TCR_Public/090803.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 3, 2009, Vol. 13, No. 213

                            Headlines

201 FOREST: Lender's Claim Is Equitably Subordinated
1234 FORMOSA: Case Summary & 20 Largest Unsecured Creditors
2519 JACKSON STREET: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Court OKs Shutdown of 2 Alabama Plants
ACCO BRANDS: S&P Gives Negative Outlook, Affirms 'B+' Rating

ADVANCE AUTO: Moody's Affirms 'Ba1' Rating, Gives Positive Outlook
AIRGAS INC: S&P Raises Subordinated Debt Rating From 'BB+'
ALTON: S&P Withdraws Rating on $7.12 Million Bonds
AMBAC ASSURANCE: Credit Derivatives Losses Hike by $1.6BB in Q2
AMBAC ASSURANCE: S&P Junks Financial Strength Ratings From 'BBB'

AMBAC ASSURANCE: S&P Puts Rating on NY Industrial Devt. Bonds
AMC ENTERTAINMENT: Bank Debt Trades at 6% Off in Secondary Market
AMC ENTERTAINMENT: To Swap Registered Notes for Unregistered Ones
AMERICAN AXLE: Failure to Reach New Lender Pact May Lead to Bankr.
AMERICAN INT'L: FIFC Completes Buy of Units' Life Insurance Assets

AMERICAN TOWER: Fitch Upgrades Issuer Default Rating From 'BB+'
APEX-MICRO AMERICA: Case Summary & 17 Largest Unsecured Creditors
ASAT HOLDINGS: Lenders Extend Forbearance Period Through Aug. 30
ASYST TECHNOLOGIES: Has Separate Deals to Sell Three Divisions
ASARCO LLC: Confirmation Hearings for Competing Plans August 10

ASARCO LLC: Parent Beefs Up Plan With Options for Unsec. Creditors
ASARCO LLC: Parties' Confirmation Objections to Competing Plans
ASARCO LLC: Says Harbinger Plan Not Proposed in Good Faith
AVIS BUDGET: Bank Debt Trades at 11% Off in Secondary Market
BANK OF AMERICA: Fitch Affirms 'B' Rating on Preferred Stock

BCH LANDHOLDING: Case Summary & 8 Largest Unsecured Creditors
BRANCH REALTY: Case Summary & 20 Largest Unsecured Creditors
BUILDING MATERIALS: Court Sets Aug 31 Deadline for Proofs of Claim
CABLEVISION SYSTEMS: Board Gives Green Light on Knicks Spin-off
CABLEVISION SYSTEMS: June 30 Balance Sheet Upside-Down by $5.29BB

CABLEVISION SYSTEMS: RNS Has $655MM Member's Deficiency at June 30
CABLEVISION SYSTEMS: Spin-Off Won't Affect S&P's 'BB' Rating
CANWEST MEDIA: Noteholders Extend Forbearance to August 14
CARAUSTAR INDUSTRIES: Burlingame Discloses 10.1% Equity Stake
CATALYST PAPER: Posts C$1.9 Million Net Loss in Q2 2009

CHRYSLER GROUP: Dealers Sell Most Cars in Two Years
CIT GROUP: Gets Access to Final Portion of $3 Billion Loan
CITIGROUP INC: S&P Raises Ratings on Preferred Shares to 'B+'
CITIGROUP INC: Citi Funding to Issue 1.5% Notes Linked to US CPI
CITIGROUP INC: Citi Funding to Issue 3% S&P 500-Linked Notes

CITIGROUP INC: Citi Funding to Issue Brazilian Real-Linked Notes
CITIGROUP INC: Citi Funding to Issue S&P 500-Linked Buffer Notes
CITIGROUP INC: Files August 2009 Investment Offerings Brochure
CITIGROUP INC: July 29 Record Date for Common Proxy Statement
CITIGROUP INC: Supplements Preferreds Tender Offer Statement

CITIGROUP INC: Taylor, Collins & Joss Named to Board of Directors
CLAIRE'S STORES: Bank Debt Trades at 36% Off in Secondary Market
COBRA ELECTRONICS: In Talks with Lenders for Covenant Waivers
COLLINS & AIKMAN: Property Owners' Lawyer Seeks Damages
COLONIAL BANCGROUP: DBRS Downgrades Ratings One Notch to CC

COLONIAL BANCGROUP: Must Submit Capital Plan to Fed by August 21
COLONIAL BANCGROUP: Posts $606 Million Net Loss in Q2 2009
COLONIAL BANCGROUP: Terminates Taylor Bean Stock Purchase Deal
COLONIAL BANCGROUP: S&P Cuts Counterparty Credit Rating to 'CC'
COMMUNITY HEALTH: Bank Debt Trades at 6% Off in Secondary Market

CONENZA INC: Case Summary 20 Largest Unsecured Creditors
COREL CORPORATION: Moody's Affirms Corporate Family Rating at 'B3'
COVENANT OF SOUTH HILLS: Financing Delays Sale Until September
COYOTES HOCKEY: Glendale, NHL Want Auction Delayed to Sept. 10
CPM HOLDINGS: Moody's Assigns 'B2' Rating on $200 Mil. Notes

CPM HOLDINGS: S&P Assigns 'B+' Rating on $200 Mil. Senior Notes
DALE THOMPSON: Files for Chapter 11 Bankruptcy Protection
DELPHI CORP: Court's Order Confirming Modified Plan
DELPHI CORP: Inks Three Amendments to GM Liquidity Pact
DELPHI CORP: Signs 22nd Amendment to DIP Accommodation Pact

DETROIT, MICHIGAN: Fitch Affirms 'BB' Rating on Tax Bonds
DOLLAR THRIFTY: Lenders Restrict Increase in L/C for 2005-1 Notes
DRUG FAIR: Term Loan Lenders to Receive $12.4 Million
DUANE READE: Gets Requisite Consents Related to Tender Offers
DUSTIN MORRISON: Case Summary & 6 Largest Unsecured Creditors

ECLIPSE AVIATION: Has Buyer for Business, Says Mayor
ELECTROGLAS INC: Peninsula & Scott Bedford Disclose 9.41% Stake
EMPIRE RESORTS: Park Avenue BoNY Issues 90-Day Standstill Notice
EXIDE TECH: Wants Bartholomew Suit Removal Period Moved to Nov. 30
EXIDE TECH: Wants Chew Complaint Removal Period Moved to Nov. 30

EXIDE TECH: Wants Claims Objection Deadline Moved to Oct. 31
EXIDE TECH: Wants Florida Suit Removal Period Moved to Oct. 30
FAIRPOINT COMM: Bank Debt Trades at 24% Off in Secondary Market
FARMLAND INDUSTRIES: 8th Cir. Rejects Disgruntled Bidder's Claims
FIRST BANKAMERICANO: Closed; Crown Bank Assumes All Deposits

FIRST STATE BANK: Closed by Regulator; Herring Assumes Deposits
FIRSTFED FINANCIAL: Reports $46.0 Million Net Loss for Q2 2009
FLASH 31 MANAGEMENT: Case Summary & 4 Largest Unsecured Creditors
FONTAINEBLEAU LAS VEGAS: Mediation With Project Financiers Urged
FORD MOTOR: Bank Debt Trades at 15% Off in Secondary Market

FORD ASSOCIATES: Meeting of Creditors Scheduled for August 18
FORUM HEALTH: To Submit Reorganization Plan to Creditors This Week
G-I HOLDINGS: To Create Asbestos Trust Under 4th Amended Plan
GAINEY CORP: Creditors Panel Says CEO Diverted Funds to Insiders
GARY HEAD REALTY: Voluntary Chapter 11 Case Summary

GENERAL MOTORS: Committee Retains EPIQ As Information Agent
GENERAL MOTORS: Committee Clarifies Access to Classified Info
GENERAL MOTORS: Court Rules U.S. Treasury Data Confidential
GENERAL MOTORS: Reports Strong 2Q 2009 Sales, Global Sales Up 20%
GENERAL MOTORS: TO Offer $600MM in Aid to Axed Dealerships

GEORGIA GULF: Bank Debt Trades at 8% Off in Secondary Market
GEORGIA GULF: Moody's Lifts Corporate Family Rating to 'B2'
GLOBAL SHIP: Lenders Extend Waiver for Loan-to-Value Tests
GOLDEN RESTAURANTS: Files for Chapter 11 Bankruptcy Protection
HAIGHTS CROSS: To Start Noteholder Talks on Restructuring Options

HASTINGS COLLEGE: Moody's Affirms Rating on $33.1 Mil. Bonds
HAYES LEMMERZ: Suspends Duty to File SEC Reports
HEADWATERS INC: S&P Lifts Rating to CCC+; Puts on Developing Watch
HEALTHSPRING INC: Moody's Affirms 'Ba3' Senior Secured Debt Rating
HILLSDALE HOSPITAL: S&P Downgrades Ratings on 1998 Bonds to 'BB+'

HSP GAMING: S&P Assigns Corporate Credit Rating at 'B-'
ICON REALTY: U.S. Trustee Sets Meeting of Creditors for August 14
IMAGE ENTERTAINMENT: Defers $4-Mil. Payment on 7.875% Note
INTEGRITY BANK, JUPITER: Stonegate Bank Assumes All Deposits
JAMES STEPHENS: Wants Access to Cash Securing Loan with Lenders

JOHN BUCHANAN: Case Summary & 20 Largest Unsecured Creditors
JONATHAN MADAMBA: Case Summary & 20 Largest Unsecured Creditors
KENTUCKY PROCESSING: U.S. Trustee Not Entitled to Quarterly Fee
KEVIN NG: Case Summary & 7 Largest Unsecured Creditors
KNOLOGY INC: S&P Changes Outlook to Positive; Affirms 'B' Rating

LA PALOMA: S&P Downgrades Ratings on $245 Million Loan to 'B-'
LANDAMERICA FIN'L: Motion to Enter Into Cash Balance Plan Deals
LANDAMERICA FIN'L: LTC Wants Stay Enforced on 2 Calif. Actions
LANDAMERICA FIN'L: Court OKs Sale of Shares in RealEC to LPS
LAS VEGAS SANDS: Bank Debt Trades at 22% Off in Secondary Market

LAS VEGAS SANDS: Posts $171.3MM Operating Loss on Writedown
LEAR CORP: Bank Debt Trades at 26% Off in Secondary Market
LEAR CORP: Wins Approval of $500 Million Bankruptcy Loan
LYONDELL CHEMICAL: Committee Now Has Right to Pursue Lender Claims
LYONDELL CHEMICAL: Committee Sues Lenders on 2007 Merger

LYONDELL CHEMICAL: Committee Opposes Add'l $18MM for DIP Lenders
LYONDELL CHEMICAL: Proposes Claims Settlement Protocol
LYONDELL CHEMICAL: Equistar Reaches Deal With E.I. DU Pont
LYONDELL CHEMICAL: To Reject ConocoPhillips Purchase Pact
MAGNA ENTERTAINMENT: Gets Court OK to Sell Austrian Racing Track

MCI INVESTMENT: Voluntary Chapter 11 Case Summary
MERUELO MADDUX: Taps Ernts & Young as Independent Auditor
METALDYNE CORP: Chassis Auction Today; PBGC Balks at Sale
METALDYNE CORP: Court Approves Hephaetus as Stalking Horse Bidder
METALDYNE CORP: PBGC Moves to Protect Pensions

METROMEDIA INT'L: Wins Final Nod to Appeal $188 Mil. Judgment
MGM MIRAGE: NJ Gambling Commission Reviews Atlantic City License
MGM MIRAGE: NJ Commission to Hold Evidentiary Hearing on DGE Raps
MICHAELS STORES: Bank Debt Trades at 18% Off in Secondary Market
MILACRON INC: Extends Closing of Sale to Investor Group to Aug. 7

MOINIAN GROUP: Expects to Default on $345 Million Loan Payment
MONACO RESTORATIONS: Voluntary Chapter 11 Case Summary
MORRIS PUBLISHING: Forbearance Period Extended Until August 14
MPG JUPITER: Section 341(a) Meeting Scheduled for August 12
MUTUAL BANK, HARVEY: United Central Assumes All Deposits

MYERS & SONS: Case Summary & 20 Largest Unsecured Creditors
NATIONAL CENTURY: VI/XII TRUST'S First Quarter 2009 Report
NATIONAL CENTURY: UAT First Quarter 2009 Report
NATIONAL CENTURY: VI/XII Trust 2nd Quarter 2009 Report
NATIONAL CENTURY: UAT 2nd Quarter 2009 Report

NEIMAN MARCUS: Bank Debt Trades at 19% Off in Secondary Market
NOBLE INT'L: Suspends Duty to File SEC Reports
NORTEL NETWORKS: Court OKs $21.2MM in Jan.-April Professional Fees
NORTEL NETWORKS: Canadian Court Recognizes Nokia Siemens Sale
NORTEL NETWORKS: Canada Court Allows Interim Funding for Unit

NORTEL NETWORKS: NCCE Wants Nelligan, Shibley as Counsel
OSCIENT PHARMA: Nasdaq to Delist Stock Effective August 7
PACIFIC CAPITAL: DBRS Downgrades Issuer & Sr. Debt Rating to B
PENNSYLVANIA ECONOMIC: Moody's Cuts Rating on $161MM Bonds to Ba1
PEOPLES COMMUNITY BANK: First Financial Assumes Deposits

PERRY ELLIS: S&P Affirms Corporate Credit Rating at 'B+'
PLIANT CORPORATION: New Plan Offers More to Unsecured Creditors
PMI INSURANCE: S&P Puts 'BB-' Insurer Financial Strength Rating
POLAROID CORP: August 3 Hearing on Liquidation Plan Outline
POLAROID CORP: U.S. Trustee Withdraws Chapter 7 Conversion Motion

POLAROID CORP: Wants to Sell Chemical Library for $175,000
PROLIANCE INT'L: Centrum Breakup Fee Reduced; Bids Due Aug. 10
PROTOSTAR LTD: Proposes Milbank Tweed as Bankruptcy Counsel
PROTOSTAR LTD: Taps Appleby in Bermuda Restructuring Matters
PROTOSTAR LTD: Wants to Hire Pachulski Stang as Delaware Counsel

QIMONDA NA: Can Employ Hengeler Mueller as Special German Counsel
QIMONDA NA: Can Hire McGuireWoods LLP as Special Virginia Counsel
QIMONDA NA: Court Approves Standardized Bid Protection Procedures
R.K. MAULSBY FAMILY: Voluntary Chapter 11 Case Summary
RAINBOWS UNITED: Case Summary & 20 Largest Unsecured Creditors

REALOGY CORP: Bank Debt Trades at 23% Off in Secondary Market
RELIANCE INTERMEDIATE: DBRS Affirms Senior Notes at BB
RIDGE VILLAS MGMT: Case Summary 13 Largest Unsecured Creditors
RITE AID: Bank Debt Trades at 18% Off in Secondary Market
RITZIO INTERNATIONAL: Moody's Withdraws 'Caa3' Corp. Family Rating

SANTA FE HOLDING: Section 341(a) Meeting Scheduled for August 21
SEANERGY MARITIME: Seeks July 2010 Extension of Covenant Waivers
SERVICE MASTER: Bank Debt Trades at 15% Off in Secondary Market
SIMMONS CO: Meets Conditions to Continue Forbearance Until Aug. 14
SMART BALANCE: S&P Gives Developing Watch; Affirms 'B-' Rating

SOUTHEAST BANKING: Wants Aug 31 Extension of Plan's Effective Date
SPLASH POOLS: Voluntary Chapter 11 Case Summary
STANFORD GROUP: Court Denies SEC Move to Bar Clawbacks
STANFORD GROUP: Receiver Seeks to Recover $925-Mil. from CDs
STATION CASINOS: Gets Interim Access to $75 Mil. of DIP Financing

STATION CASINOS: Has Interim Nod to Access Cash Collateral
STATION CASINOS: To Pay $4MM in Prepetition Employee Obligations
STATION CASINOS: To Honor Prepetition D&O Obligations
STIEFEL LABORATORIES: Moody's Withdraws 'B1' Corp. Family Rating
SWIFT TRANSPO: Bank Debt Trades at 25% Off in Secondary Market

TARGET GRAPHICS: Case Summary 20 Largest Unsecured Creditors
TECK RESOURCES: DBRS Confirms BB Issuer Rating
TIMOTHY RALSTON: Section 341(a) Meeting Slated for August 18
TIMOTHY RALSTON: U.S. Trustee Unable to Appoint Creditors' Panel
TOYS R US: Bank Debt Trades at 3% Off in Secondary Market

TRIBUNE CO: Bank Debt Trades at 59% Off in Secondary Market
TUSCANY RESERVE: Wants Access to Compass Bank's Cash Collateral
UBS AG: Reaches Settlement Agreement With U.S. Gov't on Tax Probe
UNISYS CORP: Completes Exchange Offer; Cuts Net L-T Debt by $128MM
UNISYS CORP: Swings to $38.1 Million Net Income in Q2 2009

US FOODSERVICE: Bank Debt Trades at 27% Off in Secondary Market
US WEB: Bankruptcy Court Dismisses Chapter 11 Case
USEC INC: Moody's Reviews 'B3' Corporate Family Rating
VALVO'S CONVENIENCE: Case Summary & 11 Largest Unsecured Creditors
VERSO TECHNOLOGIES: Cancels Registration of 16MM Common Shares

VIRGIN MOBILE: Inks Side Agreements to Facilitate Sprint Merger
VIRGIN MOBILE: To Pay $14,200,000 if It Cancels Sprint Merger Deal
VISTEON CORP: Bank Debt Trades at 50% Off in Secondary Market
WCI COMMUNITIES: Competing Bids for Palm Beach Property Due Aug. 7
WCI COMMUNITIES: Court Sets August 10 Bar Date for WCI 2009 Group

WEST CORP: Bank Debt Trades at 5% Off in Secondary Market
WEST STAR RECREATION: Case Summary & 20 Largest Unsec. Creditors
WINDSTAR PROPERTIES: Court Extends Schedules Filing Until Aug. 12
WINDSTAR PROPERTIES: Unable to Form Committee of Unsec. Creditors
WINDSTAR PROPERTIES: Section 341(a) Meeting Slated for August 13

WINDSTAR PROPERTIES: Taps Magee Forster as Bankruptcy Counsel
WL HOMES: Bankruptcy Spurs $470MM Writedown by UAE-Based Emaar
YRC WORLDWIDE: Board OKs Amendment to Executive Severance Policy
YRC WORLDWIDE: JPMorgan Loan Amended to Provide Covenant Relief
YRC WORLDWIDE: Swings to $309MM Net Loss in Q2 2009 From Year Ago

* 5 Banks Shuttered; Year's Failed Banks Now 69
* Bill to Increase PBGC Oversight Introduced
* U.S. Economy: Home Prices Rise, Consumer Confidence Declines

* BOND PRICING -- For the Week From July 27 to 31, 2009

                            *********


201 FOREST: Lender's Claim Is Equitably Subordinated
----------------------------------------------------
WestLaw reports that a lender's claim would be equitably
subordinated to all of the Chapter 11 debtor's unsecured
creditors, a Massachusetts bankruptcy court has held.  The
lender's principal engaged in inequitable conduct, including
misrepresenting that a third party needed to be paid off before
the end of the year even though, unknown to the debtor, the
principal, rather than the third party, then owned the note in
question.  The debtor was thereby lured into signing a new note
under the false impression that foreclosure of the other note was
imminent.  The lender's principal also engaged in overreaching by
refusing to extend the note unless the lender's attorney was
released from his $600,000 lease obligation with an entity in
which the debtor had no interest.  The lender's principal also
inflated the payoff figure from another note.  The principal's
conduct harmed other creditors by enabling the lender to obtain a
mortgage on a second debtor's property and thereby leap ahead of
the second debtor's creditors.  In addition, it drastically
amplified the lender's claims, leaving nothing for the debtor's
unsecured creditors.  Finally, subordinating the lender's claims
was not inconsistent with the Bankruptcy Code.  In re 201 Forest
Street LLC, --- B.R. ----, 2009 WL 1916232 (Bankr. D. Mass.).

LBM Financial LLC, the Lender, and Marcello Mallegni, its
principal, were represented in the adversary proceeding (Bankr. D.
Mass. Adv. Pro. No. 07-4097) by Jeffrey D. Ganz, Esq., and Meegan
Casey, Esq., at Riemer & Braunstein LLP in Boston, and Kevin C.
McGee, Esq., at Seder & Chandler, LLP, in Worcester.

Headquartered in Marlborough, Massachusetts, 201 Forest Street LLC
filed a Chapter 11 petition on June 19, 2007 (Bankr. D. Mass. Case
No. 07-42296).  Christian J. Urbano, Esq., Christopher M. Condon,
Esq., and D. Ethan Jeffery, Esq., at Hanify & King PC represent
the Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in this case to date.
When 201 Forest sought protection from its creditors, it listed
assets and debts between $1 million to $100 million.


1234 FORMOSA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 1234 Formosa Apartments Ltd.
        a California limited partnership
        1746 N. Cherokee Avenue #Z-1
        Los Angeles, CA 90028

Bankruptcy Case No.: 09-29807

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Ira Benjamin Katz, Esq.
                  1901 Avenue of the Stars, Suite 1900
                  Los Angeles, CA 90067
                  Tel: (310) 282-8580
                  Fax: (310) 282-8149
                  Email: Ikatz@katzlaw.net

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

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

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

           http://bankrupt.com/misc/cacb09-29807.pdf

The petition was signed by Stanley Treitel/7th St. Assoc., general
partner of the Company.


2519 JACKSON STREET: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: 2519 Jackson Street, LLC
        C/O John Parrish
        5905 S. Roxbury
        Seattle, WA 98118

Bankruptcy Case No.: 09-17634

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Debtor's Counsel: Sten E. Sorby, Esq.
                  Law Office of Sten E. Sorby
                  5413 Meridian Ave N,SuiteA
                  Seattle, WA 98103
                  Tel: (206) 547-1003
                  Email: sten@stensorbylaw.com

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

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

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

The petition was signed by John L. Parrish, member of the Company.


ABITIBIBOWATER INC: Court OKs Shutdown of 2 Alabama Plants
----------------------------------------------------------
Abitibibowater Inc. and its affiliates obtained permission from
the U.S. Bankruptcy Court for the District of Delaware's
permission to permanently close and decommission the Westover
sawmill and Goodwater planer mill operations in Alabama.

According to Carla Main at Bloomberg, the Court's order allows the
debtor to raze the land, shutter the properties, incur expenses,
reject executory -- or uncompleted -- contracts and take whatever
other actions are necessary to close down the plants,

In Abitibibowater's motion, Sean T. Greecher, Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, relates
that in particular, the Debtors intend to reject certain equipment
leases and contracts, during which Bowater Alabama LLC will turn
over control of the equipment that is subject of an Unexpired
Lease to the lessor at either the Westover Sawmill or Goodwater
Planermill.  The Equipment Leases and Contracts to be rejected
are:

  Lessor                        Contract
  ------                        --------
  Hawkins Trucking              Contract Trucking Agreement,
                                as of July 23, 2007

  Toyota Materials Handling     Commercial Equipment Lease
                                Agreement dated February 18,
                                2005

  Raylan Wood Inc.              Contract Trucking Agreement
                                dated July 13, 2007

Limited relief from the automatic stay imposed by Section 362 of
the Bankruptcy Code will be granted to the lessor to allow it to
repossess the Equipment and to dispose of it.

Concurrent with the repossession of the Equipment, the lessor
will provide the Debtors with an acknowledgement of surrender of
the Equipment.  Failure to provide a timely Acknowledgment will
forever bar a lessor from asserting a claim against the Debtors
arising out of the rejection of the Unexpired Lease.

The Debtors further intend to dispose of certain property in
Westover and Goodwater, free and clear of any claims of any third
parties whatsoever.  A complete list of the Abandoned Property is
available for free at:

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

The Debtors believe that they will incur $250,000 in costs to
clean up, shutter, raze and effect a permanent closure of the
Westover Sawmill and Goodwater Planermill operations.  Mr.
Greecher specifies that the Debtors intend to decommission and
raze the Westover Sawmill to best position the land for sale, and
so that it may recapture some of its cash outlay.  Meanwhile, the
Debtors will decommission and clean up, and permanently shutter,
the Goodwater Planermill.

Mr. Greecher points out that the machinery on the sites is
"outdated and inefficient, with negligible commercial value and
no competitive advantage."  Moreover, the Debtors incur monthly
costs for keeping the facilities idle and honoring existing
contracts entered into in connection with operations they no
longer conduct.

According to Mr. Greecher, the charges arising from the permanent
closure of the Westover Sawmill and Goodwater Planermill will
total:

  * $2.8 million, which includes $150,000 in wages paid to
    employees upon termination;

  * $2.4 million in non-cash asset impairment charges; and

  * $250,000 in other expenses.

Decommissioning and closing the Westover Sawmill and Goodwater
Planermill, rejecting burdensome contracts servicing those
operations, abandoning worthless equipment will save the Debtors
significant monthly cash outflows and inure to the benefit of
their estates and creditors, Mr. Greecher tells Judge Carey.

                   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).


ACCO BRANDS: S&P Gives Negative Outlook, Affirms 'B+' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on ACCO Brands Corp. to negative from stable.  At the same
time, S&P affirmed the ratings on ACCO, including the 'B+'
corporate credit rating.  As of June 30, 2009, ACCO had about
$725 million of debt outstanding.

"The negative outlook reflects S&P's view that credit measures are
weaker than S&P had expected and that they will likely remain near
current levels in the very near-term," said Standard & Poor's
credit analyst Jean C. Stout.

The ratings on Lincolnshire, Illinois-based ACCO Brands Corp.
reflect the highly competitive and cyclical operating environment
in which it operates, some customer concentration, and the
company's leveraged financial profile.  ACCO benefits from its
leading market position, a portfolio of well-known brands, and
wide geographic distribution.

S&P believes ACCO is one of the world's largest office supply
manufacturers, with about $1.4 billion in sales for the 12 months
ended June 30, 2009.  Its portfolio of well-recognized brands
includes Swingline, GBC, Day-Timer, Quartet, and Kensington.
However, the office supply industry is highly competitive, with
very limited barriers to entry, and subject to cyclicality.  In
addition, the industry is concentrated in a small number of major
customers, principally office products superstores, office
products distributors, and mass merchandisers, some of which have
instituted private-label and/or direct-sourcing initiatives.
Although S&P believes ACCO benefits from geographic diversity,
with the company generating more than 50% of sales outside of the
U.S. in 2008, the European office products markets are also
intensely competitive and sales are susceptible to unfavorable
changes in exchange rates.  In addition, the company's sales are
highly seasonal, with ACCO experiencing its highest sales volume
in the third and fourth quarters of the calendar year.

The outlook is negative.  Given the seasonal nature of ACCO's
business, along with S&P's ongoing concerns about the continuing
effects of the weak economic environment on the company's
operating results, S&P believes that credit measures will likely
remain near current levels in the very near-term.

S&P could lower the ratings on ACCO if leverage increases further
and/or if ACCO cannot maintain adequate liquidity and cushion
under its bank financial covenants.  S&P believes this would occur
if 2009 sales fell by more than 25% and adjusted EBITDA margin
remained near current levels, which S&P estimate could result in
average debt to EBITDA of about 6.5x.  An outlook revision to
stable is unlikely in the near term, unless ACCO can meaningfully
improve its credit metrics, including average debt to EBITDA at or
less than 5.5x.


ADVANCE AUTO: Moody's Affirms 'Ba1' Rating, Gives Positive Outlook
------------------------------------------------------------------
Moody's Investors Service changed Advance Auto Parts, Inc.'s
rating outlook to positive from stable.  The company's Ba1
Corporate Family, Ba2 Probability of Default Ratings, as well as
its Ba1 senior unsecured term loan, and SGL-2 speculative grade
liquidity ratings, were affirmed.

The change in outlook to positive reflects the improvement in
Advance's credit metrics, as well as the new more conservative
tone of its financial policy.  "Advance is doing a commendable job
navigating the difficult macroeconomic environment", stated
Moody's Senior Analyst Charlie O'Shea.  "In addition, its public
announcement regarding its decision to manage itself to a 2.5
times debt/EBITDA metric (equating to roughly 2.9 times following
application of Moody's standard analytic adjustments) reflects a
more debtholder friendly financial policy, which is a key positive
rating factor".

The affirmation of the SGL-2 speculative grade liquidity rating,
indicating good liquidity, recognizes Advance's solid operating
cash flow, which should be more than sufficient to meet all
working capital and capital expenditure requirements, with only
minimal usage expected under the unrated $750 million unsecured
revolving credit facility.

Ratings affirmed include:

* Corporate Family Rating at Ba1;

* Probability of Default Rating at Ba2;

* Senior unsecured term loan maturing October 2011 at Ba1 (LGD3,
  38%), and

* Speculative grade liquidity rating at SGL-2.

The last rating action for Advance Auto was on October 13, 2008,
when the rating outlook was changed to stable from positive, and
the company's Ba1 Corporate Family Rating, Ba2 Probability of
Default Rating, Ba1 senior unsecured term loan, and SGL-2
speculative grade liquidity ratings were all affirmed.

Advance Auto Parts, Inc., based in Roanoke, Virginia, is a leading
retailer of automobile parts, with 3,405 stores in 40 U.S. states,
Puerto Rico, and the Virgin Islands and annual revenues of around
$5.3 billion.


AIRGAS INC: S&P Raises Subordinated Debt Rating From 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Radnor, Pennsylvania-based Airgas Inc.
to 'BBB' from 'BBB-', and its subordinated debt rating to 'BBB-'
from 'BB+'. The outlook is stable.

"The upgrade reflects the resilience of Airgas' financial
performance and improved free cash generation that is expected to
continue to support credit measures at or near current levels,"
said Standard & Poor's credit analyst Liley Mehta.

The company's ongoing operating efficiency programs, stability of
cash flow generation, and respectable track record of integrating
acquisitions should offset modest earnings pressures in the near
term.

The ratings on Airgas incorporate its strong business risk
profile, which reflects, in part, its position as the leading
North American distributor of industrial gases and related
hardgoods (generating annual sales of about $4.2 billion), good
operating margins, and stable cash flows.  These strengths are
tempered by the moderate cyclicality of the manufacturing and
industrial markets the company serves, and management's financial
policies that favor incremental debt-financed acquisitions to
complement organic growth.


ALTON: S&P Withdraws Rating on $7.12 Million Bonds
--------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on Alton,
Illinois's $7.12 million series 1996 revenue bonds, issued for
Saint Anthony's Health Center at the issuer's request.

In April 2008, Standard & Poor's affirmed its 'BB+' rating, with a
stable outlook on the bonds based on improved profitability, thin
liquidity, and declining volumes.


AMBAC ASSURANCE: Credit Derivatives Losses Hike by $1.6BB in Q2
---------------------------------------------------------------
Ambac Financial Group, Inc., on July 27, 2009, announced that
Ambac Assurance Corporation, its principal operating subsidiary,
expects to report that estimated statutory impairment losses on
credit derivatives increased by approximately $1.6 billion in the
second quarter to approximately $4.9 billion at June 30, 2009.

Ambac also announced that, to preserve cash at Ambac, it will
discontinue paying the semi-annual interest on its directly-issued
subordinated capital securities beginning August 1, 2009.
Additionally, to preserve cash and surplus at AAC, it will
discontinue paying the monthly dividend on AAC's outstanding
auction market preferred shares beginning August 1, 2009.

Additionally, AAC expects to report statutory loss and loss
expenses incurred amounting to approximately $800 million for the
quarter ended June 30, 2009.  The increase in impairment losses,
which relate to AAC's insured portfolio of collateralized debt
obligations of asset-backed securities transactions (CDOs of ABS),
was driven by rising forward LIBOR rates, which increase estimated
future cash outflows, and further deterioration of the underlying
collateral within the CDO of ABS transactions.

The increase in the estimated impairment losses in the second
quarter is net of the impact of a settlement that reduced a
significant portion of exposure under a CDO of ABS transaction
that closed in July and a commutation of all of the exposure under
a different CDO of ABS transaction that AAC expects will close by
the end of July.  The two transactions, with an aggregate of
approximately $2.8 billion net notional outstanding at March 31,
2009, are expected to be settled with counterparties for a total
cash payment of approximately $750 million.  The statutory loss
and loss expenses relate primarily to deterioration in AAC's
second-lien and Alt-A mortgage-backed securities financial
guarantee portfolios.

Estimated impairment losses on credit derivatives is a statutory
accounting measurement reported in AAC's statutory filings as
"Estimated impairment losses on subsidiary guarantees and
commitments."  An increase in estimated impairment losses is
recorded as a reduction to statutory income and therefore reduces
statutory surplus.  At March 31, 2009, AAC reported statutory
capital and surplus of $372.8 million and contingency reserves of
$1,946.6 million. AAC has requested the approval of the Office of
the Commissioner of Insurance of the State of Wisconsin to release
a substantial portion of its contingency reserves; however, there
can be no assurance that the OCI will approve such release. The
amount of contingency reserves released, if any, will increase
AAC's statutory capital and surplus by such amount.

At March 31, 2009, AAC reported total claims-paying resources of
approximately $11.9 billion. Total claims-paying resources will be
reduced by commutation and settlement payments related to the CDO
of ABS portfolio, including the two transactions referred to
above, and claims paid related to the direct financial guarantee
portfolio since March 31, 2009.  Total claims-paying resources is
a term used by rating agencies and other analysts to quantify
total resources available to pay claims in stress case scenarios
and represents an aggregate of contingency reserves, capital and
surplus, unearned premiums, losses and loss adjustment expenses,
estimated impairment losses on credit derivatives and the present
value of future installment premiums.  Except for the present
value of future installment premiums, each item is a statutory
accounting measurement.

Under U.S. generally accepted accounting principles (GAAP), Ambac
reports unrealized gains (losses) on credit derivative contracts
which is impacted by market valuations of the CDO exposures and
includes the effect of AAC's own credit default swap spreads in
the measurement. This mark-to-market valuation often differs
significantly from the statutory measure of impairment discussed
above. For the second quarter of 2009, Ambac expects to report a
net unrealized gain of approximately $34 million for GAAP
reporting purposes.  Ambac also expects to report total net loss
and loss expenses of approximately $1.3 billion for the second
quarter of 2009 for GAAP reporting purposes.

                     About Ambac Assurance

Ambac Financial Group, Inc. is a primarily a holding company. The
Company, through its subsidiaries, provides financial guarantees
and financial services to clients in both the public and private
sectors worldwide. Ambac's activities are divided into two
business segments. The Financial Guarantee segment provides
financial guarantees (including credit derivatives) for public
finance, structured finance and other obligations. The Financial
Services segment provided investment agreements, funding conduits,
interest rate, total return and currency swaps, principally to
clients of the financial guarantee business. During the year ended
December 31, 2008, the Company discontinued writing new investment
agreements and derivative products in its Financial Services
segment. Its existing investment agreement and derivative product
portfolios are in active runoff, which may include transaction
terminations, settlements, restructuring, transfers and natural
attrition as contracts mature.

Moody's Investors Service at the end of July 2009 downgraded to
Caa2 from Ba3 the insurance financial strength ratings of Ambac
Assurance Corporation and Ambac Assurance UK Limited.  The rating
action was prompted by Ambac's announced large loss reserve
increase and credit impairment charge estimated for 2Q 2009.

Standard & Poor's Ratings Services said that it lowered its
counterparty credit, financial strength, and financial enhancement
ratings on Ambac Assurance Corp. to 'CC' from 'BBB' and removed
them from CreditWatch, where they were placed on June 24, 2009,
with negative implications.  "This rating action reflects S&P's
view of the significant deterioration in Ambac's insured portfolio
of nonprime residential mortgage-backed securities and related
CDOs," noted Standard & Poor's credit analyst David Veno.


AMBAC ASSURANCE: S&P Junks Financial Strength Ratings From 'BBB'
----------------------------------------------------------------
On July 28, 2009, Standard & Poor's Ratings Services lowered its
counterparty credit, financial strength, and financial enhancement
ratings on Ambac Assurance Corp. to 'CC' from 'BBB' and removed
them from CreditWatch, where they were placed on June 24, 2009,
with negative implications.  The outlook is developing.

At the same time, Standard & Poor's lowered its counterparty
credit rating on Ambac Financial Group Inc. to 'CC' from 'BB' and
removed it from CreditWatch negative.  The outlook is negative.

In addition, Standard & Poor's lowered its ratings on Ambac's
preferred stock and Ambac Financial's directly issued subordinated
capital securities to 'C' from 'B' in light of the announced
deferral of dividends.  This rating action reflects S&P's view of
the significant deterioration in Ambac's insured portfolio of
nonprime residential mortgage-backed securities and related CDOs,
which has required the company to strengthen reserves to account
for higher projected claims.  The additional reserves will have a
significant negative effect on operating results, which S&P
believes will likely cause surplus to decline to below regulator-
required minimums.

Ambac's policyholders' surplus was $372 million as of March 31,
2009.  However, the company has announced that it expects to
increase CDO of ABS impairments by $1.6 billion for the quarter
and loss reserves by approximately $800 million.  These actions
could lead to negative policyholders' surplus as of June 30, 2009.

Ambac's contingency reserves as of March 31, 2009, were
approximately $1.9 billion.  The company has asked the Wisconsin
Office of the Insurance Commissioner for permission to release
some of the contingency reserves into surplus, but the Wisconsin
regulator has yet to approve such an action.

The developing outlook on Ambac reflects the possibility that S&P
could revise the rating to 'R' if there is regulatory intervention
because of Ambac's expected weakened capital position.
Alternatively, if the regulator approves the release of
contingency reserves to bolster surplus, S&P could raise the
rating, but in such circumstances, S&P would not expect to raise
the rating higher than the 'CCC' category.

The negative outlook on Ambac Financial reflects S&P's view of the
company's dependence on the dividending capabilities of Ambac to
support its debt-service obligations.  S&P would lower the rating
if Ambac is not able to provide sufficient cash to allow Ambac
Financial to service its debt.

              Downgraded; CreditWatch/Outlook Action

                      Ambac Assurance Corp.
                     Connie Lee Insurance Co.
                     Ambac Assurance U.K. Ltd.

                              To                 From
                              --                 ----
Counterparty Credit Rating
  Local Currency              CC/Developing/--   BBB/Watch Neg/--
Financial Strength Rating
  Local Currency              CC/Developing/--   BBB/Watch Neg/--

                       Ambac Assurance Corp.
                     Ambac Assurance U.K. Ltd.

                              To                 From
                              --                 ----
Financial Enhancement Rating
  Local Currency              CC/--              BBB/Watch Neg/--

                    Ambac Financial Group, Inc.

                              To                 From
                              --                 ----
Counterparty Credit Rating
  Local Currency              CC/Negative/--     BB/Watch Neg/--

                      Ambac Assurance Corp.

                              To                 From
                              --                 ----
Preferred Stock              C                  B/Watch Neg

                    Ambac Financial Group, Inc.

                              To                 From
                              --                 ----
Senior Unsecured             CC                 BB/Watch Neg
Subordinated                 C                  B/Watch Neg


AMBAC ASSURANCE: S&P Puts Rating on NY Industrial Devt. Bonds
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BBB' rating
on New York City Industrial Development Agency's $547.6 million
PILOT bonds, 2006 series, NYCIDA's $58.4 million installment
purchase bonds, 2006 series and NYCIDA's $7.1 million lease
revenue bonds on CreditWatch with negative implications.  At the
same time, Standard & Poor's also placed its 'BBB' rating on
NYCIDA's $82.28 million payment-in-lieu-of-taxes bonds, 2009
series on CreditWatch with negative implications.  These actions
reflect the current rating of Ambac Assurance Corp.
(CC/Developing/--).  All of the ratings on the issues receive
enhancement in the form of debt service reserve fund surety
policies with Ambac.

According to its project finance criteria, Standard & Poor's
considers whether monies deposited in the DSRF, which generally
covers at least 12 months debt service, is invested in investment-
grade securities rated equal to the project rating or higher, and
will be available to pay debt service if a shortfall occurs.
Because Ambac is currently has a speculative-grade rating, the
creditworthiness of the DSRF supported by the surety policy is
below that of the bonds.

Standard & Poor's examined all stadium project debt issues with
credit support from Ambac's surety provider, taking several
factors into consideration.  For stadium issues, S&P considered
each issue's reliance on the DSRF surety policies to meet
potential shortfalls for bond payment obligations if a work
stoppage occurs.

"We expect to resolve the CreditWatch placement soon and will
consider, among other factors, information submitted to us by the
issuers, if any, including whether the issuer has obtained an
eligible investment for the DSRF monies," said Standard & Poor's
credit analyst Jodi Hecht.

In resolving the CreditWatch, if the investments for the DSRF
remain below the project's debt rating, S&P could lower the
ratings.


AMC ENTERTAINMENT: Bank Debt Trades at 6% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which AMC Entertainment
Inc. is a borrower traded in the secondary market at 94.30 cents-
on-the-dollar during the week ended Friday, July 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.55
percentage points from the previous week, The Journal relates.
The loan matures on Jan. 23, 2013.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba2 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 31,
among the 144 loans with five or more bids.

                      About AMC Entertainment

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

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

                           *     *     *

As reported in the Troubled Company Reporter June 1, 2009,
Standard & Poor's Ratings Services affirmed its ratings on AMC
Entertainment Inc.'s proposed senior unsecured notes due 2019,
following the company's announcement that it now intends to issue
$600 million of notes (upsized from $300 million).  The issue-
level rating remains at 'B-' (one notch lower than the 'B'
corporate credit rating on AMC) and the recovery rating remains at
'5', indicating S&P's expectation of modest (10% to 30%) recovery
for noteholders in the event of a payment default.

According to the Troubled Company Reporter on May 29, 2009,
Moody's Investors Service rated AMC Entertainment, Inc.'s new
$600 million senior unsecured notes B1.  Proceeds will be used to
retire AMC's $250 million 8.625% notes due August 2012 and to
bolster liquidity by reducing outstanding amounts under its
$200 million senior secured revolving term loan due January, 2012
and adding to the company's cash balance.

On May 28, 2009, Standard & Poor's Ratings Services said it
assigned an issue-level rating of 'B-' (one notch lower than the
'B' corporate credit rating on the company) to AMC Entertainment
Inc.'s new $300 million senior unsecured notes due 2019, along
with a recovery rating of '5', indicating S&P's expectation of
modest (10%-30%) recovery for noteholders in the event of payment
default.


AMC ENTERTAINMENT: To Swap Registered Notes for Unregistered Ones
-----------------------------------------------------------------
AMC Entertainment Inc. filed with the Securities and Exchange
Commission a prospectus on Form 424B3 in connection with its offer
to exchange up to $600,000,000 in aggregate principal amount of
registered 8.75% Senior Notes due 2019 and the related guarantees,
for a like principal amount of unregistered 8.75% Senior Notes due
2019.

The terms of the exchange notes and the guarantees are identical
to the terms of the original notes and the guarantees in all
material respects, except for the elimination of some transfer
restrictions, registration rights and additional interest
provisions relating to the original notes.  The notes are fully
and unconditionally guaranteed by all domestic restricted
subsidiaries of AMC Entertainment Inc. that guarantee AMC
Entertainment's other indebtedness.  The notes will be exchanged
in denominations of $1,000 and in integral multiples of $1,000.

AMC Entertainment will exchange any and all original notes that
are validly tendered and not validly withdrawn prior to 5:00 p.m.,
New York City time, on August 27, 2009, unless extended.

AMC Entertainment has not applied, and does not intend to apply,
for listing of the notes on any national securities exchange or
automated quotation system.

A full-text copy of the Prospectus on Form 424B3 is available at
no charge at http://ResearchArchives.com/t/s?4074

On June 9, 2009, AMC Entertainment issued $600,000,000 aggregate
principal amount of the original notes pursuant to an indenture,
dated as of June 9, 2009, with U.S. Bank National Association, as
trustee.  The Indenture provides that the notes are general
unsecured senior obligations of the Company and are fully and
unconditionally guaranteed on a joint and several senior unsecured
basis by all of the Company's existing and future domestic
restricted subsidiaries that guarantee the Company's other
indebtedness.

Concurrently with the initial notes offering, AMC Entertainment
launched a cash tender offer and consent solicitation for any and
all of its currently outstanding 8-5/8% senior notes due 2012 --
Existing AMCE Senior Notes -- at a purchase price of $1,000 plus a
$30 consent fee for each $1,000 of principal amount of currently
outstanding 8-5/8% senior notes due 2012 validly tendered and
accepted by the Company on or before the early tender date.

AMC Entertainment used the net proceeds from the issuance of the
original notes to pay the consideration for the Cash Tender Offer
plus any accrued and unpaid interest of the $238,065,000 principal
amount of Existing AMCE Senior Notes tendered.

AMC Entertainment will use the remaining amount of net proceeds
for other general corporate purposes, which may in the future
include retiring any outstanding Existing AMCE Senior Notes not
purchased in the Cash Tender Offer and portions of its other
existing indebtedness and indebtedness of its parent companies
through open market purchases or by other means.

AMC Entertainment intends to redeem any of its Existing AMCE
Senior Notes that remain outstanding after the closing of the Cash
Tender Offer at a price of $1,021.56 per $1,000 principal amount
of Existing AMCE Senior Notes as promptly as practicable after
August 15, 2009 in accordance with the terms of the indenture
governing the Existing AMCE Senior Notes.

AMC Entertainment said it may seek from lenders certain amendments
to its senior secured credit facility dated January 26, 2006, to
extend the term of the senior secured credit facility.  The
amendments, among other things, could (i) extend the maturity of
revolving commitments and revolving loans held by revolving
lenders who consent to such extension; (ii) extend the maturity of
term loans held by term lenders who consent to such extension;
(iii) increase the interest rates payable to holders of extended
revolving commitments, extended revolving loans and extended term
loans; and (iv) include certain other modifications to the senior
secured credit facility.  AMC Entertainment has not determined for
certain whether to pursue this amendment, and if it does, there
can be no assurance that the requisite lenders will agree to the
requested amendments.

                      About AMC Entertainment

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

                           *     *     *

As reported in the Troubled Company Reporter June 1, 2009,
Standard & Poor's Ratings Services affirmed its ratings on AMC
Entertainment Inc.'s proposed senior unsecured notes due 2019,
following the company's announcement that it now intends to issue
$600 million of notes (upsized from $300 million).  The issue-
level rating remains at 'B-' (one notch lower than the 'B'
corporate credit rating on AMC) and the recovery rating remains at
'5', indicating S&P's expectation of modest (10% to 30%) recovery
for noteholders in the event of a payment default.

According to the Troubled Company Reporter on May 29, 2009,
Moody's Investors Service rated AMC Entertainment, Inc.'s new
$600 million senior unsecured notes B1.  Proceeds will be used to
retire AMC's $250 million 8.625% notes due August 2012 and to
bolster liquidity by reducing outstanding amounts under its
$200 million senior secured revolving term loan due January, 2012
and adding to the company's cash balance.

On May 28, 2009, Standard & Poor's Ratings Services said it
assigned an issue-level rating of 'B-' (one notch lower than the
'B' corporate credit rating on the company) to AMC Entertainment
Inc.'s new $300 million senior unsecured notes due 2019, along
with a recovery rating of '5', indicating S&P's expectation of
modest (10%-30%) recovery for noteholders in the event of payment
default.


AMERICAN AXLE: Failure to Reach New Lender Pact May Lead to Bankr.
------------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., may have to file for
Chapter 11 bankruptcy protection if it fails to reach a new accord
with lenders, Detroit Free Press reports, citing analysts.

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

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

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

                          *     *     *

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

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

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

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


AMERICAN INT'L: FIFC Completes Buy of Units' Life Insurance Assets
------------------------------------------------------------------
First Insurance Funding Corp. has completed the purchase of a
majority of the U.S. life insurance premium finance assets of A.I.
Credit Corp. and A.I. Credit Consumer Discount Company,
subsidiaries of American International Group, Inc.

FIFC has acquired one of the largest life insurance premium
finance portfolios in the industry, as well as certain other
assets related to A.I. Credit's life insurance premium finance
business and the assumption of certain related liabilities for a
purchase price of approximately $679.5 million in cash.  A
majority of A.I. Credit's life insurance premium finance employees
with expertise in the acquired business will join FIFC in
connection with the sale, and will continue to provide service to
customers.  If certain conditions are met, FIFC will purchase
certain specified additional life insurance premium finance assets
for up to an aggregate of $61.2 million.

Edward J. Wehmer, President and CEO of Wintrust, stated, "A.I.
Credit is known as a pioneer in the development and provision of
life insurance premium financing products and has a terrific
operating culture and a dedicated management team.  The
transaction is a significant step in fulfilling Wintrust's planned
expansion in the life insurance premium finance business."

AIG's Polish Operations to Merge With Santander's Polish Business

AIG entered into an agreement under which it will combine its
consumer finance business in Poland, conducted through AIG Bank
Polska S.A., into the Polish consumer finance business of
Santander Consumer Finance S.A., which is conducted through
Santander Consumer Bank, S.A. (SCB).  In exchange, AIG will
receive a 30% equity interest in SCB.  At closing, all of the AIG
intercompany debt facilities related to these entities will be
repaid, and AIG will not be responsible for the future funding of
the combined consumer finance businesses.  Terms of the
transaction were not disclosed.

The transaction is subject to the satisfaction of certain
conditions, including approvals by the Polish Financial
Supervision Commission and clearance by competition authorities.

Deutsche Bank AG acted as financial advisor and Dewey & LeBoeuf
served as legal counsel to AIG on this transaction.

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

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

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

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


AMERICAN TOWER: Fitch Upgrades Issuer Default Rating From 'BB+'
---------------------------------------------------------------
Fitch Ratings has upgraded American Tower Corporation:

  -- Long-term IDR to 'BBB-' from 'BB+';
  -- Senior unsecured debt to 'BBB-' from 'BB+'.

The Rating Outlook is Stable.

The upgrade is supported by the financial flexibility provided by
AMT's strong free cash flows, its high EBITDA margin -- which was
68% for the last twelve months ending June 30, 2009 -- and the
significant operational scale provided by its large tower
portfolio.  These factors, combined with favorable demand
characteristics for wireless voice and data services, translate
into strong, sustainable operating performance and free cash flow
growth.

AMT operates with some of the highest profitability measures among
corporate issuers and its predictable and growing cash flow
stream, generated primarily from long-term lease contracts with
national wireless operators (of which a substantial portion are
investment-grade), leads to a low business risk profile.  AMT, as
well as other companies in the tower industry, are expected to
benefit from wireless carriers expanding their networks following
the Advanced Wireless Services and 700-MHz spectrum auctions,
which were completed in 2006 and 2008, respectively.  Fitch
expects this growth to more than offset modest effects of wireless
operator consolidation on AMT's results.

The upgrade also reflects AMT's commitment to lower net leverage
targets.  On July 29, 2009, AMT disclosed it had revised its net
leverage target downward to a range of 3.0 times (x) to 5.0x from
its previous range of 4.0x to 6.0x, citing the desirability of
better access to the capital markets as well as the belief the
lower leverage optimizes its cost of capital.  Fitch believes AMT
is likely to operate in the middle of the range, on average, over
Fitch's rating horizon, and in the event an acquisition increases
leverage toward the upper end of the range, Fitch believes the
company would use its strong free cash flows to return leverage to
the middle of the range.  Although not expected, if AMT does
operate at the high end of its target range for an extended period
of time, Fitch would consider revising its rating downward.  AMT's
gross leverage metric was 4.0 times (x) for the LTM ending
June 30, 2009.

Operational concerns are relatively modest and consist of slightly
higher bad debt expense due to uncertainty regarding the timing of
payments to AMT by an international customer.  International
expansion, including the acquisition of XCEL Telecom in India,
slightly increases the company's risk profile.  International
revenue, currently about 15% of the total, is expected to reach no
more than 25% to 30% of revenues.  Fitch also notes that AMT
manages its financial flexibility through its share repurchase
activity, scaling repurchases back when opportunities arise to
invest in the core business through acquisitions.

Fitch views AMT's liquidity position as strong due to the
meaningful free cash flow generation, its balance sheet cash and
favorable maturity schedule relative to available liquidity.  Debt
maturities over the remainder of 2009 through 2011 are only
$81 million, including the amortization of an XCEL Telecom
facility at approximately $9 million and $12 million in 2010 and
2011, respectively, based on the June 30, 2009 exchange rate.
Maturities through 2011 are thus substantially exceeded by free
cash flow, which for the last twelve months was approximately
$563 million.  Cash, including restricted cash, was $374 million
as of June 30, 2009, and Fitch expects FCF levels in 2009 growing
over the $530 million achieved in 2008.  Fitch notes that
$1.7 billion of debt, including the revolver, is due in 2012.

Liquidity is also provided by a $1.25 billion revolving credit
facility (matures June 8, 2012) and at June 30, 2009, the company
had drawn $700 million on the facility leaving approximately
$550 million available.


APEX-MICRO AMERICA: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: APEX-Micro America, Inc.
        2181 Buchanan Loop, Suite 4
        Ferndale, WA 98248

Bankruptcy Case No.: 09-17656

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Debtor's Counsel: Richard G. Birinyi, Esq.
                  Bullivant Houser Bailey PC
                  1601 5th Ave., Suite 2300
                  Seattle, WA 98101-1618
                  Tel: (206) 292-8930
                  Email: rick.birinyi@bullivant.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
17 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/wawb09-17656.pdf

The petition was signed by Steven DeJaray, CEO of the Company.


ASAT HOLDINGS: Lenders Extend Forbearance Period Through Aug. 30
----------------------------------------------------------------
ASAT Holdings Limited has received an Extension of Forbearance
Period under the Forbearance Agreements dated as of March 2, 2009,
with certain of the Noteholders under the 9.25% Senior Notes due
2011 issued by New ASAT (Finance) Limited and the lenders under
the Purchase Money Loan Facility.

The extended duration of the Forbearance Agreements is for an
additional period of 30 consecutive days, commencing on July 31,
2009, and expiring on August 30, 2009.  The same terms and
conditions of the original Forbearance Period will stay in effect
for the Additional Forbearance Period, except that the definition
of 'Specified Defaults' has been expanded to include the failures
to pay interest on the Notes on August 1, 2009, and to pay
interest on the PMLA on June 30, 2009.

Under the terms of the Forbearance Agreements, the Noteholders and
PMLA Lenders agree to forbear from exercising their rights and
remedies against the Company with respect to certain designated
defaults until after August 30, 2009, subject to certain early
termination events.

                    Rescheduling of Court Date

On July 1, 2009, the Company has reached an agreement in principle
with a majority of its creditors on the terms of a consensual
financial restructuring of the obligations of New ASAT (Finance)
Limited under the Notes and the Company under the PMLA.

The restructuring of the Notes will be implemented through a
creditor scheme of arrangement in the Cayman Islands courts. The
first court hearing, which was originally planned for July 30,
2009, has been rescheduled.  The Company has reapplied for a court
date in August and will announce the new date once it becomes
available.

"With an agreement in principal with the majority of our holders
in place we are now working towards getting the scheme approved
and sanctioned by the court as quickly as possible," said Kei Hong
Chua, chief financial officer of ASAT Holdings Limited.

                    About ASAT Holdings Limited

Based in Hong Kong, Dongguan, China and Milpitas, California, ASAT
Holdings Limited -- http://www.asat.com/-- provides semiconductor
package design, assembly and test services.  With 20 years of
experience, the Company offers a definitive selection of
semiconductor packages and world-class manufacturing lines.
ASAT's advanced package portfolio includes standard and high
thermal performance ball grid arrays, leadless plastic chip
carriers, thin array plastic packages, system-in-package and flip
chip.  ASAT was the first company to develop moisture sensitive
level one capability on standard leaded products.   The Company
has operations in the United States, Asia and Europe.


ASYST TECHNOLOGIES: Has Separate Deals to Sell Three Divisions
--------------------------------------------------------------
Asyst Technologies, Inc., has entered into asset purchase
agreements to sell its three business operations as it completes
its restructuring plan.  Crossing Automation has agreed to acquire
Asyst's Fab Automation assets with The PEER Group agreeing to
acquire Asyst's Connectivity Software assets.  Murata Machinery
Ltd. has agreed to acquire Asyst's AMHS-related U.S. assets.

Each of the three pending transactions compliments the core
capabilities of the respective purchaser and taken together they
maximize the value of Asyst's assets and intellectual property for
the Company's stakeholders.

Fab Automation

Crossing Automation, Inc., a designer and manufacturer of
integrated vacuum wafer handling systems, has agreed to acquire
the assets of Asyst's market-leading Fab Automation business,
which designs and markets loadports, EFEMs, wafer sorters, and
RFID devices for semiconductor and semiconductor equipment
manufacturers.

"We have been looking for an entry point into the complimentary
atmospheric wafer handling market since our official market entry
last year," stated Jed Keller, President and CEO for Crossing
Automation.  "The fact that we have been able to come to agreement
to acquire the leading provider of such technology puts us in an
extremely strong position to service the semiconductor equipment
market with a complete set of automation solutions that help
manufacturers improve reliability and drive down cost."

Connectivity Software

The PEER Group Inc., a software development and consulting firm
serving the semiconductor, automotive, electronics and life
sciences industries, will be acquiring the Asyst Connectivity
Software business.

Mike Kropp, PEER Group's Chief Operating Officer, said, "Asyst's
market-leading connectivity products are the basis for tens of
thousands of production automation connections around the world.
Leveraging their solid technology foundation and large installed
base will enable us to more rapidly implement our strategy to
bring manufacturing productivity solutions to both the
semiconductor and photovoltaic industries."

Automated Material Handling

In addition, Asyst and Murata, a diversified manufacturer of
logistics and automation equipment and systems, have agreed that
Muratec will purchase the US assets from Asyst's intellectual
property associated with new products relating to the Company's
Automated Material Handling Systems business.  The transaction
also includes the U.S. AMHS field service and installation
business.

Paula LuPriore, Asyst's Chief Restructuring Officer, said, "These
acquisitions will not only preserve our customers' investments but
will also provide them with a great opportunity to take advantage
of a broader set of capabilities without the need to replace
existing systems.  We are especially grateful to our customers and
suppliers for the confidence and support they have demonstrated
throughout Asyst's restructuring period to date.  Beginning
immediately, our energies will be focused on our global customer
base and working with each of these partners to assure a smooth
transition.  Throughout the transition period and beyond, Asyst
customers will continue to receive product licenses, upgrades, and
technical support as provided in our existing contracts."

Each of the proposed transaction agreements is subject to final
court approval in the Company's restructuring proceeding pursuant
to Chapter 11 of the United States Bankruptcy Code pending in the
United States Bankruptcy Court for the Northern District of
California in Oakland.  The closing of the transactions is
expected no later than the end of August 2009.

                     About Asyst Technologies

Headquartered in Fremont, California, Asyst Technologies, Inc. --
http://www.asyst.com/-- makes, sells and supports integrated
hardware and software systems primarily for semiconductor and flat
panel display manufacturing industries.

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

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


ASARCO LLC: Confirmation Hearings for Competing Plans August 10
---------------------------------------------------------------
Judge Richard Schmidt entered a fourth revised order on July 31,
2009, to revise certain hearing dates and to establish procedures
that will govern the confirmation hearing with respect to the
three Competing Plan proposed by the Debtors, Americas Mining
Corporation and ASARCO Incorporated, and Harbinger Capital
Partners Master Fund I, Ltd., and Citigroup Global Markets, Inc.

  (i) The deadline to file objections to the confirmation of the
      Debtors' Plan and the Harbinger Plan was July 29, 2009.

(ii) The deadline to file objections to the confirmation of the
      Parent Plan is August 5, 2009, at 4:00 p.m. (Central
      Time).

(iii) The Confirmation hearings will be on August 10 to 14,
      2009, starting at 9:00 a.m. Central Time, and may continue
      through August 17 to 19, 2009, if necessary.

Parties seeking to comment on the Parent Plan must deliver their
comments and disclosures to the Debtors, with a copy to the
Parent, by August 1, 2009, at 5:00 p.m. Central Times.  Any
disclosures not provided by this time will not be included in the
solicitation package.

All Confirmation Depositions are contemplated to be completed by
August 6, 2009.

All Confirmation Declarations should be filed and served no later
than August 7, 2009.  All declarants should be available for
cross-examination at the Confirmation Hearing.

All pretrial motions must be filed and served on or prior to
August 6, 2009.  All pretrial briefs must be filed and served on
or prior to August 10, 2009, at 12:00 p.m (Central time).

The applicable plan proponent may file and serve responses to any
Plan Objections on or before August 8, 2009, at 12:00 p.m Central
Time.

The Court will convene a pre-Confirmation Status Conference at
the United States Courthouse, 1133 N. Shoreline Blvd., Second
Floor, in Corpus Christi, Texas, at 2:00 p.m. Central Time, on
August 7, 2009, to:

  -- discuss the sequence of all trial issues, including the
     presentation of testimony in support and in opposition to
     confirmation of the Plan;

  -- discuss the issues of fact and law to be tried at the
     Confirmation Hearing;

  -- establish a schedule for pre-trial motion practice;

  -- discuss the number of witnesses and the estimated time for
     presentation of each witness's testimony; and

  -- address pre-admission objections to admission of exhibits.

The Court's 4th Case Management Order is subject to the "Order
Granting Harbinger's Motion to Clarify or Modify the Third
Revised Case Management Order to Approve the Method of Production
by Harbinger of Certain Confidential Information."

A full-text copy of the Court's 4th Revised Order on
Confirmation-Related Schedules is available for free at:

http://bankrupt.com/misc/ASARCO_4thORDon_conf-relatedschedules.pdf

       Debtors Revise Schedule on Designations Filing

In a separate filing, the Debtors relate that they will make
certain designations and filings on or prior to the date of
commencement of the Confirmation Hearing, including:

  -- the designation of persons who will initially serve as Plan
     Administrator, Liquidation Trustee, SCC Litigation Trustee,
     Asbestos Trustees, members of the Asbestos TAC, and
     officers and directors of each of the Reorganized Debtors;

  -- the filing of a schedule of the annual compensation to be
     paid to the executives, officers and directors of the
     Reorganized Debtors; and

  -- filing of biographical data regarding the initial Plan
     Administrator, Asbestos Trustees and members of the
     Asbestos TAC.

The Debtors clarified the schedule as the Joint Disclosure
Statement of the three Competing Chapter 11 Plans in their cases
noted that they will be making the designations and filing 10
days before the start of the Confirmation Hearing.

                         About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Parent Beefs Up Plan With Options for Unsec. Creditors
------------------------------------------------------------------
Asarco Incorporated and Americas Mining Corporation delivered to
the U.S. Bankruptcy Court for the Southern District of Texas a
Sixth Amended Plan of Reorganization for ASARCO LLC, Southern
Peru Holdings, LLC, AR Sacaton, LLC, and ASARCO Master, Inc., on
July 26, 2009.

In light of the filing of the Parent's Sixth Amended Plan, the
Parent asks Judge Richard Schmidt for an order (i) approving a
supplemental disclosure describing the Sixth Amended Plan in the
Court-approved Joint Disclosure Statement supporting three
competing Plans from the Parent, the Debtors and Harbinger
Capital Partners Master Fund I, Ltd., and (ii) modifying the
solicitation and tabulation procedures as they relate to the
confirmation of the Sixth Amended Plan.  The Parent also sought
and obtained the Court's nod for an expedited hearing on the
request to supplement.

The Court will commence on August 10, 2009, a hearing to consider
confirmation of the competing Plans.

Clean and redlined copies of the Parent's Sixth Amended Plan, as
well as a copy of the Parent's Supplemental Disclosure, are
available for free at:

  http://bankrupt.com/misc/ASARCOInc_6th_AmendedPlan.pdf
  http://bankrupt.com/misc/ASARCOInc_6thPlan_Redlined.pdf
  http://bankrupt.com/misc/ASARCOInc_JDS_Supplement_072609.pdf

The Sixth Amended Plan contains several material improvements for
the benefit of all creditors, which include establishing
alternatives under which the claims against the Parent pursuant
to the litigation against AMC relating to shares of Southern Peru
Copper Company, now known as Southern Copper Corporation, are
preserved for the benefit of creditors, and the possibility for
certain classes of claims to collect Postpetition Interest from
the proceeds, if any, of the SCC Litigation.

The Sixth Amended Plan also provides a forfeitable deposit of
$1.3 billion to be immediately available upon confirmation of the
Sixth Amended Plan.

Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP, tells
the Court that unsecured creditor constituents, including the
Official Committee of Unsecured Creditors, and the federal and
state environmental claimants, have continued to provide input to
the Parent with respect to requested changes to the Parent's
Plan.

As a result of negotiations with creditors and in an effort to
accommodate creditor desires for enhancement of their proposed
treatment under the Parent's Plan, Mr. Beckham says that the
Parent made revisions to the Parent's Modified Fifth Plan that
address and resolve numerous issues and improve the proposed
treatment of creditors, as set forth in Sixth Amended Plan.

The Parent also asks the Court to require the Debtors to make
additional disclosures in connection with the Debtors' Plan due
to an agreement in principle the Debtors have recently reached
with Harbinger Capital.  While neither the Debtors nor Harbinger
have provided details regarding their Bondholder Agreement, Mr.
Beckham contends that certain details were revealed at a recent
deposition of Edward Caine.

Under the Bondholder Agreement, Harbinger has agreed to modify
its outstanding claim to reduce the amount of the "make-whole
payment," defer the payment of interest on the "make-whole
payment," and to subordinate both payment of the "make-whole
payment" and interest on the "make-whole payment" to other
creditors' claims in exchange for Harbinger's pledge to support
the Debtors' Plan.  Mr. Beckham says the Bondholder Agreement is
also described in a confidential e-mail communication between
counsel for Harbinger and counsel for the Debtors produced by the
Debtors as part of the confirmation discovery process.

The Parent believes that the Bondholder Agreement is a material
development that should be disclosed to all parties entitled to
vote on the competing Plans.  Currently, Mr. Beckham contends,
creditors remain ignorant of the existence or terms of the
Bondholder Agreement.  The Parent believes that the Bondholder
Agreement will certainly affect the treatment of all bondholders
under the Debtors' Plan and may affect other classes as well.

"Disclosure of the Bondholder Agreement could cause certain
creditors, such as the bondholders who were not included in the
negotiations of the Bondholder Agreement, to alter their votes,"
Mr. Beckham asserts.  "The existence of the Bondholder Agreement
may also cause creditors to withdraw any support for Harbinger's
Plan, which is likely unconfirmable if Harbinger, the proponent
of the Harbinger Plan, has agreed to support the Debtors' Plan,"
he adds.

Because the Parent's Sixth Amended Plan now provides materially
greater value to bondholders than the Debtors' Plan by including
the litigation claims against Sterlite in the litigation trust
recoveries, and by providing a Parent guaranty of the "copper
note" recovery, as well as materially superior cash
distributions, it also is entirely possible that "Harbinger may
elect to accept the Parent's Sixth Amended Plan if it is not
precluded from doing so by the undisclosed terms of the
Bondholder Agreement," Mr. Beckham argues.  He notes that the
Parent has not yet had an opportunity to discuss the matter with
Harbinger, but intends to do so.

The Parent further asks the Court to extend the deadline to file:

  (i) Plan objections from July 29 to July 31, 2009, and

(ii) serve responses to any Plan Objections to August 7, 2009.

         Grupo Mexico's Statement re Sixth Amended Plan

Grupo Mexico announced that its subsidiary Americas Mining
Corporation submitted a supplement to its Reorganization Plan
designed to provide ASARCO's creditors with enhanced flexibility,
more certainty and superior value.

The new terms relate to the litigation pending in Brownsville,
Texas and offer greater choice to creditors designed to correspond
specifically to their needs.  AMC is convinced that the judgment
against it will be reversed on appeal.  However, while some
creditors want a higher immediate cash recovery not dependant on
the outcome of the Brownsville litigation, others believe that the
merits of a judgment against AMC in the Brownsville proceedings
would be sufficient to satisfy 100% of their claims plus interest
accruing since August 10, 2005, the date of ASARCO's bankruptcy
filing.  For that reason, in an effort to satisfy the various
payment preferences among the creditors, the new Plan offers
creditors the option of choosing between: (A) AMC's current Plan,
which consists of the payment in full of the principal amount of
the claims and a projected 97% cash recovery on close; or (B) the
same terms and conditions available under the Debtors' Plan, which
preserves their litigation rights in connection with the
Brownsville proceedings, with two significant improvements.
First, in addition to the Brownsville litigation rights, the AMC
Plan additionally offers the litigation rights against Sterlite
for its breach of its $2.6 billion cash contract to buy ASARCO,
and second, it will offer additional cash at close in the amount
that would be generated by converting the 9-year non-interest
bearing promissory note under the Debtors' Plan to its present
cash value.

In light of this, AMC intends to pursue its appeal of the
Brownsville litigation until there is a final adjudication in
order to determine whether AMC is liable.  In the event that the
decision is unfavorable, it will offer creditors up to 100% of
the value of the claims as allowed by the bankruptcy judge plus
postpetition interest, amounting to payment estimated to be a
maximum of $428 million.

In sum, each creditor that votes for the AMC Plan (subject to
confirmation) will be able to choose one of the three
alternatives:

    (A) Original AMC Plan: Recover 100% of the value of the
        claims: 97% in the form of payments in cash and
        equivalents, consisting of $3.152 billion, as well as
        the remaining 3% from amounts recovered from various
        litigation proceedings, including against Sterlite.

    (B) Debtors' Plan with Improvements: AMC is offering
        precisely the same terms as the Debtors' Plan, with
        additional improvements.  This option consists of a
        payment of $1.1 billion on the closing date of the
        confirmed Plan, plus a 9-year promissory note in the
        amount of $770 million paying no interest which the
        Debtors assert has a present value of $309 million,
        amounting to $2.809 billion, plus recoveries against the
        Parent under the Brownsville litigation up to full
        principal plus post-petition interest.

        Importantly in addition, this alternative also offers
        litigation rights against Sterlite for the
        aforementioned breach of contract claim and, unlike the
        promissory note solely from Sterlite under the Debtors'
        Plan, the promissory note under the AMC Plan will be
        guaranteed by AMC.

    (C) Debtors' Plan in Cash: The option offers the same terms
        as (B) but gives creditors the option of converting
        their back-loaded 9 year recovery under the $770 million
        0% interest promissory note through a cash exchange on
        the closing date.  The present value of this note is
        $309 million.

AMC continues to believe that the bankruptcy Plan it has filed for
ASARCO offers greater value and more immediate cash than the Plan
filed by the Debtors.  In order to preclude any possibility that a
creditor could consider the Debtor's Plan to be superior, however,
AMC has determined not only to match the terms of the Debtors'
Plan, but to improve upon those terms by first contributing the
breach of contract claims against Sterlite and also offering cash
instead of the non-interest bearing Sterlite "copper note."  In
addition, after lengthy negotiation with creditor constituents,
AMC has made $125 million in cash immediately forfeitable through
sale of stock in a good faith escrow if AMC withdraws or adversely
amends its Plan, and $1.3 billion in cash fully forfeitable if it
does not meet the strict conditions of its Plan after
confirmation.  Grupo Mexico, with $1.4 billion in cash on its
balance sheet, has also signed an agreement with AMC to provide
any cash necessary to fund the AMC Plan.  Sterlite, on the other
hand, has only $125 million at stake to support its Plan and its
corporate parent is offering no guaranty of its "copper note" and
no support for the cash requirements under the Debtors' Plan.

With this amendment of its Plan, Grupo Mexico meets the individual
objectives of each one of ASARCO's creditors, demonstrating its
commitment to offer these creditors the highest value and the best
recovery alternatives in its continued resolve to successfully
reorganize its subsidiary, ASARCO.

            Parent Files Modified Sixth Amended Plan

In response to concerns raised by various parties with respect to
the Motion to Supplement, the Parent made revisions that address
and resolve certain objections, and improve the proposed
treatment of creditors through an Amended Joint Disclosure
Statement Supplement containing the Parent's Modified Sixth
Amended Plan dated July 30, 2009 and other related documents and
attachments.

A full-text copy of the Amended Supplement, as well as the
Modified Sixth Amended Plan, is available for free at:

  http://bankrupt.com/misc/ASARCOInc_JDS_Supplement_073009.pdf

Under the Modified Sixth Amended Plan, holders of Priority Claims
will receive Cash in the Allowed Amount of their Claims, and will
receive a pro rata share in recoveries realized by the Litigation
Trust and the SCC Litigation Trust until the holders are Paid in
Full, including Postpetition Interest.

Holders of Security Claims, at the election of the Parent, will
either:

  (a) receive Cash in the Allowed Amount of their claims and
      will receive a pro rata share in recoveries realized by
      the Litigation Trust and the SCC Litigation Trust until
      the holder are Paid in Full, including Postpetition
      Interest;

  (b) be Reinstated;

  (c) receive from Reorganized ASARCO all Collateral securing
      the Allowed Secured Claim; or

  (d) receive other treatment as may be agreed upon between the
      Parent and the holder of the Allowed Secured Claim.

The Parent's Modified Sixth Amended Plan also provides that each
holder of an Allowed General Unsecured Claim will have the right
to elect one of three treatments:

Treatment A: (i) Cash in the amount of a pro rata share of a
            pool consisting of the Net Distributable Cash, the
            Tax Refund and $1.4625 billion, estimated to be
            approximately 97% of the holder Allowed Claim in
            Cash, plus (ii) a pro rata share of the Distributed
            Litigation Trust Interests.  The pro rata share
            allocable to each Claim will be determined as if all
            holders of Claims in Class 3 were receiving
            Treatment A.  Class 3 Claimants electing Treatment A
            will receive higher Cash Payments on the Effective
            Date in exchange for granting the ASARCO Protected
            Parties a full release with respect to the SCC
            Litigation, and will not be entitled to receive
            Postpetition Interest.  Additionally, depending upon
            the number of creditors that elect to receive
            Treatment B or Treatment C, below, excess cash may
            be available so that creditors electing to receive
            Treatment A will receive payment in full of 100% of
            each Holder's Allowed Claim in Cash.

Treatment B: (i) Cash in the amount of a pro rata share of a
            pool consisting of the Net Distributable Cash, the
            Tax Refund and $1.15 billion from the Parent
            Contribution, plus (ii) a pro rata share of the
            Parent's Copper Note, (iii) a pro rata share of the
            Distributed Litigation Trust Interests, and (iv) a
            pro rata share of the SCC Litigation Trust
            Interests.  The pro rata share allocable to each
            Claim will be determined as if all holders of
            Claims in the same Class were receiving Treatment B.
            Class 3 Claimants electing Treatment B will have the
            opportunity to receive Payment in Full, including
            Post-Petition Interest if recoveries by the
            Litigation Trust and SCC Litigation Trust are
            sufficient to fund those payments, but not more than
            Payment in Full.

Treatment C: (i) Cash in the amount of a pro rata share of a
            pool consisting of the Net Distributable Cash, the
            Tax Refund, and $1.4578 billion from the Parent
            Contribution, plus (ii) a pro rata share of the
            Distributed Litigation Trust Interests to which the
            holder is entitled, and (iii) a pro rata share of
            the SCC Litigation Trust Interests.  The pro rata
            share allocable to each Claim will be determined as
            if all holders of Claims in the same Class were
            receiving Treatment B.  Class 3 Claimants electing
            Treatment C will have the opportunity to receive
            Payment in Full, including Postpetition Interest if
            recoveries by the Litigation Trust and SCC
            Litigation Trust are sufficient to fund the
            payments, but not more than Payment in Full.

General Unsecured Creditors may elect to receive Treatment A, B
or C under the Modified Sixth Amended Plan even if they do not
vote to accept the Parent Plan, and even if they do not express a
preference for the Parent Plan, however, General Unsecured
Creditors must make the election on the ballot that the Parent
proposed and return the ballot by the voting deadline.  Holders
of General Unsecured Claims that fail to elect Treatment A, B or
C and timely return the attached ballot will receive Treatment A
under the Parent's Plan.

The Parent has further modified the Sixth Amended Plan to provide
that if its Plan is confirmed, it will withdraw its appeals with
respect to the Environmental Custodial Trusts and the
Environmental Unsecured Claims.  Thus, Governmental Environmental
Claimants will receive the treatment they negotiated with the
Debtors and that has been approved by the Bankruptcy Court.

The Parent, however, notes that if its Plan is not confirmed, it
will continue to pursue its objections to, and any then pending
appeals of, the Debtors' Environmental 9019 Motion and the
District Court Order denying withdrawal of the reference to the
Bankruptcy Court as to the Residual Superfund and the Custodial
Trust Settlement Agreements.

As to the SCC Litigation, it will be transferred to an SCC
Litigation Trust, which will also be funded with a $20 million
SCC Litigation Trust Expense Fund, of which any unused portion
will be distributed to creditors if needed to achieve payment in
full of principal plus Postpetition Interest.  The SCC Litigation
Trust will pursue and seek recoveries on the SCC Litigation Trust
Claims.  Any net recoveries by the SCC Litigation Trust will be
distributed to holders of Priority Claims, Secured Claims,
General Unsecured Claims electing Treatment B or C, and
potentially to holders of Late-Filed and Subordinated Claims,
until those holders are paid in full, including Postpetition
Interest.

The Parent's Modified Sixth Amended Plan further provides, among
other things, that the SCC Litigation Trust will be completely
independent from Reorganized ASARCO and the Parent, and will be
governed by a Trustee and Board, selected ably by creditor
representatives.  The SCC Litigation Trustee and Board will not
report to Reorganized ASARCO or the Parent and will have no
fiduciary duties to Reorganized ASARCO or the Parent.  The tax
treatment of the SCC Litigation Trust and the SCC Litigation
Trust Beneficiaries will be the same as described for the
Litigation Trust and the Litigation Trust Beneficiaries in the
Joint Disclosure Statement

                         *     *     *

As per the minutes of a July 30, 2009 hearing, the Parent's
counsel, Robert Jay Moore, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, in Los Angeles, California, stated on the record a
very detailed update on the discussion regarding the Motion to
Supplement.

The Minutes also notes that there were some changes on the
deadlines affected by the Motion to Supplement, and an order will
be filed within 10 days with the changes.

Judge Richard Schmidt has extended to August 5, 2009, the deadline
for filing of objections to the Parent's Plan.

                         About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Parties' Confirmation Objections to Competing Plans
---------------------------------------------------------------
ASARCO LLC has sent to creditors for voting competing plans
separately proposed by the Debtors, Asarco Incorporated, and a
group led by Harbinger Capital Partners Master Fund I, Ltd.

Parent (Harbinger and Debtor Plan)

On behalf of ASARCO Incorporated and Americas Mining Company,
Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP, contends
that the Chapter 11 Plans proposed by the Debtors and Harbinger
Capital Partners Master Fund I, Ltd., cannot be confirmed because
they:

  -- are not proposed in good faith;
  -- transfer property in violation of non-bankruptcy law;
  -- contain inappropriate release and exculpation provisions;
  -- are not feasible; and
  -- allow governmental environmental claimants to recover
     amounts to which those claimants are not legally entitled.

The Debtors' Plan, Mr. Beckham asserts, cannot be confirmed
because it (i) violates the absolute priority rule by potentially
allowing uncapped distributions to Classes 3 and 4, (ii) fails to
satisfy the "best interest of creditors" test, and (iii) depends
on the New Plan Sponsor Purchase and Sale Agreement, which should
not be approved.

Mr. Beckham further contends that the Harbinger Plan cannot be
confirmed because it has been rejected by the asbestos
representatives and cannot be crammed down on their constituents.

Creditors Committee (Harbinger & Debtor Plans)

In the exercise of its statutory duties under Section 1103 of the
Bankruptcy Code, the Official Committee of Unsecured Creditors
tells Judge Schmidt that it has undertaken a serious review and
analysis of the plans of reorganization filed by the Debtors and
Harbinger Capital Partners Master Fund I, Ltd.

The Creditors Committee says it intends to continue review and
analyze the Plans in light of the vote of creditors and
discovery.  In the meantime, the Committee files an objection to
the Plans to preserve all issues prior to the August 10, 2009
Confirmation Hearing.

Paul M. Singer, Esq., at Reed Smith LLP, in Pittsburgh,
Pennsylvania, contends that the Plans cannot be confirmed because
they fail to satisfy the requirements of:

(a) Sections 1129(a)(1) and (3) of the Bankruptcy Code because
     the proposed settlement of asbestos claims has not been,
     and cannot be, approved under Rule 9019 of the Federal
     Rules of Bankruptcy Procedure;

(b) Sections 1129(a)(1) and (3) because the Plan Proponents
     have not established that their Plan Sponsors are good
     faith purchasers under Section 363(m) of the Bankruptcy
     Code;

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

(d) Section 1129(a)(5) because these individuals and entities
     have not been disclosed in the Plans:

     -- Post-Effective Date officers and directors of
        Reorganized ASARCO;

     -- The Plan Administrator and the members of the Plan
        Administration Committee;

     -- The SCC Litigation Trustee and the members of the SCC
        Litigation Trust Board; and

     -- The Liquidation Trustee and the members of the
        Liquidation Trust Board; and

(e) Section 1129(a)(7) because the Plan Proponents have not
     established that the value paid by the Plan Sponsors
     exceeds the liquidation value of the sold assets, among
     other failures.

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

U.S. Trustee (Three Plans)

Charles F. McVay, the U.S. Trustee for Region 7, filed separate
objections to the confirmation of the three competing Chapter 11
plans for ASARCO LLC and its debtor affiliates.  The Plans are
the Debtors' Sixth Amended Chapter 11 Plan of Reorganization;
Asarco Incorporated and Americas Mining Corporation's Fifth
Amended Chapter 11 Plan; and Harbinger Capital Partners Master
Fund I, Ltd.'s Second Amended Plan.

Mr. McVay contends that the Plans violate the clear prohibitions
of Section 524(e) of the Bankruptcy Code with regard to non-
debtor releases and therefore, the Plans cannot be confirmed as
it violates Section 1129(a)(1) of the Bankruptcy Code.  He
asserts that the release provisions of the Plans are overly broad
and improper, as they relate to involuntary releases of
creditors' claims against non-debtor parties -- in direct
violation of Section 524 (e).

Relating to attorneys for the bankruptcy estates, the Plans'
releases and exculpations also run afoul of applicable standards
of professional conduct, Mr. McVay avers.  Had the same
professionals now seeking to enjoy release and exculpation
provisions under the Plans initially filed employment
applications seeking similar releases and exculpation, the
applications would likely have faced strenuous objections from
the U.S. Trustee and other creditors, Mr. McVay says.

"These same professionals should not now be permitted to obtain
indirectly at the end of the case what they could not obtain
directly at the commencement of their court-approved employment,"
Mr. McVay tells the Court.  Hence, he says, the Plans should not
be confirmed unless and until their non-debtor release and
exculpation provisions are deleted.

Asbestos Committee (Harbinger Plan)

The Official Committee of Asbestos Claimants and the Future
Claims Representative Robert C. Pate argue that the Second
Amended Chapter 11 Plan of Reorganization filed by Harbinger
Capital Partners Master Fund I, Ltd., is unconfirmable as a
matter of law.

The Harbinger Plan on its face violates the absolute priority
rule of Section 1129(b)(2)(B)(ii) of the Bankruptcy Code in
leaving creditors unsatisfied and yet making distributions to
equity, asserts Sander L. Esserman, Esq., at Stutzman, Bromberg,
Esserman & Plifka, in Dallas, Texas.  He tells Judge Schmidt that
in the likely event that ballot results confirm that no class
supports the Harbinger Plan, it will be additionally disqualified
from confirmation by failing to pass any number of other hurdles,
like the well-known requirements of Sections 1129(a)(8) that
requires assent by all impaired classes, and Section 1129(a)(7)
that requires that an impaired class receive as much as it would
under a liquidation.

"Not content to ignore the black letter of the Bankruptcy Code,
Harbinger's plan goes on to propose provisions that have no legal
foundation whatsoever," Mr. Esserman contends.  He notes that the
Plan piles on benefits and protections for Harbinger and its
affiliates that are reserved by the U.S. Congress for those who
seek confirmation under Section 524(g) of the Bankruptcy Code.

Harbinger's Plan would have the Court establish a pseudo-Section
524(g) "asbestos trust" and afford the protections of a Section
524(g) channeling injunction to Harbinger and its affiliates, as
well as a variety of other non-debtors, without complying with
the strict requirements that are attendant upon the benefits of
Section 524(g), Mr. Esserman argues.  Similarly, he notes, the
Harbinger Plan purports to shelter Harbinger, its affiliates and
others from liability for legitimate claims that will inevitably
be asserted against the very company it suggests that it is
willing to "purchase."  That protection, Mr. Esserman points out,
is contrary to state law and beyond the scope of the relief from
liens, encumbrances and other interests afforded by Section
363(f) of the Bankruptcy Code.

"The plan's proposed 'purchase' of estate assets by a Harbinger
affiliate for less than fair market value -- especially where
management and the two competing bids suggest asset valuations
that far exceed the non-arm's length insider price that Harbinger
has set for its affiliated purchaser -- clearly demonstrates that
the plan is not proposed in good faith, yet another clear
prerequisite to confirmation under Code [S]ection 1129(a)(3),"
Mr. Esserman further argues.

United Steelworkers (Harbinger Plan)

The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
AFL-CIO opposes the confirmation of the Second Amended Chapter 11
Plan of Reorganization filed by Harbinger Capital Partners Master
Fund I, Ltd.

The USW is the collective bargaining representative of
approximately 1,400 employees of ASARCO LLC and the authorized
representative of approximately 800 retirees and surviving
spouses of ASARCO.  A new collective bargaining agreement between
ASARCO and the USW was approved by the U.S. Bankruptcy Court for
the Southern District of Texas and the U.S. District Court for
the Southern District of Texas has affirmed that approval.

Patrick M. Flynn, Esq., in Houston, Texas, relates that a special
successorship clause or SCC was negotiated as part of the ASARCO
CBA that is applicable until the effective date of a plan of
reorganization.  The SSC covers any transaction resulting in a
"Change of Control," which includes a plan, and the exchange or
conversion of claims or securities by any person, group, or
entity for securities that constitute or are exchangeable for a
majority of the common equity or voting securities of the
company.

Under the SSC, a buyer of ASARCO's assets must recognize the USW
and enter into a CBA.  The SSC additionally provides that the USW
would "negotiate in good faith" and "offer fair and reasonable
terms" to "every Prospective Buyer."  The terms offered by the
USW would be "substantially the same," except that "non-identical
[non-economic] terms and conditions" may be offered as long as
they "reflect differences in the nature of the prospective
buyer," as in differences between financial and strategic buyers.

Mr. Flynn contends that the Harbinger Plan violates the SSC
because by definition, it is a plan of reorganization and a sale,
which invoke the application of the SSC.  He asserts that the SSC
requires that Harbinger reach a consensual agreement with the
USW, and it is undisputed that Harbinger has not reached a new
consensual CBA with the USW.

In the absence of an application by the Debtors or the Official
Committee of Unsecured Creditors to terminate the SSC, the SSC is
binding and the Harbinger Plan cannot be confirmed, Mr. Flynn
maintains.  He notes that while a CBA was reached early last year
between the USW and Harbinger in the context of a Harbinger
reorganization proposal from early last year, the USW has not
agreed that that agreement would be applicable in the context of
the current Harbinger Plan.  "Harbinger has not even requested a
negotiating session, or made a proposal for a new CBA, in the
context of the current Harbinger plan."  In this light, Mr. Flynn
asserts that the Harbinger Plan cannot be confirmed.

Mr. Flynn says Harbinger appears to recognize the requirements of
the SSC, as the proposed Purchase and Sale Agreement between
Harbinger and the Debtors provides that "[the] Purchaser and the
United Steelworkers of America shall have executed an agreement
to amend and modify the existing Collective Bargaining Agreement
with the United Steelworkers of America," and these obligations
appear therefore to be requirements of the Harbinger Plan.

To the extent Harbinger changes its position and argues that the
SSC is somehow not applicable, the USW reserves the right to
supplement its objection.

"The USW represents thousands of retiree creditors who, although
they or the USW have not voted on the three Plans, will receive
far superior treatment under the Sterlite plan because of the
treatment of retiree benefits under the USW agreement with
Sterlite," Mr. Flynn avers.  "The USW strongly supports approval
of the Sterlite plan and opposes approval of the Harbinger plan,"
he continues.

London Market Insurers (3 Competing Plans)

Certain London Market Companies, also known as London Market
Insurers, opposes the confirmation of the Plans of Reorganization
submitted by the Debtors, ASARCO Incorporated and Americas Mining
Corporation, and Harbinger Capital Partners Master Fund I, Ltd.

ASARCO LLC and LMI entered into a Court-approved Confidential
Settlement Agreement and Release dated July 13, 2006, whereby LMI
paid the Debtors $18,943,000 in exchange for (i) a buyback of
certain insurance rights, (ii) the Debtors' good faith efforts to
obtain an injunction of all asbestos claims and "Related Claims"
pursuant to Section 524(g) of the Bankruptcy Code, and (iii)
reports on the claims processed by a trust.

LMI contends that the Debtors' and Harbinger's Plans contain
provisions that do not comply with its Release Agreement.  LMI
argues that:

  -- The Debtors' Plan does not provide for an injunction of all
     Asbestos Claims or all Related Claims;

  -- The Harbinger Plan does not include an injunction pursuant
     to Section 524(g).  The Harbinger Plan also permits
     Harbinger, at its discretion, to exclude Settling Asbestos
     Insurance Companies, including LMI, from the protection of
     any injunction barring Asbestos Claims; and

  -- None of the Plans requires the Trust to provide the
     required reports.

The Court Order on the LMI Agreement specifies that the Debtors
are bound by the terms of the Agreement and directs them to
perform their obligations under the Agreement, relates Gary R.
Maze, Esq., at Duane Morris LLP, in Houston, Texas.  Thus, he
maintains, any Plan that disposes of the assets of the Debtors'
estates must comply with the terms of the LMI Agreement.

In this light, LMI asks the Court to deny confirmation of
proposed Chapter 11 Plan in the Debtors' cases until they are
amended to comply with the terms of the LMI Agreement.

LMI further contends that the permanent channeling injunction in
the Debtors' Plan and the injunction and bar order in the
Harbinger Plan should be revised to bar all asbestos personal
injury claims pursuant to Section 524(g).

Mt. McKinley and Everest (Three Competing Plans)

Mt. McKinley Insurance Company, formerly known as Gibraltar
Casualty Company, and Everest Reinsurance Company, formerly known
as Prudential Reinsurance Company, object to the confirmation of
the three competing plans of reorganization submitted by the
Debtors, Asarco Incorporated and Americas Mining Corporation, and
Harbinger Capital Partners Master Fund I, Ltd.

"The three competing Plans share many of the same infirmities
that require denial of confirmation, and for the sake of brevity,
the objectionable provisions will be addressed together where
appropriate," Tony L. Draper, Esq., at Walker Wilcox Matousek
LLP, in Houston, Texas, tells Judge Schmidt, on behalf of the
Insurer Objectors.

Each of the three Plans contains "Insurance Neutrality"
provisions as required by the Court's May 29, 2008 order
extending scope of insurance neutrality addendum attached to
order approving compromise and settlement regarding resolution of
derivative asbestos claims.  The Insurance Neutrality provisions
in the Plans apply to MMIC and provide, among other things, that
nothing in the Plans or the confirmation proceedings will affect
or impair MMIC's coverage obligations, if any, or its rights and
defenses under any applicable insurance policies, Mr. Draper
contends.  He notes that MMIC's rights to litigate any and all
coverage issues in a separate and fully adversarial trial are
preserved.

The objections raised by MMIC regarding the Plans do not, and are
not intended to, address or raise any issue that could be
considered a coverage-related issue, Mr. Drape says.  He asserts
that MMIC's objections relate to, among other things, certain
contractual rights and claims that MMIC possesses in connection
with certain prepetition insurance policy settlements.

Mr. Draper relates that MMIC has a pending state court legal
action against the Parent and other non-debtors, including Grupo
Mexico S.A. de C.V., and Corporation Minera Nor Peru, in
connection with the alleged breach of obligations under a
Settlement Agreement, Release and Policy Buy-Back dated March 20,
2003.  He contends that the Plans are not confirmable to the
extent they would impair or abrogate MMIC's contractual and legal
rights and claims against non-debtors.

MMIC further objects to confirmation of the Plans because, among
other things, they violate Sections 524(e) and (g) and 1129(a)(1)
of the Bankruptcy Code and other applicable law.

Century Indemnity Company (Debtor, Harbinger Plans)

Century Indemnity Company, as successor to CCI Insurance Company,
as successor to Insurance Company of North America, and as
successor to CIGNA Specialty Insurance Company, formerly
California Union Insurance Company, asserts that the Debtors and
Harbinger Capital Partners Master Fund I, Ltd., have failed to
establish that the Chapter 11 Plans they proposed are feasible
under Section 1129 of the Bankruptcy Code.

Prior to the Petition Date, Century Indemnity issued one or more
insurance policies for the benefit of ASARCO LLC.

M. Forest Nelson, Esq., at Burt Barr & Associates, L.L.P., in
Dallas, Texas, contends that the Plan Proponents bear the burden
of demonstrating that they have satisfied the applicable
requirements of Section 1129.  "Although it is not entirely
clear, the Debtors' Plan appears to contemplate that the
contingent claims of Century and the insurers would therefore be
considered Asbestos Trust Expenses under the Debtors' Plan.  Yet,
neither the Debtors' Plan nor the Asbestos Trust Agreement
provides a reserve for paying the contingent claims of Century
and other insurers," he points out.

During his deposition, Joseph Lapinsky, the Debtors' president
and chief executive officer, testified that no one had performed
any analysis whatsoever of the potential net value of the
contingent claims of Century Indemnity and other insurers, and
that the Debtors are unsure how much would need to be set aside
to effectively reserve for those claims.

Mr. Nelson also contends that the Plans fail to disclose the
identities, affiliations and compensation of the management of
Reorganized ASARCO.  He adds that among other things, the
Debtors' Plans does not satisfy the "best interests" test because
it will release the Debtors' potential litigation claims against
Sterlite USA, Inc.

Fireman's Fund Insurance (3 Competing Plans)

Fireman's Fund Insurance Company asserts that despite the
inclusion of "neutrality" language mandated by the Court, none of
the three Competing Chapter 11 Plans in the Debtors' cases are
"insurance neutral."  Each Plan contains other provisions that
supersede and negate "insurance neutrality" in important respects
that could not have been anticipated when the neutrality language
was drafted, Veronica Martinsen Bates, Esq., at Hermes Sargent
Bates, in Dallas, Texas, reminds Judge Schmidt.

Ms. Bates relates that the Court previously endorsed the
proposition that any plan of reorganization in the Debtors'
bankruptcy cases has to be "insurance neutral."

"The presence of plan provisions that negate 'neutrality' is
particularly significant because the existing 'neutrality'
language does not purport to govern in the event of a conflict
between it and other provisions of the plans," Ms. Bates asserts.
Indeed, she reveals, the Debtors' witness testified that the
Court-mandated insurance neutrality language is subordinate to
other provisions contained in Debtors' Plan, thereby nullifying
the "neutrality" language.

Specifically, Ms. Bates contends, neither the "insurance
neutrality" language nor any other provision of the Plans
preserves non-settling insurers' rights to obtain contribution
from settled insurers with respect to particular claims that
trigger coverage issued by both non-settling insurers and settled
insurers.  She points out that under the Fifth Circuit precedent,
a plan that simply enjoins one non-debtor's state law claims
against another non-debtor is not confirmable.

Because none of the Plans can be accurately characterized as
"insurance neutral" and because the Plans purport to simply
eliminate and enjoin its contribution claims against settled
insurers, FFIC objects to the confirmation of all three Plans.

American Home and Lexington (Parent Plan)

American Home Assurance Company and Lexington Insurance Company
relate that prior to the Petition Date, they entered into three
settlement agreements with the Debtors' predecessor-in-interest,
which, among other things, resolved the Insurers' insurance
obligations for certain claims asserted against the Debtors.

After the Petition Date, the Debtors commenced three separate
adversary proceedings against either American Home, Lexington, or
both, as named defendants.  The Actions, two of which have been
filed under seal, allege avoidance and fraudulent conveyance
claims against the Insurers.  The Debtors have until 90 days
after their Chapter 11 Plan's effective date to serve the
Actions' complaints.

Michael S. Davis, Esq., at Zeichner Ellman & Krause LLP, in New
York, points out that it is unclear whether the Asbestos Trust,
the presumed assignee of the Actions, will pursue the Actions
against the Insurers.  The Insurers relate that as of July 29,
2009, they have no information to suggest that the Asbestos Trust
will not.  The Insurers acknowledge that they are committed to
make substantial payments to the Debtors and their predecessor-
in-interest pursuant to the Settlement Agreements.

Mr. Davis argues that the three Competing Plans in the Debtors'
cases cannot be confirmed because they fail to provide for the
possibility that the Insurers may prevail in the Actions, or that
the Settlement Agreements may be voided.  He also asserts that
the Plans should clarify the Insurers' right of setoff.  He
points out that the Parent Plan improperly channels
indemnification claims to the trust to be created under Section
524(g) of the Bankruptcy Code.

The Insurers join in to any objections made by other insurers in
the Debtors' bankruptcy cases, limited to the extent that the
objections lend further support to the arguments made by the
Insurers in their objection.

Several other parties-in-interest also filed separate objections
to one or more of the three Competing Plans.  They include
insurance carriers and other entities:

  * First State Insurance Company
  * New England Insurance Company
  * Hartford Accident and Indemnity Company
  * Twin City Fire Insurance Company
  * Hartford Financial Services Group, Inc.
  * Halcyon Master Fund L.P.
  * Mitsui & Co. (U.S.A.), Inc.
  * Montana Resources, Inc.
  * Texas Comptroller of Public Accounts

City of El Paso (Parent Plan)

The city of El Paso, in Texas, files a conditional objection to
the Modified Fifth Amended Plan of Reorganization filed by Asarco
Incorporated and Americas Mining Corporation.  The City is a
creditor in the Debtors' bankruptcy cases, and holds an allowed
unsecured claim against the Debtors.  The City is also a party-
in-interest with regard to the Debtors' contaminated El Paso
Smelter.

The City has an important interest in seeing that the El Paso
Smelter is timely and properly cleaned up, relates H. Christopher
Mott, Esq., at Gordon Mott & Davis P.C., in El Paso, Texas.  The
City avers that it is clear that the El Paso Smelter will not
reopen as an operating facility, and what remains is clean-up of
the substantial environmental contamination at the smelter
property.

In March 2009, ASARCO LLC sought and obtained a Court order
approving settlement of environmental claims under Rule 9019 of
the Federal Rules of Bankruptcy Procedure, which motion sought
approval of several separate settlement agreements relating to
numerous environmental sites, including a custodial trust
settlement for environmental clean-up of the El Paso Smelter.  In
connection with the 9019 Motion, the Debtors filed a proposed
Consent Decree and Settlement Agreement Establishing a Custodial
Trust for the Owned Smelter Site in El Paso, Texas, and the Owned
Smelter Site in Amarillo, Texas, among Texas Commission on
Environmental Quality, the U.S. Environmental Protection Agency,
and ASARCO.

With respect to the Texas Custodial Trust Settlement for the El
Paso Smelter, the current Parent Plan basically proposes
alternative forms of treatment dependent on whether Class 3
General Unsecured Creditors accept or reject the Parent Plan and
remain neutral with respect to the Competing Plans, Mr. Mott
relates.

If Class 3 votes to accept the Parent Plan and is at least
neutral on the Competing Plans, the Parent Plan generally
provides that on the Plan Effective Date, the Parent will cause
its Plan Administrator to implement the Texas Custodial Trust
Settlement as negotiated by the Debtors and set forth in the 9019
Motion, and the $52 million in trust funding for clean-up of the
El Paso Smelter will be treated as an administrative claim and
will be funded in cash in the full amount.  The Parent Plan
further provides that the "final form" of the Texas Custodial
Trust Agreement for the Smelter would be agreed upon by the
Parent and the environmental claimholders to contain "non-
substantive modifications" to reflect the Parent Plan.

If Class 3 votes to reject the Parent Plan or is not neutral on
the Competing Plans, the Parent Plan generally provides that the
Parent will continue to pursue its appeal of the Settlement
Order; all claims with respect to the Designated Sites, including
the El Paso Smelter, will be treated as disputed claims pending a
final order resolving the disputed claims; and the Plan
Administrator will maintain the Environmental Custodial Trust
Assets, including the El Paso Smelter and the funding, in a
Disputed Claims Reserve pending final resolution.

"In substance, the current Parent Plan is attempting to use the
funding and creation of the environmental custodial trust
settlements previously ordered by the Court (including creation
of the Texas Custodial Trust and funding for cleanup of the El
Paso Smelter) as leverage and incentive for Class 3 creditors to
vote to accept such Plan," Mr. Mott contends.

It will not be known until after the Plan objection deadline if
Class 3 will accept the Parent Plan and thus, whether the Parent
will effectively honor the Court's Settlement Order and fund the
Texas Custodial Trust Settlement for the El Paso Smelter as
required by that settlement, Mr. Mott notes.

Accordingly, the City files its conditional objection to the
Parent Plan in the event that holders of Class 3 Claims do not
accept the Parent Plan and in that event, asks the Court to deny
confirmation of the Parent Plan in its present form.  The City
also files an objection in the event that holders of Class 3
Claims accepts the Parent Plan or the Parent is permitted to file
and solicit based on its proposed Parent Plan, to address limited
matters.

Asbestos Judgment Creditors (Competing Plans)

Certain asbestos judgment creditors represented by Martin K.
Berks, Esq., at Law Offices Of Martin K. Berks Environmental
Attorneys Group, P.C., and Roger Lucas, Esq., at Marsh, Rickard &
Bryan, P.C., both in Birmingham, Alabama, oppose the three
separate plans of reorganization proposed by the Debtors, Asarco
Incorporated and Americas Mining Corporation, and Harbinger
Capital Partners Master Fund I, Ltd.

On May 10, 2002, the Berks & Lucas Claimants obtained a judgment
in the lawsuit Clarence Ervin Alverson, et al., v. William H.
Beasley, et al., in the Circuit Court of Jefferson County,
Alabama.  The Judgment incorporated a settlement agreement among
the Berks & Lucas Claimants, defendants Lac d'Amiante du Quebec,
Ltee, and Asarco Incorporated.  As part of the Agreement, LAQ was
to make certain payments to the Berks & Lucas Claimants on
account of their asbestos related tort claims.  The Agreement
also provided that "Asarco Inc.-Related Entities" will pay to the
Berks & Lucas Claimants any amounts not paid by LAQ.  The Berks &
Lucas Claimants aver that LAQ and the Asarco Inc.-related
Entities did not pay them in full prepetition.

The Debtors' Plan provides that the sole recourse of the holder
of an Unsecured Asbestos Personal Injury Claim or Demand shall be
the Asbestos Trust and the Asbestos TDP, relates Carol E.
Jendrzey, Esq., at Cox Smith Matthews Incorporated, in San
Antonio, Texas.

"The Debtors' Plan improperly disregards the Berks & Lucas
Claimants rights to payment, as a Class 3 claimant, on account of
the Guaranty," Ms. Jendrzey argues.  "Unlike many asbestos
claimants, the Berks & Lucas Claimants have two distinct claims,
first as an asbestos/tort claimant and second pursuant to the
Guaranty/contract claim," she adds.

Similarly, Ms. Jendrzey contends that the Parent Plan and the
Harbinger Plan provide that the sole recourse of the holder of
asbestos claims will be against the respective trusts.  Again,
she points out those provisions improperly disregard the Berks &
Lucas Claimants dual claims and may limit the Berks & Lucas
Claimants ability to recover as both Class 3 and Class 4
claimants.

Ron and Linda Deen (3 Competing Plans)

Ron and Linda Deen file separate objections to the Plans of
Reorganization submitted by the Debtors, Asarco Incorporated and
Americas Mining Corporation, and Harbinger Capital Partners
Master Fund I, Ltd.

As previously reported, the Deens have alleged that ASARCO LLC
seeks to oust them from the 12-acre home they own by virtue of
the Arizona adverse possession law.  The Deens insisted that they
have been living for nearly 25 years in the Property with the
knowledge of local senior management of ASARCO.  The Property is
also claimed by ASARCO.  The Deens have argued that the Property
is not necessary to the Debtors' reorganization.

The Deens contend that under the Plans, the Property will be
sold, which in effect purportedly transfers the Property to a
purchaser and entirely ignores their ownership of Property.

Although the Plan Proponents are large entities, none of them is
a governmental entity and accordingly, if the Deens are correct
that they are the owners of the Property by adverse possession,
none of the Debtors have the power of condemnation that could
compel the Deens to relinquish ownership of the Property in
exchange for money, asserts Timothy P. Dowling, Esq., at Gary,
Thomasson, Hall & Marks, P.C., in Corpus Christi, Texas.

Therefore, the Plan Proponents by means of their Plans do not
have the legal ability to divest the Deens of their ownership of
the Property, and the Plans' attempt to do so makes the Plans
inheritably and fundamentally non-confirmable, Mr. Dowling
argues.  He adds that no provision of Bankruptcy Code or any
other law gives the Plan Sponsors the power to divest the Deens
of the ownership of the Property.

The Plan Proponents are entitled to disagree with the Deens'
contention that the Deens own the Property, but this is a matter
that the law requires be resolved in litigation in an appropriate
forum after a full trial on the merits at a later date, Mr.
Dowling says.  He points out that the issue cannot be resolved by
fiat in the Plans.

                         About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Says Harbinger Plan Not Proposed in Good Faith
----------------------------------------------------------
ASARCO LLC asserts that the Second Amended Chapter 11 Plan filed
by Harbinger Capital Partners Master Fund I, Ltd., was not
proposed in good faith, is not feasible, is inferior to the
Debtors' Plan and violates multiple mandatory requirements for
confirmation.

The solicitation of the three Competing Plans in the Debtors'
cases has commenced.  Jack L. Kinzie, Esq., at Baker Botts
L.L.P., in Dallas, Texas, relates that the Court permitted
Harbinger to file its competing Plan as an emergency-use-only, or
"fall back" plan in the event the Court found both the Debtors'
Plan and the Parent Plan unconfirmable.  He argues that in the
unlikely event that the Court determines that the Debtors' Plan
and the Parent Plan are not confirmable, the Harbinger Plan fails
as an adequate substitute.

Along with ASARCO LLC's cash on hand, the $500 million in cash
consideration proposed by Harbinger is about 45% of the total
consideration proposed under either the Debtors' or the Parent's
Plan, Mr. Kinzie points out.  He adds that the Harbinger Plan
does not have the support of any major constituency and without
the support of creditors, the Harbinger Plan cannot be confirmed.

Harbinger cannot prove feasibility of its Plan because it has not
filed or provided a single signed document supporting the
financial commitments provided in its Plan, Mr. Kinzie contends.
He says that the Harbinger Plan violates the best interest of
creditors test and other provisions required for confirmation.

"Finally, even in the unlikely event that the Court finds the
Harbinger Plan confirmable, it is far inferior to the Debtors'
Plan, which provides a much higher recovery to all creditors,
resolves asbestos and environmental liabilities, enjoys broad
creditor support (including from the labor unions), and provides
greater certainty," Mr. Kinzie further argues.

Hence, ASARCO asks the Court to deny confirmation of the
Harbinger Plan and confirm the Debtors' Plan.

                         About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


AVIS BUDGET: Bank Debt Trades at 11% 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 88.43
cents-on-the-dollar during the week ended Friday, July 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.43
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 July 31,
among the 144 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/--).


BANK OF AMERICA: Fitch Affirms 'B' Rating on Preferred Stock
------------------------------------------------------------
With pressure on Bank of America Corporation's preferred level
ratings abating somewhat, it is less likely that BAC will need to
defer dividends on trust preferred stock or omit dividends on
preferred stock, according to Fitch Ratings.  In response, Fitch
has affirmed and removed BAC's preferred and trust preferred stock
ratings from Rating Watch Negative.  This action affects
approximately $59 billion of preferred stock and $25 billion of
trust preferred securities.

Management has been successful at capital-raising efforts during
the second quarter of 2009 (2Q'09).  Also, while core earnings
were relatively weak, the company was able to avoid large losses
in 2Q'09 despite rising problem asset levels.

Fitch has affirmed BAC's long-term and short-term Issuer Default
Ratings at 'A+' and 'F1+', respectively, which are set at the
support floor due to expected U.S. government support, and for
which the Rating Outlook is Stable.  Fitch has also affirmed
ratings on senior, subordinated, and deposit instruments for all
entities, since these ratings are based on the IDRs.  Fitch notes
that the government has repeated that it intends to provide
support to Bank of America and its subsidiaries.  In light of
this, Fitch has affirmed BAC's Support Rating at `1' and Support
Floor at 'A+. ' The Support Ratings and Support Floors apply to
the senior obligations of the parent company and other nonbank
operating subsidiaries as well as of the bank entities.  In
Fitch's rating criteria, a bank's standalone risk is reflected in
Fitch's individual ratings and the prospect of external support is
reflected in Fitch's support ratings. Collectively these ratings
drive Fitch's long- and short-term IDRs.

BAC was required to raise $33.9 billion under the Supervisory
Capital Assessment Program (SCAP stress test) conducted by U.S.
bank supervisors.  Management was able to raise about $40 billion
through a combination of tactics, including raising equity
directly, conducting voluntary exchanges of non-governmental
perpetual preferred stock for common equity, taking a gain by
reducing its stake in a non-U.S. bank, and arranging a joint
venture in its merchant processing business.  Due to these
efforts, management has raised Tier 1 common equity to 6.9% at
2Q'09, from 4.5% at 1Q'09.  Total preferred stock (including about
$40 billion in stock issued to the government) has declined to
$59 billion at 2Q'09 compared to $73 billion in the prior quarter,
while the projected annual preferred stock dividend is projected
to decline by about $1 billion.

Asset quality concerns problems remain severe, and continue to
restrain preferred, trust preferred and bank Individual ratings.
Credit card losses continue to climb as employment trends in the
U.S. worsen.  BAC's experience in this portfolio is worse than
peers, due in part to above average line size, a below average
level of borrowers who pay in full monthly, and portfolio
seasoning.  One positive sign is a recent improvement in early
stage delinquencies, but it is too early to determine whether this
trend will be sustained.  The home equity, commercial real estate,
and residential loan portfolios are also experiencing considerable
stress.  Losses are still manageable in the commercial and
industrial loan portfolio, but problem asset trends are rising,
and Fitch expects further deterioration.  Credit losses and mark
to market charges on capital markets holdings continue to pressure
earnings.  Although BAC has reported positive net income in both
1Q'09 and 2Q'09, results have included the benefit from harvesting
unusual gains on investments.  With those gains excluded, core
earnings have hovered near the break even point.  Fitch expects
asset quality trends to be the major earnings driver going
forward, and that improvement in asset quality will likely be
necessary for BAC to produce stronger core earnings results.

BAC is making changes to senior executive ranks and the board of
directors.  Shareholders voted to divide the roles of CEO and
board Chairman at the annual shareholder meeting.  Four new
directors with industry experience have joined the board, while
seven directors have departed.  BAC has replaced the Chief Risk
Officer and has also reassigned other experienced executives to
new risk management roles.  Fitch believes the changes in
management and Board supervision have positive potential but notes
that the new executives and directors are unseasoned in their
current roles.  BAC also faces significant litigation risk,
particularly in connection with recent mergers.  Fitch will
continue to evaluate trends in litigation risk in future
surveillance.

Fitch has withdrawn all ratings of Merrill Lynch Bank USA, since
this entity has now been merged into Bank of America N.A. Also,
since BAC has stated that the First Republic Bank subsidiary is
for sale, Fitch has placed those ratings on Rating Watch Evolving.
In the event that this subsidiary is sold and the debt remains the
responsibility of the subsidiary, the ratings would likely be
raised if it were acquired by a higher-rated entity.  Conversely,
the ratings would likely be lowered if acquired by a lower-rated
entity.

Fitch has affirmed these ratings and removed them from Rating
Watch Negative:

Bank of America Corporation

  -- Preferred stock 'B';

Merrill Lynch & Co. Inc.

  -- Preferred stock 'B';

BankAmerica Corporation

  -- Preferred stock 'B';

BAC Capital Trust I - VIII

  -- Trust preferred securities 'BB-';

BAC Capital Trust X - XV

  -- Trust preferred securities 'BB-';

BAC AAH Capital Funding LLC I - VII

  -- Trust preferred securities 'BB-';

BAC AAH Capital Funding LLC IX - XIII

  -- Trust preferred securities 'BB-';

BAC LB Capital Funding Trust I - II

  -- Trust preferred securities 'BB-';

BankAmerica Capital II, III

  -- Trust preferred securities 'BB-';

BankAmerica Institutional Capital A, B

  -- Trust preferred securities 'BB-';

BankBoston Capital Trust III-IV

  -- Trust preferred securities 'BB-';

Barnett Capital Trust III

  -- Trust preferred securities 'BB-';

Countrywide Capital III, IV, V

  -- Trust preferred securities 'BB-';

Fleet Capital Trust II, V, VIII, IX

  -- Trust preferred securities 'BB-';

MBNA Capital A, B, D, E

  -- Trust preferred securities 'BB-';

Merrill Lynch Preferred Capital Trust III, IV, and V

  -- Trust preferred securities 'BB-';

Merrill Lynch Capital Trust I, II and III

  -- Trust preferred securities 'BB-';

NB Capital Trust II, III, IV

  -- Trust preferred securities 'BB-';

Fitch has affirmed these ratings with a Stable Outlook:

Bank of America Corporation

  -- Long-term debt guaranteed by TLGP at 'AAA';
  -- Short-term debt guaranteed by TLGP at 'F1+';
  -- Long-term IDR (IDR) at 'A+';
  -- Long-term senior debt at 'A+';
  -- Long-term subordinated debt at 'A';
  -- Short-term IDR at 'F1+';
  -- Short-term debt at 'F1+';
  -- Individual 'D';
  -- Support '1';
  -- Support Floor 'A+'.

Bank of America N.A.

  -- Long-term debt guaranteed by TLGP at 'AAA';
  -- Short-term debt guaranteed by TLGP at 'F1+';
  -- Long-term deposits at 'AA-';
  -- Long-term IDR 'A+';
  -- Long-term senior debt 'A+';
  -- Long-term subordinated debt 'A';
  -- Short-term IDR 'F1+';
  -- Short-term deposits 'F1+';
  -- Short-term debt 'F1+';
  -- Individual 'D';
  -- Support '1';
  -- Support Floor 'A+'.

Banc of America Securities Limited

  -- Long-term IDR 'A+';
  -- Short-term IDR 'F1+'.

Banc of America Securities LLC

  -- Long-term IDR 'A+';
  -- Short-term IDR 'F1+'.

B of A Issuance B.V.

  -- Long-term IDR 'A+';
  -- Long-term senior debt 'A+';
  -- Subordinated debt 'A';
  -- Support '1'.

Bank of America Georgia, N.A.
Bank of America Oregon, National Association
Bank of America Rhode Island, National Association
Bank of America California, National Association

  -- Long-term IDR 'A+';
  -- Short-term IDR 'F1+';
  -- Individual 'D';
  -- Support '1';
  -- Support Floor 'A+'.

FIA Card Services N.A.

  -- Long-term deposits 'AA-';
  -- Long-term IDR 'A+';
  -- Long-term senior debt 'A+';
  -- Long-term subordinated debt 'A';
  -- Short-term IDR 'F1+';
  -- Short-term deposits 'F1+';
  -- Short-term debt 'F1+';
  -- Individual 'D';
  -- Support '1';
  -- Support Floor 'A+'.

MBNA Canada Bank

  -- Long-term IDR 'A+';
  -- Long-term senior debt 'A+';
  -- Long-term subordinated debt 'A';
  -- Short-term IDR 'F1+'.

MBNA Europe Bank Ltd.

  -- Long-term IDR 'A+';
  -- Long-term senior debt 'A+';
  -- Long-term subordinated debt 'A';
  -- Short-term IDR 'F1+';
  -- Individual 'D';
  -- Support '1'.

LaSalle Bank Corporation

  -- Long-term IDR (IDR) 'A+';
  -- Short-term IDR 'F1+';
  -- Individual 'D';
  -- Support '1';
  -- Support Floor 'A+'.

LaSalle Bank N.A.
LaSalle Bank Midwest N.A.
United States Trust N.A.

  -- Long-term deposits 'AA-';
  -- Short-term deposits 'F1+'.

Merrill Lynch & Co., Inc.

  -- Long-term IDR 'A+';
  -- Long-term senior 'A+';
  -- Subordinated debt 'A';
  -- Short-term IDR 'F1+';
  -- Commercial paper 'F1+';
  -- Individual 'D';
  -- Support '1';
  -- Support Floor 'A+'.

Merrill Lynch International Bank Ltd.

  -- Long-term IDR 'A+';
  -- Short-term IDR 'F1+';
  -- Individual 'D';
  -- Support '1'.

Merrill Lynch S.A.

  -- Long-term IDR 'A+';
  -- Long-term senior 'A+';
  -- Support '1'.

Merrill Lynch & Co., Canada Ltd.

  -- Short-term IDR 'F1+';
  -- Short-term debt 'F1+'

Merrill Lynch Bank & Trust Co., FSB

  -- Long-term IDR 'A+';
  -- Long-term deposits 'AA-';
  -- Short-term IDR 'F1+';
  -- Short-term deposits 'F1+';
  -- Individual 'D';
  -- Support '1';
  -- Support Floor 'A+'.

Merrill Lynch Canada Finance

  -- Long-term IDR 'A+';
  -- Long-term senior 'A+';
  -- Short-term IDR 'F1+';
  -- Individual 'D';
  -- Support '1'.

Merrill Lynch Finance (Australia) Pty LTD

  -- Short-term IDR 'F1+';
  -- Commercial Paper 'F1+'.

BankAmerica Corporation

  -- Long-term senior debt 'A+';
  -- Long-term subordinated debt 'A'.

Countrywide Bank FSB

  -- Long-term deposits 'AA-;
  -- Short-term deposits 'F1+'.

Countrywide Financial Corp.

  -- Long-term senior debt 'A+';
  -- Long-term subordinated debt 'A'.

Countrywide Home Loans, Inc.

  -- Long-term senior debt 'A+'.

FleetBoston Financial Corp

  -- Long-term subordinated debt 'A'.

LaSalle Funding LLC

  -- Long-term senior debt 'A+'.

MBNA Corp.

  -- Long-term senior debt 'A+';
  -- Long-term subordinated debt 'A';
  -- Short-term debt 'F1+'.

NationsBank Corp

  -- Long-term senior debt 'A+';
  -- Long-term subordinated debt 'A'.

NationsBank, N.A.

  -- Long-term senior debt 'A+'.

NCNB, Inc.

  -- Long-term subordinated debt 'A'.

Fitch has placed these ratings on Rating Watch Evolving:

First Republic Bank

  -- Subordinated debt 'A'.

Fitch has revised the Rating Watch for these issues to Rating
Watch Evolving from Rating Watch Negative:

First Republic Preferred Capital Corp.
First Republic Preferred Capital Corp. II

  -- Trust preferred securities 'BB-'.

Fitch has withdrawn these ratings:

Merrill Lynch Bank USA

  -- Long-term IDR 'A+';
  -- Long-term deposits 'AA-';
  -- Short-term IDR 'F1+';
  -- Short-term deposits 'F1+';
  -- Individual 'D';
  -- Support '1';
  -- Support Floor 'A+'.


BCH LANDHOLDING: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: BCH Landholding LLC
        PO Box 1738
        North Hampton, NH 03862

Bankruptcy Case No.: 09-12851

Chapter 11 Petition Date: July 30, 2009

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

Debtor's Counsel: William S. Gannon, Esq.
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830
                  Email: bgannon@gannonlawfirm.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
8 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nhb09-12851.pdf

The petition was signed by Brian Hayes, sole member of the
Company.


BRANCH REALTY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Branch Realty Inc.
        725 Branch Avenue, Suite 105
        Providence, RI 02904

Bankruptcy Case No.: 09-12906

Chapter 11 Petition Date: July 29, 2009

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Judge: Arthur N. Votolato

Debtor's Counsel: Michael W. Favicchio, Esq.
                  1200 Reservoir Avenue
                  Cranston, RI 02920
                  Tel: (401) 946-1850
                  Fax: (401) 383-0572
                  Email: mfavicchio@favilaw.com

Estimated Assets: $0 to $50,000

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/rib09-12906.pdf

The petition was signed by Kimberly A. Ricci, president of the
Company.


BUILDING MATERIALS: Court Sets Aug 31 Deadline for Proofs of Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established August 31, 2009, at 5:00 p.m. as the general bar date
for the filing of proofs of claim, including Section 503(b)(9)
claims in Building Materials Holding Corporation, et al.'s
bankruptcy cases.

The bar date with respect to governmental units is December 16,
2009, at 5:00 p.m.

To be properly filed, a proof of claim must be filed in the
bankruptcy case of the specific Debtor against which the claimant
holds or asserts a claim.

Proofs of claim must be filed so as to be actually received by The
Garden City Group, Inc., the approved Bankruptcy Court claims and
noticing agent, on or before the applicable bar date, at:

   a) if by first-class mail:

      The Garden City Group, Inc.
      Attn: Building Materials Holding Corporation
            P.O. Box 9393
            Dublin, OH 43017-4293

   b) if by messenger or overnight courier:

      The Garden City Group, Inc.
      Attn: Building Materials Holding Corporation
      5151 Blazer Parkway, Suite A
      Dublin, OH 43017

Building Materials Holding Corporation -- http://www.bmhc.com/--
is one of the largest providers of building materials and
residential construction services in the United States.  BMHC
serves the homebuilding industry through two recognized brands: as
BMC West, it distributes building materials and manufacture
building components for professional builders and contractors in
the western and southern states; as SelectBuild, it provides
construction services to high-volume production homebuilders in
key markets across the country.

BMHC and 11 affiliates filed for bankruptcy on June 16, 2009
(Bankr. D. Del. Lead Case No. 09-12074).  Judge Kevin J. Carey
handles the case.  Michael A. Rosenthal, Esq., and Matthew K.
Kelsey, Esq., at Gibson, Dunn & Crutcher LLP; and Sean M. Beach,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as bankruptcy
counsel.  Paul Croci, at Peter J. Solomon Company, serves as
financial advisor.  Joseph Spano at Alvarez & Marsal North
America, LLC, serves as restructuring advisor.  The Debtors' tax
consultant is KPMG LLP; tax advisor is PricewaterhouseCoopers LLP;
and claims and notice agent is The Garden City Group, Inc.
As of March 31, 2009, the Debtors had total assets of $480,148,000
and total debts of $481,314,000.


CABLEVISION SYSTEMS: Board Gives Green Light on Knicks Spin-off
---------------------------------------------------------------
The board of directors of Cablevision Systems Corporation has
authorized the company's management to move forward with the spin-
off of the Madison Square Garden business to Cablevision
stockholders.  The transaction would be structured as a tax-free
pro rata spin-off to Cablevision's existing shareholders and is
expected to be completed by year-end 2009, subject to necessary
approvals.

Once the spin-off is complete, Cablevision shareholders would own
shares in both Cablevision and the new MSG, which would allow
shareholders to more clearly evaluate each of the separate
company's assets and future potential.  It is anticipated that the
spin-off would be in the form of a pro rata distribution to all
shareholders of Cablevision, with holders of Class A common stock
receiving Class A shares in Madison Square Garden and holders of
Class B common stock receiving Class B shares in Madison Square
Garden. Both Cablevision and the new MSG would be controlled by
the Dolan family through their ownership of Class B shares.
Cablevision also reiterated that it is not considering the sale of
MSG, any of MSG's businesses or any other Cablevision business at
this time.

Following the spin-off, James Dolan would become Executive
Chairman of the new, public Madison Square Garden and would
continue in his present role as President and CEO of Cablevision.
Hank Ratner would be President and CEO of Madison Square Garden,
and would remain Cablevision's Vice Chairman.  Charles Dolan would
continue in his role as Cablevision's Chairman.

Cablevision President and CEO James L. Dolan commented, "This
spin-off will create two distinct companies, each with enhanced
strategic flexibility, its own defined business focus and clear
investment characteristics.  The new MSG will be an attractive
combination of sports, entertainment and programming properties,
while Cablevision will continue to house a portfolio that includes
industry-leading telecommunications services and popular
programming networks.  We believe that the combined value of these
assets has not been fully realized, and that this transaction will
be beneficial to shareholders as both Cablevision and MSG freely
pursue their own individual business plans."

Cablevision Vice Chairman Hank Ratner commented: "Madison Square
Garden is one of the world's leading sports, entertainment and
media companies made up of strong brands that will work together
to drive the new company's overall business.  We are confident
that MSG's assets and integrated approach will continue to set the
company apart in the industry and will position it for long-term
success as a public company."

The new MSG's assets will include:

     -- Media properties, including the MSG, MSG Plus and Fuse
        networks, as well as MSG Interactive's collection of
        online assets

     -- Sports teams, including the Knicks and Rangers franchises

     -- A live entertainment portfolio, including the Radio City
        Christmas Spectacular, featuring the world-famous Radio
        City Rockettes, as well as concerts, family shows and
        special events

     -- Leading venues, highlighted by Madison Square Garden and
        Radio City Music Hall

Completion of the spin-off is subject to receipt of a favorable
ruling from the IRS and the filing and effectiveness of a Form 10
with the Securities and Exchange Commission, as well as final
approval by Cablevision's board of directors.

                         About Cablevision

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

                            *     *     *

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


CABLEVISION SYSTEMS: June 30 Balance Sheet Upside-Down by $5.29BB
-----------------------------------------------------------------
Cablevision Systems Corporation and CSC Holdings, Inc., posted net
income of $87,059,000 for the three months ended June 30, 2009,
lower compared to $92,298,000 booked during the same period last
year.

The Company posted net income of $108,077,000 for the six months
ended June 30, 2009, higher compared to $64,652,000 booked during
the same period last year.

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

Cablevision President and CEO James L. Dolan commented:  "For the
second quarter, Cablevision enjoyed solid increases in both
revenue and [Consolidated adjusted operating cash flow].  The
Company also generated more than $200 million in free cash flow,
bringing the total amount for the first six months of 2009 to
$403 million.  Meanwhile, our cable operations continued to add
revenue generating units, including nearly 40,000 new voice
customers, which helped maintain Cablevision's industry-leading
penetration rates.  And finally, Cablevision's board of directors
authorized the Company's management to make the regulatory filings
to formally pursue the spin-off of the Madison Square Garden
business, which will create two distinct companies, logically
organized, with defined strategies and enhanced clarity for
investors," Mr. Dolan concluded.

In a Form 10-Q filing with the Securities and Exchange Commission,
management said it has assessed the implications of the recent
distress in the capital and credit markets on the Company's
ability to repay scheduled debt maturities over the next 12 months
and it currently believes that a combination of cash-on-hand, cash
generated from operating activities and availability under the
Company's revolving credit facilities should provide sufficient
liquidity to repay the scheduled debt maturities totaling
$453,779,000 as of June 30, 2009 -- $50,570,000 of which was due
and repaid on July 15.

However, continued market disruptions could cause broader economic
downturns, which may lead to lower demand for the Company's
products, such as cable television services, and entertainment, as
well as lower levels of television and newspaper advertising, and
increased incidence of customers' inability to pay for services.

"These events would adversely impact our results of operations,
cash flows and financial position," the filing said.

"Although we currently believe that amounts available under our
CSC Holdings and RNS revolving credit facilities will be available
when, and if needed, we can provide no assurance that access to
such funds will not be impacted by adverse conditions in the
financial markets.  The obligations of the financial institutions
under our revolving credit facilities are several and not joint
and, as a result, a funding default by one or more institutions
does not need to be made up by the others," the filing said.

In the longer term, the Company does not expect to be able to
generate sufficient cash from operations to fund anticipated
capital expenditures, meet all existing future contractual payment
obligations and repay its debt at maturity.  As a result, it will
be dependent upon its ability to access the credit markets.

"We will need to raise significant amounts of funding over the
next several years to fund capital expenditures, repay existing
obligations and meet other obligations, and the failure to do so
successfully could adversely affect our business.  If we are
unable to do so, we will need to take other actions including
deferring capital expenditures, selling assets, seeking strategic
investments from third parties or reducing or eliminating dividend
payments or other discretionary uses of cash," the filing said.

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

                         About Cablevision

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

                            *     *     *

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


CABLEVISION SYSTEMS: RNS Has $655MM Member's Deficiency at June 30
------------------------------------------------------------------
Rainbow National Services LLC and its subsidiaries, indirect
wholly owned subsidiaries of Cablevision Systems Corporation and
CSC Holdings, Inc., had $1,278,595,000 in total assets and
$1,934,348,000 in total liabilities, resulting in $655,753,000 in
member's deficiency, as of June 30, 2009.

For the three months ended June 30, 2009, RNS posted $35,229,000
in net income compared to $32,004,000 for the same period a year
ago.  For the six months ended June 30, 2009, RNS posted
$64,845,000 in net income compared to $53,597,000 for the same
period a year ago.

On July 31, 2009, RNS financial information were furnished to RNS
bondholders in accordance with the requirements of the Indenture,
dated August 20, 2004, relating to RNS' and RNS Co-Issuer
Corporation's $300,000,000 8-3/4% Senior Notes due 2012 and the
Indenture, dated August 20, 2004, relating to RNS' and RNS
Co-Issuer Corporation's $325,000,000 10-3/8% Senior Subordinated
Notes due 2014:

     1. Unaudited Condensed Consolidated Financial Statements, as
        of June 30, 2009 and December 31, 2008, and for the three
        and six months ended June 30, 2009 and 2008, and

     2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations

Management said it has assessed the implications of the recent
distress in the capital and credit markets on its ability to meet
net funding and investing requirements over the next 12 months,
and believes that a combination of cash-on-hand, cash generated
from operating activities and availability under the RNS revolving
credit facilities should provide the Company with sufficient
liquidity.  However, continued market disruptions could cause
broader economic downturns, which may lead to lower demand for
services, such as lower levels of advertising.  These events would
adversely impact results of operations, cash flows and financial
position, management said.  Although management currently believes
that amounts available under the revolving credit facilities will
be available when, and if needed, it can provide no assurance that
access to such funds will not be impacted by adverse conditions in
the financial markets.  The obligations of the financial
institutions under the revolving credit facilities are several and
not joint and, as a result, a funding default by one or more
institutions does not need to be made up by the others.
Management said it continues to evaluate options to manage
liquidity and capital structure.

A full-text copy of the RNS Unaudited Condensed Consolidated
Financial Statements as of June 30, 2009, and December 31, 2008,
and for the three and six months ended June 30, 2009, and 2008, is
available at no charge at http://ResearchArchives.com/t/s?4075

A full-text copy of the RNS Management's Discussion and Analysis
of Financial Condition and Results of Operations for the three and
six months ended June 30, 2009 and 2008, is available at no charge
at http://ResearchArchives.com/t/s?4076

                         About Cablevision

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

                            *     *     *

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


CABLEVISION SYSTEMS: Spin-Off Won't Affect S&P's 'BB' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that Cablevision Systems
Corp.'s (BB/Negative/--) announcement that it is proceeding with
the spin-off of its Madison Square Garden assets is not likely to
affect the company's corporate credit rating.  However, the
transaction could lead to the lowering of certain issue-level
ratings due to potentially weaker recovery prospects.  The MSG
business is contemplated to be spun off to Cablevision
shareholders by the end of 2009, pending needed approvals.  MSG
assets comprise media properties, including the MSG and networks;
the Knicks and Rangers sports teams; and Radio City Music Hall.
S&P will examine the ratings of secured and unsecured debt issues
at the CSC Holdings Inc subsidiary to determine if the asset
disposition changes recovery prospects for these debt issues.

Additionally, the ratings on secured debt at Cablevision's Newsday
LLC unit remain on CreditWatch Negative, a placement precipitated
by concerns regarding recovery prospects for Newsday in a
simulated default scenario, given the secular decline in the
newspaper industry.  With the announcement, S&P will also examine
the impacts of the MSG spin-off on the Newsday bank loan rating
since the current recovery rating recognizes the value of an
unsecured guarantee from CSC Holdings.


CANWEST MEDIA: Noteholders Extend Forbearance to August 14
----------------------------------------------------------
Canwest Global Communications Corp. said subsidiary Canwest Media
Inc. is continuing discussions with the members of an ad hoc
committee of 8% noteholders of CMI regarding a recapitalization
transaction.

The holders of the 12% senior secured notes of CMI and Canwest
Television Limited Partnership as well as CIT Business Credit
Canada Inc., the provider of a senior secured revolving asset-
based loan facility to CMI, have agreed to extend to August 14,
2009, certain milestones that were to be have been achieved by
July 31, 2009.  The date by which CMI must enter into an agreement
in respect of a recapitalization transaction has been extended to
August 14, 2009.

CMI and the members of the Ad Hoc Committee have also entered into
a further extension agreement and forbearance to August 14, 2009.

As reported by the Troubled Company Reporter on May 26, 2009,
Canwest Media and Canwest Television and certain parties entered
into an agreement, pursuant to which the parties will purchase the
U.S. dollar equivalent of C$105 million principal amount of 12%
senior secured notes of CMI and CTLP for an aggregate purchase
price of the U.S. dollar equivalent of C$100 million.  CIT agreed
to provide a senior secured revolving ABL facility for
C$75 million to CMI.  Both transactions were expected to close
May 21, 2009.

Canwest has kept the identity of the Purchasers confidential.

Moreover, the Note Purchase Agreement provides that in the event
Canwest Media or Canwest Television seeks creditor protection
under the Companies' Creditors Arrangement Act or comparable
legislation, the Notes will be converted into a debtor-in-
possession financing arrangement.  The Purchasers also suggested
FTI Consulting to be appointed as monitor in the event of a CCAA
filing.

Canwest also said in May that the senior lenders under the CMI
existing credit facility extended their waiver agreement until
June 2, 2009, and also agreed to defer certain payments
aggregating approximately $10 million until June 2, which would
allow completion of the new facilities.  Additionally, Canwest
also said CMI and the members of the Ad Hoc Committee entered into
a further agreement and forbearance until June 15, subject, among
other things, to closing of the issuance of the Senior Secured
Notes.

Under the terms of the new financing arrangements, CMI originally
agreed to satisfy certain milestones within certain time frames:

     * On or before June 15, 2009, reaching an agreement in
       principle with members of the Ad Hoc Committee in respect
       of a recapitalization transaction.

     * On or before July 15, 2009, entering into a definitive
       agreement with members of the Ad Hoc Committee with respect
       to the recapitalization transaction.

CMI used proceeds from the issue and sale of the Senior Secured
Notes and from CIT's ABL facility to, among other things, repay
the current lenders all amounts owing under CMI's existing senior
credit facility and settle related obligations.

            About Canwest Global Communications Corp.

Canwest Global Communications Corp. -- http://www.canwest.com/--
(TSX: CGS and CGS.A,) an international media company, is Canada's
largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia,
Turkey,Indonesia, Singapore, the United Kingdom and the United
States.

                         *     *     *

As reported in the Troubled Company Reporter on June 9, 2009,
Moody's Investors Service downgraded Canwest Limited Partnership's
probability of default rating to Ca/LD and its corporate family to
Caa3 on news the company decided to not make payments totaling
$10 million due under its senior secured credit facility on
May 29, 2009, the end of the company's fiscal quarter.  This
suggests that CLP has chosen to force the issue with its bank
lenders, and is also likely an indication that ongoing
negotiations with the bank lenders were not going well, according
to Moody's.  Given the recent experience of CLP's parent company,
Canwest Media Inc., this step was likely unavoidable.  Since the
payment includes a principal component and there is no cure
period, the bank credit facility is now in default.  The lenders
have not accelerated repayment.

The TCR on June 2, 2009, said Standard & Poor's Ratings Services
lowered its ratings on Canwest LP, including the corporate credit
and senior secured ratings to 'D' (default) from 'CCC' and the
rating on the C$75 million senior subordinated credit facility due
2015 to 'D' from 'CC'.  S&P also lowered the rating on the
company's US$400 million senior subordinated notes due 2015 to 'C'
from 'CC'.  The recovery ratings on the debt obligations are
unchanged.


CARAUSTAR INDUSTRIES: Burlingame Discloses 10.1% Equity Stake
-------------------------------------------------------------
Blair E. Sanford's Burlingame Asset Management, LLC, discloses
beneficial ownership of 2,021,030 shares, representing 10.1% of
all of the outstanding shares of common stock of Caraustar
Industries, Inc.  The shares are held in various portfolios:

     1. Burlingame Equity Investors, LP -- Onshore Fund;
     2. Burlingame Equity Investors II, LP -- Onshore Fund II;
     3. Burlingame Equity Investors (Offshore) Ltd. -- Offshore
        Fund;
     4. Burlingame Asset Management, LLC; and
     5. Blair E. Sanford

The Onshore Fund's ownership of 2,302,455 shares of Common Stock
represents 7.7% of all of the outstanding shares of Common Stock.

The Onshore Fund II's beneficial ownership of 281,780 shares of
Common Stock represents 0.9% of all of the outstanding shares of
Common Stock.

The Offshore Fund's beneficial ownership of 436,795 shares of
Common Stock represents 1.5% of all of the outstanding shares of
Common Stock.

BAM's and Mr. Sanford's beneficial ownership of 2,021,030 shares
of Common Stock represents 10.1% of all of the outstanding shares
of Common Stock.

                    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.


CATALYST PAPER: Posts C$1.9 Million Net Loss in Q2 2009
-------------------------------------------------------
Catalyst Paper Corporation recorded a net loss of C$1.9 million
(C$0.01 per common share) on sales of C$291.5 million for the
second quarter of 2009.  That contrasts with net earnings of
C$21.0 million (C$0.06 per common share) on sales of
C$352.5 million in the first quarter.  Earnings were impacted by
further deterioration in already extremely challenging market
conditions across Catalyst's product lines, as well as by a
strengthening Canadian dollar.

Catalyst posted a net loss before specific items in the second
quarter of C$25.6 million (C$0.06 per common share), compared to
net earnings before specific items of C$8.6 million in the first
quarter (C$0.02 per common share).  Specific items in the second
quarter were restructuring costs and a foreign exchange gain on
the translation of long-term debt.  The company had an operating
loss during the second quarter of C$29.7 million, in contrast to
operating earnings of C$24.2 million in the preceding quarter.

Earnings before interest, taxes, depreciation and amortization
(EBITDA) for the second quarter were C$6.1 million, down from
C$61.1 million in the first quarter; while EBITDA before specific
items was C$18.4 million, down from C$65.3 million.  Specific
items consisted of restructuring costs, which were C$12.3 million
compared to C$4.2 million in the first quarter.  Free cash flow
was negative C$6.4 million compared to positive free cash flow of
C$35.9 million in the prior quarter.

At June 30, 2009, Catalyst had C$2.2 billion in total assets and
$1.3 billion in total liabilities.

"We are seeing a deep cyclical downturn in our industry as well as
demand shifts and structural changes that will have a lasting
impact on our business model," said Richard Garneau, president and
chief executive officer. "Cost management and cash conservation is
the key in the short-term.  At the same time, it is essential that
we continue to take steps that will make us competitive in a
leaner and more agile industry in the future."

Catalyst curtailed 33% of its paper and 100% of its pulp
production capacity in the quarter while leveraging machine
flexibility to maximize returns on remaining production.  All
three paper machines at Elk Falls and NBSK pulp production at
Crofton remained indefinitely idled throughout the second quarter
and the Snowflake mill continued to take significant periods of
curtailment.  However the Crofton No. 1 paper machine was
restarted in late May to match production with customer orders.

A combination of permanent reductions and indefinite layoffs --
involving about 100 salaried positions -- is in the process of
being implemented at both the Richmond and Nanaimo offices, and at
the Crofton and Elk Falls mills.  Within the unionized workforce,
implementation of plans aimed at achieving an C$80/tonne benchmark
continues at Powell River, Port Alberni and Crofton.

Catalyst launched legal challenges to resolve the long-standing
issue of unfair and excessive municipal property taxes.  Catalyst
made significantly reduced tax payments to the four municipalities
involved.  Based on the service consumption by class studies that
have been completed for each mill community, the payment of
C$6 million is still 1.7 times higher than the cost to the
municipality to provide services to those mills.  The first of the
court hearings on this matter is expected to proceed in early
August.

Subsequent to quarter-end, Powell River Energy Inc., in which
Catalyst is a 50% joint venture partner with Great Lakes Hydro
Income Fund, raised C$95 million of first mortgage bonds maturing
in July 2016 to refinance C$75 million of debt due July 24, 2009.
This debt is non-recourse to Catalyst.  After fees and expenses,
the additional C$18 million in funds will be distributed equally
to the partners.

No improvement in market conditions is expected through the
remainder of 2009, although seasonal factors may diminish further
demand erosion during the third quarter.  A level of production
curtailment consistent with that during the second quarter is
foreseen for the third quarter.

Catalyst reports that CIT Business Credit Canada Inc. is the agent
of the Company's C$330 million asset-backed loan facility.  CITBCC
is jointly owned by Canadian Imperial Bank of Commerce and CIT
Group, Inc.  CIT is reported to be experiencing significant
liquidity issues and has stated it is reviewing available
alternatives.  While the Company understands that CITBCC has
separate and adequate funding, the Company decided it was prudent
to draw C$30.0 million under its ABL Facility in July 2009.  This
amount is in addition to the C$41.6 million of cash the Company
had as at June 30, 2009.

CITBCC's commitment is C$125 million of the C$330 million ABL
Facility.  Failure by any lender to fund its rateable share does
not relieve the other lenders of their obligations to fund their
rateable shares.   The ABL Facility structure also incorporates a
cash management line of C$25 million with Royal Bank of Canada and
a U.S. revolving facility of C$30 million with JPMorgan Chase
Bank, N.A.  Other than C$4.9 million (US$4.3 million) in letters
of credit applied against the US revolving facility, the
facilities are undrawn at present, such that the Company should
retain access to these facilities notwithstanding any challenges
faced by CITBCC in meeting its funding commitments under the ABL
Facility.

A copy of Catalyst's Interim Consolidated Financial Statements for
the three and six months ended June 30, 2009 and 2008, is
available at no charge at http://ResearchArchives.com/t/s?4078

A copy of Catalyst Management's Discussion and Analysis is
available at no charge at http://ResearchArchives.com/t/s?4079

On June 23, 2009, the Company announced that it is reviewing
alternatives to address the maturity of its senior unsecured notes
of US$354 million, 8.625% notes and US$250 million, 7.375% notes
which mature in June 2011 and March 2014, respectively.  The
Company intends to take proactive steps towards refinancing in
light of current adverse credit conditions and the absence of any
signs of a meaningful recovery for the Company's product lines.

The Company's long-term corporate credit ratings were lowered from
B to CCC+ by Standard & Poor's Rating in June 2009 and from B1 to
B3 by Moody's Investors Service in July 2009.  The rating declines
reflect both the announced review of refinancing alternatives and
the weak market environment for the Company's products.

                      About Catalyst Paper

Catalyst Paper Corporation (TSX:CTL) manufactures diverse
specialty printing papers, newsprint and pulp.  Its customers
include retailers, publishers and commercial printers in North
America, Latin America, the Pacific Rim and Europe.  With six
mills strategically located in British Columbia and Arizona,
Catalyst has a combined annual production capacity of 2.5 million
tonnes. The company is headquartered in Richmond, British
Columbia, Canada and its common shares trade on the Toronto Stock
Exchange under the symbol CTL.


CHRYSLER GROUP: Dealers Sell Most Cars in Two Years
---------------------------------------------------
According to Carla Main at Bloomberg News, Chrysler Group LLC, the
formerly bankrupt U.S. automaker now run by Fiat SpA, said its
dealers attracted the most potential buyers in two years this past
weekend because of a government trade-in plan for less fuel-
efficient vehicles.  About 70% of those who visited the
dealerships for the program known as "cash for clunkers" said they
were attracted by the federal credit of as much as $4,500 to trade
in older vehicles to be scrapped, according to an e-mailed
statement yesterday from the automaker.  U.S. Transportation
Secretary Ray LaHood said July 27 that almost 16,000 dealerships,
or about 80% of the nation's total, applied to participate in the
program.


CIT GROUP: Gets Access to Final Portion of $3 Billion Loan
----------------------------------------------------------
CIT Group Inc. and certain of its subsidiaries on July 29, 2009,
entered into an Amended and Restated Credit and Guaranty Agreement
for up to $3 billion with Barclays Bank PLC, as administrative
agent and collateral agent, and the lenders party thereto.

As of July 29, 2009, the Company had received commitments from
lenders for $2 billion in financing under the Amended and Restated
Credit Facility, which has been fully drawn.  The Amended and
Restated Credit Facility provides for an additional $1 billion in
incremental borrowings.  The Amended and Restated Credit Facility
amends and restates the terms of the Company's Credit and Guaranty
Agreement, dated as of July 20, 2009.  The Amended and Restated
Credit Facility has a two and a half year maturity and bears
interest at LIBOR plus 10%, with a 3% LIBOR floor, payable
monthly.

Investors, including Pacific Investment Management Co.,
Centerbridge Partners LP, Oaktree Capital Management LLC and
Capital Research & Management Co., Baupost Group LLC and Silver
Point Capital LP, made the loan.

A full-text copy of the Amended and Credit and Guaranty Agreement
is available for free at:

             http://researcharchives.com/t/s?4085

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

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

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

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

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

                          About CIT Group

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

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

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

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

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


CITIGROUP INC: S&P Raises Ratings on Preferred Shares to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'A/A-1' counterparty credit rating on Citigroup Inc.  At the same
time, S&P raised its rating on Citi's trust preferred and enhanced
trust preferred issues to 'B+' from 'C' and removed the ratings
from CreditWatch.

"The upgrade reflects S&P's reassessment of ongoing risks to
remaining hybrid investors.  While S&P believes Citi's
capitalization has been significantly bolstered as a result of the
exchange, S&P think hybrid holders still face the risk that if,
contrary to S&P's current expectations, Citi's financial condition
were to deteriorate, these issues could be subject to a dividend
deferral or additional exchange offer.  The 'C' ratings on Citi's
remaining preferred stock issues are affirmed, given Citi's
announced intention to suspend dividends on these issues," said
Standard & Poor's credit analyst Scott Sprinzen.

The ratings on Citi reflect a combination of extraordinary
external support from the U.S. government for highly systemically
important U.S. financial institutions and Citi's own credit
characteristics.  Over the past year, Citi has been the recipient
of substantial extraordinary government support in the form of
capital infusions, a risk-sharing agreement on $301 billion of
loans and securities, and access to funding facilities.  As a
result of its participation in the exchange offer, the government
will likely become Citi's largest shareholder, with a 34%
ownership stake.  "Reflecting the potential for additional
extraordinary government support, should this be necessary, the
CCR continues to reflect a four-notch uplift from S&P's assessment
of Citi's stand-alone credit profile," Mr. Sprinzen added.


CITIGROUP INC: Citi Funding to Issue 1.5% Notes Linked to US CPI
----------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
Free Writing Prospectus on Form FWP and a Pricing Supplement on
Form 424B2 relating to Citigroup Funding Inc.'s planned issuance
of 1.5% Fixed Coupon Principal Protected Notes Linked to the
Consumer Price Index Due 2014.

The 1.5% Fixed Coupon Principal Protected Notes Linked to the
Consumer Price Index are investments linked to the non-seasonally
adjusted U.S. City Average All Items Consumer Price Index for All
Urban Consumers, offered by Citigroup Funding Inc. and have a
maturity of roughly five years.  The Notes are 100% principal
protected if held to maturity, subject to the credit risk of
Citigroup Inc., and will pay a coupon monthly on the _____ of each
month (or if such day is not a Business Day, on the next Business
Day), commencing September __, 2009, at a rate equal to 1.5% per
annum.

The Notes are not deposits or savings accounts, are not insured by
the Federal Deposit Insurance Corporation or by any other
governmental agency or instrumentality, and are not guaranteed by
the FDIC under the Temporary Liquidity Guarantee Program.

The Notes are a series of unsecured senior debt securities issued
by Citigroup Funding.  Any payments due on the Notes are fully and
unconditionally guaranteed by Citigroup Inc., Citigroup Funding's
parent company.  The Notes will rank equally with all other
unsecured and unsubordinated debt of Citigroup Funding, and, as a
result of the guarantee, any payments due under the Notes,
including payment of principal, will rank equally with all other
unsecured and unsubordinated debt of Citigroup Inc.

Citigroup Global Markets Inc., an affiliate of Citigroup Funding
and the underwriter of the sale of the Notes, will receive an
underwriting fee of $32.50 for each $1,000.00 Note sold in this
offering.  Certain dealers, including Citi International Financial
Services, Citigroup Global Markets Singapore Pte. Ltd., and
Citigroup Global Markets Asia Limited, broker-dealers affiliated
with Citigroup Global Markets, will receive from Citigroup Global
Markets not more than $30.00 from this underwriting fee for each
Note they sell.  Citigroup Global Markets will pay the Financial
Advisors employed by Citigroup Global Markets and Morgan Stanley
Smith Barney LLC, an affiliate of Citigroup Global Markets, a
fixed sales commission of $30.00 for each Note they sell.
Additionally, it is possible that Citigroup Global Markets and its
affiliates may profit from expected hedging activity related to
this offering, even if the value of the Note declines.

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

              http://ResearchArchives.com/t/s?4082

A full-text copy of the Pricing Supplement is available at no
charge at http://ResearchArchives.com/t/s?4083

                          About Citigroup

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

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

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


CITIGROUP INC: Citi Funding to Issue 3% S&P 500-Linked Notes
------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
Free Writing Prospectus on Form FWP and a Pricing Supplement on
Form 424B2 relating to Citigroup Funding Inc.'s planned issuance
of 2,813,000 3% Minimum Coupon Principal Protected Notes Based
Upon the S&P 500(R) Index Due August 11, 2014.

The public offering price for the Notes is $28,130,000.  The
proceeds to Citigroup Funding is $27,215,775.

The 3% Minimum Coupon Principal Protected Notes Based Upon the S&P
500(R) Index are investments linked to an equity index offered by
Citigroup Funding Inc. and have a maturity of roughly five years.
The Notes are 100% principal protected if held to maturity,
subject to the credit risk of Citigroup Inc., and will pay a
coupon per Coupon Period at a variable rate which will depend upon
the closing value of the S&P 500(R) Index on every Index Business
Day in each Coupon Period but will not be less than 3% of $10
principal amount per Note, per Coupon Period.  The term of each
Coupon Period will be roughly one year.

The Notes are not deposits or savings accounts, are not insured by
the Federal Deposit Insurance Corporation or by any other
governmental agency or instrumentality, and are not guaranteed by
the FDIC under the Temporary Liquidity Guarantee Program.

Citigroup Global Markets Inc., an affiliate of Citigroup Funding
and the underwriter of the sale of the Notes, will receive an
underwriting fee of $0.325 for each $10.000 Note sold in this
offering.  Certain dealers, including Citi International Financial
Services, Citigroup Global Markets Singapore Pte. Ltd., and
Citigroup Global Markets Asia Limited, broker-dealers affiliated
with Citigroup Global Markets, will receive from Citigroup Global
Markets $0.300 from this underwriting fee for each Note they sell.
Citigroup Global Markets will pay the Financial Advisors employed
by Citigroup Global Markets and Morgan Stanley Smith Barney LLC,
an affiliate of Citigroup Global Markets, a fixed sales commission
of $0.300 for each Note they sell.  Additionally, it is possible
that Citigroup Global Markets and its affiliates may profit from
expected hedging activity related to this offering, even if the
value of the Note declines.

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

               http://ResearchArchives.com/t/s?4080

A full-text copy of the Pricing Supplement is available at no
charge at http://ResearchArchives.com/t/s?4081

                          About Citigroup

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

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

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


CITIGROUP INC: Citi Funding to Issue Brazilian Real-Linked Notes
----------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
Free Writing Prospectus on Form FWP and a Pricing Supplement on
Form 424B2 relating to Citigroup Funding Inc.'s planned issuance
of Principal Protected Notes Based Upon the Brazilian Real Due
20__.

The Principal Protected Notes Based Upon the Brazilian Real are
offered by Citigroup Funding and have a maturity of roughly 2.25
to 2.50 years -- to be determined on the Pricing Date.  The Notes
are 100% principal protected if held to maturity, subject to the
credit risk of Citigroup Inc.

The Notes combine the investment characteristics of debt and
currency investments and pay an amount at maturity that will
depend on the percentage change in the value of the Brazilian real
relative to the U.S. dollar, as measured by the BRL/USD Exchange
Rate.  If the Ending Exchange Rate is less than or equal to the
Starting Exchange Rate, the payment you receive at maturity for
each Note will equal $10.  If the Ending Exchange Rate is greater
than the Starting Exchange Rate, the payment you receive at
maturity will be greater than the amount of your initial
investment in the Notes.  In such case, the return on a Note will
be roughly 100% -- to be determined on the Pricing Date -- of the
return on an investment directly linked to the Brazilian real
because of the Participation Rate of roughly 100% -- to be
determined on the Pricing Date.

All payments on the Notes are subject to the credit risk of
Citigroup Inc.  The Notes are not deposits or savings accounts but
are unsecured debt obligations of Citigroup Funding.  The Notes
are not insured by the Federal Deposit Insurance Corporation or by
any other governmental agency or instrumentality and are not
guaranteed by the FDIC under the Temporary Liquidity Guarantee
Program.

Citigroup Global Markets Inc., an affiliate of Citigroup Funding
and the underwriter of the sale of the Notes, will receive an
underwriting fee of $0.225 for each $10.000 Note sold in the
offering.  Certain dealers, including Citi International Financial
Services, Citigroup Global Markets Singapore Pte. Ltd., and
Citigroup Global Markets Asia Limited, broker-dealers affiliated
with Citigroup Global Markets, will receive from Citigroup Global
Markets not more than $0.200 from this underwriting fee for each
Note they sell.  Citigroup Global Markets will pay the Financial
Advisors employed by Citigroup Global Markets and Morgan Stanley
Smith Barney LLC, an affiliate of Citigroup Global Markets, a
fixed sales commission of $0.200 for each Note they sell.
Additionally, it is possible that Citigroup Global Markets and its
affiliates may profit from expected hedging activity related to
this offering, even if the value of the Note declines.

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

              http://ResearchArchives.com/t/s?407c

A full-text copy of the Pricing Supplement is available at no
charge at http://ResearchArchives.com/t/s?407d

                          About Citigroup

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

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

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


CITIGROUP INC: Citi Funding to Issue S&P 500-Linked Buffer Notes
----------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
Free Writing Prospectus on Form FWP and a Pricing Supplement on
Form 424B2 relating to Citigroup Funding Inc.'s planned issuance
of Buffer Notes Based Upon the S&P 500(R) Index Due 2011.

The Buffer Notes Based Upon the S&P 500(R) Index due 2011 are
equity index-linked investments that offer a potential return at
maturity based on an enhanced upside participation in any increase
in the value of the S&P 500(R) Index during the term of the Notes,
subject to a maximum total return, while also providing protection
against a decline of 10% or less in the value of the S&P 500(R)
Index and a limited buffer against a decline of more than 10% in
the value of the S&P 500(R) Index.  The Notes are not principal
protected and do not pay periodic interest.  The Notes have a
maturity of roughly two years.

The Notes are a series of unsecured senior debt securities issued
by Citigroup Funding.  Any payments due on the Notes are fully and
unconditionally guaranteed by Citigroup Inc., Citigroup Funding's
parent company.  The Notes will rank equally with all other
unsecured and unsubordinated debt of Citigroup Funding, and as a
result of the guarantee any payments due under the Notes at
maturity will rank equally with all other unsecured and
unsubordinated debt of Citigroup Inc.  The return of the principal
amount of your investment in the Notes at maturity is not
guaranteed. All payments on the Notes are subject to the credit
risk of Citigroup Inc.

The Notes are not deposits or savings accounts, are not insured by
the Federal Deposit Insurance Corporation or by any other
governmental agency or instrumentality, and are not guaranteed by
the FDIC under the Temporary Liquidity Guarantee Program.

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

               http://ResearchArchives.com/t/s?407e

A full-text copy of the Pricing Supplement is available at no
charge at http://ResearchArchives.com/t/s?407f

                          About Citigroup

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

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

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


CITIGROUP INC: Files August 2009 Investment Offerings Brochure
--------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
Free Writing Prospectus on Form FWP relating to the CitiFirst
Structured Investments Offerings Brochure for August 2009.

CitiFirst is the brand name for Citi's offering of notes,
deposits, and certificates that provide investors with market-
driven investment solutions.  CitiFirst offers investments across
many risk and asset classes to meet portfolio needs.

CitiFirst investments are divided into 3 categories based on the
level of principal protection:

     -- CitiFirst Protection investments are 100% principal
        protected at maturity and are for investors who place a
        priority on the preservation of principal while looking
        for a way to potentially outperform cash or traditional
        fixed income investments.  They include:

        (A) 1.5% Fixed Coupon Principal Protected Notes Linked to
            the Consumer Price Index

        (B) 3.00% Minimum Coupon Principal Protected Notes Based
            Upon the Russell 2000(R) Index

        (C) Principal Protected Notes Linked to the Brazilian real

     -- CitiFirst Performance investments have some level of
        downside protection and are for investors who are seeking
        the potential for current income or growth.  They include:

        (A) ELKS(R) Based Upon Vale S.A. American Depository
            Receipts

        (B) ELKS(R) Based Upon General Electric

        (C) Buffer Notes Based Upon the S&P 500(R) Index

     -- CitiFirst Opportunity investments have no protection and
        are for investors who are willing to take full market risk
        in return for either leveraged principal appreciation at a
        predetermined rate or access to a unique underlying
        strategy.

A full-text copy of the August Brochure is available at no charge
at http://ResearchArchives.com/t/s?407a

                          About Citigroup

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

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

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


CITIGROUP INC: July 29 Record Date for Common Proxy Statement
-------------------------------------------------------------
Citigroup Inc. has confirmed that July 29, 2009, is the settlement
date for the public exchange offers and the record date for
determining holders of common stock that are entitled to vote on
the matters covered by the common proxy statement.  The common
proxy statement proposes, among other things, to increase the
number of shares of common stock that Citi is authorized to issue
from 15 billion to 60 billion.

In accordance with the instructions given by the participants in
the public exchange offers, shares of common stock to be issued in
the public exchange offers will be delivered to the voting trust
today and the voting trustee will cause these shares to be
delivered to Depository Trust Company on July 30, 2009, for
allocation to DTC participants.  Also in accordance with the
instructions given by the participants in the public exchange
offers, shares of common stock that were issued in the public
exchange offers in exchange for validly tendered public preferred
stock and trust preferred securities will be subject to an
irrevocable proxy issued by the voting trustee in favor of all of
the matters covered by the common proxy statement.

                          About Citigroup

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

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

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


CITIGROUP INC: Supplements Preferreds Tender Offer Statement
------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission
Amendment No. 2 to amend and supplement a Tender Offer Statement
on Schedule to filed on June 18, 2009, as amended.

The Schedule TO relates to the Company's offers to exchange any
and all of the issued and outstanding depositary shares
representing fractional interests in shares of the series of the
Company's preferred stock for newly issued shares of the Company's
common stock, par value $0.01 per share, on the terms and subject
to the conditions set forth in the prospectus, dated July 17,
2009, which forms part of the Company's Registration Statement on
Form S-4 (File No. 333-158100) originally filed March 19, 2009.

The series of the Company's Public Preferred Stock in which the
Public Preferred Depositary Shares represent fractional interests
and which are subject to the Public Preferred Depositary Exchange
Offers are the Company's:

     * 8.500% Non-Cumulative Preferred Stock, Series F,
     * 8.400% Fixed Rate/Floating Rate Non-Cumulative Preferred
       Stock, Series E,
     * 8.125% Non- Cumulative Preferred Stock, Series AA, and
     * 6.500% Non-Cumulative Convertible Preferred Stock,
       Series T

A full-text copy of Amendment No. 2 is available at no charge at:

              http://ResearchArchives.com/t/s?407b

As reported by the Troubled Company Reporter, Citigroup unveiled
on July 30, 2009, the final results of the Public Preferred
Depositary Exchange Offers, which expired at 5:00 p.m., New York
City time, on July 24.

Approximately $20.3 billion in aggregate liquidation value of
publicly held convertible and non-convertible preferred and trust
preferred securities were validly tendered and not withdrawn in
the public exchange.  This represents 99% of the total liquidation
value of securities that Citi was offering to exchange.  Citi has
accepted for exchange all publicly held convertible and non-
convertible preferred and trust preferred securities that were
validly tendered and not withdrawn and has issued 5,834,126,284
common shares in the public exchange offer.

In the matching exchange, the U.S. Government exchanged an
additional $12.5 billion in aggregate liquidation preference of
preferred stock for interim securities, while the remaining
$27.059 billion aggregate liquidation preference of preferred
stock held by the U.S. Government was exchanged for an equal
liquidation amount of new trust preferred securities bearing an
annual coupon of 8%.

                          About Citigroup

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

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

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


CITIGROUP INC: Taylor, Collins & Joss Named to Board of Directors
-----------------------------------------------------------------
The Citigroup Inc. Board of Directors named three new outside
directors to the Board, effective July 24, 2009.

The three new outside directors are:

     -- Diana L. Taylor, the former Superintendent of Banks for
        the New York State Banking Department, and current
        Managing Director of Wolfensohn Capital Partners, a fund
        manager.  Ms. Taylor will be a member of the Board's new
        Citi Holdings Oversight Committee.


     -- Timothy C. Collins, Chief Executive Officer of Ripplewood
        Holdings L.L.C., an investment firm that invests in
        financial services and other sectors.  Mr. Collins will
        join the Board's Audit and Risk Management Committee.

     -- Robert L. Joss, Ph.D., Dean and Philip H. Knight Professor
        of the Graduate School of Business at Stanford University,
        and former Chief Executive Officer and Managing Director
        of Westpac Banking Corporation Ltd.  Mr. Joss will be a
        member of the Citi Holdings Oversight Committee.

Each of the new directors will be paid in accordance with
Citigroup's standard director compensation policies and programs.

In addition, with respect to Mr. Collins, Citi and its banking
subsidiaries have from time to time provided ordinary course
financial advisory, lending, and other financial services to
Ripplewood and its affiliates, which are negotiated on an arm's-
length basis and contain customary terms and conditions.  The
transactions were made in the ordinary course of business on
substantially the same terms, including interest rates and
collateral, that prevailed at the time for comparable transactions
with other persons not related to the lender and did not involve
more than the normal risk of collectibility or present other
unfavorable features.

"The newly appointed directors are the latest additions to our
group of exceptionally talented individuals," said Richard
Parsons, Chairman of the Citi Board.  "Like the other directors
who have recently joined the Board, each brings deep and valuable
experience in various dimensions of financial services.  Further,
as we periodically rotate Board assignments, we will be able to
take optimal advantage of the specific skills of each new
director."

Mr. Parsons added, "The newly constituted Board is an
extraordinary resource for the Company as it works to build on
Citi's many strengths, address its challenges and capitalize on
its great opportunities.  As in the past, the Board members will
continue to work with Vikram and the management team as they
implement Citi's strategy and return the Company to sustained
profitability and growth."

Other actions by the Citigroup Board include:

     -- The Board announced that Jerry A. Grundhofer, who was
        elected at Citi's 2009 Annual Meeting, will be the non-
        executive Chairman of the Board of Citibank, N.A. and that
        two additional Citigroup outside directors, Michael E.
        O'Neill and Anthony M. Santomero, will be directors of
        Citibank, N.A.  Mr. Grundhofer will replace Bill Rhodes,
        who will step down as Chairman and CEO of Citibank, N.A.
        as announced on July 9.  Mr. Rhodes will be Senior Vice
        Chairman of Citibank, N.A. and will remain on its Board.
        Mr. Rhodes will also continue to serve as Senior Vice
        Chairman of Citigroup, where he will focus more of his
        time on Citi's strategically vital international
        franchise.  The Citibank, N.A. Board will thus consist of
        five outside directors of Citigroup (Messrs. Grundhofer,
        O'Neill, Ricciardi, Ryan and Santomero) and two internal
        directors (Messrs. McQuade and Rhodes).

     -- The Board announced a new Citi Holdings Oversight
        Committee.  Michael E. O'Neill, who was elected at Citi's
        2009 Annual Meeting, will chair this Committee, which will
        oversee management's strategy and execution for the
        disposition of Citi Holdings' assets and businesses.  John
        M. Deutch will step off the Citibank, N.A. Board and the
        Citigroup Audit and Risk Management Committee so he can
        focus more of his attention on operations and technology
        matters, an area in which he has particular expertise, and
        will join the Citi Holdings Oversight Committee.  Ms.
        Taylor and Mr. Joss will also be members of this
        Committee.

     -- The Board announced that Mr. Grundhofer will Chair the
        Audit and Risk Management Committee, replacing Mr. Deutch.
        Mr. Collins will join the Audit and Risk Management
        Committee.

All other Citigroup Board committee assignments remain unchanged.

Since Board committee rotations in July of last year, Citi has
named a new independent chairman and appointed seven new outside
directors, including the three outside directors.  As stated in
Citi's Proxy Statement, Corporate Governance Guidelines and
committee charters, committee memberships and chairs rotate
periodically.  Citi's Board believes this process reflects its
continued commitment to strong corporate governance practices and
has committed to reviewing Board Committee chairs and membership
each year.

                          About Citigroup

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

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

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


CLAIRE'S STORES: Bank Debt Trades at 36% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 63.50 cents-
on-the-dollar during the week ended Friday, July 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 6.04
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 July 31, among the 144 loans with five or more bids.

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

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

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


COBRA ELECTRONICS: In Talks with Lenders for Covenant Waivers
-------------------------------------------------------------
Cobra Electronics Corporation reports that the impact of the
global economic downturn on its financial performance for the
second quarter of 2009 has resulted in the Company's failure to
satisfy the financial covenants relating to the period set forth
in its loan agreement.

The Company has been in discussions with its lenders and has
reached an agreement in principle on the terms of an amendment to
the loan agreement pursuant to which the Company's lenders would
waive any defaults resulting from the existing covenant
violations.  The amendment, which is expected to be executed
within the next two weeks, is expected to provide the Company with
sufficient availability for its anticipated needs and will contain
financial covenants that are in line with expectations for the
Company's business through the October 2011 term of the loan
agreement.  In the meantime, the company continues to have full
access to the credit facility and is operating in normal course.

Cobra had interest-bearing debt of $18.2 million as of June 30,
2009, and cash of $1.9 million, for "net debt" of $16.3 million,
as compared to "net debt" of $9.4 million the prior year.  Due to
the agreement in principle with the lenders on the terms of an
amendment, a portion of the debt continues to be classified as
long-term, although this classification is subject to revision
based on the final terms and conditions upon which the Company and
its lenders agree.

Availability against the Company's credit facility was
$6.4 million and it is anticipated that the advance formulas to be
included in the amendment would not have materially changed this
availability.  Inventory at the end of the second quarter declined
to $29.5 million from $30.2 million the prior year and accounts
receivable at the end of the quarter were $16.1 million, a decline
from $19.4 million one year earlier.

Based in Chicago, Illinois, Cobra Electronics Corporation --
http://www.cobra.com/-- designs and markets communication and
navigation products.  Building upon its leadership position in the
GMRS/FRS two-way radio, radar detector and Citizens Band radio
industries, Cobra identified new growth opportunities and has
aggressively expanded into the marine market and has expanded its
European operations.  The Consumer Electronics Association, Forbes
and Deloitte & Touche have all recently recognized Cobra for the
Company's innovation and industry leadership.


COLLINS & AIKMAN: Property Owners' Lawyer Seeks Damages
-------------------------------------------------------
Craig Peters at Spartanburg Herald-Journal reports that Gary
Poliakoff -- the attorney representing owners of land near Health-
Tex is seeking damages from Collins & Aikman Corp.'s liability
insurance.

Mr. Poliakoff, the attorney representing property owners, filed a
class action lawsuit in November 2003 alleging that:

     -- the properties, which include wells that once provided
        drinking water, were contaminated by a textile mill that
        operated at 276 Foster St. from 1969-90; and

     -- Collins & Aikman, which operated the site from about 1969-
        80, dug a trench in its dye-room floor and piped its waste
        products out of the building and into the soil via plumes.

Spartanburg Herald-Journal says that Circuit Judge Mark Hayes
approved early last month a partial settlement of $270,000 to the
property owners.

According to Spartanburg Herald-Journal, the case had progressed
until Collins & Aikman filed for Chapter 11 bankruptcy in Michigan
in 2005, which was then converted to Chapter 7 liquidation.
Collins & Aikman, Spartanburg Herald-Journal notes, has hundreds
of secured creditors still waiting.  The report states that Mr.
Poliakoff's clients are unsecured creditors, with "zero
likelihood" of receiving money from the Company.

"Overall, we're happy to receive money from Vf Playwear and
Chesebrough-Pond's, but our primary focus has been Collins &
Aikman, and unfortunately they went bankrupt," Spartanburg Herald-
Journal quoted Mr. Poliakoff as saying.  Chesebrough-Pond's
Health-Tex purchased the site from Collins & Aikman in 1980.

Mr. Poliakoff said in court documents that Chesebrough-Pond's was
liable due to an "alter ego" provision.  According to Mr.
Poliakoff, Vf Playwear was liable as a successor company.
Spartanburg Herald-Journal says that each company agreed to
contribute $135,000 to the settlement.

                      About Collins & Aikman

Headquartered in Troy, Mich., Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.

The Company and its debtor-affiliates filed for chapter 11
protection on May 17, 2005 (Bankr. E.D. Mich. Case No. 05-55927).
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represents C&A in
its restructuring.  Lazard Freres & Co., LLC, provides the Debtors
with investment banking services.    Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
On July 18, 2007, the Court confirmed the Debtors' Liquidation
Plan which became effective on Oct. 12, 2007.


COLONIAL BANCGROUP: DBRS Downgrades Ratings One Notch to CC
-----------------------------------------------------------
DBRS has downgraded the ratings for Colonial BancGroup, Inc.
(Colonial or the Company), and its related entities, including
Colonial's Issuer & Senior debt rating to CC from CCC (high) and
its bank subsidiary, Colonial Bank's (Bank) Deposits and Senior
Debt rating to CCC from BB (low).  All ratings remain Under Review
with Negative Implications.

Today's rating actions reflect DBRS's view that Colonial's ability
to remain as a going concern has been severely weakened by the
termination of the stock purchase agreement with a group of
investors led by Taylor, Bean & Whitaker Mortgage Corp. (TBW).
DBRS comments that the ability of the Company to raise the
additional $300 million, which is a condition for an investment by
the U.S. Department of the Treasury, is severely limited.
Moreover, the possibility of further regulatory actions has been
heightened by this development.  Colonial is currently operating
under cease and desist (C&D) orders, with the Federal Reserve, the
FDIC, and the State of Alabama, which require the Bank to maintain
certain capital levels.  The Company reported in its Q2 2009
earnings release that it was not in compliance with the capital
requirements.  Indeed, several of the Company and Bank's
regulatory capital ratios fall below well capitalized levels, as
defined by the regulators.

Although Colonial is exploring all alternatives to strengthen its
capital position, it is DBRS's opinion that its ability to absorb
future credit costs and other unforeseen charges is severely
curtailed.  DBRS comments that the Company's asset quality remains
under significant pressure, especially given its substantial
troubled Florida-based construction and development portfolio.
DBRS will continue monitoring the Bank's ability to protect its
deposit franchise, which is an underlying factor in the ratings.

                     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.

                          *     *     *

As reported in the Troubled Company Reporter on July 17, 2009, the
Colonial BancGroup, Inc., and Colonial Bank, a wholly owned
subsidiary of BancGroup, entered into an Asset Purchase Agreement
with Global Consumer Acquisition Corporation for the sale of 21
branch offices of Colonial Bank located in Nevada.


COLONIAL BANCGROUP: Must Submit Capital Plan to Fed by August 21
----------------------------------------------------------------
The Colonial BancGroup, Inc., is actively pursuing a variety of
strategic capital alternatives including, but not limited to:

     -- Exploring a sale or merger of the Company;
     -- Selling the Nevada branches;
     -- Possibly selling other branches;
     -- Exploring the sale of problem assets;
     -- Reducing expenses;
     -- Initiating an exchange of bank level subordinated debt for
        senior debt which is expected to increase Tier I capital
        at the bank;
     -- Seeking sources of private capital;
     -- Reducing assets

Colonial has engaged Citigroup Global Markets Inc., as its
financial advisor.  Since Citi's engagement on July 9, 2009,
Colonial has held private management meetings with potential
strategic acquisition candidates and private equity investment
firms.

Colonial can give no assurances as to whether any of these
candidates or firms will enter into a long term agreement with
Colonial or whether any other candidates will emerge in the
future, and Colonial does not expect to make any further statement
about the outcome of such meetings unless an agreement
satisfactory to Colonial can be reached.

Colonial on Monday consented to an Order to Cease and Desist by
the Board of Governors of the Federal Reserve System and the
Alabama State Banking Department.  The Order was effective as of
July 22, 2009.

The Federal Reserve is the primary federal regulator of Colonial
BancGroup, the holding company of Colonial Bank.  Similar to the
regulatory order issued to Colonial Bank by the FDIC and the
State, BancGroup agreed to take certain actions intended to
address various issues that have impacted the Company's financial
condition and performance.  Among other things, the Order requires
BancGroup to:

     -- Present a written capital plan to the Federal Reserve and
        the Department within 30 days of the Order by which
        BancGroup and Colonial Bank would achieve sufficient
        capital to meet current and future capital requirements,
        including compliance with the Capital Adequacy Guidelines
        for Bank Holding Companies and the applicable capital
        adequacy guidelines for Colonial Bank issued by the FDIC;

     -- Within 60 days of the Order, BancGroup will submit to the
        Federal Reserve and the Department an acceptable written
        plan for liquidity management at the consolidated
        organization;

     -- Within 30 days of the Order, BancGroup shall eliminate,
        through charge-offs or collection, all assets or portions
        of assets identified as "loss" that have not been
        previously collected in full or charged-off; thereafter,
        BancGroup shall, within 30 days from the receipt of any
        federal report of inspection, charge off all assets
        classified or identified as "loss" unless otherwise
        approved in writing by the Federal Reserve and the
        Department;

     -- Within 60 days of the Order, BancGroup shall review and
        revise as appropriate its consolidated allowance for loan
        and lease losses methodology to assure that it is
        consistent with relevant supervisory guidance and shall
        submit to the Federal Reserve and the Department an
        acceptable written program to be implemented for
        determining, documenting, and recording an adequate
        consolidated allowance for loan and lease losses;

     -- BancGroup shall not declare or pay dividends without the
        prior written approval of the Federal Reserve and the
        Department;

     -- BancGroup shall not directly or indirectly take dividends
        or any other form of payment representing a reduction in
        capital from Colonial Bank without the prior written
        approval of the Federal Reserve and the Department;

     -- BancGroup shall not make any distributions of interest,
        principal, or other sums on subordinated debentures or
        trust preferred securities without the prior written
        approval of the Federal Reserve and the Department;

     -- BancGroup shall not, directly or indirectly, incur,
        increase, or guarantee any debt, nor purchase or redeem
        any shares of its stock, without the prior written
        approval of the Federal Reserve and the Department;

     -- BancGroup will comply with applicable notice provisions in
        connection with the appointment of any new director or
        senior executive officer or a change in the
        responsibilities of any senior executive officer so that
        the officer would assume a different executive officer
        position.  BancGroup will also comply with applicable
        restrictions on indemnification and severance payments;
        and

     -- Within 30 days after the end of each quarter following the
        date of the Order, BancGroup's Board of Directors shall
        submit to the Federal Reserve and the Department written
        progress reports detailing the form and manner of all
        actions taken to secure BancGroup's compliance with the
        provisions of the Order and the results thereof, as well
        as a parent company only balance sheet, income statement,
        and, as applicable, a report of changes in shareholders'
        equity.

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

              http://ResearchArchives.com/t/s?4084

On July 14, 2009, Colonial announced the signing of an asset
purchase agreement with Global Consumer Acquisition Corporation
for the sale of 21 Colonial Bank branch offices located in Nevada.
Upon the closing of the transaction, GCAC is expected to acquire
the branch network including roughly $492 million in deposits and
roughly $440 million in loans, for a deposit premium of roughly
$28 million or 5.7% of total deposits.  The transaction is
expected to close on or before September 30, 2009 and is subject
to GCAC shareholder and regulatory approval.

In December 2008, Colonial launched the Colonial 1st program which
is an on-going, company-wide review of business practices with
goals of enhancing the customer experience and improving the
Company's overall efficiency.  Over 4,000 ideas were generated
from 30 cross-functional teams from throughout the Company.
Colonial plans to implement approximately 700 of those ideas which
are expected to generate pre-tax savings of $25 million in 2009
and over $50 million in 2010.  As part of the Colonial 1st
program, during July 2009, Colonial reduced the overall staffing
level by approximately 3% through the elimination of 136 positions
company-wide. The total number of employees decreased from 4,930
at December 31, 2008 to 4,627 currently, a 6% decrease.

                       About Colonial Bank

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

                           *     *     *

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


COLONIAL BANCGROUP: Posts $606 Million Net Loss in Q2 2009
----------------------------------------------------------
The Colonial BancGroup, Inc., on Friday reported results for the
quarter ended June 30, 2009:

     -- 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; non-
        cash charges of $377 million, or $1.87 per common share
        related to a valuation allowance on its deferred tax
        assets -- $302 million, or $1.50 per common share -- and
        to write down goodwill -- $75 million, or $0.37 per common
        share; the valuation allowance on deferred taxes may be
        reversed in the future to offset taxable income;

     -- Loan loss provision was $294 million, up 14% from the
        first quarter of $257 million; net charge-offs for the
        quarter were $244 million, or 7.02% annualized of average
        loans, compared to $132 million, or 3.72% annualized of
        average loans, in the 1st quarter of 2009; other credit
        costs include write downs and expenses on foreclosed
        properties of $43 million in the quarter, up $36 million
        from the 1st quarter of 2009;

     -- The balance in the allowance for loan losses was
        $500 million or 3.69% of net loans at June 30, 2009;

     -- Nonperforming assets increased to $1.7 billion or 12.29%
        of net loans, other real estate owned and repossessions at
        June 30, 2009, up $603 million over March 31, 2009; the
        increase in nonperforming assets reflects the continued
        economic distress in the Company's markets, primarily in
        Florida; the weakness in the portfolio continued to be
        primarily in the construction-related sector, which
        comprised approximately 72% of Colonial's nonperforming
        assets at June 30, 2009;

     -- FDIC insurance and other regulatory fees were
        $29.6 million, up $18.4 million from the 1st quarter of
        2009 due primarily to the FDIC's special assessment of
        $12.2 million charged to banks in the quarter;

     -- Pre-tax, pre-credit results excluding goodwill impairment
        and FDIC insurance and other regulatory fees resulted in a
        profit of $19.0 million or $0.09 per common share;

     -- Strong liquidity position: cash and interest bearing
        deposits in banks and the Federal Reserve were roughly
        $1.5 billion at June 30, 2009;

     -- Total deposits increased 7.3% from December 31, 2008;

     -- Colonial's regulatory capital ratios at June 30, 2009,
        were:

                                           Colonial    Colonial
                                           BancGroup   Bank
                                           ---------   --------
        Tier I Risk-Based Capital ratio      5.44%       6.46%
        Total Risk-Based Capital ratio       9.43%       9.21%
        Tier I Leverage ratio                3.49%       4.18%

     -- Tangible book value per share of $1.29 at June 30, 2009;

     -- Net interest margin of 1.97% for the 2nd quarter compared
        to 2.04% in the 1stquarter of 2009, resulting primarily
        from the lower yielding assets due to Colonial's
        significant liquidity position, the impact of increasing
        nonperforming assets, and continued customer preference
        for higher cost time deposits;

     -- Core noninterest income for the 2nd quarter increased
        $2.8 million, or 6% from the 1st quarter of 2009, driven
        by a $2.1 million or 17% increase in retail mortgage
        banking fees;

     -- Core noninterest expenses, excluding FDIC insurance and
        other regulatory fees, losses and expense on other real
        estate and professional fees, for the 2nd quarter were
        down 2% from the 1st quarter of 2009.

At June 30, 2009, Colonial had $25.4 billion in total assets and
$24.5 billion in total liabilities.

"During the second quarter, we took aggressive action related to
capital strategies, liquidity, credit quality and expense
reduction.  Going forward, we believe these actions put our
company in a better position to reinforce its value as a gateway
to over 400,000 business and household customers who currently
bank with Colonial.  Our loyal employee force of over 4,500
resourceful individuals and our branch network of over 350
locations continue to serve as a solid foundation for Colonial's
multi-state franchise in spite of difficult economic and
regulatory conditions," said Lewis Beville, Colonial's CEO and
President.

Meanwhile, on July 11, 2009, Colonial Vice-Chairman of the Board
of Directors, John C. H. Miller, Jr. passed away at his home in
Mobile, Alabama.  Mr. Miller also served as a member of Colonial's
Executive Committee.  Mr. Miller was a founding member of the
Board of Directors of BancGroup and had been a director since
1981.  BancGroup has not named a replacement director or Vice-
Chairman.

                        Going Concern Doubt

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.  The Company expects to update its 2008 financial
statements contained in the Company's Annual Report on Form 10-K,
prior to filing its June 30, 2009 Form 10-Q.  The Company is
working to implement a Capital Action Plan which includes
strategies to increase capital or to sell the Company to address
the uncertainties giving rise to the going concern assessment.

A copy of the Company's Second Quarter Results Presentation is
available at no charge at http://ResearchArchives.com/t/s?4086

                       About Colonial Bank

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

                           *     *     *

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


COLONIAL BANCGROUP: Terminates Taylor Bean Stock Purchase Deal
--------------------------------------------------------------
The Colonial BancGroup, Inc., and Taylor, Bean & Whitaker Mortgage
Corp. on July 31, 2009, agreed to a mutual termination of the
Stock Purchase Agreement, as amended, under which the purchasers
would have made a $300 million equity investment in the Company.

The transaction was subject to regulatory approvals and certain
other conditions, and the Agreement included a provision under
which either the Company or TBW, on behalf of all the investors,
could terminate the Agreement if the transaction was not
consummated by July 31, 2009.  Since the closing conditions were
not satisfied by July 31, 2009, and since there could be no
assurance that the closing conditions would be satisfied in the
future, the Company and TBW elected to mutually terminate the
Agreement on July 31, 2009.  There are no termination penalties to
the Company or TBW as a result of the mutual termination of the
Agreement.

                       About Colonial Bank

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

                           *     *     *

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


COLONIAL BANCGROUP: S&P Cuts Counterparty Credit Rating to 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Colonial BancGroup Inc. to 'CC' from 'CCC'.  At the same
time, S&P lowered its rating on the company's preferred shares to
'C' from 'CC', and lowered its long-term counterparty credit
ratings on the company's subsidiaries, including its primary
subsidiary, Colonial Bank, to 'CCC-' from 'B-'.  All short-term
ratings on the company and its primary bank remain at 'C'.  All
ratings remain on CreditWatch with negative implications.

"The rating downgrade largely results from S&P's view that
regulatory risk has increased following the company's announcement
that it has consented to an order to cease and desist by the
Federal Reserve, its primary federal regulator, and the Alabama
State Banking Department," said Standard & Poor's credit analyst
Robert Hansen.

This Order is comparable to the cease and desist order the company
received in June from the FDIC.  The Order, which became effective
on July 22, 2009, states, among other things, that the company can
not pay any dividends or make any distributions of interest or
principal on subordinated debt or trust preferred securities
without the prior written permission of these two regulators.  If
Colonial BancGroup is not granted permission by these regulators
to make interest payments and subsequently misses an interest
payment on its subordinated debt, the company's rating would be
lowered to 'SD' or 'D'.  The next scheduled interest payment on
the company's subordinated debt is due September 15, 2009.  The
company is also required to eliminate, through charge-offs or
collection, within 30 days of the Order, all assets or portions of
assets identified as "loss" that have not been previously
collected in full or charged off.

This rating downgrade is also consistent with S&P's published view
that institutions in the banking industry with the highest
commercial real estate and construction loan exposures are the
most vulnerable to further credit deterioration and, therefore,
are among those with the highest risk of failure.  S&P also
expects that loss severities among defaulted construction loans
will be materially higher during this economic downturn compared
with earlier downturns, given significant price declines among
residential homes and condominium projects--especially in certain
economically depressed states like Florida.

"The CreditWatch listing reflects S&P's opinion that the ratings
could decline further in the next few quarters, due to
considerable uncertainty regarding the company's ability to
execute on its announced capital plans, the significant credit
deterioration in its loan portfolio, and S&P's view of elevated
regulatory risks.  S&P expects to resolve the CreditWatch within
90 days," Mr. Hansen added.


COMMUNITY HEALTH: Bank Debt Trades at 6% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Community Health
Systems, Inc., is a borrower traded in the secondary market at
93.52 cents-on-the-dollar during the week ended Friday, July 31,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 2.36 percentage points from the previous week, The Journal
relates.  The loan matures on May 1, 2014.  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
July 31, among the 144 loans with five or more bids.

Based in Franklin, Tennessee, Community Health Systems, Inc. --
http://www.chs.net/-- is the largest publicly traded operator of
hospitals in the United States in terms of number of facilities
and net operating revenues.  The company provides healthcare
services through these hospitals that it owns and operates in non-
urban and selected urban markets throughout the United States.
The company also owns and operates home health agencies, including
four home health agencies located in markets where it does not
operate a hospital. Through its wholly owned subsidiary, Quorum
Health Resources, LLC, the company provides management and
consulting services to non-affiliated general acute care hospitals
located throughout the United States.

In June 2009, Fitch Ratings affirmed Community Health's Issuer
Default Rating at 'B'.  Fitch said Community's ratings reflect the
company's significant leverage, uncertain operating environment
and industry-leading cash flow.  Community's debt levels remain
elevated nearly two years after the acquisition of Triad Hospitals
for approximately


CONENZA INC: Case Summary 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Conenza, Inc.
        719 Second Ave, Suite 820
        Seattle, WA 98104

Bankruptcy Case No.: 09-17655

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Michael J. Gearin, Esq.
                  K&L Gates LLP
                  925 4th Ave., Suite 2900
                  Seattle, WA 98104-1158
                  Tel: (206) 623-7580
                  Email: michael.gearin@klgates.com

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

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/wawb09-17655.pdf

The petition was signed by Tony Audino, CEO of the Company.


COREL CORPORATION: Moody's Affirms Corporate Family Rating at 'B3'
------------------------------------------------------------------
Moody's affirmed Corel Corporation's B3 corporate family rating
and revised the rating outlook to stable from positive as a result
of reduced prospects for an upgrade over the next year.  The
change in rating outlook reflects Corel's weaker financial results
over recent quarters and incorporates Moody's expectations that
Corel's performance will continue to come under pressure as a
result of challenging macro conditions that are likely to persist
into 2010.

The affirmation of the B3 CFR incorporates Moody's view that
despite weakness in financial results over the recent period,
Corel maintains a good liquidity profile and possesses credit
metrics that are still solid for the B3-rating level.

The stable ratings outlook reflects Moody's expectation that
Corel's financial performance could moderate somewhat over the
near term as a result of weaker consumer demand but that credit
metrics will not materially deteriorate from current levels.  The
stable ratings outlook also incorporates Moody's view that Corel
will continue to maintain a good liquidity profile as evidenced by
moderate levels of balance sheet cash and expectations for good
cash flow generation at or near current levels.

These ratings were affirmed:

* Corporate Family Rating at B3

* Probability of Default Rating at Caa1

* $75 million Senior Secured Revolver due 2011 at B3 (LGD3 - 33%)
  -- Point estimate change from (LGD3 - 32%)

* $160 million Senior Secured Term Loan due 2012 at B3 (LGD3 -
  33%) -- Point estimate change from (LGD3 - 32%)

* Speculative Grade Liquidity Rating at SGL-2

The ratings outlooks is stable

The most recent rating action was on October 31, 2006 when Moody's
affirmed Corel's B3 CFR and revised its ratings outlook to
positive from stable.

Corel Corporation is a packaged software vendor that develops and
markets consumer software for the office productivity, graphics
and digital media markets.  The company's well-known brands
include Word Perfect, WinZip, CorelDRAW, Paint Shop Pro and
WinDVD.  Corel reported revenues of $242 million for the last-
twelve-month ended May 31, 2009.


COVENANT OF SOUTH HILLS: Financing Delays Sale Until September
--------------------------------------------------------------
Paula Reed Ward at Pittsburgh Post-Gazette reports that approval
of The Covenant at South Hills' sale has been pushed back until
September 3, 2009, due to difficulties by the winning bidder in
lining up financing.

The sale is subject to approval by U.S. Bankruptcy Court Judge
Judith Fitzgerald.

Post-Gazette relates that Lifecare of the South Hills LLC offered
$17.3 million to take over the Mt. Lebanon facility in May 2009,
the highest bid submitted.  Lifecare, according to the report,
proposes to own and manage the property.

Scott Fox, the CEO of Lifecare affiliate Orchards at Foxcrest,
said that he's confident the financing will get done, Post-Gazette
states.

Post-Gazette says that other interested parties could still bid
for The Covenant before the sale is finalized.

The Covenant at South Hills is a seven-year-old nonprofit
affiliate of B'nai B'rith Housing Inc.  It filed for Chapter 11
bankruptcy in January 2009 when it failed to make payments on
bonds used to finance construction.


COYOTES HOCKEY: Glendale, NHL Want Auction Delayed to Sept. 10
--------------------------------------------------------------
Reuters reports that the city of Glendale and the National Hockey
League have asked the Hon. Redfield Baum of the U.S. Bankruptcy
Court for the District of Arizona to delay the August 5 auction
for bidders who want to keep Phoenix Coyotes in Arizona, saying
that potential bidders need more time to finalize their offers.

Glendale, Reuters says, is seeking to move the auction to
September 10, which is currently reserved for a second auction
open to bidders who could move the team if the Court deemed the
initial round of bids inadequate.

Reuters states that Phoenix Coyotes owner Jerry Moyes has
challenged the viability of Jerry Reinsdorf's bid for the team.
Thomas Salerno, Mr. Moyes lawyer, said in court documents that the
bid filed by Mr. Reinsdorf "cannot be approved as a matter of
law," and "there are no qualified bidders" based on criteria set
by the court.

Ice Edge Holdings' offer was also "incomplete" but it could
continue efforts to finalize its bid, Reuters says, citing NHL
owners -- who rejected an offer from Jim Balsillie, Research in
Motion Ltd.'s co-chief executive officer.  As reported by the
Troubled Company Reporter on July 30, 2009, Ice Edge, the third
bidder vying for Phoenix Coyotes ownership, is considering having
the team play in Canada, particularly in Saskatoon, Saskatchewan,
and Halifax, Nova Scotia,

Reuters relates that Glendale said it is close to agreements with
Mr. Reinsdorf and Ice Edge that would let Phoenix Coyotes remain
in Jobing.com Arena in Glendale with "strong economic essentials
and support from all necessary constituencies."

The NHL also in court documents that Mr. Balsillie is no longer a
"viable purchaser" of Phoenix Coyotes and that any possible
relocation of the team couldn't occur until after the 2009-2010
season.  According to the NHL, Mr. Balsillie has repeatedly
"turned his back on commitments . . . he made" and acted in
"disregard to established league rules," causing "significant
damage to the league."  Mr. Balsillie indicated in a meeting with
owners on Wednesday that he would legally challenge any decision
not to approve his ownership application, Reuters says, citing the
NHL.

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.

As widely reported, 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.


CPM HOLDINGS: Moody's Assigns 'B2' Rating on $200 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned CPM Holdings, Inc., a B2 rating
to the proposed $200 million of senior secured notes, due 2014.
Concurrently, Moody's assigned a B2 corporate family rating and
probability of default rating to CPM.  The rating outlook is
stable.

Proceeds of the intended issuance will be used to refinance
$190 million of an outstanding term loan and to fund transaction-
related fees and expenses.  The company is also seeking a new
$30 million asset based revolver (not rated by Moody's), which is
is intended to replace the existing revolver at the operating
subsidiaries, Crown Acquisition Corp and CPM Acquisition Corp,
collectively "Crown. "  Upon completion of the proposed
refinancing, the existing senior secured bank credit facility
rating is likely to be withdrawn.  In the event that the
transactions are not completed, this rating would likely be
lowered to B2 from B1 (consistent with CPM's B2 CFR).

The B2 CFR reflects Moody's opinion that CPM's results have yet to
fully reflect the impact of the global economic weakness given the
decline in CPM's backlog over the past 6 to 9 months.  As CPM
works through pre-existing orders and into business contracted
after the downturn became evident, Moody's expects adjusted
financial leverage could surpass four times without a sustained
improvement in order trends or a reduction in operating costs.
Moody's believes that operating performance may remain weak over
the near-term as sales volumes into primary end markets continue
to be adversely affected by a reduction in capital spending and/or
limited availability of financing.

While acknowledging the company's strong competitive position in
its primary end markets, expected free cash flow generation, and
meaningful cash balances, the B2 CFR also reflects CPM's small
scale and significant dependence on new capacity growth during a
global economic downturn.  The ratings incorporate concern about
the permanent nature of the debt in the capital structure given
the company's exposure to cyclical markets in addition to the
higher debt service cost as a result of the refinancing.

The stable outlook is contingent upon CPM completing the proposed
financings.  If the transactions are not completed, liquidity
would be a concern given tightening covenants in the existing
facility and may result in the change of the outlook to negative.
Additionally, the outlook and/or ratings could be pressured if
orders were expected to decline on a sustained basis (outside the
normal seasonality pattern) or if CPM were expected to consume
cash.

Ratings assigned at CPM Holdings, Inc. include:

  -- B2 (LGD 4; 57%) rating assigned to $200 million of senior
     secured notes

  -- B2 Corporate Family Rating

  -- B2 Probability of Default Rating

  -- Stable Outlook

Ratings withdrawn at Crown Acquisition Corp.:

  -- B1 Corporate Family Rating
  -- B2 Probability of Default Rating

The last rating action on Crown Acquisition Corp., a subsidiary of
CPM Holdings Inc., was on September 17, 2008, when the probability
of default rating was lowered to B2.

CPM Holdings, Inc, operating through its wholly-owned
subsidiaries, Crown Acquisition Corp. and CPM Acquisition Corp.,
is a leading producer in the supply of process machinery and
technology utilized primarily in the agricultural and food
producing/processing industries for oilseed processing, animal
feed production, human foods, bio-fuels, and industrial extrusion.
The company is principally owned by Gilbert Global Equity Partners
and revenues for the twelve-month period ending March 31, 2009,
were over $400 million.


CPM HOLDINGS: S&P Assigns 'B+' Rating on $200 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned an issue-level rating
of 'B+' to CPM Holdings Inc.'s offering of $200 million of senior
secured notes due 2014, based on preliminary terms.  S&P also
assigned a recovery rating of '4' to these notes, indicating S&P's
expectation of an average recovery (30%-50%) in the event of a
payment default.  S&P based all ratings on preliminary offering
statements and they are subject to review of final documentation.

CPM is concurrently refinancing its existing $30 million revolving
credit facility.  Upon the close of the new asset-based lending
revolver, which S&P will not rate, S&P will withdraw the rating on
the existing revolving credit facility and term loan.

The ratings on Waterloo, Iowa-based CPM reflect the company's weak
business profile, characterized by exposure to cyclical
agricultural equipment markets and volatile commodity prices,
somewhat offset by CPM's leading position in niche markets and
good geographic diversification.  The ratings also reflect the
company's aggressive financial risk profile.  Pro forma for the
transaction, total debt to EBITDA is less than 2.5x, and funds
from operations to total debt is above 20% for the 12 months ended
March 31, 2009.  For the rating, S&P expects debt leverage to be
4x-5x, and FFO to total debt to be about 15%.

"The company has enough cushion to sustain a meaningful downturn
and remain within S&P's expectations," said Standard & Poor's
credit analyst Sarah Wyeth.

                          Ratings List

                        CPM Holdings Inc.

           Corp. credit rating            B+/Stable/--

                       New Ratings Assigned

              Senior secured notes due 2014      B+
               Recovery rating                   4


DALE THOMPSON: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Dale Thompson Builders has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Maryland, blaming it on business debts.

Dale Thompson listed $33.8 million in secured debt and $29 million
in unsecured claims, against assets of around $3.3 million.

Derek Simmonsen at Explore Howard reports that creditors can file
proofs of claim until October 13.  According to court documents,
about 28 claims have been filed so far, seeking about
$1.5 million.

Explore Howard relates that Dale Thompson has shut down its
Columbia office and auctioned off some of its lots and model homes
at an auction to pay its debts.  The report says that Dale
Thompson struggled with more than two dozen lawsuits in 2008.

According to Explore Howard, Susquehanna Bank foreclosed on 30
homes and lots in Dale Thompson's development near Columbia and
held an auction on April 14, though none of the bids were
accepted.  Citing auctioneer GoIndustry DoveBid, the report states
that American Auction & Appraisal, on behalf of Columbia Bank,
sold five model homes and seven lots available in Highland
Overlook, near Columbia, in April 2009.

About 31 of finished lots at Dale Thompson's Hopkins Choice
development in Glenelg will be auctioned on August 17 to pay off a
about $10 million in debt.

Clarksville-based Dale Thompson Builders is a prominent Columbia
builder known for the Scot's Glen and planned Riverdale townhouse
communities.


DELPHI CORP: Court's Order Confirming Modified Plan
---------------------------------------------------
Delphi Corp. said that the Honorable Judge Robert D. Drain of the
United States Bankruptcy Court for the Southern District of New
York entered an order confirming the First Amended Joint Plan of
Reorganization, as modified, of Delphi Corporation and certain of
its affiliates.  The Court ruled that Delphi had met all of the
statutory requirements to confirm its Plan, as modified.

The Debtors stepped Judge Drain through the 16 requirements for
confirmation of the Modified Plan pursuant to Section 1129(a) of
the Bankruptcy Code:

  (1) The Plan complies with Section 1129(a)(1) :

      -- The Plan complies with the classification requirements
         of Section 1122 of the Bankruptcy Code because all
         Claims or Interests placed in each class are
         substantially similar to other Claims or Interests in
         that Class.  Valid business, factual and legal reasons
         exist for classifying the various Classes of Claims and
         Interests set forth in the Modified Plan, and the
         Classes do not unfairly discriminate between holders of
         Claims or Interests.

      -- The Modified Plan complies with the requirements set
         forth in Section 1123(a)(1)-(7) of the Bankruptcy Code.

      -- The Modified Plan's provisions are appropriate and
         consistent with the applicable provisions of the
         Bankruptcy Code, including provisions for (i)
         distributions to holders of Claims, (ii) the
         disposition of executory contracts and unexpired
         leases, (iii) approval of and authorization for
         entry into the Master Disposition Agreement with
         Motors Liquidation Company, formerly known as General
         Motors Corporation, General Motors Company, GM
         Components Holdings, LLC, and DIP Holdco 3, LLC, a
         newly-created entity by certain DIP Lenders, (iv)
         amendment, assumption, and assignment of Union
         Settlement Agreements, (v) the retention of, and right
         to enforce, sue on, settle or compromise certain claims
         or causes of action against third parties, to the
         extent not waived or released under the Modified Plan,
         (vi) resolution of Disputed Claims, (vii) allowance of
         certain Claims, (viii) indemnification obligations;
         (ix) releases by the Debtors of certain parties, (x)
         releases by holders of Claims and Interests, (xi)
         releases by Unions, (xii) releases by GM-related
         parties by the Debtors and third parties, and (xiii)
         the exculpation of certain parties.

  (2) The Modified Plan complies with Section 1129(a)(2) as the
      Debtors have complied with all of the provisions of the
      Bankruptcy Code and the Bankruptcy Rules governing notice
      and related matters in connection with the Modified Plan,
      the Disclosure Statement Supplement, Ballots and related
      documents and notices in resoliciting and tabulating votes
      on the Modified Plan.

  (3) The Modified Plan complies with Section 1129(a)(3) because
      the Debtors have proposed the Modified Plan in good faith
      and not by any mean forbidden by law.  Specifically, the
      Debtors, Old and New GM, JP Morgan Chase Bank, N.A. and
      the DIP Lenders, among others, negotiated the Modified
      Plan in good faith and participated in the Modified Plan
      formulation process in good faith.  The Modified Plan was
      proposed with the legitimate and honest purpose of
      reorganizing and maximizing the value of each of the
      Debtors and the recovery to holders of Claims and
      Interests under the circumstances of the Debtors' Chapter
      11 cases.

  (4) The Modified Plan complies with Section 1129(a)(4) because
      payments made or to be made by the Debtors for services or
      for costs and expenses in connection with the Debtors'
      Chapter 11 cases, including all administrative expense and
      substantial contribution claims under Sections 503 and 507
      of the Bankruptcy Code, and pursuant to any expense side
      letter entered into with the Debtors, or in connection
      with the Modified Plan and incident to the Debtors'
      Chapter 11 cases, has been approved by, or is subject to
      the approval of the Court.

  (5) The Modified Plan complies with Section 1129(a)(5) as made
      applicable by Section 1127 of the Bankruptcy Code.
      Specifically, the Debtors have disclosed the identity and
      the affiliation of all of the initial officers of the
      Reorganized Debtors and the directors of all Reorganized
      Debtors.

  (6) The Modified Plan satisfies Section 1129(a)(6), as made
      applicable by Section 1127, because the Modified Plan does
      not provide for any change in rates over which a
      governmental regulatory commission has jurisdiction.

  (7) The Modified Plan complies with the requirements of
      Section 1129(a)(7).  With respect to each impaired class
      of claims or interests under the Modified Plan, the
      liquidation analysis appended in the Disclosure
      Statement, and other evidence proffered at the
      Confirmation Hearing, among others, establish that each
      holder of a Claim of Interest in an Impaired Class that
      has not accepted the Modified Plan will receive or retain
      under the Modified Plan, on account of the Claim or
      Interest, property of a value, as of the Effective Date of
      the Modified Plan, that is not less than the amount that
      it would receive if the Debtors were liquidated under
      Chapter 7.

  (8) Three subclasses in Class 1A-1, Classes 1C-2 through 12C-
      2, and Classes 1D through 12D have voted to accept the
      Modified Plan.  All other classes have voted to reject or
      have been deemed to reject the Modified Plan; provided,
      however, Classes 3A-1, 4A-1, 2C-1, 7C-1, and 9C-1, in
      which no votes were cast, will be deemed to have accepted
      the Modified Plan.  Accordingly, confirmation is sought
      pursuant to Section 1129(b) as made applicable by Section
      1127.

  (9) The Modified Plan complies with the requirements of
      Section 1129(a)(9) because the Modified Plan provides that
      all Allowed Administrative Expense Claims, Allowed
      Priority Non-Tax Claims, and Allowed Priority Tax Claims
      will be paid in full in a manner not less favorable than
      the treatment of Allowed General Unsecured Claims.

(10) The Plan satisfies Section 1129(a)(10) because three
      subclasses in Class 1A-1, Classes 1C-2 through 12C-2, and
      Classes 1D through 12D have voted to accept the Modified
      Plan and do not contain insiders as defined under Section
      101(31) of the Bankruptcy Code.  In addition, Classes 3A-
      1, 4A-1, 2C-1, 7C-1, and 9C-1, in which no votes were
      cast, will be deemed to have accepted the Modified Plan.

(11) The Modified Plan complies with Section 1129(a)(11)
      as the transactions set forth as conditions to the
      Effective Date of the Modified plan, the Modified Plan is
      feasible and that confirmation of the Modified Plan is not
      likely to be followed by the liquidation or the need for
      further financial reorganization of the Debtors or the
      Reorganized Debtors.

(12) The Modified Plan complies with the requirements of
      Section 1129(a)(12) because the Debtors have paid, or
      pursuant to the Modified Plan, will pay by the Effective
      Date, fees payable under Section 1930 of the Judiciary
      Code, plus accrued interest under Section 3717 of Title 31
      of the United States Code.

(13) Section 1129(a)(13) does not apply to the Modified Plan.
      The Modified Plan provides that all retiree benefits that
      were established pursuant to Sections 1114(e)(1)(B) or
      1114(g) of the Bankruptcy Code at any time prior to entry
      of the Confirmation Order will continue at the levels so
      established for the period that the Debtors have obligated
      themselves to provide benefits.  To the extent that the
      Debtors during their Chapter 11 cases modified retiree
      benefits solely in accordance with existing retiree
      benefit plans, they were not required to seek
      modifications under Section 1114(e)(1)(B) or 1114(g).

(14) Section 1129(a)(14), which addresses domestic support
      obligations, does not apply to the Debtor.

(15) Section 1129(a)(15), which concerns individual debtors,
      does not apply to the Debtors.

(16) The Plan complies with Section 1129(a)(16) because the
      Confirmation Order would provide that any transfers of
      property contemplated by the Plan would be made in
      accordance with any applicable non-bankruptcy law.

Three subclasses of Class 1A-1, Classes 1C-2 through 12C-2, and
1D through 12D voted to accept the Modified Plan.  Thus, pursuant
to Section 1129(b), the Modified Plan may be confirmed
notwithstanding that not all Impaired Classes voted to accept the
Modified Plan.  All of the requirements of Section 1129(a) with
respect to the Classes, other than Section 1129(a)(8), have been
met.  The Modified Plan is fair and equitable and does not
discriminate unfairly against the holders of claims that have
rejected or that have been deemed to reject the Modified Plan,
the Debtors maintain.

With respect to Classes 1E, 1G-1, 1G-2, 1H, 8H, and 1I, no
holders of Claims or Interests junior to the holders of the Class
will receive or retain any property under the Modified Plan on
account of the Claims or Interests, and as evidenced by the
estimates contained in the Disclosure Statement, no Class of
Claims or Interests senior to a Class is receiving more than full
payment on account of those Claims or Interests.  In addition,
the Official Committee of Unsecured Creditors has withdrawn its
objection and supports cramdown of the Modified Plan on non-
consenting Classes of Claims under Section 1129(b), as it is
incorporated by Section 1127.

Section 1129(d) states that "the court may not confirm a plan if
the principal purpose of the plan is the avoidance of taxes or
the avoidance of the application of section 5 of the Securities
Act of 1933."  Judge Drain finds that the Modified Plan satisfies
the requirements under Section 1129(d), as made applicable by
Section 1127.

                   Changes to Modified Plan,
                 Plan Exhibits and Supplements

Moreover, Judge Drain approved the modifications made on July 30,
2009, to the Modified Plan.  According to Delphi Vice President
and Chief Financial Officer John D. Sheehan, the modifications to
the Modified Plan constitute non-material or technical changes
and changes with respect to particular Claims or Interests.  "The
changes do not materially adversely affect or change the
treatment of any Claims or Interests," he says.  Mr. Sheehan
notes that those modifications do not require additional
disclosure under Section 1125 of the Bankruptcy Code, or
resolicitation of votes under Section 1126 of the Bankruptcy
Code, nor do they require that holders of Claims or Interests be
afforded an opportunity to change previously cast acceptances or
rejections of the Modified Plan.

A blacklined copy of the Modified Plan dated July 30, 2009,
appended in the Confirmation Order, is available for free at:

     http://bankrupt.com/misc/Delphi_July30ModifiedPlan.pdf

In addition, prior to the confirmation of the Modified Plan, the
Debtors filed with the Court a 414(1) true-up agreement executed
between Delphi and New GM under the Delphi-PBGC Settlement
Agreement.  The True-Up Agreement describes certain pension asset
transfers to be completed on the effective date of Delphi's
emergence from bankruptcy.  A full-text copy of the True-Up
Agreement dated July 28, 2009, is available for free at:

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

Similarly, the Debtors made two successive amendments to the list
of contracts that will be rejected under the Modified Plan, the
first one being on July 28, 2009 and the next on July 30, 2009.
Full-text copies of the Amended Contract Lists are available for
free at:

   http://bankrupt.com/misc/Delphi_RejectedContractList.pdf
   http://bankrupt.com/misc/Delphi_RejectedPactsJuly30.pdf

                  Master Disposition Agreement

Judge Drain has also approved the Master Disposition Agreement.
Judge Drain opined that the Master Disposition Agreement is an
essential element of the Modified Plan and the consummation of
the Master Disposition Agreement is in the best interests of the
Debtors, their estates and their creditors.

Judge Drain deemed the DIP Lenders' Pure Credit Bid as the
Successful Alternative Transaction as the highest and best bid at
the auction for Delphi Assets and Sale Securities to be sold as
set forth in the Master Disposition Agreement.  The Successful
Alternative Transaction satisfies the requirements of Sections
363(k) and 1129 of the Bankruptcy Code and constitutes a Pure
Credit Bid in accordance with the Bidding Procedures in an amount
equal to 100% of the principal and interest due and owing with
respect to the DIP Loan.

Pursuant to the Master Disposition Agreement, on the Plan
Effective Date, the Debtors will consummate the transfer of
certain assets, sale securities, and contracts to be assumed to
DIP Holdco and GM Components, free and clear of property
interests, claims, liens and encumbrances.

On and after the Effective Date, DIP Holdco, GM Components, and
JP Morgan will have no responsibility for any liability or other
obligation related to the Debtors or their assets.  Following the
Effective Date, DIP Holdco and GM Components will not be liable
for any property interests or claims against the Debtors and
their affiliates.

        Discharge of DIP Loan & Cancellation of Liens

The DIP Loan will be fully discharged, released, terminated and
if necessary, deemed waived upon the closing of the Master
Disposition Agreement.  All claims, liens, security interests,
and related obligations on DIP Loan collateral will also be fully
discharged and terminated.  The Debtors and the Reorganized
Debtors will be fully discharged and released of all obligations
related to the DIP Loan.

To the extent that the DIP Lenders or JP Morgan have filed or
recorded publicly any liens or security interests to secure the
Debtors' obligations under the DIP Facility, the DIP Lenders or
JP Morgan will take all steps asked by DIP Holdco, GM Components
or Reorganized Debtors to cancel the publicly filed liens and
security interests.

                Releases of GM-related Parties

Judge Drain also held that the releases of the GM-related parties
provided under the existing liquidity arrangement between the
Debtors and New GM, as assignee of Old GM, are fair and
reasonable.  He noted these factors that support approval of the
GM Releases:

  (a) The consideration GM provided and will provide pursuant to
      Delphi-GM Definitive Documents, Union Settlement
      Agreements, and other agreements entered into as part of
      the Debtors' reorganization constitutes a material,
      substantial contribution to the Debtors' estates;

  (b) GM's contribution is necessary to the success of the
      Modified Plan because GM's consideration provides a
      substantial source of funds to the Debtors' estates and
      allows substantial distributions to be made to the holders
      of Claims and Interests;

  (c) The GM Releases are an important part of the Modified
      Plan because as set forth in the Delphi-GM Global
      Settlement Agreement, GM would not have agreed to make
      those substantial contributions to the Debtors' estates
      without obtaining the GM Releases;

  (d) The breadth of the GM Releases is necessary to the
      Modified Plan and bears a reasonable relationship to the
      protection of the Debtors' estates; and

  (e) Absent the Delphi-GM Global Settlement Agreement and
      the GM Releases, as a result of existing indemnification
      agreements and GM's filed claims for indemnification and
      contribution, the third-party claims that are being
      released may have indirectly impacted the Debtors or
      Reorganized Delphi.

                Delphi-PBGC Settlement Agreement

Judge Drain authorized the Debtors' entry into a settlement
agreement with the PBGC pursuant to Section 1123(b)(3) of the
Bankruptcy Code.  The Debtors are allowed to effectuate the
Delphi-PBGC Settlement Agreement, including the execution and
delivery of termination and trusteeship agreements and any and
all waivers, releases, discharges, exculpations, or other
agreements or documents.  Upon the effectiveness of the Delphi-
PBGC Settlement Agreement, all liabilities relating to unpaid
contributions to the Debtors' Pension Plans will be released and
discharged.

Judge Drain permitted the Debtors to enter into agreements with
respect to the Delphi Hourly Rate Employees Pension Plan or the
Bargaining Plan without violating the Labor Memoranda of
Understanding or other applicable collective bargaining
agreements, the Union 1113/1114 Settlement Approval
Orders, Section 1113(f) of the Bankruptcy Code or other
applicable law.  However, the Confirmation Order does not
prohibit employees or unions adversely affected by any plan
termination from (a) seeking to intervene in any district
court action filed by the PBGC under Section 4042 of Employee
Retirement Income Security Act to terminate the plans; or (b)
pursuing any independent action against the PBGC regarding
the termination of the plan under Section 4003(f) of ERISA.

Pursuant to the Modified Plan, the applicable Labor MOUs will be
assumed and assigned to GM Components, and will not be in
conflict with any federal or state law; provided, that if the
Delphi HRP is terminated pursuant to Section 4042 of ERISA, the
Debtors will have no obligations under the Delphi HRP or any
related provision of the CBAs.  Moreover, regardless of whether
the Delphi HRP is terminated, GM Components will not be deemed to
have assumed, and will have no obligations with regard to, the
Delphi HRP or any related provision of the CBAs.

Upon the Effective Date, DIP Holdco will assume the applicable
Labor MOUs as well as liability for pre-closing grievances and
accrued wages and benefits pursuant to the Master Disposition
Agreement.  However, if the Delphi HRP or Packard-Hughes
Interconnect Bargaining Retirement Plan is terminated pursuant to
Section 4042 of ERISA, the Debtors will have no obligation to
assume or cure any obligations claimed to exist under the Delphi
HRP, the Packard-Hughes Interconnect Bargaining Retirement Plan,
or any related provision of the CBAs.  Regardless of whether the
Delphi HRP or Packard-Hughes Interconnect Bargaining Retirement
Plan is terminated, DIP Holdco will not be deemed to have
assumed, and will have no obligations with regard to, the Delphi
HRP, Packard-Hughes Interconnect Bargaining Retirement Plan, or
any related provision of the CBAs.

               Contract Assumption and Assignment

Judge Drain approved the executory contract and unexpired lease
provisions of the Modified Plan.  All executory contracts and
unexpired leases the Debtors are a party to, not otherwise
rejected, will be deemed assumed or assumed and assigned pursuant
to Sections 365 and 1123 of the Bankruptcy Code as of the Plan
Effective Date.

Contract parties to Assumed Contracts under the Master
Disposition Agreement that failed to timely object to the (i)
Assumption and Assignment Notice, or (ii) adequate assurance of
DIP Holdco and GM Components within 10 days of the service of the
Assumption Notice, will be deemed to have waived their right to
challenge the Debtors' or the Reorganized Debtors' assignment of
that Contract or Lease.  If an objection to the Assumption and
Assignment Notice or an adequate assurance is served, and the
parties cannot consensually resolve their dispute, the disputed
matter will be heard on August 17, 2009.  To the extent the
disputed cure amounts have not been resolved prior to the
Effective Date, each Buyer will establish an escrow account
funded with cash sufficient to pay the disputed Cure Amount.

For settlements of disputed cure amounts after entry of the
Confirmation Order involving settlement amounts greater than
$200,000 and the agreed settlement amount being greater than or
equal to 110% of the amount set forth on the applicable cure
notice, the Debtors or the Reorganized Debtors will serve the
settlement on the applicable Buyer.  If no objection to the
Notice is received within four days after service of the Notice,
the Debtors or the Reorganized Debtors are authorized to
consummate the proposed settlement without further Court order or
consent of any party.

              Record Date for Claims Distributions

The Reorganized Debtors, Disbursing Agent, Indenture Trustees,
and Servicers will be entitled to recognize and deal with, under
the Modified Plan, only those record holders stated on the
official claims register or the transfer ledger as of June 8,
2009.  On the Claims Record Date, the transfer ledgers of the
Indenture Trustees or other agents or Servicers will be closed.
The Reorganized Debtors, the Disbursing Agent, the Indenture
Trustees, and the Servicers will also be entitled to recognize
and deal with only those record holders stated on the transfer
ledgers as of the Claims Record Date.

All other requests for payment of an Administrative Claim must be
filed, in substantially the form provided under the Modified
Plan, with the Claims Agent and served on counsel for the Debtors
and the Committee no later than 30 days' notice or after the
Effective Date is filed on the docket of the Debtors.  The
Debtors or the Reorganized Debtors may settle an Administrative
Claim without further Court approval.  Unless the Debtors or the
Reorganized Debtors object to an Administrative Claim within 180
days after the Administrative Claims Bar Date, that
Administrative Claim will be deemed allowed in the amount sought.
In the event the Debtors or the Reorganized Debtors object to an
Administrative Claim, the Court will determine the allowed amount
of the Administrative Claim.

           Other Provisions Under the Confirmation Order

A. Retained Actions

It is in the best interests of the holders of Claims and
Interests, the Court held, that the Retained Actions that are
not released under the Modified Plan be retained by the
Reorganized Debtors to maximize the value of the Debtors'
estates.  Similarly, it is also in the best interests of
holders of Claims and Interests that Avoidance Actions will not
be retained by the Reorganized Debtors unless specifically
listed on the Modified Plan.  For the avoidance of doubt, the
Debtors' claim under the adversary proceeding against Appaloosa
Management, L.P. and Plan Investors will be assigned to the
applicable Buyer under the Master Disposition Agreement, Judge
Drain opined.

B. Appointment of Directors

  The Court authorized the appointment of the initial directors
  of Reorganized DPH Holdings, as disclosed at the Confirmation
  Hearing.

  Pursuant to Section 1142(b) of the Bankruptcy Code,
  Reorganized DPH Holdings will be authorized, as of the
  Effective Date, to effectuate the Management Compensation
  Plan.

C. Dismissal of Complaints

  On the Plan Effective Date, the proceedings initiated by the
  Committee and the Senior Notes Indenture Trustee for the
  revocation of the Confirmation Order dated January 25, 2008,
  will be closed and the complaints seeking relief will be
  dismissed as moot.

  Moreover, the Confirmation Order will not be construed to
  render null and void or affect the force and effect of any
  settlements or orders approving the Multi-District Litigation
  Settlements entered by the United States District Court for
  the Eastern District of Michigan.

            Resolution of Modified Plan Objections

All objections to confirmation of the Modified Plan that have not
been withdrawn, waived, or settled, and all reservation of
rights, are overruled on the merits.

The Official Committee of Unsecured Creditors and Wilmington
Trust Company withdrew their objections to the Modified Plan and
supported the confirmation of the Modified Plan.

With respect to other Objecting Parties to the Plan:

  (1) Wilmington Trust.  The reasonable fees and expenses of
      Wilmington Trust, including fees and disbursements of its
      counsel, will be reimbursed up to $3.5 million in
      accordance with the mechanics previously approved
      by the Court pursuant to the January 25, 2008 Confirmation
      Order.

  (2) New York Department of Environmental Conservation and
      Michigan Department Of Environmental Quality.  The
      Confirmation Order and the Master Disposition Agreement
      will not release, nullify, or enjoin the enforcement of
      any liability to a governmental unit under Environmental
      Laws or regulations that GM Components would be subject to
      as owner, lessor, or operator of property after July 30,
      2009.  The Confirmation Order will not deem GM Components
      as successor to the Debtors under any state law successor
      liability doctrine with respect to any liabilities under
      Environmental Laws or under regulations for penalties for
      days of violation prior to July 30, 2009.

      GM Components, as buyer of the Delphi Automotive Systems
      Site located at 1000 Lexington Avenue, in Rochester, New
      York; and the Delphi Thermal Systems Facility located at
      200 Upper Mountain, in Lockport, New York; acknowledges
      that it will be responsible for conducting investigation
      and remediation of the Rochester and Lockport Facilities
      in accordance with applicable Environmental Laws.
      Moreover, GM Components and NY Environmental Dept. will
      confer to identify the remaining investigation and
      remediation required for the Rochester and Lockport
      Facilities.

      GM Components and GM Global Steering Holdings LLC, as
      buyers of certain Michigan facilities of Delphi under the
      Master Disposition Agreement, acknowledge that they will
      be responsible for conducting investigation and
      remediation of the Delphi Michigan facilities in
      accordance with applicable Environmental Laws.  GM
      Components, GM Global Steering Holdings LLC, and the
      MI Environmental Dept. will confer to identify the
      remaining investigation and remediation required under
      applicable Environmental Laws with respect to the Delphi
      Michigan Facilities.  Neither GM Components nor GM Global
      Steering Holdings LLC will assert any defense to liability
      under Michigan Compiled Laws with respect to the Delphi
      facilities each is acquiring under the Master Disposition
      Agreement.

(iii) New York State Workers' Compensation Board.  The objection
      filed by the New York State Workers' Compensation Board
      has been resolved based on an agreement entered into
      between New GM and the NY Compensation Board, dated
      July 28, 2009, providing for the assumption of New GM,
      upon the closing of the Master Disposition Agreement, of
      all of the past, present and future New York workers'
      compensation law liabilities of Delphi for the facilities
      located in Lockport and Rochester, in New York.  If that
      assumption fails to occur or the Master Disposition
      Agreement fails to close, the NY Board reserves its right
      to file prepetition proofs of claim against the Debtors,
      prosecute already filed administrative expense claims and
      other administrative expense claims to be filed against
      the Debtors.  Similarly, the Debtors, Old GM and New GM
      reserve their rights to object to NY Board's actions.

(iv) Objecting Plan Investors.  The Confirmation Order, the
      Modified Plan, the Master Disposition Agreement Documents,
      or any supporting papers will not (i) foreclose or impair
      any claims, defenses or positions that any Plan Investors
      have or may have in the Plan Investor Adversary
      Proceeding, including any alleged right of setoff against
      any party asserting claims against the Objecting Plan
      Investors, or (ii) foreclose or prejudice New GM and GM
      Components' rights to object to any Potential Defense.

A full-text copy of the Delphi Confirmation Order signed July 30,
2009, is available for free at:

  http://bankrupt.com/misc/Delphi_July30ConfirmationOrder.pdf

                 More Responses to the Modified Plan

Prior to the entry of the Confirmation Order, certain parties
also made known to the Court their support or opposition to the
Modified Plan.

DIP Lenders Kensington International Limited, Manchester
Securities Corp. and Springfield Associates expressed support to
the Master Disposition Agreement and insisted that the DIP
Lenders' Pure Credit Bid constituted the best and highest offer
for the Debtors' assets.

Merrill Lynch, Pierce, Fenner & Smith Incorporated, on the other
hand, joined in the objection previously filed by AMLP and A-D
Acquisition Holdings LLC against the Modified Plan.  Similarly,
the International Union of Operating Engineers Locals 832S, 18S
and 101S, and the International Brotherhood of Electrical Workers
and its Local 663, and the International Association of
Machinists and Aerospace Workers and its District 10 and Tool and
Die Makers Lodge 78 reiterated that the Modified Plan and the
Delphi-PBGC Settlement Agreement violated the Unions' memoranda
of understanding executed between the Debtors and the Unions.
Jeanine S. Chatt, a retiree, wrote to the Court objecting the
Modified Plan.  Moreover, in separate filings, contract
counterparties Ogura Clutch Company and Connecticut General Life
Insurance Company objected to the assumption and assignment of
their contracts, which objections will be heard on August 12,
2009.

For is part, AM General LLC withdrew its objection to the
assumption and assignment of its contract under the Modified
Plan.  Also, in separate filings, seven retirees withdrew their
objections to the Master Disposition Agreement and accepted the
75% lump sum offer under the Master Disposition Agreement.

                         About Delphi Corp

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

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

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

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


DELPHI CORP: Inks Three Amendments to GM Liquidity Pact
-------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated July 30, 2009, Delphi Corporation disclosed that
it executed three amendments to its existing liquidity
arrangement with General Motors Company, as assignee of Motors
Liquidation Company, formerly known as General Motors
Corporation.

The GM-Delphi Arrangement Amendments extended a milestone
requiring the Debtors to obtain Bankruptcy Court's approval of
the First Amended Joint Plan of Reorganization or a stand-alone
sale of the Debtors' assets from July 23, 2009, to these dates:

                                     Milestone
        Amendment                  Extension Date
        ---------                --------------------
        First Amendment             July 27, 2009
        Second Amendment            July 29, 2009
        Third Amendment             July 30, 2009

Delphi Vice-President and Chief Financial Officer John D. Sheehan
reminds the SEC that Delphi's ability to ask for advances under
the Tranche C Facility are conditioned on progress in achieving
the transactions contemplated by the Modified Plan.  All other
terms of the GM-Delphi Arrangement remain in effect.

Full-text copies of the amendments are available for free at:

  * First Amendment to the GM-Delphi Arrangement
    http://ResearchArchives.com/t/s?4064

  * Second Amendment to the GM-Delphi Arrangement
    http://ResearchArchives.com/t/s?4065

  * Third Amendment to the GM-Delphi Arrangement
    http://ResearchArchives.com/t/s?4066

                         About Delphi Corp

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

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

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

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


DELPHI CORP: Signs 22nd Amendment to DIP Accommodation Pact
-----------------------------------------------------------
Delphi Corporation disclosed in a regulatory filing with the
Securities and Exchange Commission that it executed five more
amendments to its DIP Accommodation Agreement with JP Morgan
Chase Bank, N.A., and certain requisite lenders under a
$4.35 billion DIP Credit Facility, to further extend the DIP
Accommodation Period to these dates:

                                  Accommodation Period
        Amendment                  Termination Date
        ---------                --------------------
        22nd Amendment               July 30, 2009
        21st Amendment               July 30, 2009
        20th Amendment               July 29, 2009
        19th Amendment                           -
        18th Amendment               July 28, 2009

The DIP Accommodation Eighteenth Amendment provided that the
requisite DIP Lenders have 45 business days, modified from 40
business days, to notify Delphi that the Confirmed First Amended
Joint Plan of Reorganization, as modified, is not satisfactory.
This provision is adopted by the DIP Accommodation Nineteenth,
Twentieth and Twenty-First Amendments.

Moreover, the DIP Accommodation Nineteenth Amendment altered the
mechanics with respect to the use of cash collateral, so as to be
consistent with the distribution and repayment provisions of the
Modified Plan.  The Nineteenth Amendment also deleted the
Repayment Obligation requirement and the requirement that the
interest payments with respect to the Tranche C Term Loan must be
used to repay the Tranche A and Tranche B facilities.

Full-text copies of the amendments to the DIP Accommodation
Agreement are available for free at:

  * DIP Accommodation Eighteenth Amendment, as executed on
    July 24, 2009, at: http://ResearchArchives.com/t/s?4067

  * DIP Accommodation Nineteenth Amendment, as executed on
    July 25, 2009, at: http://ResearchArchives.com/t/s?4068

  * DIP Accommodation Twentieth Amendment, as executed on
    July 27, 2009, at: http://ResearchArchives.com/t/s?4069

  * DIP Accommodation Twenty-first Amendment, as executed on
    July 28, 2009, at: http://ResearchArchives.com/t/s?406a

  * DIP Accommodation Twenty-second Amendment, as executed on
    July 29, 2009, at: http://ResearchArchives.com/t/s?406b

Delphi Vice-President and Chief Financial Officer John D. Sheehan
notes that as of July 30, 2009, about $230 million is outstanding
under the Tranche A Facility, $311 million under the Tranche B
Term Loan, and $2.75 billion under the Tranche C Term Loan under
the Amended and Restated DIP Credit Facility.

                         About Delphi Corp

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

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

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

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


DETROIT, MICHIGAN: Fitch Affirms 'BB' Rating on Tax Bonds
---------------------------------------------------------
Fitch Ratings affirms and removes from Rating Watch Negative this
debt issued by Detroit, Michigan:

  -- Approximately $587 million unlimited tax general obligation
     (ULTGO) bonds at 'BB';

  -- Approximately $233 million limited tax general obligation
     (LTGO) bonds at 'BB-';

  -- Approximately $1.5 billion Detroit Retirement Systems Funding
     Trust certificates of participation (COPs) series 2005-A,
     2005-B, 2006-A and 2006-B at 'BB'.

The Rating Outlook on all bonds is Negative.

The removal of the Rating Watch Negative follows approval of a
Collateral Agreement between the city and its swap counterparties
under which the city avoids a large termination payment.  The city
has pledged its casino wagering tax revenues to the counterparties
(UBS AG and SBS Financial Products Company, LLC) in exchange for
the latter's consent not to declare a termination on the swaps.

The Negative Outlook is based on the potential for further
deterioration in the city's very weak financial and economic
profiles.  Both have continued to weaken recently; unemployment
rose to an exceptionally high 24.7% in May 2009 from 15.4% a year
earlier, likely reflecting in part the bankruptcy restructurings
of General Motors and Chrysler.  The accumulated unreserved
general fund deficit is estimated to have increased to
$250-270 million at the end of fiscal 2009 from $155 million in
fiscal 2007, the most recent audited fiscal year.  Fitch believes
the city will be challenged to keep the deficit from growing
further in fiscal 2010.  Further significant financial
deterioration in fiscal 2010 or failure to achieve progress toward
reducing the accumulated deficit in the 2011 budget would likely
trigger a rating downgrade.

Under the Collateral Agreement, wagering tax revenues will be
remitted first to the custodian on a daily basis until one-twelfth
of the required annual payment relating to eight floating-to-fixed
rate swaps has been received.  The city reports that about one
week's worth of revenue each month will be required to make the
agreed-upon monthly payment of $4.2 million, and that such
diversion will not have a significant impact on the city's
liquidity position.  A swap termination (currently valued at about
$200 million) would be triggered by a decline in coverage of the
swap payment by wagering tax revenue to below 1.75 times (x);
coverage is now above 3x.  Fitch believes that the coverage level
is likely to decline moderately but that excess revenue provides a
satisfactory cushion.

Although the city ended both fiscal 2007 and fiscal 2008 (the
latter unaudited) with slight general fund operating surpluses,
fiscal 2009 is estimated to have ended with a sizable
$100-125 million operating deficit (about 7% of spending), which
would bring the unreserved general fund deficit to
$250-270 million, or about -17% of spending.  The fiscal 2010
budget, proposed by the prior mayor, shows the elimination of the
accumulated deficit by securitizing a number of city assets,
including the Detroit-Windsor Tunnel, a city-owned public lighting
system, and parking meters.  Current management believes that
realizing this level of funding from securitizations is
unrealistic.  The budget also calls for a sizable headcount
reduction, which will be fully accomplished by August 2009.

The current administration believes elimination of the now-
enlarged accumulated deficit will take three to five years.  While
Fitch believes this plan is more realistic than attempting to
completely eliminate the deficit in a single year, it will require
difficult choices and likely a level of union cooperation that has
so far not been demonstrated.  In addition, Fitch notes with
concern that the accumulated deficit will likely not begin to be
addressed in the current fiscal year; to the contrary officials
are now working to address a $50-60 million shortfall in fiscal
2010 budgeted revenue.  It appears that most of the solutions to
this shortfall will be non-recurring.

Financial disclosure shows slight improvement but remains quite
poor; audited results for fiscal 2008 (ended June 30) will not be
released until October 2009 at the earliest.  Since April 2009 the
city has issued cash flow notes totaling about $220 million and
expects to issue a similar amount in March 2010.  Given the recent
influx of note proceeds and property tax payments due in August
2009, Fitch believes near-term liquidity is adequate for this
rating level.

The city's efforts to reverse the financial deficits continue to
be hindered by weak current economic indicators and prospects for
further declines in employment and wages.  Nearly all revenue
sources declined in fiscal 2008 (unaudited) and 2009 (projected)
and are budgeted to decline further in fiscal 2010.  In addition,
the city has had three different mayors in the last year, and
another election will be held this fall, which has hampered
longer-term financial planning at a time when such efforts are
critical.

Although both GM and Chrysler have emerged from bankruptcy,
vulnerabilities remain. GM has stated its intention to appeal
assessed values at all of its U.S. properties; GM and Chrysler
makes up 3% and 7% of the city's tax base, respectively.  The
city's poverty rate is also among the highest in the nation.
Signs of economic improvement include the re-opening of the Book
Cadillac Hotel as a Westin in November 2008 and the recent
development and expansion of three permanent casinos, although the
gaming industry is also showing signs of pressure.  Wagering tax
revenue had shown growth until fiscal 2007, the city's only major
revenue source to do so in recent years.  However, it was flat in
fiscal 2008 and has declined by 2% in the most recent six months.

The main contributors to the overall debt burden, which is very
high at about 15% of market value, are the city's pension
obligations and the Detroit School District's debt.  Excluding the
pension obligations the debt would still be quite high at about
10% of market value.  While amortization of general obligation
debt is rapid, the pension obligations slow the amortization to
about average levels.  The city will report its actuarial
liability for other post-employment benefits in the fiscal 2008
CAFR; lack of availability of this data presents an uncertainty
related to the city's credit profile.


DOLLAR THRIFTY: Lenders Restrict Increase in L/C for 2005-1 Notes
-----------------------------------------------------------------
Effective as of June 26, 2009, Dollar Thrifty Automotive Group,
Inc. and the requisite percentage of the lenders under the
Company's senior secured credit facility, dated as of June 15,
2007, entered into the Sixth Amendment to Credit Agreement, dated
as of June 25, 2009.

The Amendment incorporates into the Credit Agreement certain
restrictions agreed to by the Company pursuant to a letter
agreement dated as of June 2, 2009, between the Company and
Deutsche Bank Trust Company Americas, in its capacity as issuer of
letters of credit under the Credit Agreement.  As required under
the Issuer Agreement, the Company entered into the Amendment upon
the request of the Required Lenders.

Under the Credit Agreement, the Company may not increase the
available amount of the letters of credit issued as enhancement
for the Company's Series 2005-1 asset-backed medium term notes at
any time prior to the occurrence of a bankruptcy or insolvency
event with respect to the monoline insurance company under the
Series 2005-1 Notes if, at the time, the aggregate undrawn amount
of such letters of credit and unpaid reimbursement obligations in
respect thereof -- Series 2005-1 Letter of Credit Amount -- were
greater than $24,400,000 or if the requested increase would cause
the Series 2005-1 Letter of Credit Amount to exceed that amount,
unless the Required Lenders and the Issuer otherwise agree.

A full-text copy of the Sixth Amendment to Credit Agreement is
available at no charge at http://ResearchArchives.com/t/s?4087

               About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com-- is
a Fortune 1000 Company headquartered in Tulsa, Oklahoma.  Driven
by the mission "Value Every Time," the Company's brands, Dollar
Rent A Car and Thrifty Car Rental, serve travelers in
approximately 70 countries.  Dollar and Thrifty have over 800
corporate and franchised locations in the United States and
Canada, operating in virtually all of the top U.S. and Canadian
airport markets.  The Company's approximately 7,000 employees are
located mainly in North America, but global service capabilities
exist through an expanding international franchise network.

                          *     *     *

As reported by the Troubled Company Reporter on December 29, 2008,
Moody's Investors Service lowered Dollar Thrifty Automotive Group,
Inc.'s Corporate Family Rating to Caa3 from B3 and Probability of
Default Rating to Caa2 from B3.  The outlook is negative and the
Speculative Grade Liquidity rating remains SGL-4.  The downgrade,
Moody's said, reflects the severe downturn in the on-airport car
rental sector, and the very challenged financial and operating
position of Dollar's principal vehicle supplier, Chrysler
Automotive LLC.  Dollar sources over 80% of its vehicles from
Chrysler.

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


DRUG FAIR: Term Loan Lenders to Receive $12.4 Million
-----------------------------------------------------
Drug Fair Group Inc. received approval from the U.S. Bankruptcy
Court for the District of Delaware of an agreement to pay off
claims of long-term lenders owed $22.4 million.

The agreement reached by Drug Fair, lenders' agent Fortress Credit
Corp. and the official committee of unsecured creditors, releases
the lenders from "any and all claims" relating to the bankruptcy
estate.

The Creditors Committee has agreed to withdraw its complaint
asserting that the Debtors' prepetition lenders did not have valid
security interests in leases to stores sold to Walgreen Co. in
exchange for distributions under a liquidating plan for Drug Fair.

The settlement provides that from the $14.9 million sale proceeds
held in escrow, the lenders will receive $12.4 million, $1.26
million will be reserved to pay administrative expenses and $1.24
million will be held for unsecured creditors under a plan.

The settlement also provides releases to Sun CDI, LLC and HIG Sun
Partners, which are participants in the term loan.

                      About Drug Fair Group

Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. --
http://www.drugfair.com/or http://www.costcuttersonline.com/--
fka Community Distributors, Inc., operates pharmacies and general
merchandise stores in northern and central New Jersey.  The
Company, with stores in central and northern New Jersey, is
indirectly owned by Sun Capital Partners Inc., a private-equity
investor based in Boca Raton, Florida.

Drug Fair and CDI Group, Inc., filed for Chapter 11 protection on
March 18, 2009 (Bankr. D. Del. Lead Case No. 09-10897).  Domenic
E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr
Harrison Harvey Branzburg & Ellers, represent the Debtors in their
restructuring efforts.  Warren J. Martin, Jr., Esq., and Brett S.
Moore, Esq., at Porzio Bromberg & Newman, P.C., represent the
official committee of unsecured creditors as counsel.  Norman L.
Pernick, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., represent the creditors committee
as Delaware counsel.  J.H. Cohn LLP is the creditors committee's
financial advisors and forensic accountants.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' notice and claims agent.  The
Debtors listed assets of $50 million to $100 million and debts of
$100 million to $500 million.

After commencing the Chapter 11 cases, the Debtors began going out
of business sales at approximately 24 locations.  On April 27,
2009, the Court approved the sale of 31 remaining stores to
Walgreen Co. for about $54 million.  The Debtors are winding down
assets not included in the transactions.


DUANE READE: Gets Requisite Consents Related to Tender Offers
-------------------------------------------------------------
Duane Reade Holdings, Inc., said its wholly owned subsidiaries,
Duane Reade Inc. and Duane Reade, have received the requisite
consents from holders of their Senior Secured Floating Rate Notes
due 2010 and 9.75% Senior Subordinated Notes due 2011 to amend the
indentures governing the Notes.

On July 8, 2009, as amended on July 24, 2009, the Issuers launched
fixed price offers to purchase for cash (i) any and all of the
Issuers' $210 million outstanding aggregate principal amount of
their Floating Rate Notes and (ii) up to $146,250,000 of the
Issuers' $195 million outstanding aggregate principal amount of
Subordinated Notes.

The consent payment deadline for both Offers expired at 11:59
p.m., New York City time, on July 30, 2009.  At the Consent
Payment Deadline, holders of roughly 97.6% of the outstanding
aggregate principal amount of the Floating Rate Notes and 73.5% of
the outstanding aggregate principal amount of the Subordinated
Notes tendered their Notes in the Offers and consented to the
proposed amendments to the indentures governing the Notes.
Holders who tendered their Notes prior to the Consent Payment
Deadline are entitled to receive the consent payments specified in
the Offer to Purchase.  Holders who tender their Notes after the
Consent Payment Deadline will not be entitled to receive such
consent payments.

The Issuers entered into supplemental indentures and the proposed
amendments to the indentures governing the Notes that are
described in the Offer to Purchase and Solicitation of Consents,
dated July 8, 2009, as amended and restated on July 24, 2009,
became effective.  The Supplemental Indentures will not become
operative, however, until the Notes tendered in the relevant Offer
are accepted for payment and paid for in accordance with the terms
of such Offer.  Withdrawal rights for both Offers expired upon the
execution of the Supplemental Indentures, and tenders of the Notes
pursuant to each relevant Offer may no longer be withdrawn.
Pursuant to optional redemption provisions in the Floating Rate
Notes indenture, the Issuers intend to optionally redeem any
Floating Rate Notes not tendered into the FRN Offer at or about
the settlement date of the Offers.

The proposed amendments would, among other things, remove
substantially all of the restrictive covenants and certain events
of default in the applicable indentures and consent to all other
transactions contemplated by the Offers, the offering of new
senior secured notes and the $125 million preferred equity
investment by entities associated with Oak Hill Capital Partners,
L.P.  The Supplemental Indenture to the indenture governing the
Floating Rate Notes would also release all of the collateral
securing the Floating Rate Notes and approve all necessary actions
to effectuate such release.

The Offers will expire at 11:59 p.m., New York City time, on
August 6, 2009, unless extended.

The Offers and solicitations of consents are conditioned upon,
among other things, (i) the funding of the Equity Investment, (ii)
the receipt of sufficient proceeds from the New Notes Offering and
the Equity Investment to pay for all Notes and related consents
accepted in the Offers, (iii) at least 60% of the outstanding
principal amount of the Subordinated Notes having been validly
tendered (and not validly withdrawn) in the Subordinated Notes
Offer; (iv) the receipt of the requisite consents to the proposed
amendments to the Subordinated Notes indenture and execution of
the applicable supplemental indenture; and (v) the execution and
delivery of an amendment to the Issuers' asset-based revolving
loan facility to, among other things, permit the New Notes
Offering; and (vi) certain other conditions as specified in the
Offer to Purchase.  In addition, the Equity Investment and the New
Notes Offering are conditioned on the successful completion of
each other and other conditions precedent specified in the Offer
to Purchase.

The complete terms and conditions of the Offers are set forth in
the Offer to Purchase and Letter of Transmittal, copies of which
are available from the Information Agent for the Offers and
Solicitations of Consents, Global Bondholder Services Corporation,
at (866) 470-3800 (US toll-free) and (212) 430-3774 (collect).

Goldman, Sachs & Co. and Banc of America Securities LLC are the
Dealer Managers and Solicitation Agents for the Offers. Questions
regarding the Offers may be directed to Goldman, Sachs & Co.,
Liability Management Group at (800) 828-3182 (toll-free) and (212)
357-4692 (collect) or to Banc of America Securities LLC, Debt
Advisory Services at (888) 292-0070 (toll-free) or (980) 388-9217
(collect).

The TCR said July 17 that Moody's Investors Service assigned a
Caa1 rating to Duane Reade's proposed new $210 million senior
secured notes and a Caa3 rating to its proposed new $110 million
senior subordinated notes.  Moody's also affirmed Duane Reade's
Caa1 Corporate Family Rating and Ca Probability of Default Rating.
The rating outlook is stable.  Proceeds from the issuance of these
notes will be used to fund the company's cash tender offer for its
outstanding $210 million senior secured and $195 million senior
subordinated notes.

Duane Reade's Caa1 CFR reflects the company's high leverage and
weak coverage along with its geographic concentration in and
disproportionate exposure to economic conditions in the intensely
competitive New York metro market.  The rating also incorporates
Moody's expectation that free cash flow will be weak over the next
twelve months due to relatively modest cash flow that is largely
consumed by capital expenditures.

                         About Duane Reade

Founded in 1960, Duane Reade is the largest drug store chain in
New York City, offering a wide variety of prescription and over-
the-counter drugs, health and beauty care items, cosmetics,
greeting cards, convenience foods and photofinishing.  As of
June 27, 2009, Duane Reade operated 253 stores.

At March 28, 2009, the Company had $708,637,000 in total assets
and $872,340,000 in total liabilities, resulting in $163,703,000
stockholders' deficit.


DUSTIN MORRISON: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Dustin R. Morrison
               Sonya Morrison
                  fka Sonya Kidd
               2751 Sonoma
               Pocatello, ID 83201

  Bankruptcy Case No.: 09-41133

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       District of Idaho [LIVE] (Pocatello)

Judge: Jim D. Pappas

Debtors' Counsel: Brent T. Robinson, Esq.
                  POB 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717
                  Email: btr@idlawfirm.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 6 largest unsecured creditors, is available for free at:

              http://bankrupt.com/misc/idb09-41133.pdf

The petition was signed by the Joint Debtors.


ECLIPSE AVIATION: Has Buyer for Business, Says Mayor
----------------------------------------------------
According to The Associated Press, Mayor Martin Chavez of the city
of Albuquerque, New Mexico, said that a buyer for the asset of
Eclipse Aviation Corp. has surfaced.  Mayor Chavez said the
buyers, through company called Eclipse Aerospace intents to put
back the aircraft manufacturing business of Eclipse Aviation back
into production.  The buyers include former jet owners of Eclipse.

The U.S. Bankruptcy Court for the District of Delaware will
consider the proposed sale on August 10.  Mayor Chavez expects the
sale to close August 24.

                     About Eclipse Aviation

Albuquerque, New Mexico-based Eclipse Aviation Corporation --
http://www.eclipseaviation.com/-- makes six-passenger planes
powered by two Pratt & Whitney turbofan engines.  The company and
Eclipse IRB Sunport, LLC filed separate petitions for Chapter 11
relief on Nov. 25, 2008 (Bankr. D. Delaware Lead Case No.
08-13031).  Daniel Guyder, Esq., John Kibler, Esq., and David C.
Frauman, Esq., at Allen & Overy LLP, represent the Debtors as
counsel.  Joseph M. Barry, Esq., and Donald J. Bowman, Esq., at
Young Conaway Stargatt & Taylor, LLP, represent the Debtors as
Delaware counsel.  Eclipse Aviation Corporation listed assets of
between $100 million and $500 million and debts of more than
$1 billion.

The Court has issued an order converting the case to Chapter 7
liquidation.


ELECTROGLAS INC: Peninsula & Scott Bedford Disclose 9.41% Stake
---------------------------------------------------------------
Peninsula Capital Management, LP, and its principal, Scott
Bedford, as of July 27, 2009, may be deemed to be the beneficial
owner of 2,513,889 shares, constituting 9.41% of the shares of
Electroglas Inc., based upon the 26,718,000 shares deemed
outstanding.

Peninsula and Mr. Bedford have the shared power to vote or direct
the vote of and dispose or direct the disposition of the 2,513,889
shares.  Both disclaim beneficial ownership in the Shares except
to the extent of their pecuniary interest therein.

Peninsula said Peter D. Schleider, its limited partner and
employee, has been elected to serve on the Board of Directors of
Electroglas.

Peninsula said it has no plans or proposals to date which would
relate to or would result in: (a) the acquisition of additional
securities of Electroglas or the disposition of presently-owned
securities of Electroglas; (b) any extraordinary corporate
transaction involving Electroglas; (c) a sale or transfer of a
material amount of assets of Electroglas; (d) any change in the
present Board of Directors or management of Electroglas; (e) any
material change in the present capitalization or dividend policy
of Electroglas; (f) any material change in the operating policies
or corporate structure of Electroglas; (g) any change in the
Electroglas charter or by-laws; (h) the Shares of Electroglas
ceasing to be authorized to be quoted in the over-the-counter
security markets; or (i) causing Electroglas to become eligible
for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934.  Peninsula, however, reserves
the right, at a later date, to effect one or more of such changes
or transactions in the number of shares they may be deemed to
beneficially own.

As reported by the Troubled Company Reporter on July 29, 2009, the
Debtors have asked the U.S. Bankruptcy Court to (i) approve bid
procedures for the sale of substantially all of their assets to
the bidder offering the highest or otherwise best offer and (ii)
schedule an auction and a hearing to consider approval of the
sale.

To facilitate the sale process, the Debtors have attached a
proposed of the proposed form of the asset purchase agreement to
their motion, a copy of which is available at:

           http://bankrupt.com/misc/electroglas.APA.pdf

The Company has not been able to find a stalking horse bidder, but
if an agreement with a stalking horse bidder is entered into
before the auction, a break up-fee fee of 3% of its qualified bid
will be paid, if the stalking horse bidder is not the successful
bidder at the auction.

San Jose, California-based Electroglas, Inc., supplies
semiconductor manufacturing test equipment and software to the
global semiconductor industry, and have been in the semiconductor
equipment business for more than 40 years.  The Debtors' other
major source of revenue comes from their business of designing,
manufacturing, selling and supporting motion control systems for
advanced technologies.

The Company and Electroglas International, Inc., filed for Chapter
11 on July 9, 2009 (Bankr. D. Del. Lead Case No. 09-12416).
David B. Stratton, Esq., and James C. Carignan, Esq., at Pepper
Hamilton LLP represent the debtors in their restructuring efforts.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.  The Debtors listed total assets of
$19,625,000 and total debts of $31,542,000.


EMPIRE RESORTS: Park Avenue BoNY Issues 90-Day Standstill Notice
----------------------------------------------------------------
Empire Resorts, Inc., said The Park Avenue Bank of New York has
issued a notice of default for failure of the Company to repay
$4.4 million in debt obligations to the Bank on their maturity
date of July 28, 2009.

As a result of the Company's default, the Bank contemporaneously
exercised a right under an Intercreditor Agreement which was
assigned by the Bank of Scotland to the Bank on July 28, 2009, to
issue a Standstill Notice to the Note Holders of the Company's
$65 million Senior Notes.  Pursuant to the Standstill Notice, Note
Holders are prohibited from exercising any rights or remedies in
respect of collection on, set off against, marshalling of, or
foreclosure on the collateral pledged by the Company to secure its
obligations under the Notes for a period of 90 days.  The
standstill period will expire on October 27, 2009.

                       About Empire Resorts

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


EXIDE TECH: Wants Bartholomew Suit Removal Period Moved to Nov. 30
------------------------------------------------------------------
James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that on June 29, 2009, the
Reorganized Debtor was served with a complaint styled Dolores
Bartholomew and David C. Murray, Jr., Co-Executors of the Estate
of David C. Murray, Sr., Deceased v. Exide Technologies, Case No.
03196, filed in the First Judicial District of Pennsylvania,
Court of Common Pleas of Philadelphia County.

Pursuant to Section 1452 of the Judiciary and Judicial Procedures
Code and Rules 9006 and 9027 of the Federal Rules of Bankruptcy
Procedure, the Debtor asks the Court to further extend the time
by which it may remove the Action by approximately 120 days,
through and including November 30, 2009.

The Reorganized Debtor seeks the extension because it has reason
to suspect, based on information and belief, that the claims
asserted in the State Court Case arose prior to the Petition
Date, are barred by orders of the Bankruptcy Court, and are
discharged pursuant to the Confirmation Order and the Bankruptcy
Code, Mr. O'Neill stresses.

Mr. O'Neill clarifies that the Reorganized Debtor does not wish
to file a precipitous notice of removal, nor wish to waive
its statutory right to remove the State Court Case if, as
suspected, it is barred and discharged by the bankruptcy case.

The Court will convene a hearing to consider the request on
September 9, 2009, at 10:00 a.m.  Objections are due by August 12
at 4:00 p.m.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for Chapter 11
protection on April 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.  The Court confirmed Exide's Amended Joint Chapter
11 Plan on April 20, 2004.  The plan took effect on May 5, 2004.

As of March 31, 2009, Exide Technologies disclosed total assets of
$906,558,000, total liabilities of $801,705,000, and total
stockholders' equity of $104,854,000.

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

                          *     *     *

As reported by the Troubled Company Reporter on July 9, 2008,
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Exide Technologies, Inc. to B3
from Caa1.  Moody's raised the ratings on the company's asset
based revolving credit facility to Ba2 from Ba3, the senior
secured term loans to Ba3 from B1, and the senior secured junior-
lien notes to B3 from Caa1.  The outlook is stable.  According to
Moody's, the upgrade reflects Exide Technologies' improved credit
metrics that have been achieved as a result of cost reduction
initiatives and successful pricing actions which have offset the
impact of increasing lead costs on the company's operations.
Moody's explained the actions have reduced financial risk and
positioned the company to generate credit metrics consistent with
the B3 rating over the intermediate term.  While Exide benefits
from its geographic and customer diversification, it remains
exposed to cyclical industry conditions, and commodity pricing
pressures.


EXIDE TECH: Wants Chew Complaint Removal Period Moved to Nov. 30
----------------------------------------------------------------
Pursuant to Section 1452 of the Judiciary and Judicial Procedures
Code and Rules 9006 and 9027 of the Federal Rules of Bankruptcy
Procedure, reorganized Exide Technologies Inc. asks the Court to
further extend the time by which it may remove a certain action by
approximately 120 days, through and including November 30, 2009.

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that on July 9, 2009, the
Reorganized Debtor was served with a complaint styled Charles R.
Chew and Frances Chew v. A.W. Chesterton, Inc., et al.,
Case No. 09-L-226, filed in the Circuit Court of the Third
Judicial Circuit, Madison County, Illinois.

The Reorganized Debtor seeks the extension because it has reason
to suspect, based on information and belief, that the claims
asserted in the State Court Case arose prior to the Petition
Date, are barred by orders of the Bankruptcy Court, and are
discharged pursuant to the Confirmation Order and the Bankruptcy
Code, Mr. O'Neill relates.

The Reorganized Debtor does not wish to file a precipitous notice
of removal, nor does the Reorganized Debtor wish to waive
its statutory right to remove the State Court Case if, as
suspected, it is barred and discharged by the bankruptcy case,
Mr. Oneill contends.

The Court will convene a hearing to consider the request on
September 9, 2009, at 10:00 a.m.  Objections are due by
August 12, at 4:00 p.m.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for Chapter 11
protection on April 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.  The Court confirmed Exide's Amended Joint Chapter
11 Plan on April 20, 2004.  The plan took effect on May 5, 2004.

As of March 31, 2009, Exide Technologies disclosed total assets of
$906,558,000, total liabilities of $801,705,000, and total
stockholders' equity of $104,854,000.

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

                          *     *     *

As reported by the Troubled Company Reporter on July 9, 2008,
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Exide Technologies, Inc. to B3
from Caa1.  Moody's raised the ratings on the company's asset
based revolving credit facility to Ba2 from Ba3, the senior
secured term loans to Ba3 from B1, and the senior secured junior-
lien notes to B3 from Caa1.  The outlook is stable.  According to
Moody's, the upgrade reflects Exide Technologies' improved credit
metrics that have been achieved as a result of cost reduction
initiatives and successful pricing actions which have offset the
impact of increasing lead costs on the company's operations.
Moody's explained the actions have reduced financial risk and
positioned the company to generate credit metrics consistent with
the B3 rating over the intermediate term.  While Exide benefits
from its geographic and customer diversification, it remains
exposed to cyclical industry conditions, and commodity pricing
pressures.


EXIDE TECH: Wants Claims Objection Deadline Moved to Oct. 31
------------------------------------------------------------
Reorganized Exide Technologies Inc. asks the Bankruptcy Court to
further extend through October 31, 2009, the time within which it
may object to certain claims.

Laura Davis Jones, Esq., at Pachulski Stang Zeihl & Jones LLP in
Wilmington, Delaware, tells the Court that the Debtors have more
than 6,100 proofs of claim that were asserted against them.

To date, Ms. Jones adds, the Reorganized Debtors have filed more
than 50 claims and consensually resolved numerous other claims.
Through the efforts of the Reorganized Debtors', the Post-
confirmation Committee of Unsecured Creditors and each of their
professionals, approximately 6,049 Claims have been reviewed,
reconciled and resolved, reducing the total amount of outstanding
Claims by more than $3,400,000,000.  Furthermore, the Reorganized
Debtor has completed 19 quarterly distributions to creditors
under the Joint Plan, consisting of distributions on
approximately 2,599 claims for approximately $1,670,000,000, Ms.
Jones says.

Since April of 2009, the Reorganized Debtor has not made any
omnibus claims objection, but has made considerable
advancements with respect to the remaining, more complex claims.
Despite this substantial progress, the Reorganized Debtor
requires additional time to review and resolve the approximately
78 remaining claims, Ms. Jones explains.

The amount of remaining Claims consists of those Claims that have
not been paid, allowed, objected to or identified as a Claim that
will be objected to.

The extension will provide the Reorganized Debtor and the
Committee with necessary time to continue to evaluate the claims
filed against the estate, prepare and file additional objections
to Claims and, where possible, consensually resolve claims, she
says.

The Reorganized Debtor asks the Court that the requested
extension be without prejudice to its right to seek further
extensions of the time within which to object to claims.

By application of Del.Bankr.LR 9006-2, the Reorganized Debtor's
deadline to object to Claims has been automatically extended
through and including September 9, 2009, when the Court holds a
hearing to consider the merits of the Debtor's request.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for Chapter 11
protection on April 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.  The Court confirmed Exide's Amended Joint Chapter
11 Plan on April 20, 2004.  The plan took effect on May 5, 2004.

As of March 31, 2009, Exide Technologies disclosed total assets of
$906,558,000, total liabilities of $801,705,000, and total
stockholders' equity of $104,854,000.

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

                          *     *     *

As reported by the Troubled Company Reporter on July 9, 2008,
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Exide Technologies, Inc. to B3
from Caa1.  Moody's raised the ratings on the company's asset
based revolving credit facility to Ba2 from Ba3, the senior
secured term loans to Ba3 from B1, and the senior secured junior-
lien notes to B3 from Caa1.  The outlook is stable.  According to
Moody's, the upgrade reflects Exide Technologies' improved credit
metrics that have been achieved as a result of cost reduction
initiatives and successful pricing actions which have offset the
impact of increasing lead costs on the company's operations.
Moody's explained the actions have reduced financial risk and
positioned the company to generate credit metrics consistent with
the B3 rating over the intermediate term.  While Exide benefits
from its geographic and customer diversification, it remains
exposed to cyclical industry conditions, and commodity pricing
pressures.


EXIDE TECH: Wants Florida Suit Removal Period Moved to Oct. 30
--------------------------------------------------------------
James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, notes that reorganized Exide Technologies
Inc. was served with a complaint on June 2, 2009, in the State
Court of Orange County, Florida styled State of Florida Dept. of
Environ. Protection v. Exide Technologies, Inc., Case No. 2009-CA-
8357.

The Reorganized Debtor seeks a further extension of the removal
deadline because it has reason to suspect, based on information
and belief, that the claims asserted in the State Court Case
arose prior to the Petition Date, are enjoined or barred by
orders of the Court, and are discharged pursuant to the
Confirmation Order or the Bankruptcy Code.

The Debtor does not wish to file a precipitous notice of removal,
nor does it wish to waive its statutory right to remove the State
Court Cases if, as suspected, they are barred and discharged by
the bankruptcy case, Mr. O'Neill maintains.

Accordingly, the Debtors, pursuant to Section 1452 of the
Judiciary and Judicial Procedures Code and Rules 9006 and 9027 of
the Federal Rules of Bankruptcy Procedure, ask the Court to
further extend the time by which it may remove the Action with by
approximately 120 days, through and including October 30, 2009.

      Florida Dept. of Environmental Protection Responds

The Florida Department of Environmental Protection opposes the
Reorganized Debtor's request contending that it is moot.

According to Assistant General Counsel Jonathan H. Alden, Esq.,
in Tallahasse, Florida, the State Court Proceeding is a "civil
action by a governmental unit to enforce such governmental unit's
police or regulatory power," which civil actions are specifically
excepted from the Court's removal jurisdiction pursuant to
Section 1452(a) of the Judicial and Judiciary Procedures.

If Exide believes that its obligations under the Consent Order in
Florida, which are the subject of the State Court Proceeding,
have been discharged in bankruptcy or are subject to bar or
estoppel, Exide has the right and duty under Florida law to raise
those issues as affirmative defenses in the state court, Mr.
Alden asserts.

Additionally, Exide's Motion to extend the time to file a notice
of removal is mooted by the fact that the action is not
removable, Mr. Alden argues.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for Chapter 11
protection on April 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.  The Court confirmed Exide's Amended Joint Chapter
11 Plan on April 20, 2004.  The plan took effect on May 5, 2004.

As of March 31, 2009, Exide Technologies disclosed total assets of
$906,558,000, total liabilities of $801,705,000, and total
stockholders' equity of $104,854,000.

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

                          *     *     *

As reported by the Troubled Company Reporter on July 9, 2008,
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Exide Technologies, Inc. to B3
from Caa1.  Moody's raised the ratings on the company's asset
based revolving credit facility to Ba2 from Ba3, the senior
secured term loans to Ba3 from B1, and the senior secured junior-
lien notes to B3 from Caa1.  The outlook is stable.  According to
Moody's, the upgrade reflects Exide Technologies' improved credit
metrics that have been achieved as a result of cost reduction
initiatives and successful pricing actions which have offset the
impact of increasing lead costs on the company's operations.
Moody's explained the actions have reduced financial risk and
positioned the company to generate credit metrics consistent with
the B3 rating over the intermediate term.  While Exide benefits
from its geographic and customer diversification, it remains
exposed to cyclical industry conditions, and commodity pricing
pressures.


FAIRPOINT COMM: Bank Debt Trades at 24% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Fairpoint
Communications is a borrower traded in the secondary market at
75.29 cents-on-the-dollar during the week ended Friday, July 31,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 2.17 percentage points from the previous week, The Journal
relates.  The loan matures on March 31, 2015.  The Company pays
275 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's Caa1 rating and Standard & Poor's CC
rating.  The debt is one of the biggest gainers and losers among
widely-quoted syndicated loans in secondary trading in the week
ended July 31, among the 144 loans with five or more bids.

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.


FARMLAND INDUSTRIES: 8th Cir. Rejects Disgruntled Bidder's Claims
-----------------------------------------------------------------
WestLaw reports that the bankruptcy statute generally preventing
the overturning of a completed sale of a debtor's assets barred
the claims for tortious interference with business expectancy and
civil conspiracy that were asserted under Missouri law by an
unsuccessful bidder for a Chapter 11 debtor's assets against the
entities that formed the successful bidder for the purpose of
buying the assets, the successful bidder's chief executive
officer, and officers of the debtor.  Although the claims did not
seek the undoing of the sale, they attacked integral and essential
provisions of the sale order which contained findings as to the
assets' fair market value, good faith, collusion, and the arm's-
length nature of the transaction that would, if overturned, call
the validity of the sale into question.  In re Farmland
Industries, Inc., ---B.R.----, 2009 WL 2212804 (8th Cir. BAP
(Mo.)).

                  About Farmland Industries

Farmland Industries, Inc., was one of the largest agricultural
cooperatives in North America with about 600,000 members.  The
firm operates in three principal business segments: fertilizer
production; pork processing, packing and marketing; and beef
processing, packing and marketing.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. W.D. Mo.
Case No. 02-50557) on May 31, 2002 before the Honorable Jerry W.
Venters.  The Debtors' Counsel is Laurence M. Frazen, Esq., at
Bryan Cave LLP.  When the Debtors filed for chapter 11 protection,
they listed total assets of $2.7 billion and total debts of $1.9
billion.  During its Chapter 11 case, the Company sold its
businesses, including its pork production and processing business
to Virginia-based Smithfield Foods $367.4 million in cash and
other consideration.  The Bankruptcy Court confirmed the Second
Amended Joint Plan of Reorganization filed by Farmland Industries,
Inc., and its debtor-affiliates, and that plan was effective on
May 1, 2004.

Pursuant to the plan, Farmland transferred certain assets to a
liquidating trust to liquidate and distribute proceeds to certain
creditors of and interest holders in Farmland.  J.P. Morgan Trust
Company, National Association, serves as the Liquidating Trustee.


FIRST BANKAMERICANO: Closed; Crown Bank Assumes All Deposits
------------------------------------------------------------
First BankAmericano, Elizabeth, New Jersey, was closed July 31 by
the New Jersey Department of Banking and Insurance, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Crown Bank, Brick, New Jersey, to assume
all of the deposits of First BankAmericano.

First BankAmericano's six branches reopened on Saturday, August 1,
as branches of Crown Bank.  Depositors of First BankAmericano will
automatically become depositors of Crown 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 Crown Bank can fully integrate the
deposit records of First BankAmericano.

As of July 16, 2009, First BankAmericano had total assets of
$166 million and total deposits of approximately $157 million.  In
addition to assuming all of the deposits of the failed bank, Crown
Bank agreed to purchase essentially all of the assets.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-866-954-9532.  Interested parties can also
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/americano.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $15 million.  Crown Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  First BankAmericano is the 68th FDIC-
insured institution to fail in the nation this year, and the
second in New Jersey.  The last FDIC-insured institution to be
closed in the state was Citizens Community Bank, Ridgewood, May 1,
2009.


FIRST STATE BANK: Closed by Regulator; Herring Assumes Deposits
---------------------------------------------------------------
First State Bank of Altus, Altus, Oklahoma, was closed July 31 by
the Oklahoma State Banking Department, which appointed the Federal
Deposit Insurance Corporation (FDIC) as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Herring Bank, Amarillo, Texas, to assume all of the
deposits of First State Bank of Altus.

First State Bank of Altus's branches are reopening as branches of
Herring Bank.  Depositors of First State Bank of Altus will
automatically become depositors of Herring 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 Herring Bank can fully integrate the
deposit records of First State Bank of Altus.

As of June 19, 2009, First State Bank of Altus had total assets of
$103.4 million and deposits of approximately $98.2 million.  In
addition assuming all of the deposits of the failed bank, Herring
Bank will purchase approximately $64.4 million in 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 1-866-674-8944.  Interested parties can also
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/fsb-altus.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $25.2 million.  Herring Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  First State Bank of Altus is the 65th
FDIC-insured institution to fail in the nation this year, and the
first in Oklahoma.  The last FDIC-insured institution to be closed
in the state was American Bank of Commerce, Oklahoma City, on
March 26, 1992.


FIRSTFED FINANCIAL: Reports $46.0 Million Net Loss for Q2 2009
--------------------------------------------------------------
FirstFed Financial Corp. posted a net loss of $46.0 million or
$3.37 per diluted share of common stock for the second quarter of
2009 compared to a net loss of $53.4 million or $3.90 per diluted
share of common stock for the first quarter of 2009 and a net loss
of $35.5 million or $2.60 per diluted share of common stock for
the second quarter of 2008.  The 2009 second quarter loss resulted
primarily from a $63.0 million provision for loan losses and a
decrease in net interest income.

The Bank's risk-based capital ratio was 9.63% at June 30, 2009 and
its core and tangible capital ratios were 4.79%. These capital
ratios are below the levels required by the Bank's federal
regulators to be considered "well capitalized".

At June 30, 2009, the Company had $6.36 billion in total assets
and $6.20 billion in total liabilities.

The Company and the Bank are operating under Amended Orders to
Cease and Desist issued on May 28, 2009, by the Office of Thrift
Supervision.  As required by the Amendments, the Company and the
Bank have submitted a detailed capital plan to the OTS addressing
how the Bank will meet and maintain a Tier 1 Core Capital ratio of
7% and a minimum Total Risk-Based Capital Ratio of 14% by
September 30, 2009.

FirstFed Financial Corp. (Pink Sheets: FFED) is the parent company
of First Federal Bank of California.  The Bank operates 39 retail
banking offices in Southern California.


FLASH 31 MANAGEMENT: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Flash 31 Management LLC
        34 15th Street
        Brooklyn, NY 11215

Bankruptcy Case No.: 09-14707

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Edward E. Neiger, Esq.
                  Neiger LLP
                  111 John Street
                  New York, NY 10038
                  Tel: (212) 267-7342
                  Fax: (212) 406-3677
                  Email: eneiger@neigerllp.com

Total Assets: $343,000

Total Debts: $5,234,160

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

           http://bankrupt.com/misc/nysb09-14707.pdf

The petition was signed by Keith Gordon, manager of the Company.


FONTAINEBLEAU LAS VEGAS: Mediation With Project Financiers Urged
----------------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida, in Miami, urged lawyers of Fontainebleau Las
Vegas LLC and its banks to mediate their dispute involving a
stalled $2.9 billion, 63-story Nevada casino resort project.

As reported by the Troubled Company Reporter on July 6,
Fontainebleau sued a group of banks led by Bank of America, N.A.,
as administrative agent, on June 9, 2009, for alleged breach under
their financing commitment to fund the Debtor's multi-billion-
dollar casino-resort development in Las Vegas, Nevada.

The trial is set to begin September 21.  While discussions with
banks continue, Judge Cristol gave the Company permission to use
$5 million in cash collateral to pay for security, utilities,
critical personnel and other limited services at the site.

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

                  About Fontainebleau Las Vegas

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

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

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

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


FORD MOTOR: Bank Debt Trades at 15% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 84.97 cents-on-the-
dollar during the week ended Friday, July 31, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 3.68 percentage
points from the previous week, The Journal relates.  The loan
matures on Dec. 15, 2013.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ca rating and Standard & Poor's CCC+ rating.  The debt is one of
the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended July 31, among the
144 loans with five or more bids.

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

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

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

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


FORD ASSOCIATES: Meeting of Creditors Scheduled for August 18
-------------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of creditors
in Ford Associates VI-Carlsbad, LLC's Chapter 11 case on August
18, 2009, at 10:00 a.m.  The meeting will be held at Sixth Floor,
Suite 630, 402 W. Broadway, San Diego, California.

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.

Cardiff, California-based Ford Associates VI-Carlsbad, LLC filed
for Chapter 11 on July 15, 2009 (Bank. S. D. Calif. Case No. 09-
10087).  William A. Smelko, Esq., represents the Debtor in its
restructuring efforts.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


FORUM HEALTH: To Submit Reorganization Plan to Creditors This Week
------------------------------------------------------------------
Amanda Smith-Teutsch at Tribune Chronicle reports that Forum
Health will present the draft of its reorganization plan to
creditors this week.

According to Tribune Chronicle, Forum Health hopes to have an
agreement in place with all parties in the bankruptcy before
having to present it to the bankruptcy court on September 15.

Tribune Chronicle quoted Forum Health CEO Walter Pishkur as
saying, "There is a balance that must be maintained between the
three main parties in this case: the employees, the communities we
serve and the lenders and creditors."

As reported by the Troubled Company Reporter on July 29, 2009,
Youngstown General Duty Nurses Association and the Service
Employees International Union 1199 agreed to contract concessions
to help Forum Health Inc. emerge from Chapter 11 bankruptcy
protection.

Tribune Chronicle notes that with the union agreements in place,
Forum Health can ask the court to shift responsibility for its
underfunded pension plan to the Pension Benefit Guarantee Corp.
and to focus on the new business plan that will bring it out of
bankruptcy.  According to the report, Mr. Pishkur said that he
hopes Forum Health will be able to leave court protection in
December 2009.  "It is our goal to emerge with three strong
hospitals," the report quoted Mr. Pishkur as saying.

Forum Health, Tribune Chronicle says, is looking at streamlining
services, like lab equipment usage and other purchases.  Citing
Mr. Pishkur, the report states that further workforce cuts likely
will happen through attrition, not layoffs.

Based in Warren, Ohio, Forum Health -- http://www.forumhealth.org/
-- offers health care services.  The primary service area consists
of the northeast Ohio counties of Mahoning, Trumbull and
Columbiana; and northeast Ohio counties of Ashtabula, Geauga and
Portage and the Pennsylvania counties of Mercer and Lawrence.

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795).  Paul W.
Linehan, Esq., and Shawn M Riley, Esq., at McDonald Hopkins LLC,
are lead counsel to the Debtors.  The Debtors have also tapped
Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA as co-
counsel; Kurtzman Carson Consultants LLC as claims, noticing and
balloting agent; and Huron Consulting Services LLC as financial
advisors.  Alston & Bird LLP represents the official committee of
unsecured creditors formed in the Chapter 11 cases.  At the time
of its filing, Forum Health estimated that it had assets and debts
both ranging from $100 million to $500 million.


G-I HOLDINGS: To Create Asbestos Trust Under 4th Amended Plan
-------------------------------------------------------------
G-I Holdings Inc. and ACI Inc. delivered to the U.S. Bankruptcy
Court for the District of New Jersey a fourth amended joint
Chapter 11 plan of reorganization that incorporates a global
settlement and compromise of all of the disputes among the
Debtors, the Asbestos Claimants Committee, the Legal
Representative, and all other parties.

According to the Plan, an Asbestos Trust will be created that will
be a "qualified settlement fund" within the meaning of Section
468B of the Tax Code.  Among other things, the purpose of the
Asbestos Trust is:

   a) to direct the processing, resolution, liquidation, and
      payment of all Asbestos Claims in accordance with section
      524(g) of the Bankruptcy Code, the Plan, the Asbestos Trust
      Agreement, the Asbestos Trust Distribution Procedures, and
      the Confirmation Order; and

   b) to preserve, hold, manage, and maximize the assets of the
      Asbestos Trust for use in paying and satisfying Asbestos
      Claims.

On the Plan's confirmation date, the Court will appoint the
individuals selected jointly by the Asbestos Claimants Committee
and the Legal Representative to serve as the Asbestos Trustees for
the Asbestos Trust pursuant to the terms of the Asbestos Trust
Agreement.

A full-text copy of the Fourth Amended Plan is available for free
at http://ResearchArchives.com/t/s?405f

                        About G-I Holdings

Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.  The Company filed for Chapter 11 protection on
January 5, 2001 (Bankr. D. N.J. Case No. 01-30135).  An affiliate,
ACI, Inc., filed its own voluntary Chapter 11 petition on August
3, 2001.  The cases were consolidated on October 10, 2001.  Martin
J. Bienenstock, Esq., Irena Goldstein, Esq., and Timothy Q.
Karcher, Esq., at Dewey & Leboeuf LLP, represent the Debtors as
counsel.  Dennis J. O'Grady, Esq., and Mark E. Hall, Esq., at
Riker, Danzig, Scherer, Hyland, represent the Debtors as co-
counsel.  Lowenstein Sandler PC represents the Official Committee
of Unsecured Creditors.  Judson Hamlin was appointed by the Court
as the Legal Representative for Present and Future Holders of
Asbestos Related Demands.  Keating, Muething & Klekamp, P.L.L., is
the principal counsel to the Legal Representative of Present and
Future Asbestos-Related Demands.


GAINEY CORP: Creditors Panel Says CEO Diverted Funds to Insiders
----------------------------------------------------------------
A report conducted on behalf of the unsecured creditors committee
in Gainey Corp.'s Chapter 11 bankruptcy case reveals that company
founder and CEO, Harvey Gainey, collected millions of dollars in
salaries, fees, and dividends despite the Company's financial
troubles.

The report states that in one case, Mr. Gainey said that Wachovia
insisted he take a $10 million dividend as part of a $210 million
financing package in 2006.  According to the report, Mr. Gainey
diverted hundreds of thousands of dollars to Gainey family members
by redeeming their shares in the Company as its finances
deteriorated.  Insiders, primarily Gainey family members, got
about $3.1 million in loans.  Mr. Gainey was "unable to articulate
any legitimate business purpose for such loans," says the report.
Gainey, the report concludes, may have acted illegally by
diverting the funds to family members and other insider while
creditors were left unpaid.  The report also concludes that:

     -- In 2006 Mr. Gainey took $10 million as a dividend when he
        refinanced more than $170 million in company debt.  The
        payment may have been illegal since Harvey Gainey was the
        only shareholder to receive a dividend.  Mr. Gainey
        testified lenders "pretty much mandated that it be paid,"
        during a deposition in March.

     -- Gainey's $2 million 2007 compensation package and his
        $1 million in 2008 compensation were well in excess of
        industry norms, which a separate report said would be
        around $357,000.  In 2007, financial statements showed
        Gainey Corp. lost more than $28 million.

     -- No payments have been made on a series of loans from the
        Company to Mr. Gainey and his son totaling more than
        $2.8 million.  The Company "and their representatives have
        been unable to provide any explanation of the business
        purpose" associated with the loans.

     -- More than $1.8 million in payments to redeem stock in 2007
        "appear to have been another mechanism by which the
        debtors' funds were dissipated for the benefit of
        insiders."

     -- Gainey submitted two apparently different set of personal
        financial records for 2008, one showing a deficit net
        worth of $5.5 million and other showing a positive net
        worth of $5.7 million

     -- Gainey "failed and refused" to provide documentation for
        more than $25,000 in expenses during 2007 and 2008.

     -- $25,000 in annual directors fees were paid to Harvey
        Gainey even though few and, sometimes, no directors
        meetings were held.  At least one other director refused
        directors fees because no meetings were held.

     -- A $274,000 loan by Gainey Transportation Services to
        Gainey Aircraft, which is not part of the bankruptcy case,
        was not properly documented and has not been repaid.

     -- Gainey's lease agreement with Gainey Aircraft for a
        private jet at a time when its finances were deteriorating
        and its failure to terminate the lease "constitutes a
        questionable exercise of the debtors' business judgment,"
        the report said.  Mr. Gainey also has refused to surrender
        the aircraft to the lender who financed its purchase.

     -- Questions remain about Gainey's Chief Operating Officer
        Carl Oosterhouse.  The disbarred attorney has not provided
        adequate details about his job responsibilities and his
        disbarrment was tied to misappropriating funds from
        clients, including Gainey.

Chris Knape at The Grand Rapids Press relates that no criminal
charges tied to the allegations in the report have been filed
against any member of the Gainey family.

According to the Grand Rapids Press, Mr. Oosterhouse had tried to
block the report's release, but the Hon. James Gregg of the U.S.
Bankruptcy Court for the Western District of Michigan agreed to
allow it in the public record.

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The Company and its subsidiaries filed for Chapter 11 bankruptcy
protection on Octoer 14,, 2008 (Bankr. W.D. Mich. Lead Case No.
08-09092).  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., John
T. Schuring, Esq., and Trent B. Collier, at Dickinson Wright PLLC;
Inga April Hofer, Esq., Jacob Joseph Sadler, Esq., and Stephen B.
Grow, Esq., at Warner Norcross & Judd, LLP, represent the Debtors
as counsel.  Alixpartners, LLC, is the Debtors' restructuring and
financial consultant.  Virchow Krause and Company, LLP, is the
Debtors' financial advisor.  Eric David Novetsky, Esq., Jay L.
Welford, Esq., Judith Greenstone Miller, Esq., Louis P. Rochkind,
Esq., Paul R. Hage, Esq., and Richard E. Kruger, Esq., at Jaffe,
Raitt, Heuer & Weiss, PC, represent the Official Committee of
Unsecured Creditors as counsel.

As of the commencement date, the Debtors owned assets with a
"book" value of approximately $239,000,000.  As of May 22, 2009,
the Debtors books and records reflected available cash on hand in
the amount of approximately $16,300,000, plus billed accounts
receivable in the amount of approximately $18,400,000.


GARY HEAD REALTY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Gary Head Realty, Inc.
        4193 Old Seale Highway
        Seale, AL 36875

Bankruptcy Case No.: 09-81183

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
H&D Construction, LLC                              09-81184

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       Middle District of Alabama (Opelika)

Debtor's Counsel: Stephen G. Gunby, Esq.
                  Grogan, Rumer & Gunby, LLP
                  944 Second Avenue
                  Columbus, GA 31902
                  Tel: (706) 324-3448
                  Fax: (706) 327-3958
                  Email: sggunby@aol.com

Total Assets: $1,324,650

Total Debts: $592,200

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

The petition was signed by Gary Head, CEO of the Company.


GENERAL MOTORS: Committee Retains EPIQ As Information Agent
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in General Motors
Corp.'s cases seeks the Bankruptcy Court's authority to retain
Epiq Bankruptcy Solutions, LLC, as information agent, nunc pro
tunc to June 3, 2009.

The Debtors relate that Epiq has been retained by large creditors
undergoing restructurings to create Web sites that provide access
to information, including, among others, Washington Mutual, Inc.,
Tropicana Entertainment, LLC, and Thornburg Mortgage LLC.  Thus,
the Debtors aver, Epiq is well-qualified to provide the Committee
and unsecured creditors with access to information in connection
with the Chapter 11 cases.

As the Creditors' Committee's information agent, Epiq will:

  (a) Maintain an Internet-accessed Web site at
      http://www.motorsliquidationcreditorscommittee.comthat
      provides, without limitation:

      * a link or other form of access to the Web site
        maintained by the Debtors' notice, claims and balloting
        agent at http://www.motorsliquidationdocket.com,which
        will include, among other things, the case docket and
        claims register;

      * highlights of significant events in the Chapter 11
        cases;

      * deadlines for upcoming significant and material events;

      * a general overview of the Chapter 11 process;

      * press releases, if any, issued by the Creditors'
        Committee or the Debtors;

      * a list of entities that have purchased claims in the
        Debtors' Chapter 11 cases;

      * a registration form for creditors to request "real-time"
        updates regarding the Chapter 11 Cases via electronic
        mail;

      * a form to submit creditor questions, comments and
        requests for access to information;

      * responses to creditor questions, comments and requests
        for access to information;

      * answers to frequently asked questions;

      * links to other relevant websites;

      * the names and contact information for the Debtors'
        counsel and restructuring advisors; and

      * the names and contact information for the Creditors'
       Committee's counsel and financial advisors.

  (b) Maintain an electronic inquiry form for creditors to
      Submit questions and comments.

  (c) Assist the Committee with certain administrative tasks,
      including, but not limited to, printing and serving
      documents as directed by the Creditors' Committee and its
      counsel.

Epiq's professionals will be paid in accordance with these hourly
rates:

  Professional                     Hourly Rate
  ------------                     -----------
  Senior Case Manager              $225 to $275
  Case Manager (Level 2)           $185 to $220
  IT Programming Consultant        $140 to $190
  Case Manager (Level 1)           $125 to $175
  Clerk                             $40 to S60
  Senior Consultant                    TBD

Daniel C. McElhinney, Executive Director of Epiq, assures Judge
Gerber that his Epiq is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

A hearing to consider the Application will be held on August 3,
2009.  Objections, if any, must be filed on July 29.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENERAL MOTORS: Committee Clarifies Access to Classified Info
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in General Motors
Corp.'s cases asks the Bankruptcy Court to clarify that Section
1102(b)(3) of the Bankruptcy Code does not require the panel to
disseminate or disclose:

  (a) any non-public information disclosed to the Committee or
      its representatives by or on behalf of the Debtors;
      provided, that Confidential Material will not include
      information (i) that is available to a member of the
      Creditors' Committee on a non-confidential basis prior
      to the receipt of that information in its capacity as a
      Member, (ii) that is separately received on a non-
      confidential basis by a Member outside of that Member's
      capacity as a Member, (iii) that is available to the
      public generally  other than as a result of a breach
      of any of these provisions, or (iv) that becomes
      independently available to a Member by a means other than
      service on or in connection with its membership on the
      Committee so long as the Member's receipt of the
      information is not governed, by any other confidentiality
      provisions or agreements;

  (b) any information or documents generated by the Committee,
      or by any of the Committee's professionals, or by any
      Member or counsel to any Member for the use of the
      Committee; and

  (c) any communications among Members and communications among
      Committee professionals and the Committee, including
      information regarding specific positions taken by Members.

The Creditors' Committee further asks the Court to:

  (a) approve procedures for the Committee to satisfy its
      statutory obligation to provide access to information to
      its constituent creditors or solicit and receive comments
      from its constituent creditors; and

  (b) approve procedures for the disclosure of Confidential
      Communications to third-parties who request the
      information.

Robert T. Schmidt, Esq., at Kramer Levin Naftalis & Frankel LLP,
in New York, informs the Court that the Committee intends to
maintain a Web site through Epiq Bankruptcy Solutions, LLC, to
make certain non-confidential material available to general
unsecured creditors.

In addition to maintaining the Committee Web site, the Committee
counsel will maintain a telephone number and electronic inquiry
form to allow unsecured creditors to send questions and comments
in connection with this case.  A link to the electronic inquiry
form and telephone number will be made available on the Committee
Web site.

The Creditors' Committee proposes these procedures governing
dissemination of information:

  (a) The Committee must not be required or obligated to
      disseminate to any entity, without further court order,
      any Confidential Material, Privileged Information or
      Committee Communications.

  (b) The Committee will respond to a general unsecured
      creditor's request for information within 20 days of the
      Committee's receipt of a request.  The response will
      provide access to the requested information or reasons why
      the information will not be provided.

  (c) If the information request is denied because it requests
      Confidential Communications which cannot be disclosed or
      the request is unduly burdensome, the creditor, after good
      faith attempts to meet and confer with the Committee, can
      file a motion requesting the information be provided.  In
      responding to an information request, the Committee will
      consider certain factors, including, without limitation,
      the creditor's willingness to enter into a confidentiality
      agreement and trading restrictions.

  (d) If the Committee agrees that Confidential Material of the
      Debtors or another entity should be supplied to any
      general unsecured creditor, by request or otherwise, it
      will do so only upon making a demand to the Debtors or the
      other entity pursuant to the procedures set forth in the
      Order.

The Creditors' Committee intends to carefully balance the Debtors'
interests in safeguarding Confidential Communications from public
dissemination with the Committee's interest in performing its
statutory obligations, Mr. Schmidt asserts.

Without clarification by the Court, the Committee's efforts in the
Debtors' bankruptcy cases may be frustrated because the Debtors
may be hesitant to share confidential and sensitive information
for fear that the shared information may be disseminated to the
members of the public, Mr. Schmidt tells the Court.  Moreover,
without Court intervention, the Committee may be deterred from
conducting its own independent investigations out of concern that
its findings may be disseminated to inappropriate parties, he
contends.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENERAL MOTORS: Court Rules U.S. Treasury Data Confidential
-----------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York entered a confidentiality order to assure the
confidentiality of certain information that may be disclosed by
the United States Department of the Treasury in relation to the
Debtors' bankruptcy cases.

Pursuant to Rule 26 of the Federal Rules of Civil Procedure and
Rules 7026 and 9018 of the Federal Rules of Bankruptcy Procedure,
the term "confidential information" includes information that is
disclosed by the U.S. Treasury in the course of discovery in the
context of the Chapter 11 cases, which may designated as
"confidential," in these ways:

  (a) Information set forth in an answer to an interrogatory or
      in any document may be so designated by including the
      words "Subject to Protective Order" in the answer or the
      document.

  (b) Information contained in an answer to any question asked
      during an oral deposition may be so designated by a
      statement made on the record during the course of the
      deposition and on the same day that the answer is given,
      or upon 20 days receipt of a transcript of the oral
      deposition.

"Confidential information" disclosed to another party during the
course of discovery proceedings in the Chapter 11 cases should be
used only for purposes of these Chapter 11 cases and will not be
published for business or commercial purposes, the Court ruled.

In addition, "confidential information" be disclosed only to:

  * the other party or attorneys of record for the other party;

  * secretarial, clerical and paralegal or student personnel by
    attorneys or a law firm that represents the other party;

  * independent or non-employee witnesses or advisors;

  * officers and managerial or supervisory personnel;

  * Court reporters or stenographers; and

  * other persons as may be authorized by the Court.

All information subject to confidential treatment that is filed
with the Court will be filed under seal and kept under seal until
further order of the Court, Judge Gerber held.

Upon the conclusion of the Chapter 11 cases, all confidential
information or confidential discovery material supplied by the
U.S. Treasury will be (y) returned to the U.S. Treasury, or (z)
certified to have been destroyed, the Court noted.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENERAL MOTORS: Reports Strong 2Q 2009 Sales, Global Sales Up 20%
-----------------------------------------------------------------
Strong sales performance in GM's Asia Pacific region helped
General Motors sell 1.94 million vehicles globally during the
second quarter 2009.  When compared with the first quarter 2009,
sales were up nearly 20 percent.  GM sales outside the United
States grew to 72 percent of total sales.  Compared to second
quarter 2008, GM's total sales were down 15 percent, reflecting
continuing economic pressures and production cuts in the U.S.
market, which pushed North America sales down 32 percent (307,000
vehicles).

The strength of GM's portfolio of fuel-efficient and affordable
products carried the company through some very
difficult times.  Despite ongoing negative publicity regarding the
company's restructuring and eventual Chapter 11 filing, GM's
second quarter global market share of 12 percent was down only 0.3
ppts compared with a year ago and up 0.8 ppts from the first
quarter.

GM sold 3.55 million vehicles in the first half of 2009.  On a
year-over-year basis, GM total global sales were down 22 percent
for the first six months of 2009.

"We believe the strength of our products, including the
Chevrolet Camaro, Spark and Malibu; award-winning Opel/Vauxhall
Insignia; Wuling Sunshine Minivan and others around the world
enabled us to weather an historically difficult rebirth of the new
General Motors," said Jonathan Browning, vice president, global
sales, service and marketing.  "We are moving quickly to respond
to new market opportunities around the globe and meeting customer
needs with fuel-efficient products that offer advanced technology,
compelling designs and great value."

Chevrolet sales in Asia Pacific, the industry's largest
region so far in 2009, grew 17 percent compared with the second
quarter a year ago.  In addition, GM's Asia Pacific regional sales
were up more than 22 percent compared with the first quarter
boosting GM's market share in the region to 8.8 percent, up 0.8
ppts versus the first quarter.  Chevrolet sales in China (up 39
percent) powered much of this year-over-year growth.  The Wuling
brand continued strong growth in China with sales up 67 percent in
the second quarter compared to the same period a year ago.  For
the first half of the year, GM China set a sales record, made even
more impressive by global news surrounding the company's
restructuring.

In the Latin America, Africa and Middle East region, sales
were up slightly compared with the previous quarter, but declined
21 percent compared with a year ago.  Chevrolet accounted for
nearly 90 percent of the region's second quarter sales.  There
were several bright spots in the region as GM brands in nine
countries (Boliva, Chile, Colombia, Ecuador, Peru, Uruguay,
Venezuela, Egypt and Kenya) saw market share gains compared with
the second quarter a year ago.  Sales volume in Brazil also set a
second quarter record.

Chevrolet sales in Europe also contributed to the brand's
solid second-quarter results, with market share gains in Eastern,
Central and Western Europe.  Chevrolet sales of more than 115,500
vehicles resulted in a record brand market share of 2.3 percent.
Chevrolet sales increased in Germany (up 40 percent), France (up
101 percent), Turkey (up 120 percent) and the United Kingdom (up
25 percent).  The Opel/Vauxhall Insignia, European Car of the Year
for 2009, continues to perform strongly with more than 73,000
vehicles sold in the first half of the year.  Overall, GM's market
share in Europe increased to 9.2 percent in the second quarter, up
0.2 ppts versus the first quarter.

Chevrolet sales in North America were down 28 percent for the
quarter, due in part to planned pickup truck production cuts to
reduce inventory levels.  However, GM has seen very strong demand
for the new Camaro which had nearly 10,000 orders on hand to be
filled at the end of the quarter.  Overall GM sales in the U.S.
enabled it to slightly improve market share in the quarter
compared with a year ago.  In addition, sales in the U.S. were up
31 percent when compared with the first quarter of the year,
boosting GM's market share from 18.4 percent in first quarter to
20.5 percent in the second quarter.  Additionally, GM share in
North America increased nearly two percentage points, to 19.9
percent, when comparing Q1 with Q2, 2009.

Cadillac global sales in the second quarter were down 40
percent, in part due to the difficulty in getting competitive
leases in the U.S. and overall economic pressure elsewhere around
the world.  Cadillac expects a positive impact with the CTS coupe
and restyled SRX crossover vehicle.

                  GM Sees Recovery in Auto Industry

Despite a 15% drop of its sales for quarter ending June 30, 2009,
General Motors Company sees signs of recovery for the automotive
industry as effects of government-backed aid become evident, The
Wall Street Journal reported.

New GM sales analyst Mike DiGiovanni explained that the drop in
New GM's North American sales of 32% is not as harshly affected as
what was initially expected by GM due to its bankruptcy, The
Journal noted.  Mr. DiGiovanni was also quoted by the Journal as
saying that "this is global great recession is approaching an
end."  However, a subsequent interview revealed a warier Mr.
DiGiovanni who cited that the global industry is only in the
early, early stages of a fragile economy."  While GM China
recorded a 38% increase in first-half sales, he opined that
Chinese customers, like in other hot markets, may be spurred by
the $1 billion stimulus package, the Journal added.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENERAL MOTORS: TO Offer $600MM in Aid to Axed Dealerships
----------------------------------------------------------
General Motors disclosed on July 22, 2009, that it is providing
$600 million in total financial assistance -- or an average of
$462,000 individually -- to 1,300 dealerships which have agreed to
be shut down under "wind down agreements" as part of the Company's
restructuring.

The $600 million aid includes $1,000 per unsold vehicle and eight
months of rent coverage, Michael Robinson, GM's vice president and
general counsel of North America, told a U.S. House panel,
according to the Wall Street Journal.

The "wind-down process," as developed by GM, "is considerably more
favorable to dealers," the Journal says.  The 1,300 GM dealerships
that slated for closure will be able to remain open through
October 2010, giving them sufficient time to sell remaining
inventory, Mr. Robinson said, reports the Journal.

GM stated in May 2009 that it intends to slash auto dealerships by
42% from 2008 to 2010 levels.  In effect, dealerships will be
reduced by 2,641 locations, from 6,246 to 3,605.

                 New Opportunities for Dealers

Brian Osler, President CEO of the North American Automobile Trade
Association, a trade association of dealers who export vehicles,
said in a statement that contract cancellation by GM and Chrysler
opens new opportunities for these dealers.  He pointed out that
for the first time, dealers can sell vehicles to overseas buyers.

There has always been a strong market for export sales overseas,
particularly to Europe.  However, franchised dealers are generally
restricted from selling outside of the United States. Now dealers
are free to sell vehicles to whomever they wish. Former GM and
Chrysler dealers are now able to sell vehicles for export, Mr.
Osler said.

                       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)


GEORGIA GULF: Bank Debt Trades at 8% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Georgia Gulf
Corporation is a borrower traded in the secondary market at 91.05
cents-on-the-dollar during the week ended Friday, July 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 8.65
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 3, 2013.  The Company pays 250 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's C rating.  The
debt is one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 31,
among the 144 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 August 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.


GEORGIA GULF: Moody's Lifts Corporate Family Rating to 'B2'
-----------------------------------------------------------
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.  This exchange offer will reduce GGC's
balance sheet debt by over 53% from $1.4 billion to approximately
$650 million.  GGC's outlook is stable.

"The completion of the exchange offer and the bank amendment will
provide Georgia Gulf with a sustainable capital structure and
should enable it to navigate the current downturn, despite
continuing uncertainty over the timing of a recovery in the
housing and construction markets, " stated John Rogers, Senior
Vice President at Moody's.

Moody's also raised its ratings on GGC's secured revolver and term
loan to B2 from B3.  Additionally, GGC's senior unsecured notes
and subordinated notes were upgraded to Caa1 from C.  As
previously noted Moody's views this debt-for-equity swap as a
distressed exchange but has not lowered the company's ratings, as
GGC's Probability of Default Rating was already lowered to Caa3 in
May due to a payment default.

The three notch upgrade of the CFR reflects the substantial
reduction in debt as a result of the exchange offer.  Roughly
$736 million of debt (92% of the $800 million in unsecured and
subordinated notes outstanding) has been converted to common and
preferred stock.  The remaining senior secured, unsecured and
subordinated debtholders will benefit from the substantial
reduction in debt.  Although Moody's expects leverage to remain
elevated in 2009 (above 5x Debt/EBITDA), the amendment to the
credit facility has greatly improved GGC's liquidity due to the
loosening of covenants through the third quarter of 2011.  In
addition it also provides the option for an equity cure of up to
$10 million if the company fails to meet the revised covenants.
The ratings on the senior secured credit facility are now at the
same level as the CFR since this facility constitutes the vast
majority of GGC's balance sheet debt.

The exchange offer will significantly improve GGC's credit metrics
(pro forma LTM March 31, 2009 Net Debt/EBITDA would decline to
5.4x from 8.3x; these metrics incorporate Moody's Standard
Analytical Adjustments).

The stable outlook reflects Moody's expectation that GGC's EBITDA
(excluding extraordinary items and any of Moody's standard
adjustments) will remain above $110 million in 2009 and that the
company will remain free cash flow positive in 2009 and 2010.  Any
meaningful shortfall in EBITDA ($10 million or more) or increase
in debt ($75 million or more) could prompt a negative outlook.
Any upgrade would require a sustainable increase in demand and
financial performance, such that Net Debt/EBITDA will fall and
remain below 5.0x and Retained Cash Flow/Net Debt will increase to
and remain above 10%.

In the exchange offer, roughly 92% of outstanding unsecured and
subordinated notes (total face value of $800 million) were
tendered, which will reduce outstanding debt by $736 million.
Additionally, it will result in the former unsecured note holders
owning approximately 87% of GGC's equity.  The subordinated note
holders will own just over 9%.  Accepted for exchange were
$91.0 million of the $100 million 7.125% unsecured notes due 2013
(91%), $486.8 million of the $500 million 9.5% unsecured notes due
2014 (97.4%) and $158.1 million of the $200 million 10.75%
subordinated notes due 2016 notes(79.05%).

Holders of the senior unsecured notes who tendered their debt will
receive over 1.2 million shares of common stock and 27.3 million
shares of preferred stock.  Holders of the subordinated notes who
tendered their debt will receive just under 130 thousand shares of
common stock and 2.9 million shares of preferred stock.
Immediately after the exchange offer, noteholders will own 49.5%
of the common stock.  GGC's common shareholders will then need to
approve an increase in the authorized number of shares outstanding
to allow the preferred shares to convert to common.  Moody's
expects the share increase to be approved as some noteholders who
tendered their debt also own a portion of GGC's equity.

Ratings upgraded:

Georgia Gulf Corporation

* Corporate Family Rating to B2 from Caa2

* Probability of Default Rating to B2 from Caa3

* Senior secured credit facility (revolver and term loan) to B2,
  LGD4 (53%) from B3, LGD3 (31%)

* Senior unsecured notes to Caa1, LGD5 (79%) from C, LGD5 (80%)

* Senior subordinated notes to Caa1, LGD6 (95%) from C, LGD6 (94%)

The last rating action on Georgia Gulf Corporation was on July 10,
2009, when Moody's commented on the revised terms of Georgia
Gulf's exchange offer.

Georgia Gulf Corporation, headquartered in Atlanta, Georgia, is a
producer of commodity chemicals including chlorovinyls (chlorine,
caustic soda, vinyl chloride monomer, polyvinyl chloride resins
and vinyl compounds), PVC fabricated products (pipe, siding,
window profiles, plastic lumber, etc.), and aromatics (cumene,
phenol and acetone).


GLOBAL SHIP: Lenders Extend Waiver for Loan-to-Value Tests
----------------------------------------------------------
Global Ship Lease, Inc., has agreed with its lenders to extend its
waiver for loan-to-value tests until August 31, 2009, pending
conclusion of an amendment to the credit facility as a result of
declines in charter free market values of containerships.

The Company was initially required to submit vessel valuations on
April 30, 2009, and previously received a waiver from loan-to-
value tests until July 31, 2009.  In connection with the
agreement, Global Ship Lease will not pay dividends to common
shareholders through August 31, 2009, and intends to review its
dividend policy at the end of the waiver period.  The facility
will bear an interest margin of 2.75% through August 31, 2009.

Ian Webber, Chief Executive Officer of Global Ship Lease, stated,
"We continue to diligently work with our bank group to finalize an
amendment to our $800 million credit facility and are in the
latter stages of the process.  During a challenging time for the
industry, all of our vessels remain secured on long-term contracts
with charterhire up to date."

                      About Global Ship Lease

Global Ship Lease is a containership charter owner.  Incorporated
in the Marshall Islands, Global Ship Lease commenced operations in
December 2007 with a business of owning and chartering out
containerships under long-term, fixed-rate charters to world class
container liner companies.

Global Ship Lease currently owns 16 vessels and has contracted to
purchase an additional three vessels.  The Company has a contract
in place to acquire by September 30, 2009, an additional vessel
for $82 million from CMA CGM, contingent on financing.  The
Company also has contracts in place to purchase two newbuildings
from German interests for roughly $77 million each which are
scheduled to be delivered in the fourth quarter of 2010.

Once all of the contracted vessels have been delivered by the end
of 2010, Global Ship Lease will have a 19 vessel fleet with total
capacity of 74,797 TEU and a weighted average age at that time of
6.1 years and an average remaining charter term of roughly eight
years.  All of the vessels including those contracted for future
delivery are fixed on long-term charters.


GOLDEN RESTAURANTS: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Golden Restaurants, Inc., and its affiliates filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the
Northern District of Texas.

Karen Robinson-Jacobs at The Dallas Morning News reports that
Davor Rukavina -- the attorney for Golden Restaurants' owner
Guillermo Perales -- placed his companies into bankruptcy to
control the payout of an almost $1 million judgment.

Citing Mr. Rukavina, The Dallas Morning News relates that Golden
Restaurants' bankruptcy filing was due to an assault of a female
employee in 2004 in a Burger King outlet owned by a separate
Perales company.  Mr. Rukavina said that a jury sided with the
employee in 2007, and in October 2008, the woman obtained a
"judgment of nearly a million" against the restaurants, the report
states.

According to The Dallas Morning News, Mr. Rukavina said that the
woman would have been entitled to garnish restaurant funds to pay
the judgment had the Company not filed for bankruptcy protection.
Though Golden Restaurants has hundreds of millions in sales, "the
margins are thin.  To be forced to give somebody a million
dollars, there is no million dollars to replace that to pay for
the food and to pay the workers," the report quoted Mr. Rukavina
as saying.  If the Company had been forced to make the payout, it
would have had to shut down, the report says, citing Mr. Rukavina.

Golden Restaurants was also sued by the U.S. Department of Labor
in 2008 for "denial of overtime compensation," The Dallas Morning
News relates.  According to the report, the case is set for trial
in November 2009.

The restaurants, which employ about 3,000 people, will remain
open, The Dallas Morning News says, citing Mr. Rukavina.

Golden Restaurants, Inc., and its affiliates operate almost 50
Golden Corral restaurants in at least six states, including Texas.
Golden Restaurants controls Golden Corral restaurants in Texas.


HAIGHTS CROSS: To Start Noteholder Talks on Restructuring Options
-----------------------------------------------------------------
Haights Cross Communications, Inc., has distributed a supplement
to its private offer to exchange and consent solicitation to
qualified investors to exchange HCC's 12-1/2% Senior Discount
Notes Due 2011 for shares of common stock of HCC.

The Company plans to immediately commence discussions with holders
of its 11-3/4% Senior Notes due 2011 to discuss alternative
restructuring plans should the Offer fail or otherwise not be
consummated, including the possibility of the commencement of a
chapter 11 case and plan of reorganization.

The Offer and the Consent Solicitation are part of a restructuring
plan that is intended to include an amendment to the Company's
Credit Agreement and certain related transactions, so that HCC and
its subsidiaries will no longer be in default under the Credit
Agreement.

The Supplement among other things:

     -- Lowers the minimum condition threshold from 95% to 90% of
        the aggregate principal amount of the Discount Notes; and

     -- Extends the expiration date of the Offer to 11:59 p.m. on
        August 6, 2009.

As of the close of business on July 30, 2009, the Company was
advised by the information and exchange agent for the Offer that
roughly $100 million (at maturity), or 74%, of Discount Notes had
been tendered and not validly withdrawn.

The Offer is being made upon the terms and subject to the
conditions set forth in the Company's Supplement, the original
Offer and the related Letter of Transmittal.  The Supplement, the
original Offer and the related Letter of Transmittal contain
important information which should be read carefully before any
decision is made with respect to the exchange offer.

The Company intends to take advantage of the applicable 30-day
grace period with respect to payment of the semi-annual interest
due August 3, 2009, on the Discount Notes and due August 17, 2009
on the Senior Notes to pursue the completion of the Offer or other
debt restructuring.  The Company's current forbearance agreement
and credit agreement for its senior secured term loan prohibits
the Company from making interest payments on the Discount Notes or
Senior Notes while the Company remains in default under the Credit
Agreement.  The cure of such default will require, among other
things, the successful completion of the Offer. Under the
applicable indenture relating to each of the Discount Notes and
Senior Notes, use of the 30-day grace period does not constitute a
default that permits acceleration of such notes.  In connection
with the Supplement, the Forbearance Agreement was extended until
August 7, 2009.

In the event that HCC is not able to successfully complete the
restructuring, including the Offer, HCC intends to explore all
other restructuring alternatives available to it at that time,
which may include an alternative out-of-court restructuring or the
commencement of a chapter 11 case and plan of reorganization.
There can be no assurance that any alternative restructuring
arrangement or plan could be accomplished.  Moreover, if the
Company seeks such bankruptcy relief, holders of Discount Notes
may receive consideration that is less than what is being offered
in the Offer, and it is possible that such holders may receive no
consideration at all for their Discount Notes.

The Offer is being made, and the new shares of Common Stock are
being offered, only to Eligible Holders, who consist of accredited
investors, or persons other than U.S. persons, in a transaction
that is exempt from the registration requirements of the
Securities Act of 1933.  Any securities may not be offered or sold
absent registration or an applicable exemption from the
registration requirements of the Securities Act.

                 About Haights Cross Communications

Founded in 1997 and based in White Plains, NY, Haights Cross
Communications -- http://www.haightscross.com/-- is an
educational and library publisher that creates books, audio
products, periodicals, software and online services, serving these
markets: K-12 supplemental education, public and school libraries,
and consumers.  Haights Cross companies include: Triumph Learning,
Buckle Down Publishing and Options Publishing, and Recorded Books.


HASTINGS COLLEGE: Moody's Affirms Rating on $33.1 Mil. Bonds
------------------------------------------------------------
Moody's Investors Service has affirmed the A1 underlying rating
for Hastings College of the Law.  The rating applies to
$33.1 million of Series 2003 and 2008 bonds.  The outlook has been
revised to negative from stable reflecting Moody's concern
regarding the operating stress placed on Hastings by the ongoing
State of California budget crisis and the impact that further
potential cuts in state appropriations might have on operations
and liquidity during the current and upcoming fiscal years.

Legal Security: The obligation of the College to pay debt service
on the Series 2003 and 2008 bonds is absolute and unconditional,
payable from Available Funds.  Available Funds include all legally
available revenue of the College, but exclude state appropriations
and resident tuition revenue.  However, resident tuition revenue
could be designated by the College's Board of Directors to be used
to pay debt service, and there currently are no legal restrictions
preventing the Board from doing so.  In FY 2009, Available Funds
(excluding state appropriations and resident tuition) equaled
$3.7 million, which covered maximum annual debt service on the
Series 2003 and 2008 bonds 2.2 times.

Interest Rate Derivatives: None

                            Challenges

* Volatility in California (Baa1/on Watchlist for further
  downgrade) state operating support, which accounts for 23% of
  total operating revenues.  Hastings College of Law has received
  a $2 million or 20% cut in state appropriations for the 2010
  fiscal year following several years of relatively flat
  appropriations.  This cut results in a 4.3% reduction of the
  2008 total revenue base of $47.1 million.  Management has
  planned for this contingency and has budgeted accordingly by
  managing revenues derived from fee increases to preserve
  capacity to absorb reductions in state support and with cost
  cutting measures and enrollment increases to offset reductions.
  However, given the budget crisis at the State level, additional
  mid-year cuts or interruptions in cash flow are a concern during
  the current and upcoming fiscal years.  Although the payments to
  the College are constitutionally prioritized payments, the State
  can still cut or defer these payments according to its budgetary
  and cash needs.  While Management reports healthy liquidity
  levels and should be able to absorb moderate additional cuts or
  cash flow interruptions, Moody's remains concerned regarding
  severe reductions in support and discussion of potential
  elimination of support in the medium to long term.  The Governor
  has previously proposed complete elimination of public funding
  for the College.  For more information please see Moody's report
  on the State of California dated July 14, 2009.

* Deterioration in the financial resource base due to investment
  losses.  The College experienced an investment loss consistent
  with peers at -18% for the 2009 fiscal year.  Hastings utilizes
  the University of California General Endowment Pool with a
  target allocation of 45% public equity, 15% fixed income and 40%
  in alternative investment strategies.  After a Moody's estimated
  30% reduction in total financial resources (% of total resources
  subtracted from expendable resources), expendable financial
  resources of $23.6 million provide a more limited 0.71 times
  coverage of debt and 0.52 times coverage of operations.

* As a stand-alone law school, the College remains vulnerable to
  the cyclicality of student demand reflected in a trend of
  volatility in application numbers and the stiff competition
  presented by neighboring law school alternatives.

* The Available Funds pledge for the Series 2003 and 2008 bonds
  currently represents a thin slice of the College's total revenue
  base and excludes the College's two largest revenue streams,
  state appropriations and resident tuition.  However, Moody's
  believes that debt service coverage from Available Funds is
  sound and current legal ability of the Board to designate
  resident tuition to pay debt service enhances the credit.

                            Strengths

* Strong market position as independent public law school with
  formal affiliation agreement with the University of California
  (Aa1/stable).  Hastings currently serves 1,300 full time
  equivalent students. Management reports applications increased
  almost 3% for the fall of 2009 and, in an effort to supplement
  state cuts, admitted a larger incoming class of 475; up from 426
  in 2008.  The College has enjoyed a relatively stable and
  healthy market position reflected in selectivity of 24% and
  yield of 30% in FY 2008.

* Trend of healthy operations.  The College has demonstrated
  conservative fiscal practices with a three-year average
  operating margin of 6.4% supporting robust average debt service
  coverage of 9.8 times.  Management expects to end the 2009
  fiscal year in line with this trend.

* Demonstrated pricing flexibility reflected in tuition growth of
  59% since FY 2004.  The College generated net tuition per
  student of $17,309 in FY 2008 and expects to continue this
  growth trend in the near term.  Currently priced well below
  private school alternatives and competitive with public
  alternatives, management anticipates growing tuition rates to
  supplement expected cuts in state appropriation going forward.
  Moody's notes that the College is likely to continue to tap this
  pricing advantage as state appropriations continue to be cut and
  may over time lose its direct pricing advantage relative to
  private institutions.

                             Outlook

The negative outlook reflects the current reduction in state
support coupled with Moody's expectation that the College's
operations will be challenged in the current and upcoming fiscal
years due to potential for additional moderate to severe cuts in
state appropriations and/or disruptions in cash flow going
forward.  Moody's also notes that the prospect for full or near-
full elimination of state appropriations likely reflect reduction
in potential for support from the State should the College face
challenges in the future.

                What could change the rating -- Up

Robust growth in student demand while growing net tuition rapidly;
continued trend of healthy operations despite what is likely to be
several challenging years for State funding

                What could change the rating -- Down

Continued weakening of state support; deterioration of market
demand as tuition rises more rapidly

Key Indicators (FY 2008 financial data and fall 2008 enrollment
data):

* Figures in parentheses include a pro-forma 30% reduction of
  total financial resources that is fully absorbed by expendable
  financial resources

* Total Full-Time Equivalent Students: 1,308 students

* Acceptance Rate: 24.3%

* Matriculation Rate: 29.8%

* Total Direct Debt: $33.1 million

* Expendable Resources to Direct Debt: 1.26 times (0.71 times)

* Expendable Resources to Operations: 0.93 times (0.52 times)

* Three-year Average Operating Margin: 6.4%

* Reliance on State Appropriation: 22.9%

                            Rated Debt

* Series 2003: A1 underlying rating, insured by Ambac (Ambac's
  current financial strength rating is Caa2 with a developing
  outlook)

* Series 2008: A1 underlying rating, insured by Assured Guaranty
  (Assured's current financial strength rating is Aa2 on review
  for possible downgrade)

The last rating action with respect to Hastings College of the Law
was on January 7, 2008, when the A1 rating and stable outlook was
assigned.


HAYES LEMMERZ: Suspends Duty to File SEC Reports
------------------------------------------------
Hayes Lemmerz International, Inc., and Hayes Lemmerz Finance LLC -
Luxembourg S.C.A. filed with the Securities and Exchange
Commission separate Form 15-12G to suspend or terminate their duty
to file reports on account of HLI common stock and 8.25% Senior
Notes due 2015 of Hayes Lemmerz Finance LLC - Luxembourg S.C.A.

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.


HEADWATERS INC: S&P Lifts Rating to CCC+; Puts on Developing Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on South
Jordan, Utah-based Headwaters Inc. to 'CCC+' from 'SD' (selective
default) and placed the rating on CreditWatch with developing
implications.  In addition, S&P placed the 'B-3' short-term
corporate credit rating on CreditWatch developing.  S&P lowered
the issue-level rating on Headwaters' senior secured bank credit
facilities to 'B' (two notches above the 'CCC+' corporate credit
rating) from 'BB-'.  At the same time, S&P lowered the rating on
the company's senior subordinated convertible notes to 'CCC' from
'B-'.  S&P revised the CreditWatch implications on the issue-level
ratings to developing from negative.  The recovery rating on
Headwaters' senior secured debt remains at '1' and the recovery
rating on the subordinated debt remains at '5'.  The recovery
ratings are subject to review pending the successful completion of
the company's proposed asset-based lending facility.

"The 'CCC+' corporate credit rating is based on S&P's increasing
concerns about Headwaters' near-term refinancing risk and
tightening liquidity," said Standard & Poor's credit analyst
Tobias Crabtree.  The company announced an amendment on June 26,
2009, to enable it to replace its $60 million revolving credit
facility due September 2009 with an asset-based revolving credit
facility of between $50 million and $70 million that would mature
no earlier than April 30, 2011.  If Headwaters is not able to
complete the ABL facility by September 2009, the company may not
have sufficient cash to pay off outstanding revolving credit
facility borrowings.  While the ABL facility would address near-
term refinancing needs, S&P believes Headwaters' liquidity will
remain weak because of challenging operating conditions and S&P's
expectations for limited free cash flow generation over the next
several quarters.

In resolving the CreditWatch listing, S&P will monitor Headwaters'
progress in addressing its near-term refinancing obligations.  If
the company is able to complete its ABL credit facility, S&P could
consider a slightly higher rating depending on S&P's assessment of
the company's liquidity over the next several quarters.  S&P could
lower the ratings if Headwaters is unable to close on its ABL
facility in the next 30 days or if operating conditions
deteriorate more than expected, resulting in limited borrowing
availability on the new ABL.


HEALTHSPRING INC: Moody's Affirms 'Ba3' Senior Secured Debt Rating
------------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 senior secured debt
rating and the Ba3 corporate family rating of HealthSpring, Inc.
In addition the Ba1 insurance financial strength ratings of its
operating subsidiaries in Tennessee, Texas, and Alabama were also
affirmed.  The outlook on the ratings remains stable.

Moody's said that the rating affirmation and stable outlook are
based on HealthSpring's consistently strong profit margins,
growing regulatory capital level, and moderate financial leverage.
The rating agency added that the company's tight medical
management program and favorable provider and hospital contracts
have resulted in strong consistent earnings over the last several
years with medical loss ratios that have averaged below 80%.  With
2008 NAIC consolidated risk-based capital ratio slightly exceeding
170% of company action level, HealthSpring's capitalization is
very good and higher than the level that is typical for similar
sized healthcare insurers.  The two notch difference between
HealthSpring's Ba3 senior secured debt rating and the Ba1 IFS
ratings of the HealthSpring operating subsidiaries reflects the
company's ability to generate strong cash flows from unregulated
sources.

However, Moody's noted these positives are offset somewhat by
HealthSpring's business profile characterized by the company's
small membership base, which subjects the company to earnings
volatility, and its concentration in the Medicare Advantage
segment.  A major concern with MA business has been the threat of
changes in government reimbursement levels and product offerings.
Recently announced reimbursement cuts for all 2010 MA product
offerings, which may require a combination of premium increases
and/or benefit reductions, could impact January 2010 enrollment
for HealthSpring and other MA health insurers.

The rating agency stated that due to the financial uncertainties
and political pressures associated with Medicare Advantage,
further upgrades for HealthSpring are limited in the near-term;
however, if there is significant product and geographic
diversification beyond Medicare Advantage, if the company's NAIC
consolidated RBC is maintained above 150% of company action level,
net margins are over 3%, and membership is at least 250,000, the
ratings could be upgraded.  However, if there is a loss or
impairment of one or more of HealthSpring's Medicare contracts, if
its Medicare Advantage membership declines by more than 20%, if
RBC falls below 100% CAL, or if the Medicare MLR is 85% or greater
over a twelve month period, the ratings could be lowered.

These ratings were affirmed with a stable outlook:

* HealthSpring, Inc. -- senior secured debt at Ba3; corporate
  family rating at Ba3;

* HealthSpring of Tennessee, Inc. -- insurance financial strength
  at Ba1;

* Texas HealthSpring, LLC -- insurance financial strength at Ba1;

* HealthSpring of Alabama, Inc. -- insurance financial strength at
  Ba1.

HealthSpring, Inc., is headquartered in Nashville, Tennessee.  For
the first three months of 2009 total revenue was $646 million with
Medicare Advantage membership (excluding Part D stand alone) of
approximately 176,000.  As of March 31, 2009 the company reported
shareholders' equity of $775 million.

Moody's most recent rating action on HealthSpring was on September
11, 2007, when the ratings were assigned (senior secured debt at
Ba3).

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually pay senior
policyholder claims and obligations.

Moody's corporate family rating is an opinion of a corporate
family's ability to honor all of its financial obligations and is
assigned to a corporate family as if it had a single class of debt
and a single consolidated legal entity structure.


HILLSDALE HOSPITAL: S&P Downgrades Ratings on 1998 Bonds to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
Hillsdale Hospital Finance Authority, Michigan's series 1998
bonds, issued for Hillsdale Community Health Center, to 'BB+' from
'BBB-'.  The outlook is negative.

While Hillsdale maintains a solid business position, with good
market share in Hillsdale County (located in south-central
Michigan), the lowered rating reflects considerable operating
losses in the fiscal year ended June 30, 2009; volume declines
associated with a challenging local economy; a weakening of the
balance sheet related to the investment market turmoil, and
expected additional strain related to the financing of a facility
project in the next two years; and a relatively small revenue base
of $55 million and a high dependency on the top 10 admitting
physicians.

Hillsdale plans to fund a new skilled nursing facility and a
modernization of its obstetrical unit in the next two years.

Due to investment market turmoil, Hillsdale's balance sheet has
eroded, with unrestricted cash and investments declining to
$11.7 million in fiscal 2009.

"The negative outlook reflects the growing operating losses and
some balance sheet pressure," said Standard & Poor's credit
analyst Geraldine Poon.  "Although management has an action plan
to bring the organization to break-even status in fiscal 2010, the
service area has been hit hard by the recession, which leaves the
hospital vulnerable."

Hillsdale Community Health Center, which is located in central
Hillsdale County, operates a 65-licensed-bed (53 staffed beds)
acute-care hospital, a 21-bed skilled-nursing unit, a home health
agency, and a psychiatric facility.


HSP GAMING: S&P Assigns Corporate Credit Rating at 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to HSP Gaming L.P.  The rating outlook is negative.

At the same time, S&P assigned a 'B-' issue-level rating to HSP's
proposed $180 million senior secured credit facilities, with a
recovery rating of '3', indicating S&P's expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default.  The ultimate borrower of the proposed financing is a yet
to be named, wholly owned subsidiary of HSP.  Upon the
determination of the borrower name, S&P will be removing the
corporate credit rating from HSP and transferring the rating to
the named borrower.  The company plans to use proceeds to fund the
construction costs of the SugarHouse Casino in Philadelphia, Pa.,
as well as for general corporate purposes.

"The 'B-' corporate credit rating reflects the vulnerability of
new gaming projects to uncertain demand and difficulties in
managing initial costs, often leading to poor profitability in the
first several months of operations," said Standard & Poor's credit
analyst Michael Listner.  "We are concerned that the interest
reserve account in this case does not provide sufficient cushion
against a slow ramp-up of the property."

In addition, the rating reflects:

The risk of construction delays and cost overruns (a guaranteed
maximum price contract is not yet finalized, although the company
has indicated that one will be in place by the closing of the
proposed financing), HSP's limited diversity as an operator of a
single property, andAn expectation for heightened competition over
the intermediate term from additional gaming capacity from the
proposed Foxwoods Casino in Philadelphia.

The property does, however, benefit from a sizable population base
in the greater Philadelphia metropolitan area and solid slot
machine revenue metrics generated by the company's closest
competitors, Philadelphia Park and Chester Downs, located within a
20-mile radius of the casino site.  In addition, while the owners
have contributed a substantial amount of equity to the project, it
is in the form of preferred interests on which a return accrues
and on which there is a 10-year repayment obligation.  While the
credit agreement restricts cash distributions to the equity
holders, the form of preferred equity appears to contemplate a
future cash-out transaction, which could increase refinancing risk
at the time the senior credit facilities mature.

Given its private ownership status, HSP will not be publicly
disclosing its financial information.


ICON REALTY: U.S. Trustee Sets Meeting of Creditors for August 14
-----------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in Icon Realty Corp.'s Chapter 11 case on August 14, 2009, at
2:30 a.m.  The meeting will be held at the Office of the United
States Trustee, 80 Broad Street, Fourth Floor, New York City.

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.

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


IMAGE ENTERTAINMENT: Defers $4-Mil. Payment on 7.875% Note
----------------------------------------------------------
Image Entertainment, Inc., has entered into a Second Amendment and
Exchange Agreement with the holder of its 7.875% Senior
Convertible Note pursuant to which the Company issued an Amended
and Restated Secured Convertible Note in exchange for the Original
Note.

The amendment serves to defer until October 30, 2009, a $4 million
principal payment that the holder of the Original Note could have
required the Company to pay on July 30, 2009.  The amendment
further provides that the Installment will be further deferred
until November 30, 2009, if the Company enters into a written
agreement with a bona fide purchaser, prior to October 30, 2009,
that would result in a change of control of the Company.

Upon the occurrence of a default, the Original Note provided the
Holder the right to demand redemption of the Original Note at a
price equal to 120% of the sum of the then outstanding principal
amount, accrued interest and penalties, and provided for default
interest at the rate of 12.0%.  In addition, upon a change in
control, the Original Note granted to the Holder the right to
demand redemption of the Original Note at a price equal to 120% of
the sum of the then outstanding principal amount, accrued but
unpaid interest and penalties.  The New Note eliminates provisions
relating to redemption premium in the event of default or a change
in control in exchange for increasing the principal amount from
$13,000,000 to $15,700,792.60, and increases the interest rate to
8.875%, beginning July 31, 2009.  The default interest rate
remains 12.0%, should any future event of default occur.

The Exchange Agreement avoids a default and allows the Company and
its financial advisor, Houlihan Lokey Howard & Zukin Capital,
Inc., to continue the process of evaluating strategic
alternatives, including potential financing or sale transactions,
without the necessity of funding the Installment on July 30, 2009.

Wachovia Capital Finance Corporation, the Company's senior lender,
and the Holder are parties to a Subordination Agreement which
provides, among other things, that in the event of a default under
the New Note, Wachovia has the right to prevent the Holder from
taking certain action to enforce its rights under the New Note for
up to 180 days.  In connection with consenting to the Exchange
Agreement, Wachovia Capital Finance Corporation, has agreed that
the 180 day Standstill Period will be deemed to begin running on
July 31, 2009.

Jeff M. Framer, President of Image, stated, "The extension is an
important step in our ongoing process.  While it is not possible
to predict the future, the Holder's much-appreciated forbearance,
as well as Wachovia's consent to the amendment, will serve to
clear a path for us to evaluate any and all strategic
opportunities."

                     About Image Entertainment

Headquartered in Chatsworth, California, Image Entertainment, Inc.
-- http://www.image-entertainment.com/-- is an independent
licensee and distributor of entertainment programming in North
America, with roughly 3,200 exclusive DVD titles and roughly 340
exclusive CD titles in domestic release and roughly 400 programs
internationally via sublicense agreements.  For many of its
titles, the Company has exclusive audio and broadcast rights and,
through its subsidiary Egami Media, Inc., has digital download
rights to roughly 2,000 video programs and over 300 audio programs
containing more than 5,100 tracks.


INTEGRITY BANK, JUPITER: Stonegate Bank Assumes All Deposits
------------------------------------------------------------
Integrity Bank, Jupiter, Florida, was closed July 31, 2009, by the
Florida Office of Financial Regulation, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Stonegate Bank, Fort Lauderdale, Florida, to assume
all of the deposits of Integrity Bank.

The sole office of Integrity Bank will reopen August 3, Monday, as
a branch of Stonegate Bank.  Depositors of Integrity Bank will
automatically become depositors of Stonegate 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 Stonegate Bank can fully integrate
the deposit records of Integrity Bank.

As of June 5, 2009, Integrity Bank had total assets of
$119 million and total deposits of approximately $102 million.
Stonegate Bank paid a premium of 0.20 percent to acquire all of
the deposits of the failed bank.  In addition to assuming all of
the deposits of the failed bank, Stonegate Bank agreed to purchase
approximately $52 million of 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 1-866-954-9535.  Interested parties can also
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/integrity-fl.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $46 million.  Stonegate Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  Integrity Bank is the 66th FDIC-insured
institution to fail in the nation this year, and the fourth in
Florida. The last FDIC-insured institution to be closed in the
state was BankUnited, FSB, Coral Gables, on May 21, 2009.


JAMES STEPHENS: Wants Access to Cash Securing Loan with Lenders
---------------------------------------------------------------
James C. Stephens asks the U.S. Bankruptcy Court for the Eastern
District of Wisconsin to authorize the use of its lenders' cash
collateral.

Certain of the real property liens may have been perfected against
the Debtor's properties.

The Debtor relates that:

   -- M&I Marshall & Ilsley Bank claims an interest in the
      Debtor's rents.  M&I Bank is represented by Jeffrey Schuster
      of Stupar, Schuster, & Cooper, S.C. at 633 West Wisconsin
      Avenue, Milwaukee, Wisconsin, Tel: (414) 271-8833.

   -- BBM Enterprises, Inc., holds a second mortgage of $150,000
      on the Debtor's property.

   -- Jeanne Welsh and Robert Rainek have a second mortgage on a
      number of the Debtor's properties.

                 Interim Use of Cash Collateral

M&I Marshall & Ilsley Bank allowed, on a temporary basis, the
Debtor to use cash collateral for payment of expenses in the
ordinary course of business.

The Debtor agreed to make an adequate protection payment of
interest of $5,290 on July 21, 2009, and a principal payment to
the bank on the same date of $4,112.  These will be the principal
and interest payment for the period July 14, 2009 to August 13,
2009.

The Debtor also agreed to make tax escrow payment of $4,604 on no
later that July 31.

                     About James C. Stephens

James C. Stephens is in the business of owning, operating and
managing residential and commercial property, real property in the
State of Wisconsin.

Milwaukee, Wisconsin-based James C. Stephens, aka Cass Stephens,
filed for Chapter 11 on July 14, 2009 (Bankr. E. D. Wis. Case No.
09-29970).  Jonathan V. Goodman, Esq., represents the Debtor in
his restructuring efforts.  The Debtor, in his petition, said that
both its assets and debts range from $10,000,001 to $50,000,000.


JOHN BUCHANAN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: John W. Buchanan
               Joanne E. Buchanan
               PO Box 23228
               Silverthorne, CO 80498

Bankruptcy Case No.: 09-25450

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Debtors' Counsel: Jon S. Nicholls, Esq.
                  1850 Race St.
                  Denver, CO 80206
                  Tel: (303) 329-9700
                  Email: jon.nicholls@nichollslaw.com

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

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

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

          http://bankrupt.com/misc/cob09-25450.pdf

The petition was signed by the Joint Debtors.


JONATHAN MADAMBA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Jonathan Madamba
        2424 82nd Ave Se
        Mercer Island, WA 98040

Bankruptcy Case No.: 09-17658

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: David H. Fuller, Esq.
                  Law Office of David H. Fuller
                  1316 Central Ave S., Suite 102
                  Kent, WA 98032
                  Tel: (253) 520-2972
                  Email: electronicnotice@toughtimeslawyer.com

Total Assets: $1,593,571

Total Debts: $2,113,713

A full-text copy of Mr. Madamba's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/wawb09-17658.pdf

The petition was signed by Mr. Madamba.


KENTUCKY PROCESSING: U.S. Trustee Not Entitled to Quarterly Fee
---------------------------------------------------------------
WestLaw reports that a bankruptcy judge in Kentucky has held that
the federal statute obligating a Chapter 11 debtor whose case has
not been closed, converted or dismissed to pay, as a quarterly fee
to the United States Trustee (UST), the sum of $325 for "each
quarter in which disbursements total less than $15,000" did not
obligate the debtor to pay any fee for quarters in which there
were no disbursements.  Regardless of whether the plural term
"disbursements" was interpreted to include the singular, the
statute authorized imposition of fee only for quarters in which
there were either plural "disbursements" or at least one singular
"disbursement," not in which the disbursements were zero, which
was neither singular nor plural, and any "total[ing]" of which
would be an exercise in futility.  In re Kentucky Processing Co.,
--- B.R. ----, 2009 WL 1883969 (Bankr. E.D. Ky.).

Kentucky Processing Company sought Chapter 11 protection (Bankr.
E.D. Ky. Case No. 98-52437) on September 25, 1998.  Unsuccessful
in its efforts to formulate a plan of reorganization, the debtor
filed a liquidating chapter 11 plan that provided for the sale of
its assets by auction.  That plan was confirmed by the bankruptcy
court on May 31, 2001.


KEVIN NG: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------
Joint Debtors: Kevin Ng
               Gina Ng
               13911 Old Sheridan St.
               Southwest Ranches, FL 33330

Bankruptcy Case No.: 09-25656

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtors' Counsel: Stan Riskin, Esq.
                  950 S Pine Island Rd #A-150
                  Plantation, FL 33324
                  Tel: (954) 727-8271
                  Fax: (954) 727-8274
                  Email: slriskin@aol.com

Total Assets: $3,573,400

Total Debts: $2,431,436

A full-text copy of the Debtors' petition, including a list of
their 7 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/flsb09-25656.pdf

The petition was signed by the Joint Debtors.


KNOLOGY INC: S&P Changes Outlook to Positive; Affirms 'B' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
West Point, Georgia-based cable overbuilder Knology Inc. to
positive from stable.  At the same time, S&P affirmed its 'B'
corporate credit rating and all other ratings on the company.
Total debt outstanding as of March 31, 2009, was $612 million.

"The outlook revision reflects S&P's expectations for steady
operating performance for full-year 2009," said Standard & Poor's
credit analyst Allyn Arden, "despite maturing industry conditions,
sufficient to generate healthy net free cash flow, which S&P
expects will be used for debt reduction."  As a result, S&P
believes that key credit measures will improve over the next year.
Total debt to EBITDA was 4.4x as of March 31, 2009, and if Knology
can reduce leverage to below 4x on a sustained basis, S&P could
raise the ratings.


LA PALOMA: S&P Downgrades Ratings on $245 Million Loan to 'B-'
--------------------------------------------------------------
Standard & Poor's Rating Services lowered its ratings on La Paloma
Generating Co. LLC's $245 million secured first-lien term loan B
due 2012, its $65 million working-capital facility due 2010, and
its $40 million synthetic letter of credit (LOC) facility due 2012
to 'B-' from 'B'.  In addition, Standard & Poor's lowered its
rating on the issuer's second-lien $155 million term loan C due
2013 to 'CCC-' from 'CCC'.  The outlook is negative.

The recovery rating on the secured first-lien term loan B,
working-capital facility, and synthetic LOC facility was lowered
to '2' from '1.'  The recovery rating of '2' indicates an
expectation of substantial recovery (70%-90%) in the event of a
default.  The recovery rating on the second-lien term loan C was
lowered to '6' from '5.'  The recovery rating of '6' indicates an
expectation of negligible (0%-10%) recovery in the event of a
default.

The lowered ratings follow the project's continued weak financial
performance due to lower-than-expected earnings.  La Paloma's debt
service coverage ratio, calculated per its bond indenture,
exceeded the 1.2x minimum covenant requirement.  Recent failures
to make anticipated pay downs of working capital facilities
maturing in 2010, coupled with weak DSCRs, have led to the
downgrade.

"The outlook and rating could improve if the project improves its
financial and operating performance, and significantly pays down
its working capital," said Standard & Poor's credit analyst
Terrence Marshall.  "Further deterioration in the liquidity
position, or the financial or operational performance could lead
to further downgrades."

La Paloma, a Delaware limited liability company, used the loan
proceeds, together with third-party equity infusions, to acquire a
1,022 megawatt, combined cycle, gas-fired power plant located near
McKittrick, Calif., for $561 million, or about $547/kW.  The plant
has been in service since March 2003.


LANDAMERICA FIN'L: Motion to Enter Into Cash Balance Plan Deals
---------------------------------------------------------------
Debtor LandAmerica Financial Group Inc. sought and obtained from
the Court an order approving its entry into "Cash Balance Plan
Agreements," comprised of:

  (A) an Administrative Services Agreement dated July 2, 2009,
      by and between LFG, the LandAmerica Cash Balance Plan, and
      Mercer (US) Inc.;

  (B) an Investment Management Agreement dated July 9, 2009, by
      and between LFG, the Cash Balance Plan, and Mercer Global
      Investments, Inc.; and

  (C) a Fiduciary Agreement dated July 10, 2009, by and between
      LFG and Fiduciary Counselors Inc.

LFG sponsors the Cash Balance Plan, which is a defined benefit
pension plan subject to Title IV of the Employee Retirement
Income Security Act of 1974 that is within the jurisdiction of
the Pension Benefit Guaranty Corporation.  SunTrust Banks, Inc.
is the trustee of the Cash Balance Plan.  LFG is the Cash
Balance Plan's "administrator" within the meaning of Section
3(16) of ERISA.  Plan administrative duties and day-to-day
operations of the Cash Balance Plan are presently performed by
LFG staff and certain retained professionals.

The Cash Balance Plan's enrolled actuary, Mercer, certified that
the Cash Balance Plan has an Adjusted Funding Target Attainment
Percentage of 105.06% for the plan year beginning January 1,
2009, determined in accordance with proposed Treasury Regulations
Section 1.436-1(j), based on an actuarial value of plan assets at
January 1, 2009, of $247,777,571 and an adjusted funding target
at January 1, 2009, of $235,844,316.  Although the Cash Balance
Plan's AFTAP funding exceeds 100%, the termination liability of
the Cash Balance Plan is believed to exceed the current market
value of Cash Balance Plan assets.  The values of Cash Balance
Plan assets and liabilities change daily depending on market
conditions, interest rates, and the cost of annuities needed to
terminate the Cash Balance Plan.

The standard termination process of the Cash Balance Plan can
take more than a year from the time the process begins.  LFG
intends to effect a standard termination of the Cash Balance
Plan, depending on market performance and Cash Balance Plan asset
performance over the coming months to avoid unfunded benefit
liabilities and potential termination premiums associated with
distress or PBGC-initiated termination.

In anticipation of LFG's eventual dissolution and in its desire
to effectuate a standard termination, LFG has sought to identify
an appropriate replacement administrator for the Cash Balance
Plan to serve in that capacity, both before and after LFG's
dissolution.  LFG has selected Fiduciary Counselors Inc. to serve
as the new Plan Administrator.  LFG's dissolution will also
result in the loss of those currently responsible for managing
the Cash Balance Plan's investments.  LFG has chosen Mercer
Global Investments, Inc., to take over that investment management
role.  The new Plan Administrator will have numerous
responsibilities and tasks to complete in order to manage the
Cash Balance Plan effectively, as well as to effectuate a prompt
and orderly termination of the Cash Balance Plan.   LFG has
selected Mercer (US) Inc. to provide the necessary Administrative
Services for the Cash Balance Plan and the Plan Administrator.

                  Services To Be Provided By Mercer

Pursuant to the Administrative Services Agreement, Mercer USA
will be responsible for various services related to
administration of the Cash Balance Plan.  Those Administrative
Services will include:

  -- establishing a call center to support participant needs,
     including third party pension verification requests,
     estimated pension calculations, and projections and final
     calculations of individual benefits for active, terminated
     and other Cash Balance Plan participants;

  -- processing claims and payments to Cash Balance Plan
     participants in accordance with ERISA and other applicable
     law;

  -- preparing retiree packets for prospective active or prior
     deferred vested commencements twice per month;

  -- creating and managing a Cash Balance Plan participant
     database including all active, terminated vested and
     retired participants containing all data needed to
     administer the Cash Balance Plan;

  -- assisting the Plan Administrator with compliance processes,
     including mailing the annual funded status notice as
     supplied by the Cash Balance Plan's actuary; and

  -- providing regular reports to the Plan Administrator of
     Mercer USA's progress, including the status of pension and
     related benefit calculations and the number of inquiries
     from Cash Balance Plan participants.

Mercer USA's compensation for these administrative services will
be paid from Cash Balance Plan assets and will consist of a one-
time Implementation Fee totaling $125,000, and estimated Annual
Ongoing Fees.  The Annual Fees are expected to total $230,000:


                       Expected     Fee Per
    Category           Transactions Transaction Expected Fees
    -----------------  ------------ ----------- -------------
    Annual fixed fees                                $118,000
    Calculation fees          325         $220        $71,500
    Participant call fees   1,620          $25        $40,500
    -----------------  ------------ ----------- -------------
    Total Annual Fees                                $230,000
                                                =============

In addition, Mercer USA may also incur fees for assistance with
calculations and election form preparation as needed during the
implementation period at an expected hourly billing rate between
$200 and $330.  Mercer USA will also provide assistance in
verifying data for vested terminated participants with limited
benefit information as well as for participant groups with known
data inconsistencies, with fees for the services of $15,000 to
$25,000 for the initial data work, and $200 per hour or $1,600
per 8-hour day for the on-site assistance, plus travel expenses
and accommodations, if needed.  Mercer USA will perform the
annual actuarial valuation, produce the necessary government
filings, and assist with benefit calculations prior to the
implementation date.  Fees for the Ongoing Actuarial Services are
expected to be between $130,000 and $150,000 for services
provided in 2009.  All of fees will be invoiced to the Cash
Balance Plan on a monthly basis and paid out of Cash Balance Plan
assets.

In the unlikely event certain fees are not paid from Cash Balance
Plan assets, subject to the satisfaction of the requirements of
Section 503 and the approval of the Court, Mercer USA will be
entitled to an administrative priority claim for the outstanding
fees incurred while LFG is a debtor.

Additionally, any indemnification or other claim made against LFG
by Mercer USA will not be payable until approved and allowed as
an administrative expense claim by the Court.  LFG will indemnify
and hold Mercer USA harmless from and against any actions and
losses based upon infringement of any applicable intellectual
property or Plan Administrator's breach of the confidentiality
provisions of the Agreement.

                 Services to Be Provided By MGI

Pursuant to the Investment Management Agreement, Mercer Global
Investments, Inc., will be appointed to serve as an "investment
manager" within the meaning of Section 3(38) of ERISA, and will
be responsible for providing various services related to the
managing of investments held by the Cash Balance Plan.  These
Investment Management Services will include:

  -- drafting a Statement of Investment Policy once an
     investment strategy and a portfolio structure are
     established, which will be reviewed for formal approval and
     adoption by the Clients.

  -- providing written reviews, at least quarterly, of
     investment performance and the underlying asset classes
     versus appropriate benchmarks, peer portfolios, and
     indices;

  -- purchasing, selling, or otherwise dealing with any
     securities held by the Cash Balance Plan;

  -- maintaining the assets in the Cash Balance Plan that are
     invested in short-term income-producing instruments for the
     periods of time as will be deemed reasonable and prudent;

  -- determining how to vote all proxies received with respect
     to securities held by the Cash Balance Plan;

  -- selecting broker-dealers and placing orders with any
     broker-dealer so selected;

  -- selecting and appointing sub-advisors to manage the assets
     of the Cash Balance Plan;

  -- delivering to the Cash Balance Plan periodic statements
     showing all investments of the Cash Balance Plan; and

  -- performing any other acts necessary to carry out MGI's
     obligations under the Investment Management Agreement.

The compensation paid to MGI under the Investment Management
Agreement is based on an annual fee which is accrued daily and
paid to MGI on a quarterly basis, payable in arrears within 30
days following the rendering of the invoice with respect to
the quarter to which they relate.  The annual rate is 0.39% of
assets under management.  The fee is based on a minimum account
size of $160 million and a targeted asset allocation as approved
by the Clients as of July 9, 2009.

Any indemnification or other claim made against LFG by MGI will
not be payable until approved and allowed as an administrative
expense claim by the Court.  LFG will indemnify and hold harmless
MGI against any claims, losses, liabilities, or damages arising
from (i) any breach of the Agreement, (ii) any inaccuracy or
incompleteness of either the representations and warranties set
forth in the Agreement, and (iii) any violation of applicable
law.

                 Services to Be Provided By FCI

Pursuant to the Fiduciary Agreement, Fiduciary Counselors Inc.
will be appointed to perform the obligations of a plan
administrator under ERISA Section 3(16).  FCI will also serve as
the named fiduciary under the Cash Balance Plan and perform other
Cash Balance Plan related services.  Those Plan Services will
include:

  -- monitoring the performance of other fiduciaries and service
     providers of the Cash Balance Plan, including entities
     providing trustee, investment management, administrative,
     and other services, and taking necessary or appropriate
     action to instruct, direct, replace or appoint fiduciaries
     and service providers to the Cash Balance Plan for the
     proper administration of the Cash Balance Plan and payment
     of benefits during the continuation of the Cash Balance
     Plan;

  -- taking necessary and appropriate action to maintain the
     Cash Balance Plan as a tax-qualified pension plan in
     accordance with the Internal Revenue Code and ERISA during
     the continuation of the Cash Balance Plan;

  -- cooperating with and taking appropriate action concerning
     the Court, PBGC, and other parties, in accordance with law
     and the duties of a plan administrator of the Cash Balance
     Plan;

  -- effectuating a standard termination of the Cash Balance
     Plan if plan assets are sufficient or a distress or PBGC-
     initiated termination if assets are not sufficient for a
     standard termination;

  -- reviewing with the appropriate fiduciaries and investment
     advisers the retention and replacement of investment funds,
     including the selection of investment funds;

  -- reviewing with the appropriate fiduciaries and investment
     advisers the most appropriate selection of a range of
     investment funds among investment categories, and see that
     appropriate investment policies, strategies, procedures and
     guidelines are maintained as needed;

  -- taking appropriate action, with appropriate fiduciaries and
     investment advisers, on any perceived need to change
     investment funds, as well as any changes in the risk
     profile of investments, with the objective of carrying out
     a standard termination of the Cash Balance Plan; and

  -- amending the Cash Balance Plan or the trust of the Cash
     Balance Plan to the extent necessary to effectuate any of
     the contemplated tasks.

The Cash Balance Plan will pay FCI a one time fee of $200,000 out
of plan assets upon approval of the Fiduciary Agreement by the
Court and a fee of $75,000 every six month period thereafter.
The Cash Balance Plan will also pay FCI out of Cash Balance Plan
assets for reasonable and necessary out-of-pocket expenses
incurred by FCI in connection with performing the Plan Services.

LFG may make payment to FCI, in LFG's business judgment and
without further Court order, in an individual payment amount up
to $75,000, and up to $200,000 in aggregate payments in any
twelve-month period, for fees, expenses, and other amounts that
may become payable under the Fiduciary Agreement but which are
not paid by the Cash Balance Plan.

Should the Fiduciary Agreement be terminated, all future payment
obligations will cease.  FCI will not be obligated to refund all
or any portion of a payment previously made.

The Cash Balance Plan will indemnify FCI against any losses to
which any Fiduciary Counselors Indemnitee may incur arising in
any manner in connection with the performance of the duties or
responsibilities of LFG or the Cash Balance Plan under the
Fiduciary Agreement, except that the Fiduciary Counselors
Indemnitee will not be so indemnified to the extent a court
determines in a final, non-appealable order that the losses have
resulted from the breach of fiduciary duty, bad faith,
negligence, fraud or willful misconduct.   To the extent the Cash
Balance Plan does not satisfy a valid indemnification claim of a
Fiduciary Counselors Indemnitee, LFG will satisfy the
indemnification claim.

LFG avers that approving the Cash Balance Plan Agreements will
provide the Cash Balance Plan fiduciary, investment management,
and plan administrative services needed to maintain the Cash
Balance Plan in accordance with legal requirements and to
achieve, if possible, a standard termination of the Cash Balance
Plan that will benefit not only Cash Balance Plan participants,
but also the Debtor's estate by avoiding or mitigating a Cash
Balance Plan funding deficiency with resulting liability to the
Pension Benefit Guaranty Corporation.

Copies of the Cash Balance Plan Agreements are available for free
at http://bankrupt.com/misc/LandAm_CashBalancePlanAgreements.pdf

                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion
W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods
LLP are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: LTC Wants Stay Enforced on 2 Calif. Actions
--------------------------------------------------------------
By this motion, Debtor LandAmerica Title Company asks the
Bankruptcy Court to enforce the automatic stay with respect to two
proceedings originally commenced in a California State Court.  The
Enforcement Proceedings consist of:

  (1) An Enforcement Action commenced by John Chiang, Controller
      of the State of California in Superior Court of
      California, County of Los Angeles against LTC and its
      parent company Nations Holding Group.  The Controller
      seeks to obtain approximately $9.1 million in purported
      "unclaimed" property that it alleges escheated to
      California under its Unclaimed Property Law.

  (2) A Writ Action whereby LTC challenges, by writ of
      administrative mandamus, the propriety of the substantive
      and procedural underpinnings of the audit conducted by the
      State of California, which forms the basis for the
      Enforcement Action.

The Enforcement Action and the Writ Action are, in essence, the
flip sides of the same coin.  The Actions raise the central
question of whether the property at issue -- notably including
the proceeds from certain arbitrage transactions effectuated by
LTC prepetition -- rightfully belongs to California, by escheat,
or to LTC and Nations Holding.

Related motions are pending before several other courts, and the
Parties are attempting to reach a settlement as to the various
open issues and to create a multiple-court calendar that promotes
efficiency and judicial economy.  Accordingly, the Parties
entered into a Court-approved stipulation permitting these
changes to the schedules on the Motion:

  (a) The Controller's time to respond to the Motion is extended
      through August 7, 2009.

  (b) The hearing on the Motion will be held on August 25, 2009,
      at 11:00 a.m.

The Court previously approved a similar stipulation wherein the
Controller was allowed to respond to the Motion by July 17, 2009,
and for the Court to hear the Motion on July 21.

                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion
W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods
LLP are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: Court OKs Sale of Shares in RealEC to LPS
------------------------------------------------------------
The Bankruptcy Court authorizes debtor LandAmerica Financial
Group, Inc., to sell its shares in RealEC Technologies, Inc., to
LPS Asset Management Solutions, Inc.

All objections to the Sale Motion that have not been withdrawn,
waived, or settled as announced to the Court at the Sale Hearing
or by stipulation filed with the Court, and all reservations of
rights, are overruled on the merits or the interests of the
objections have been otherwise satisfied or adequately provided
for.

The RealEC Shares Sale Purchase Agreement and all ancillary
documents are approved.

Pursuant to Sections 105(a), 363(b) and 363(f) of the Bankruptcy
Code, LFG is authorized to transfer the Purchased Interests to
LPS Asset Management on the Closing Date.  The Purchased
Interests will be transferred to LPS upon and as of the Closing
Date and the transfer will constitute a legal, valid, binding and
effective transfer of the Purchased Interests and upon LFG's
receipt of the purchase price, will be free and clear of all
Liens.

All persons and entities holding Liens or interests in any
portion of the Purchased Interests are forever barred, estopped
and permanently enjoined from asserting against LPS or their
successors or assigns, their property, or the Purchased
Interests.

Any persons and entities that are in possession of some of the
Purchased Interests on the Closing Date are directed to surrender
possession of the Purchased Interests to LPS or its assignee at
the Closing.

A full-text copy of the SPA dated June 21, 2009, is available for
free at http://bankrupt.com/misc/LandAm_RealECPSA_June21.pdf

                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion
W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods
LLP are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LAS VEGAS SANDS: Bank Debt Trades at 22% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 77.13 cents-
on-the-dollar during the week ended Friday, July 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 3.25
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 July 31,
among the 144 loans with five or more bids.

Las Vegas Sands Corp.  -- http://www.lasvegassands.com/-- and its
subsidiaries develop multi use integrated resorts worldwide.  It
owns the Venetian resort-hotel-casino and the Sands Expo and
Convention Center in Las Vegas, Nevada; and The Sands Macao Casino
in Macao, the People's Republic of China. Venetian Macao is a
wholly-owned subsidiary of Las Vegas Sands Corp.  VML owns the
Sands Macao in the People's Republic of China Special
Administrative Region of Macao and is also developing additional
casino hotel resort properties in Macao.

On March 10, 2009, Moody's Investors Service lowered the Company's
Corporate Family Rating to B3 from B2 and assigned a negative
rating outlook.


LAS VEGAS SANDS: Posts $171.3MM Operating Loss on Writedown
-----------------------------------------------------------
Las Vegas Sands Corp. (NYSE: LVS), said that net revenue for the
quarter ended June 30, 2009, was $1.06 billion, a decrease of 4.8%
compared to $1.11 billion in the second quarter of 2008.
Consolidated adjusted property EBITDAR in the second quarter of
2009 decreased 14.0% to $247.6 million, compared to $287.9 million
in the year-ago quarter.

On a GAAP (Generally Accepted Accounting Principles) basis,
operating loss in the second quarter of 2009 was $171.3 million,
compared to income of $73.3 million in the second quarter of 2008.
The decrease in operating income was impacted by difficult
operating conditions, the settlement of a legal matter, a non-cash
impairment loss of $151.2 million, related principally to a
decrease in expected future proceeds from our sale of The Shoppes
at The Palazzo, and an increase in depreciation and amortization
expense.  Excluding the legal settlement and impairment loss,
operating income would have been $22.3 million.

Adjusted net income was $8.8 million, or $0.01 per diluted share,
compared to $30.9 million in the second quarter of 2008, or $0.09
per diluted share.  The decrease in adjusted net income of $22.1
million reflects reduced operating income for the aforementioned
reasons, partially offset by a decrease in net interest expense
and a benefit for income taxes.

On a GAAP basis, net loss attributable to common stockholders in
the second quarter of 2009 was $222.2 million, compared to a loss
of $8.8 million in the second quarter of 2008, resulting in a
diluted loss per share of $0.34 compared to $0.02 in the prior
year quarter.  The increase in net loss attributable to common
stockholders of $213.4 million reflects the after-tax impact of
the non-cash impairment loss, the legal settlement and the
increase in depreciation and amortization expense, as well as
$23.2 million in preferred stock dividends and accretion on
preferred stock of $23.1 million, partially offset by decreases in
corporate expenses, excluding the legal settlement, and net
interest expense.  Excluding the legal settlement and impairment
loss mentioned above, diluted loss per share would have been
$0.12.

                     Second Quarter Highlights

Sheldon G. Adelson, chairman and CEO, stated, "While our operating
results reflect the challenging economic environment, we remain
pleased that our properties in both Las Vegas and Macau continue
to generate solid cash flow.  We1 have made marked progress during
the quarter on the execution of each of the three principal
components of our business plan.  First, to maximize our cash flow
from current operations in Las Vegas and Macau through the
implementation of cost savings programs designed to right-size our
global operations; these savings programs are now targeted to
achieve at least $500 million in annualized cost reductions.
Second, to complete our Marina Bay Sands development in Singapore
in a timely and cost efficient manner.  Third, to enhance our
financial flexibility by advancing opportunities that will
increase liquidity and enable us to execute our de-leveraging
strategy.

"The operating performance of our Las Vegas and Macau properties
during the quarter again reflected the relative strength of our
diversified, convention-based business model.  Notably, The
Venetian Macao continued to attract large numbers of visitors,
with visits to the property during the second quarter increasing
by 7.1% compared to visits in last year's second quarter while
overall visitation to the Macau market as reported by the Macau
Government decreased by 13.2% during the quarter.  This 20
percentage point differential reflects the strong appeal of the
property despite the reported impact of the H1N1 virus on
visitation to the Macau market and The Venetian Macao.  Gaming
volumes at The Venetian Macao were up in total, with a notable
increase in slot handle.  In Las Vegas, our gaming volumes
remained healthy while RevPAR reflected pricing pressure."

                    Cost Savings Program Update

Mike Leven, president and COO, stated, "We continue to make
progress in reducing our cost structure and in the implementation
of operating efficiencies across our organization worldwide.
These ongoing efforts have enabled us to continue to produce solid
cash flow across our operations while positioning us to benefit
from meaningful operating leverage when economic conditions
improve.  While we have now increased our annualized cost savings
objective to more than $500 million across our entire
organization, we will continue to seek additional areas where
savings may be achieved.  In addition to the $500 million in
expense savings, we are avoiding over $100 million of annual costs
on a temporary basis.  We expect the $100 million cost avoidance
savings to erode over time as business conditions improve.

"With respect to our $500 million in cost savings programs, as of
June 30, 2009, we have successfully eliminated approximately 69%
of these costs from our current expense run rate, or approximately
$345 million on an annualized basis.  We expect to have
implemented 100% of our currently identified savings programs by
December 31, 2009, and to have eliminated these expenses from our
expense base as we enter the calendar year 2010.  With respect to
income statement realization of our cost savings programs, we
realized approximately $100 million of the implemented savings in
our historical financial statements in calendar year 2008, and we
expect to realize approximately $300 million of savings in
calendar year 2009, including approximately $70 million that was
realized in the second quarter of 2009.  Finally, in calendar year
2010, we expect to realize approximately $100 million in
additional savings from our initiatives implemented during
calendar year 2009."

                       About Las Vegas Sands

Las Vegas Sands Corp. -- http://www.lasvegassands.com/-- and its
subsidiaries develop multi use integrated resorts worldwide.  It
owns the Venetian resort-hotel-casino and the Sands Expo and
Convention Center in Las Vegas, Nevada; and The Sands Macao Casino
in Macao, the People's Republic of China.  Venetian Macao is a
wholly-owned subsidiary of Las Vegas Sands Corp.  VML owns the
Sands Macao in the People's Republic of China Special
Administrative Region of Macao and is also developing additional
casino hotel resort properties in Macao.

On March 10, 2009, Moody's Investors Service lowered the Company's
Corporate Family Rating to B3 from B2 and assigned a negative
rating outlook.


LEAR CORP: Bank Debt Trades at 26% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 73.35 cents-on-the-
dollar during the week ended Friday, July 31, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 5.50 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 July 31, among the 144 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)


LEAR CORP: Wins Approval of $500 Million Bankruptcy Loan
--------------------------------------------------------
Lear Corp. and its affiliates obtained the U.S. Bankruptcy Court
for the Southern District of New York's approval to dip their
hands into a $500 million superpriority senior secured credit
facility to protect their liquidity throughout their Chapter 11
cases.

The DIP Financing provides for a roll-over of the DIP Facility
into the Exit Facility to ensure continued liquidity of the
Debtors after they have completed their restructuring goals and
emerged from Chapter 11.

At the start of the Chapter 11 case, Marc Kieselstein, Esq., at
Kirkland & Ellis LLP, in New York, said the Debtors currently have
substantial cash in their possession that is not subject to the
prepetition interests of the Prepetition Secured Parties and that
is available to fund their business operations.  "The Debtors do
not require immediate access to postpetition financing but
eventually will require such access during the pendency of the
Chapter 11 Cases," Shari L. Burgess, Lear Corp.'s vice president
and treasurer, said in papers filed in Court.

The debtor-in-possession, or DIP, loan from a group led by
JPMorgan Chase & Co. and Citigroup Inc. can be rolled into an
exit loan when the company emerges from Chapter 11.

The salient terms of the DIP facility, as originally proposed by
the Debtors, are:

Borrower:      Lear Corporation

Guarantee &    Each of the direct and indirect domestic Wholly
Interdebtor    Owned Subsidiaries of the Borrower signatory to
Claims:        the DIP Credit Agreement, each of which is a
               debtor and a debtor-in-possession in these
               Chapter 11 Cases.  No Canadian or other non-
               domestic Subsidiaries of the Borrower will be
               Guarantors of any DIP Obligation.

DIP Agent:     JPMorgan Chase Bank, N.A

DIP Arranger:  J.P. Morgan Securities Inc. and Citigroup Global
               Markets Inc.

Type, Amount,  An aggregate principal amount of $500 million
and Fund       will be available to the Borrower.
Availability:

Maturity:      The earliest of (a) the later of (i) the date that
               is 12 months from the initial closing of the DIP
               Facility or (ii) upon effectiveness of the
               Extension Option, the date that is 15 months from
               the Closing Date; (b) the date of substantial
               consummation of a confirmed plan of
               reorganization; or (c) the acceleration of the
               Loans in accordance with the provisions of the DIP
               Credit Agreement.

               The Debtors may give written notice within 30 days
               prior to the Scheduled Maturity Date of their
               intention to extend the DIP Facility by three
               months to the date that is 15 months from the
               Closing Date, upon payment of a 1% fee and upon
               the condition that no Default or Event of Default
               under the DIP Facility is then continuing.

Use of Funds:  The proceeds of the DIP Facility will be used
               (a) for working capital and other general
               corporate purposes of Lear Corporation and its
               Subsidiaries and the payment of fees and expenses
               incurred in connection with entering into the DIP
               Credit Agreement and the transactions contemplated
               thereby, subject to the Final DIP Order; and (b)
               to make Adequate Protection Payments to, or for
               the benefit of, the Prepetition Agent.

Exit
Facility:      Upon satisfaction of the Initial Conditions to a
               contemplated Rollover, the DIP Facility will be
               converted into a three-year senior secured first
               lien term loan facility in an aggregate principal
               amount of $500 million, to reorganized Lear
               Corporation, as borrower, and guaranteed by
               reorganized Lear Corporation's direct and indirect
               domestic Wholly Owned Subsidiaries.

               The Debtors will be entitled to seek specific
               performance and injunctive or other equitable
               relief, including attorneys' fees and costs, as a
               remedy of any breach by the DIP Lenders of their
               obligation to convert the DIP Facility into the
               Exit Facility, and each party agrees to waive any
               requirement for the securing or posting of a bond
               in connection with that remedy.

Interest Rate: * For ABR Loans, the ABR rate plus 9.0% per annum
               * For Eurodollar Loans, the Eurodollar Rate (with
                 a floor of 3.5%) plus 10.0% per annum.

Exit Facility  On the effective date of a plan of reorganization
Commitment     under which the DIP Facility is converted into
Fee:           an Exit Facility, the Borrower agrees that
               reorganized Lear Corporation will, at its sole
               election, (i) issue to the DIP Lenders warrants to
               purchase a number of shares of common stock of
               reorganized Lear Corporation with a value as of
               the Plan Effective Date equal to $25,000,000, with
               the Warrants to have the terms set forth on the
               DIP Credit Agreement and other customary terms, or
               (ii) pay in cash to each DIP Lender an amount
               equal to 5% of the principal amount of the DIP
               Lender's Loans that will be converted into the
               Exit Facility or any other exit facility.

Financial      The DIP Credit Agreement imposes certain negative
Covenants:     covenants on each Loan Party and its subsidiaries
               related to EBITDAR, liquidity and capital
               expenditures.  These financial covenants are:

               * EBITDAR Covenant. No Loan Party may permit the
                 Consolidated EBITDAR as of the last day of any
                 specific fiscal quarter, commencing October 3,
                 2009, to be less than these amounts on these
                 dates:

                                            EBITDAR must be
                  Period ending              no less than
                  -------------           ------------------
                  October 3, 2009              ($25 million)
                  December 31, 2009             $65 million
                  April 3, 2010                $100 million
                  July 3, 2010                 $200 million
                  October 2, 2010              $315 million

               * Liquidity Covenant. No Loan Party may permit its
                 level of Liquidity, as of the last day of any
                 fiscal month, commencing August 1, 2009, to
                 be less than these amounts on these dates:

                                           Liquidity must be
                  Period                     no less than
                  -------------           ------------------
                  Aug. 1-Dec. 31, 2009        $900 million
                  Jan. 30-Oct. 2, 2010        $700 million

               * Capital Expenditures. No Loan Party may permit
                 the aggregate amount of Capital Expenditures
                 made by the Loan Parties during any fiscal
                 quarter, commencing October 3, 2009, to exceed
                 these amounts as of these dates:

                                         Capital Expenditures
                  Period ending          must be no less than
                  -------------          --------------------
                  October 3, 2009              $50 million
                  December 31, 2009           $100 million
                  April 3, 2010               $140 million
                  July 3, 2010                $180 million
                  October 2, 2010             $230 million

Events of     (1) Judgments or decrees in excess of $10 million
Default:          required to be satisfied as an administrative
                  expense claim are entered after the Petition
                  Date against any Loan Party and not vacated,
                  discharged, stayed or bonded pending appeal
                  within 45 days of entry.

              (2) The Debtors fail to file a plan that conforms
                  substantially with the terms of the plan term
                  sheet, or which pays the DIP Obligations in
                  full and an accompanying disclosure statement
                  within 210 days of the Petition Date or at some
                  later date as may be agreed to by the DIP
                  Agent.

              (3) The Court confirms a plan of reorganization
                  that does not provide for payment or assumption
                  of the DIP Obligations on the Consummation Date
                  or enters an order dismissing any of the
                  Chapter 11 Cases that does not provide for
                  payment of the DIP Obligations or any Debtors
                  seek support for the same.

              (4) The Conforming Plan does not become effective
                  within 365 days of the Petition Date or at some
                  later date as may be agreed to by the DIP
                  Agent.

The Wall Street Journal previously said that Carl Icahn and
Kohlberg Kravis & Roberts are among the syndicate of secured
lenders led by JPMorgan Chase & Co. and Citigroup Inc. providing
the $500 million new financing to support Lear during its
bankruptcy case.

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of US$1,270,800,000 against
debts of US$4,536,000,000.

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


LYONDELL CHEMICAL: Committee Now Has Right to Pursue Lender Claims
------------------------------------------------------------------
Judge Gerber of the U.S. Bankruptcy Court for the Southern
District of New York gave the Official Committee of Unsecured
Creditors in Lyondell Chemical Co. and its affiliates' cases
standing to pursue its complaint against banks and certain of the
Debtors' directors and officers pursuant to a December 2007 merger
of Lyondell Chemical Company and Basell AF. S.C.A., Reuters
reported.

The Court entered its formal order approving the Committee's
Motion for Standing on July 27, 2009.

Prior to the Court's entry of its Order, the Committee told the
Court that the Debtors' proposal for the bifurcation of the
Fraudulent Claims and the expedited trial of the Financial
Condition issue is inefficient, impractical, and not calculated
to lead to an early disposition of the Claims.  In light of the
Debtors' refusal to prosecute or even to commit to prosecute the
Insider Claims, the Debtors' proposal that the Court defer its
decision with respect to those Claims is unwarranted and contrary
to the principles governing derivative standing, the Committee
argued.  Accordingly, the Committee asked the Court to confer it
standing so as to permit the proposed complaint in its entirety
to be filed and served.  Once parties have been served with the
complaint and are unable to consensually agree to a pre-trial
schedule, then the Court may then establish an appropriate pre-
trial and trial schedule, the Committee said.

In response, the Debtors insisted that the Court should defer its
decision of certain claims alleged by the Committee against
Access Group and the Directors and Officers to permit the Debtors
to meet the deadlines in the DIP Credit Agreements.  The Debtors
estimate that the pendency of their Chapter 11 cases is costing
their estates more than $100 million per month.  The Debtors
stressed that they cannot afford any delay to emergence caused by
the pendency of the litigation claims.   Thus, the Debtors
asserted that only the claims that have a direct impact on
emergence should be prosecuted prior to confirmation of a plan of
reorganization.

LeverageSource and Ad Hoc Secured Lenders pointed out that an
expedited trial and pre-trial determination of key gate-keeping
issues should proceed in a manner that allows the Debtors to
comply with the DIP Financing milestones.  As the actual holders
of the largest portion of the Prepetition Secured Credit
Facility, LeverageSource argued that an expedited trial is
essential to preserving the value of the Debtors' estates.

Citibank, N.A.; as joined by UBS Securities LLC; Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Merrill Lynch Capital
Corporation; Goldman Sachs Credit Partners, L.P.; and ABN AMRO
Incorporated and ABN AMRO Bank, N.V., for their part, argued that
the Debtors' proposal of a quick trial on the "Financial
Condition Issue" is completely inappropriate for a case of this
magnitude.  While the Debtors may believe it is in their interest
to get this lawsuit "out of the way," a quick trial without
adequate time to prepare is not in the interest of the Arrangers,
who must be given the time and due process afforded to all
defendants under the Federal Rules of Civil Procedure to defend
against the allegations in the Complaint, they pointed out.
Accordingly, the Arrangers asked the Court to decide on the
Committee's Motion for Standing, but not impose a case management
order providing for bifurcation and expedition of the Financial
Condition Issue, as the Debtors and Access had proposed.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D. N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan, which comprises a
$3.25 billion in new loans and a $3.25 billion roll-up of existing
loans; and a $1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Committee Sues Lenders on 2007 Merger
--------------------------------------------------------
In accordance with the Bankruptcy Court's ruling dated July 27,
2009, the Official Committee of Unsecured Creditors, on behalf of
Lyondell Chemical Co. and its affiliates, brought to the Court its
complaint alleging fraudulent transfer, equitable subordination,
breach of fiduciary duty, mismanagement claim and tort claim under
Luxembourg law, aiding and abetting breach of fiduciary duty,
avoidable preference, breach of contract, and avoidance of
unperfected senior liens, against:

  Citibank, N.A., London Branch; Citibank International PlC;
  Citigroup Global Markets Inc.; Deutsche Bank Trust Company
  Americas,; Goldman Sachs International; Merrill, Lynch,
  Pierce, Fenner, & Smith Inc.; Merrill Lynch Capital
  Corporation; ABN AMRO Incorporated; ABN AMRO Bank N.V.; UBS
  Securities LLC; Leonard Blavatnik; AI Chemical Investments
  LLC; Nell Limited; Access Industries, Inc.; Access Industries
  Holdings LLC; AI International, S.A.R.L.; Deutsche Bank
  Securities, Inc.; Perella Weinberg Partners LP; Dan F. Smith;
  Carol A. Anderson; Susan K. Carter; Stephen I. Chazen; Travis
  Engen; Paul S. Halata; Danny W. Huff; David J. Lesar; David
  J.P. Meachin; Daniel J. Murphy; William R. Spivey; Morris
  Gelb; T. Kevin DeNicola; Edward J. Dineen; Kerry A. Galvin;
  John A. Hollinshead; James W. Bayer; W. Norman Phillips; C.
  Bart de Jong; Richard Floor; R. Kent Potter; Lincoln Benet;
  Lynn Coleman; Philip Kassin; Alan S. Bigman; Kevin R.
  Cadenhead; Charles L. Hall; Francis P. McGrail; Rick Fontenot;
  Michael P. Mulrooney; Kevin E. Walsh; John Fisher Gray; Gary
  L. Koehler; Simon Baker; Dawn Shand; Bertrand Duc;
  LeverageSource III S.A.R.L, individually as a holder through
  purchase of obligations under the Senior Credit Facility, and
  as class representative for all other holders through purchase
  of obligations under the Senior Credit Facility; and Barclays
  Global Investors, N.A., individually and as class
  representative for all of the holders of Lyondell Common Stock
  who received proceeds from the consideration in payment for
  the purchase of their shares in connection with the
  acquisition of Lyondell Chemical Company by Basell AF S.C.A.

The Committee alleges, among other things, that Mr. Blavatnik
used highly leveraged Basell as a platform to acquire Lyondell in
a cash out merger of Lyondell shareholders funded entirely with
debt.  Every dollar of the $22 billion used to acquire Lyondell
and to fund $1 billion in transaction fees was borrowed money;
and the $48 per share price paid to Lyondell shareholders
pursuant to the Merger was an excessive price to foreclose the
possibility of a competitive bid.

The Committee further argues that Mr. Blavatnik was a major
beneficiary of this blowout price since, at the urging of Merrill
Lynch, he had acquired rights to nearly 10% of Lyondell's stock
shortly before Basell entered into an agreement to acquire
Lyondell.

            Chapter 11 Cases Caused by Merger

Edward S. Weisfelner, Esq., at Brown Rudnick LLP, in New York,
asserts that while the merger was being negotiated,
LyondellBasell Industries AF S.C.A. was insufficiently
capitalized to continue operations and had insufficient liquidity
to manage its volatile operating expenses.  Within three months
of the closing of the Merger, LBI was in a full-blown liquidity
crisis and was running out of money to fund its operations.  To
avoid a complete collapse, LBI put in place an emergency credit
facility from a Blavatnik-controlled affiliate to cover expenses
while it scrambled to upsize its third party credit facilities to
the maximum extent possible.  However, by November 2008, LBI
collapsed under the weight foisted upon it by the Merger.

Due to its overleveraged balance sheet and financial impairment,
LBI was unable to fund its operations, to pay its creditors when
due, and had no access to further borrowings, Mr. Weisfelner
says.  The financing package made by the investment banks that
committed to provide $22 billion to fund the Merger was
drastically re-priced, restructured, and re-sized to spruce it up
for syndication market.  While the repricing and restructuring of
the financing package did not avail the arranging banks in their
efforts to syndicate, it substantially increased the leverage and
thus the risk associated with the transaction, he stresses.

Accordingly, LBI, LyondellBasell Finance Company, Lyondell, its
major operating subsidiaries, and other of its direct and
indirect subsidiaries and affiliates wound up in bankruptcy a
year after the Merger.  The Debtors' Chapter 11 filing was the
entirely foreseeable and direct consequence of the Merger having
left the Debtors with unreasonably small capital for the
continuation of their businesses, insolvent, and unable to pay
their debts as they become due, Mr. Weisfelner asserts.

Accordingly, the Committee alleges fraudulent transfer under
Sections 544, 548(a) and 550 of the Bankruptcy Code against: (i)
the Senior Credit Facility Lender Parties and LeverageSource,
individually and as class representative of the Senior Credit
Facility Class; (ii) Bridge Loan Agreement Lender Parties; (iii)
Nell Limited and AI Chemical Investments LLC; (iv) Barclays
Global Investors, N.A., individually and as a class
representative of the shareholder class; (v) Lyondell Officers
and Directors; and (vi) Nell Limited, Goldman Sachs, Merrill
Lynch, Deutsche Bank, Citibank M&A, Citibank and Perella
Weinberg.

Mr. Weisfelner notes that on December 20, 2007, the Senior Credit
Facility Obligors incurred obligations under Senior Credit
Facility for the repayment of $9.55 billion and EUR1.3 billion in
principal amount of indebtedness and for interest, fees, and
penalties to accrue or to be incurred.  Similarly, the Bridge
Loan Obligors incurred obligations under the Bridge Loan
Agreement for the repayment of $8 billion in principal
amount of indebtedness and for interest, fees, and penalties to
accrue or to be incurred.  With the closing of the Merger,
certain Debtors transferred $523,803,305 of Merger Consideration
or "Toe Hold Payment I" to Basell Funding for ultimate receipt by
Nell Limited.  Moreover, to satisfy the obligation of a Blavatnik
affiliate, LyondellBasell Finance transferred $674,328,055 of
Merger Consideration or "Toe Hold Payment II to Merrill Lynch
Equity Derivatives.  Certain Debtors funded payment of the
Transactional Fees for $242,365,618.  Certain Debtors also
transferred to the Directors and Officers $133 million of the
proceeds of the Facilities to fund the Change of Control
Payments.  The Change of Control Payments were made within two
years of the Petition Date.  In addition, the Debtors transferred
$11.3 billion of the proceeds of the Facilities to fund the
payment of the Merger Consideration to shareholders of Lyondell.

Mr. Weisfelner argues that the Debtors did not receive reasonably
equivalent value or fair consideration in exchange of those
payments and for the incurrence of those obligations.  He
emphasizes that at the time of the Merger, each of the Debtors:
(i) was insolvent, or became insolvent as a result of those
transactions; (ii) was engaged or was about to engage in a
transaction for which the remaining assets were unreasonably
small in relation to the transactions; and (iii) intended,
believed, or reasonably should have believed that it would incur
debts beyond its ability to pay those debts as they become due.
The Committee believes that there were actual creditors of the
Debtors holding unsecured claims allowable under Sections 502 and
544(b).

Accordingly, the Committee asks the Court to enter a judgment:

(1) against (i) the Senior Credit Facility Lender Parties and
    LeverageSource, individually and as class representative of
    the Senior Credit Facility Class; (ii) Bridge Loan Agreement
    Lender Parties; (iii) Nell Limited and AI Chemical
    Investments LLC; (iv) Barclays Global Investors, N.A.,
    individually and as a class representative of the
    shareholder class; (v) Lyondell Officers and Directors; and
    (vi) Nell Limited, Goldman Sachs, Merrill Lynch, Deutsche
    Bank, Citibank M&A, Citibank and Perella Weinberg,

    -- finding that the Voidable Obligations, Payments,
       Transfers and Liens constitute fraudulent transfers
       pursuant to Section 544 and 548; and

    -- avoiding the Voidable Obligations, or, subordinating
       those Obligations to the claims of the Committee; and

(2) against the Senior Credit Facility Lender Parties, and
    LeverageSource; Bridge Loan Lender Parties; Lyondell
    Directors; and AI International S.a.r.l., as assignee under
    the Access Revolver,

    -- finding that that they engaged in inequitable conduct
       under Section 510 of the Bankruptcy Code;

    -- subordinating the claims of the Lender Parties; and

    -- allowing the recovery of any payments made under the
       Senior Credit Facility and Bridge Loan Agreement on
       account of the Voidable Obligations.

(3) against the Directors of Lyondell finding that they breached
    their fiduciary duties to Lyondell by approving the Merger,
    and awarding damages to the Debtors for the benefit of the
    Debtors' estates as a result of those breaches;

(4) against the Members of the Supervisory Board finding (i)
    that they mismanaged the business and affairs of LBI and
    awarding damages to the Debtors for the benefit of the
    Debtors' estates as a result of the mismanagement; and (ii)
    them liable in tort for breach of their duties to LBI and
    awarding damages to the Debtors for the benefit of the
    Debtors' estates as a result of tortious conduct;

(5) against the Lead Arrangers finding them liable in tort for
    breach of their duties under Luxembourg law to LBI
    and awarding damages to the Debtors for the benefit of the
    Debtors' estates as a result of tortious conduct;

(6) against Merrill Lynch finding it aided and abetted the
    breaches of fiduciary duty by the members of the Supervisory
    Board and Management Board, and awarding damages to the
    Debtors for the benefit of the Debtors' estates as a result
    of those breaches;

(7) against the Directors of the Subsidiary Guarantors finding
    that they breached their fiduciary duties to the Subsidiary
    Guarantors by approving of the Subsidiary Guarantees, and
    awarding damages to the Debtors for the benefit of the
    Debtors' estates as a result of those breaches;

(8) against Access Holdings (i) finding that the Access Revolver
    Transfers constitute preferential transfers pursuant to
    Section 547; (iii) avoiding the Access Revolver Transfers
    pursuant to Section 547; and (iii) allowing the recovery of
    the Access Revolver Transfers and antecedent debt transfers
    pursuant to Sections 547 and 550; and

(9) against Citibank, N.A., avoiding the Liens on the Avoidable
    Property granted to it for the benefit of the Lender Parties
    and the ARCO Secured Parties, and preserving the avoided
    Liens for the benefit of the Debtors' estates pursuant
    to Section 551 of the Bankruptcy Code;

The Committee further demands a jury trial on all triable issues.
A full-text copy of the Committee Complaint is available for free
at http://bankrupt.com/misc/Lyondell_CommitteeComplaint.pdf

                     Status Conference

Judge Gerber adjourns to August 4, 2009, a status conference on
the Committee Complaint at the request of the Committee, certain
defendants and the Debtors.  Moreover, Judge Gerber directs the
parties to engage in discussions on a consensual case management
order regarding the Committee Complaint in the period between
July 21, 2009, and August 4, 2009.  The parties will submit an
agreed scheduling order to the Court prior to August 4, 2009;
provided that if a scheduling order cannot be agreed upon, each
party is required to submit a statement of its position with
respect to the scheduling by August 3, 2009.

Judge Gerber previously scheduled a status conference on July 27,
2009.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D. N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan, which comprises a
$3.25 billion in new loans and a $3.25 billion roll-up of existing
loans; and a $1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Committee Opposes Add'l $18MM for DIP Lenders
----------------------------------------------------------------
After operating under the DIP Term Loan Credit Agreement for
several months, Lyondell Chemical Co. and its affiliates into
a "first amendment" to the DIP Credit Agreement with the DIP
Lenders to amend certain provisions to better accommodate certain
aspects of the Debtors' business operations.  The DIP Term Loan
First Amendment will enable the Debtors to engage in certain
business activities and adjust the delivery requirements for
certain forecasts and recommendations outlined in the DIP Credit
Agreement. Subsequently, the Debtors have determined that a
technical amendment to the DIP Credit Agreement is necessary to
correct the unintentional discrepancy in the definition of Base
Rate so that it will conform to the Base Rate calculation under
the Senior Credit Agreement, causing the Roll-Up DIP Loans to bear
interest at the same as the loans outstanding under the Senior
Credit Agreement.

By this motion, the Debtors seek the Court's authority to enter
into a "second amendment" to the DIP Credit Agreement executed
with UBS AG, Stamford Branch, as administrative agent and
collateral agent, and certain lenders.

Specifically, the DIP Term Loan Second Amendment inserts this
language in the definition of Base Rate under DIP Credit
Agreement: "provided that in the case of Roll-Up Loans, in the
event the Base Rate as calculated is less than 4.15%, the Base
Rate for Roll-Up Loans will equal (x) the product of 62% times
4.25% plus (y) 38% times the Base Rate as calculated."  Moreover,
upon effectiveness of the DIP Term Loan Second Amendment, the
Debtors will pay to UBS, as administrative agent under the DIP
Credit Agreement, for the benefit of the Roll-Up Lenders an
amount equal to, with respect to the period beginning on the
Roll-Up Date and ending on June 22, 2009, the difference between
(i) the aggregate amount of interest on the Roll-Up Loans
calculated at the Base Rate for that period plus the Applicable
Rate actually in effect from time to time during the period, and
(ii) the aggregate amount of interest paid to the Roll-Up Lenders
with respect to the Roll-Up Loans for that period.

Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, reminds the Court that the Final DIP Order authorized
the Debtors to make any material modification or amendment to any
of the DIP Documents provided that notice is first filed with the
Court.  He notes that material modifications include any
modification that will increase the rate or any other fees or
charges payable under the DIP Credit Agreement.

Since correcting the definition of the Base Rate in the DIP
Credit Agreement may increase the interest rate payable on the
Roll-Up DIP Loans, it constitutes a material modification, and
notice to parties-in-interest is required.  If there is a timely
objection, approval of the Court is necessary before the Debtors
may execute the DIP Term Loan Second Amendment, Mr. Ellenberg
relates.  Indeed, he points out, the changes effectuated by the
DIP Term Loan First Amendment do not constitute material
modifications to the DIP Credit Agreement, and do not require
notice to parties-in-interest.  However, the DIP Lenders have
conditioned the effectiveness of the DIP Term Loan First
Amendment on the Court's approval of the DIP Term Loan Second
Amendment, he discloses.  He also clarifies that the DIP Term
Loan Second Amendment merely corrects an error in the original
DIP Credit Agreement and does not reflect a new understanding
between the parties.  Thus, approval of the DIP Term Loan Second
Amendment is both necessary and appropriate, he maintains.

                 Committee and BoNY Respond

The Official Committee of Unsecured Creditors asserts that the
Debtors have no obligation to pay between $6 million and
$18 million to the DIP Lenders due to an alleged mistake made in
drafting the DIP Credit Agreement.

Steven D. Pohl, Esq., at Brown Rudnick LLP, in New York,
discloses that during a July 21, 2009 hearing on the Committee's
Motion for Standing to Pursue Lender Claims, the Debtors argued
that the adequate protection payments to the DIP Lenders were
"crippling" them.  It is thus paradoxical and troubling that the
Debtors are seeking authority to provide a $6 million to
$18 million gift to the Roll-Up Lenders, he notes.  Moreover, the
Committee complains that the Debtors' Motion to Amend is
misleading because the Debtors have failed to disclose the
substantial financial impact of the proposed addition of a Base
Rate floor.  The Debtors did not explain (i) why it has taken so
long to discover the error in the DIP Credit Agreement, or (ii)
how an error as to a key material economic provision could have
occurred given the large number of professionals involved and
enormous fees incurred on behalf of the DIP Lenders and the
Debtors in negotiating the DIP Loan, Committee further points
out.

Mr. Pohl insists that the Motion to Approve the Second DIP
Amendment is unsubstantiated by specific facts supporting the
Debtors' contention that the omission of a Base Rate floor was in
fact a scrivener's error rather than a negotiated provision.

Accordingly, the Committee asks the Court to deny the Debtors'
Motion to Approve the Second DIP Amendment.

Meanwhile, the Bank of New York Mellon Trust Company, N.A.,
indenture trustee for noteholders of Arco Chemical Company,
predecessor-in-interest of Lyondell Chemical Company, and
Equistar Chemicals, LP, argues that the Motion to Amend
highlights the fact that the DIP Loans remain overpriced and
short-lived given the current market conditions.  BoNY stresses
that paying a higher interest rate will only result in a windfall
to holders of Roll-Up Loans in the form of catch-up payments of
$6 million as well as increased interest of $1.65 million per
month.  Moreover, to maximize value for the Debtors' estates and
creditors, the Committee should be able to pursue its claims
under the Committee Complaint without the deadlines imposed by
the DIP Credit Agreement, BoNY asserts.  Thus, BoNY asks the
Court to deny the Motion to Amend, and direct the Debtors to take
advantage of improved financing conditions by exploring options
for refinancing or extending the term of the DIP Credit
Agreement.

                          *     *     *

Judge Gerber adjourns hearing on the Debtors' Request to
August 11, 2009.  Objecting parties to the Motion are required to
attend the hearing; failure to appear may result in approval or
denial of the Debtors' Motion upon default.  Hearing on the
Debtors' Motion was previously scheduled for July 22, 2009.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D. N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan, which comprises a
$3.25 billion in new loans and a $3.25 billion roll-up of existing
loans; and a $1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Proposes Claims Settlement Protocol
------------------------------------------------------
Since the Petition Date, about 13,000 proofs of claim have been
filed against Lyondell Chemical Co. and its affiliates.  In
addition, the Debtors' Schedules of Assets and Liabilities
identify more than 10,000 potential creditors who potentially hold
one or more unsecured, secured, priority and administrative
claims.  As of July 29, 2009, about 23,000 scheduled and filed
claims against the Debtors, aggregating $60 billion, excluding
unliquidated amounts, were recorded in the Debtors' claim
register.

Against this backdrop, the Debtors expect to file a substantial
number of objections to, and negotiate settlements of the Proofs
of Claim.  The Debtors are, thus, required to file those
objections and resolve or estimate those claims by negotiation or
judicial decision promptly, if they are to exit in Chapter 11 by
year-end, consistent with the milestones in the DIP Credit
Agreement, Andrew M. Troop, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, points out.

To that end, the Debtors ask the Court to approve procedures for
(i) filing of omnibus and individual objections to Proofs of
Claim and (ii) resolving disputed Proofs of Claim.

Specifically, the Objection Procedures divide claim objections
into tiers:

  (a) Tier I: The first tier of claim objections address Proofs
      of Claim that, among others: (i) are duplicates of one or
      more other Proofs of Claim; (ii) were filed against the
      wrong Debtor; (iii) have been superseded by later filed
      Proofs of Claim; (iv) were not timely filed; (v) assert
      priority in an amount that exceeds the maximum amount
      under Section 507 of the Bankruptcy Code; (vi) do not
      include sufficient documentation to ascertain the validity
      of the claim; (vii) were incorrectly filed as secured,
      administrative or priority claims; (viii) seek recovery of
      amounts for which the Debtors are not liable; or (ix) are
      inconsistent with the Debtors' books and records.

  (b) Tier II: The second tier of claim objections include
      substantive objections that are not covered by grounds
      under Tier I.  Tier II Objections are further divided
      into two sub-tiers: (i) Tier II(A) Objections consisting
      of substantive objections that the Debtors contend raise
      only questions of law and may be resolved on their merits
      without additional fact discovery; and Tier II(B)
      Objections consisting of substantive objections that may
      require additional fact discovery.

In addition, the Settlement Procedures categorize settlements
based on the amount of the Proof of Claim:

  (a) Category 1 Settlements include: (i) disallowance of any
      Proof of Claim; (ii) the allowance of any Proof of Claim,
      or portion of it, up to $10,000,000; and (iii) the
      allowance of any Proof of Claim, or portion of it, for
      more than $10,000,000 but less than $20,000,000 if the
      amount allowed is no greater than 15% more than the
      undisputed, liquidated, non-contingent amount listed for
      that Proof of Claim in the Debtors' Schedules.

  (b) Category 2 Settlements provide for an allowed claim in an
      amount of $20,000,000 or less under the streamlined notice
      and objection procedures described in the Settlement
      Procedures.

  (c) Under Category 3 Settlements and pursuant to Rules 9006(c)
      and 2002(a) of the Federal Rules of Bankruptcy Procedure,
      the Debtors will serve settlement stipulations allowing
      claims exceeding $20,000,000 on the master service list
      and for presentment to the Court on 10-day notice.
      Objections that are not resolved may be presented to the
      Court for determination.

  (d) The Debtors may file a motion to approve any proposed
      settlement under Section 502 of the Bankruptcy Code, Rule
      9019 of the Federal Rules of Bankruptcy Procedure and
      other applicable provisions of the Bankruptcy Code or the
      Bankruptcy Rules.  Any hearing on a settlement motion may
      be heard on 10-day notice.

A full-text copy of the Objection and Settlement Procedures is
available for free at:

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

Mr. Troop assures the Court that the Settlement Procedures will
not limit or modify any authority granted to the Debtors by prior
Court orders to resolve Proofs of Claim asserted against their
estates.  He further argues that it would be expensive,
cumbersome, and highly inefficient to resolve objectionable
Proofs of Claim by filing individual pleadings and holding
individual hearings with respect to each proposed settlement.  He
notes that the Objection Procedures will minimize the
administrative burdens on the Debtors' estates and the Court
while protecting the due process rights of all parties-in-
interest.

The Debtors further seek the Court's authority, pursuant to Rule
2002(a)(3), to limit notice of any settlements they entered into.
It would be detrimental for the Debtors to provide notice of
settlements with particular Claimants to all parties on the
Master Service List, which includes numerous other Claimants, he
says.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D. N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan, which comprises a
$3.25 billion in new loans and a $3.25 billion roll-up of existing
loans; and a $1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Equistar Reaches Deal With E.I. DU Pont
----------------------------------------------------------
Lyondell Chemical Co. and its affiliates ask the Bankruptcy Court
to approve an agreement among Debtor Equistar Chemicals, LP, E.I.
Du Pont de Nemours and Company, DuPont Feedstocks Company and PD
Glycol LP, a non-debtor affiliate of the Debtors, authorizing
Equistar to:

  (i) consensually withdraw as a general partner of PD Glycol,
      effective as of July 14, 2009;

(ii) consensually reject, effective July 14, 2009, a PD Glycol
      Limited Partnership Agreement, as amended, and PD Glycol
      Operating Agreement, as amended;

(iii) take certain actions to transfer custody and control of PD
      Glycol and its assets to DuPont as sole remaining general
      partner; and

(iv) settle certain claims among Equistar, DuPont Partners and
      PD Glycol.

The PD Glycol Agreements relate to the management and operation
of PDG, a joint venture between Equistar and the DuPont Partners
that owns a glycol production facility in Beaumont, Texas.  Under
the limited partnership, Equistar and DuPont Feedstocks each own
a 49.5% interest as a limited partner, and Equistar and DuPont
each own a 0.5% interest as a general partner.  The Partnership
Agreement provides that Equistar and DuPont are each obligated to
pay 50% of the costs incurred in operating the Facility,
including labor costs.  Equistar manages the daily affairs of the
Facility pursuant to the Operating Agreement. PD Glycol's primary
asset is the Facility.  The Facility is currently staffed by
eight Equistar employees.

In September 2008, Hurricane Ike struck the Gulf Coast region,
causing catastrophic damage to the Facility and rendering it
inoperable.  Subsequently, Equistar, as the Operator, has managed
cleanup and stabilization activities carried out by the Facility
workforce, and worked to determine the time and expense that
would be required to restore the Facility to its prior
functionality.  Equistar estimates that the monetary cost to
restore the Facility to its prior functionality could be as much
as $90 million, and that it would take at least several months to
return to full operations.

According under the Agreement, assets to be transferred to PD
Glycol under the Agreement are proceeds, which amount is yet to
be determined, of certain insurance policies of the Debtors that
the Debtors and DuPont have agreed are allocable and payable to
PD Glycol due to Hurricane Ike-related damage to PD Glycol's
assets.  The Agreement also provides for Equistar to retain $4.3
million of those insurance proceeds as part of the parties'
reconciliation of amounts owed for insurance premium payments.
The Agreement further provides that Equistar will negotiate a
separate transition services agreement with PD Glycol, whereby
Equistar will provide personnel to PD Glycol, for a certain fee,
to consult on or assist with various activities in support of
DuPont's wind down of PD Glycol, including completing the
cleanup, decontamination, and decommissioning of the Facility.

The Agreement further resolves certain claims among Equistar, the
DuPont Partners, and PD Glycol, including claims arising from
Equistar's withdrawal as a general partner of PD Glycol and
rejection of the PDG Agreements.  DuPont will be entitled to an
allowed general unsecured prepetition claim against Equistar in
an amount equal to 50% of certain amounts DuPont becomes
obligated to pay relating to PD Glycol.  In addition, the DuPont
Partners and PD Glycol will be entitled to a general unsecured
claim against Equistar for the amount of any direct economic
damages they incur arising from Equistar's rejection of the PDG
Agreement.

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, points out that Equistar will benefit from
withdrawal by avoiding liability for partnership debt incurred
after Equistar ceases to be a general partner.  He also contends
that the PDG Agreements are not necessary to the Debtors' ongoing
business operations or restructuring efforts as the investment
required to resume operations at the Facility is not economically
justified.  The Debtors estimate that rejection of the PDG
Agreements at this time will save Equistar's estate over $300,000
per month in postpetition expenses.

Mr. Mirick further asserts that resolution of the claims spares
Equistar the cost and risk of litigation and limits Equistar's
overall liability stemming from its participation in PD Glycol.
By agreeing now that the Claims will be prepetition unsecured
claims, and establishing a claims resolution process, the
Agreement minimizes costs and delays and promotes the fair and
efficient administration of the Debtors' Chapter 11 cases, he
says.

However, out of abundance of caution, Equistar is seeking
authority pursuant to Section 363(b) of the Bankruptcy Code to
(i) transfer to PD Glycol those proceeds the Debtors believe are
allocable to PD Glycol on account of damage from Hurricane Ike to
PDG and its property, and (ii) negotiate and enter into a
transition services agreement with PDG.  Equistar also asks the
Court that the notice provided by the Debtors in connection with
their Request be deemed to satisfy the notice required under
Section 6.02(d)(1) of the Texas Revised Limited Partnership Act.
The Debtors ask the Court to not permit the DuPont Partners or PD
Glycol to effect an offset of any damages arising from the
rejection of the PD Glycol Agreements against any prepetition
obligations of the DuPont Partners or PD Glycol to the Debtors,
without first obtaining relief from the automatic stay.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D. N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan, which comprises a
$3.25 billion in new loans and a $3.25 billion roll-up of existing
loans; and a $1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: To Reject ConocoPhillips Purchase Pact
---------------------------------------------------------
Debtor Basell USA Inc. and ConocoPhillips Company are parties to
a purchase and sale agreement, whereby ConocoPhillips sells
polypropylene produced at its plant in Linden, New Jersey, to
Basell.  The Purchase Agreement is effective, until December 31,
2012.

ConocoPhillips previously filed a motion (i) seeking
determination that the automatic stay does not bar ConocoPhillips
from terminating the Purchase Agreement; and (ii) compelling
Basell to assume or reject the Purchase Agreement within a 90-day
deadline.  Subsequently, Basell and ConocoPhillips entered into a
letter agreement providing, among other things, that
ConocoPhillips will withdraw its Motion to Compel.  Basell also
agreed to delay the effective date of rejection of the Purchase
Agreement to December 31, 2009, to allow ConocoPhillips to engage
in certain pre-marketing activities prior to rejection, to
mitigate any harm ConocoPhillips may suffer from the rejection of
the Purchase Agreement.

Thus, pursuant to Section 365 of the Bankruptcy Code, the Debtors
seek the Court's authority to reject the Purchase Agreement,
effective as of December 31, 2009.

The Debtors assert that if they do not reject the Purchase
Agreement, their estates will continue to bear the burden of
Basell's obligations under the Purchase Agreement.  Moreover, the
rejection date of December 31, 2009, will provide ConocoPhillips
with ample opportunity to mitigate any harm it may suffer as a
result of the rejection of the Agreement, the Debtors reason.
The Debtors also point out that no third party would be
interested in taking an assignment of the Purchase Agreement, or
that any opportunity exists by which the Debtors could realize
value for their estates from the Purchase Agreement.

Notwithstanding the rejection of the Purchase Agreement, certain
sections of the Purchase Agreement will survive rejection of the
Purchase Agreement by (i) the term set forth in the Purchase
Agreement; or (ii) six months after the effective date of
rejection of the Purchase Agreement, the Debtors note.

Consistent with Section 362 of the Bankruptcy Code, to the extent
that any of the Debtors have deposited amounts with
ConocoPhillips as a security deposit, or if ConocoPhillips owes
any of the Debtors amounts under the Agreements, the Debtors ask
the Court to prohibit ConocoPhillips from offsetting or using the
amounts from deposit, or other amount owed by the Debtors without
further Court order.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D. N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan, which comprises a
$3.25 billion in new loans and a $3.25 billion roll-up of existing
loans; and a $1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MAGNA ENTERTAINMENT: Gets Court OK to Sell Austrian Racing Track
----------------------------------------------------------------
Steven Church at Bloomberg News reports that the Hon. Mary Walrath
of the U.S. Bankruptcy Court for the District of Delaware has
granted Magna Entertainment Corp. permission to sell MEC
Grundstucksentwicklungs GmbH, its horse-racing track in Austria,
to an entity affiliated with company founder and Chairman Frank
Stronach.

Bloomberg relates that the Committee of Unsecured Creditors
alleged that Magna Entertainment snubbed better offers for the
Austrian assets to ensure that Mr. Stronach could buy the track.
The Committee's lawyers said in court documents that Magna
Entertainment was "forced into this difficult position by Stronach
and currently has no viable alternatives other than a sale."
Bloomberg states that the panel didn't file an objection to the
sale, but it did reserve the right to sue Magna Entertainment over
the deal.  Bloomberg says that creditors filed on July 22 a
lawsuit claiming Magna Entertainment was wrongly forced into
bankruptcy to let Mr. Stronach keep its best assets, including
Pimlico Race Course in Maryland.

According to Bloomberg, Judge Walrath said that because the
Austrian track isn't in bankruptcy, she wouldn't approve a
bankruptcy auction, which would have helped protect the buyer and
seller from lawsuits, and instead agreed to sign an order giving
the board permission to sell the property on its own, outside of
the legal protections of Magna Entertainment's Chapter 11 case.

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.


MCI INVESTMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: MCI Investment Group, Inc.
        2615 Fruitland Avenue
        Los Angeles, CA 90058

Bankruptcy Case No.: 09-29782

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Dionne M. Marucchi, Esq.
                  Law Office of Dionne M. Marucchi
                  9829 Carmenita Rd, Suite H
                  Whittier, CA 90605
                  Tel: (562) 445-8030
                  Fax: (562) 444-8695
                  Email: dionnemateos@gmail.com

Total Assets: $3,504,500

Total Debts: $3,088,078

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

The petition was signed by Martin Anaya, president and secretary
of the Company.


MERUELO MADDUX: Taps Ernts & Young as Independent Auditor
---------------------------------------------------------
Meruelo Maddux Properties asks the U.S. Bankruptcy Court for
permission to retain Ernst & Young as independent auditor and tax
advisor, BankruptcyData.com reports.

The firm asks for these fees (i) $262,500 for annual financial
statement audit; $95,000 for Sarbanes-Oxley 404 internal control
audit; and $22,500 per quarter ofr SAS No. 100 quarterly reviews,
according to BankruptcyData.com.  For other services, the firm
will charge hourly rates ranging from $77 to $717 based on the
hourly rates its professionals.

                       About Meruelo Maddux

Based in Los Angeles, California, Meruelo Maddux Properties,
Inc. -- http://www.meruelomaddux.com/-- together with its
affiliates, engage in residential, commercial and industrial
development.  Meruelo Maddux and its affiliates filed for Chapter
11 protection on March 26, 2009 (Bankr. C.D. Calif. Lead Case No.
09-13356).  Aaron De Leest, Esq., John J. Bingham, Jr., Esq.,
and John N. Tedford, Esq., at Danning Gill Diamond & Kollitz,
represent the Debtors in their restructuring efforts.  Peter C.
Anderson, the United States Trustee for Region 16, appointed
five creditors to serve on the Creditors Committee.  Asa S.
Hami, Esq., Tamar Kouyoumjian, Esq., and Victor A. Sahn, Esq.,
at SulmeyerKupetz, A Professional Corporation, represent the
Creditors Committee as counsel.  The Debtors' financial condition
as of December 31, 2008, showed estimated assets of $681,769,000
and estimated debts of $342,022,000.


METALDYNE CORP: Chassis Auction Today; PBGC Balks at Sale
---------------------------------------------------------
The Pension Benefit Guaranty Corp. objected to Metaldyne Corp.'s
plan to sell its principal chassis operations, saying the Debtor's
proposed sale order appears to allow the supplier to sell non-
debtor assets free and clear of liens, according to Law360.

As reported by the Troubled Company Reporter on July 29, 2009,
the U.S. Bankruptcy Court for the Southern District of New York
has approved Revstone Industries LLC as the stalking horse bidder
formost of Metaldyne's chassis operations.  Revstone, a private
equity company, is bidding on the purchase of Metaldyne's chassis
operations in Edon, Ohio; Greensboro, N.C.; Barcelona, Spain, and
Iztapalapa, Mexico.

The final auction date for the Chassis sale is August 3, 2009.  It
will also be held at the Jones Day offices at 222 East 41st
Street, New York, N.Y.  Additional bids for the Chassis business
are due by July 31, 2009.

                  About Metaldyne Corporation

Headquartered in Plymouth, Michigan, Metaldyne Corporation --
http://www.metaldyne.com/-- is a wholly owned subsidiary of Asahi
Tec, a Shizuoka, Japan-based chassis and powertrain component
supplier in the passenger car/light truck and medium/heavy truck
segments.  Asahi Tec is listed on the Tokyo Stock Exchange.
Metaldyne is a global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain and chassis applications including engine,
transmission/transfer case, wheel end, and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.

On January 11, 2007, in connection with a plan of merger, Asahi
Tee Corporation in Japan acquired the shares of Metaldyne.  On the
same date, Asahi Tee contributed those shares to Metaldyne
Holdings, and Asahi Tee thereby became the indirect parent of
Metaldyne and its other units.  RHJ International S.A. of Belgium
now holds approximately 60.1% of the outstanding capital stock of
Asahi Tec.

The Company owns 23 different properties, including 14 domestic
manufacturing facilities in six states, and more than 10
manufacturing facilities North America, Europe, South America and
Asia.

Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor,
Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary
Inc. and its affiliates filed for Chapter 11 on May 27, 2009
(Bankr. S.D.N.Y. Lead Case No. 09-13412).  The filing did not
include the company's non-U.S. entities or operations.  Richard H.
Engman, Esq., at Jones Day represents the Debtors in their
restructuring efforts.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP serves as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  For the fiscal year ended March 29, 2009, the
company recorded annual revenues of approximately US$1.32 billion.
As of March 29, 2009, utilizing book values, the company had
assets of approximately US$977 million and liabilities of
US$927 million.


METALDYNE CORP: Court Approves Hephaetus as Stalking Horse Bidder
-----------------------------------------------------------------
Metaldyne Corp. said the U.S. Bankruptcy Court for the Southern
District of New York has approved Hephaetus Holdings, Inc. as
stalking horse bidder for its powertrain operations.

Metaldyne said HHI's bid is superior for lack of contingencies.

RHJ International was originally expected to become the stalking
horse bidder with its $100 million offer, which included $25
million in cash, a $50 million note, and a $20 million note owed
by a German subsidiary and debt assumption.  The deal with RHJ,
however,  llowed it to back out of the contract if the financial
investigation wasn't completed to its satisfaction by July 2.
RHJ has confirmed that its contract to be lead bidder was
terminated.  However, it did not discount the possibility that it
may elect to participate in the auction scheduled to be held on
August 5, 2009.

The HHI offer is $78 million cash.  HHI, a portfolio company of
KPS Capital Partners LP with other automotive holdings, has
submitted a binding proposal for all of Metaldyne's Sintered
Products, European Forgings and Vibration Controls Products
operations located in Europe, Asia, Brazil, Mexico and the U.S.
In addition, HHI, through an affiliate, has agreed to purchase the
company's Bluffton, Ind.; Litchfield, Mich., and, subject to
certain conditions, the Twinsburg, Ohio, plant.  KPS Capital
Partners will provide HHI with a significant additional cash
investment to support letters of credit and working capital needs
of the Powertrain businesses post closing.

HHI, through its Jernberg Holdings Inc., Impact Forge Group Inc.
and Kylos Bearing International Inc. subsidiaries, is an
independent manufacturer of forged parts and wheel bearings for
the North American automotive industry

As reported by the TCR on July 21, Metaldyne asked the Bankruptcy
Court to reschedule the bidding deadline from July 23 to Aug. 3;
and the auction date from July 24 to Aug. 5.

                  About Metaldyne Corporation

Headquartered in Plymouth, Michigan, Metaldyne Corporation --
http://www.metaldyne.com/-- is a wholly owned subsidiary of Asahi
Tec, a Shizuoka, Japan-based chassis and powertrain component
supplier in the passenger car/light truck and medium/heavy truck
segments.  Asahi Tec is listed on the Tokyo Stock Exchange.
Metaldyne is a global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain and chassis applications including engine,
transmission/transfer case, wheel end, and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.

On January 11, 2007, in connection with a plan of merger, Asahi
Tee Corporation in Japan acquired the shares of Metaldyne.  On the
same date, Asahi Tee contributed those shares to Metaldyne
Holdings, and Asahi Tee thereby became the indirect parent of
Metaldyne and its other units.  RHJ International S.A. of Belgium
now holds approximately 60.1% of the outstanding capital stock of
Asahi Tec.

The Company owns 23 different properties, including 14 domestic
manufacturing facilities in six states, and more than 10
manufacturing facilities North America, Europe, South America and
Asia.

Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor,
Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary
Inc. and its affiliates filed for Chapter 11 on May 27, 2009
(Bankr. S.D.N.Y. Lead Case No. 09-13412).  The filing did not
include the company's non-U.S. entities or operations.  Richard H.
Engman, Esq., at Jones Day represents the Debtors in their
restructuring efforts.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP serves as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  For the fiscal year ended March 29, 2009, the
company recorded annual revenues of approximately US$1.32 billion.
As of March 29, 2009, utilizing book values, the company had
assets of approximately US$977 million and liabilities of
US$927 million.


METALDYNE CORP: PBGC Moves to Protect Pensions
----------------------------------------------
The Pension Benefit Guaranty Corporation said July 31 it will take
responsibility for the underfunded pension plan covering about
10,770 workers and retirees of Metaldyne Corp.

The agency's move comes ahead of a series of asset sales while the
company operates under Chapter 11 bankruptcy protection.  None of
the proposed transactions includes assumption of the pension plan.
If the PBGC delayed action until after the sales close, no entity
would remain to finance or administer the pension plan, and the
possibility of recovering on the agency's claims for unfunded
pension liabilities would be severely diminished.

The Metaldyne Corporation Pension Plan is about 53 percent funded,
with assets of $177 million to cover benefit liabilities of $334
million, according to PBGC estimates.  The agency expects to be
responsible for $153 million of the $157 million shortfall.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the pension plan, which ends on
July 31, 2009.  Retirees and beneficiaries will continue to
receive their monthly benefit checks without interruption, and
other participants will receive their pensions when they are
eligible to retire.

After the agency becomes trustee, notification letters will be
sent to all participants in the Metaldyne pension plan.  Under
provisions of the Pension Protection Act of 2006, the maximum
guaranteed pension the PBGC can pay is determined by the legal
limits in force on the date of the plan sponsor's bankruptcy.
Therefore participants in this pension plan are subject to the
limits in effect on May 27, 2009, which set a maximum guaranteed
amount of $54,000 a year for a 65-year-old.

The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits. In addition, certain early
retirement subsidies and benefit increases made within the past
five years may not be fully guaranteed.

Workers and retirees with questions may consult the PBGC Web site,
www.pbgc.gov or call toll-free at 1-800-400-7242. For TTY/TDD
users, call the federal relay service toll-free at 1-800-877-8339
and ask for 800-400-7242.

Retirees of Metaldyne who draw a benefit from the PBGC may be
eligible for the federal Health Coverage Tax Credit.  Further
information may be found on the PBGC Web site at
http://www.pbgc.gov/workers-retirees/benefits-
information/content/page13692.html

Assumption of the plan's unfunded liabilities will increase the
PBGC's claims by $153 million and was not previously included in
the agency's fiscal year 2008 financial statements.

The PBGC is a federal corporation created under the ERISA. It
currently guarantees payment of basic pension benefits earned by
44 million American workers and retirees participating in over
29,000 private-sector defined benefit pension plans.  The agency
receives no funds from general tax revenues.  Operations are
financed largely by insurance premiums paid by companies that
sponsor pension plans and by investment returns.

                  About Metaldyne Corporation

Headquartered in Plymouth, Michigan, Metaldyne Corporation --
http://www.metaldyne.com/-- is a wholly owned subsidiary of Asahi
Tec, a Shizuoka, Japan-based chassis and powertrain component
supplier in the passenger car/light truck and medium/heavy truck
segments.  Asahi Tec is listed on the Tokyo Stock Exchange.
Metaldyne is a global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain and chassis applications including engine,
transmission/transfer case, wheel end, and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.

On January 11, 2007, in connection with a plan of merger, Asahi
Tee Corporation in Japan acquired the shares of Metaldyne.  On the
same date, Asahi Tee contributed those shares to Metaldyne
Holdings, and Asahi Tee thereby became the indirect parent of
Metaldyne and its other units.  RHJ International S.A. of Belgium
now holds approximately 60.1% of the outstanding capital stock of
Asahi Tec.

The Company owns 23 different properties, including 14 domestic
manufacturing facilities in six states, and more than 10
manufacturing facilities North America, Europe, South America and
Asia.

Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor,
Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary
Inc. and its affiliates filed for Chapter 11 on May 27, 2009
(Bankr. S.D.N.Y. Lead Case No. 09-13412).  The filing did not
include the company's non-U.S. entities or operations.  Richard H.
Engman, Esq., at Jones Day represents the Debtors in their
restructuring efforts.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP serves as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  For the fiscal year ended March 29, 2009, the
company recorded annual revenues of approximately US$1.32 billion.
As of March 29, 2009, utilizing book values, the company had
assets of approximately US$977 million and liabilities of
US$927 million.


METROMEDIA INT'L: Wins Final Nod to Appeal $188 Mil. Judgment
-------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware granted final approval to MIG Inc.'s request for
permission to appeal a judgment that forced the Company into
bankruptcy.

On June 26, Judge Gross granted MIG interim approval to continue
an appeal of a decision in bankruptcy court that issued a US$188.4
million judgment against the Company.

MIG was bought in October 2007 by CaucusCom Ventures LP for
US$1.80 a share, or about US$170 million, according to data
compiled by Bloomberg.  A group of preferred shareholders asked
Judge William B. Chandler of the Delaware Chancery Court to
evaluate the value of their shares at the time of the merger.
Judge Chandler ruled that each share was worth US$47.47, or a
total of about US$188.4 million.  MIG appealed the ruling.  But
unable to post a bond enabling an appeal, MIG filed for Chapter
11.

MIG asked the Bankruptcy Court to permit the appeal and to allow
the plaintiff to take a cross appeal, while preventing the
plaintiff from collecting a judgment.  MIG believes the amount of
the judgment is "substantially overstated."  MIG also believes
that the assets will turn out to be worth much more than the
judgment, even though the assets currently are illiquid.

                          About MIG Inc.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP and Potter Anderson & Corroon LLP have been tapped as
counsel in connection with the appraisal action in the Court of
Chancery of the State of Delaware involving a suit between the
Company and a group of holders of preferred shares.  The official
committee of unsecured creditors of MIG, Inc., has retained Baker
& McKenzie LLP as its bankruptcy counsel, nunc pro tunc to
June 30, 2009.

In its petition, the Company said it had $100 million to $500
million in assets and $100 million to $500 million in debts.
In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.


MGM MIRAGE: NJ Gambling Commission Reviews Atlantic City License
----------------------------------------------------------------
Jonathan Cheng at The Wall Street Journal reports that a
continuing probe into MGM Mirage's relationship with Pansy Ho, its
business partner in the Chinese enclave of Macau, has led to the
New Jersey Casino Control Commission's reopening for review MGM
Mirage's license to operate a casino in Atlantic City.

MGM Mirage owns the Borgata Hotel Casino and Spa in Atlantic City
through a 50-50 joint venture with Boyd Gaming Corp.  MGM Mirage
said in a filing with the U.S. Securities and Exchange Commission
that it applied for the renewal of its Borgata casino license.  In
May 2009, the New Jersey Division of Gaming Enforcement conducted
an investigation on the relationship of the Company with Ms. Ho,
and that it would report any material information to the New
Jersey Commission it deemed appropriate.  DGE questioned MGM
Mirage's partnership with Ms. Ho, calling her an "unsuitable"
partner.

The DGE issued a report to the New Jersey Commission on its
investigation.  While the report itself is confidential, at the
conclusion of the report, the DGE recommended, among other things,
that:

     (i) the Company's joint venture partner in Macau be found to
         be unsuitable;

    (ii) the Company be directed to disengage itself from any
         business association with its joint venture partner in
         Macau;

   (iii) the Company's due diligence/compliance efforts be found
         to be deficient; and

    (iv) the New Jersey Commission hold a hearing to address the
         report.

In furtherance of its request that the New Jersey Commission hold
a hearing to address the report, on July 27, 2009, the DGE filed a
letter with the New Jersey Commission requesting that it reopen
the 2005 casino license renewal hearing for Borgata pursuant to
applicable New Jersey law.  New Jersey law requires that the
casino licensing hearings be reopened at the request of the DGE.
As a result, the New Jersey Commission will hold an evidentiary
hearing on the allegations contained in the report at which time
the Company will be able to present evidence and legal argument.
There can be no assurance that the outcome of the proceedings will
not have a material adverse effect on the Company.

According to The Journal, MGM Mirage said that it will challenge
DGE's report in a hearing before the gaming commission.  The
Journal says that a formal date hasn't been set, and the process
could take a year or more.  The Journal notes that the regulatory
troubles could force MGM Mirage to reconsider its holdings in
Macau and elsewhere.

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                       *     *     *

As reported by the Troubled Company Reporter on May 20, 2009,
Standard & Poor's Ratings Services raised its corporate credit
ratings on MGM MIRAGE and its subsidiaries to 'CCC+' from 'CCC',
reflecting the substantial boost to MGM MIRAGE's intermediate-term
liquidity profile provided by the recent $2.5 billion capital
raise (prior to any over-allotments on the equity offering).  S&P
also removed all ratings from CreditWatch, where they were placed
with positive implications on May 13, 2009, following MGM MIRAGE's
announced plans to raise at least $2.5 billion of capital.  The
rating outlook is developing.

The TCR said May 15 that Moody's Investors Service affirmed MGM
MIRAGE's Caa2 Corporate Family Rating and Caa3 Probability of
Default Rating following the company's announcement it intends to
issue $1.0 of new common equity and $1.5 billion of new senior
secured notes.  A B1 rating was assigned to the proposed
$1.5 billion senior secured guaranteed notes.  MGM has an SGL-4
Speculative Grade Liquidity rating and a negative rating outlook.


MGM MIRAGE: NJ Commission to Hold Evidentiary Hearing on DGE Raps
-----------------------------------------------------------------
In a June 2005 report of the New Jersey Division of Gaming
Enforcement to the New Jersey Casino Control Commission regarding
the application of Borgata for renewal of its casino license, the
DGE stated that it was conducting an investigation of the
relationship of MGM MIRAGE with its joint venture partner in Macau
and that it would report any material information to the New
Jersey Commission it deemed appropriate.

On May 18, 2009, the DGE issued a report to the New Jersey
Commission on its investigation.  While the report itself is
confidential, at the conclusion of the report, the DGE
recommended, among other things, that:

     (i) the Company's joint venture partner in Macau be found to
         be unsuitable;

    (ii) the Company be directed to disengage itself from any
         business association with its joint venture partner in
         Macau;

   (iii) the Company's due diligence/compliance efforts be found
         to be deficient; and

    (iv) the New Jersey Commission hold a hearing to address the
         report.

In furtherance of its request that the New Jersey Commission hold
a hearing to address the report, on July 27, 2009, the DGE filed a
letter with the New Jersey Commission requesting that it reopen
the 2005 casino license renewal hearing for Borgata pursuant to
applicable New Jersey law.  New Jersey law requires that the
casino licensing hearings be reopened at the request of the DGE.

As a result, the New Jersey Commission will hold an evidentiary
hearing on the allegations contained in the report at which time
the Company will be able to present evidence and legal argument.
There can be no assurance that the outcome of the proceedings will
not have a material adverse effect on the Company.

As reported by the Troubled Company Reporter on June 24, 2009, MGM
MIRAGE has concluded that there is no longer substantial doubt
about its ability to continue as a going concern as a result of a
series of transactions it executed in May 2009 to improve its
financial condition.  On May 19, 2009, as reported by the TCR, MGM
MIRAGE completed a public offering of 164.5 million shares of its
common stock at $7 per share, with proceeds of roughly
$1.1 billion.  In addition, the Company launched a private
placement of senior secured notes; $650 million of 10.375% senior
secured notes due May 2014 and $850 million of 11.125% senior
secured notes due November 2017.

In conjunction with the transactions, the company entered into
Amendment No. 6 and waiver to its senior credit facility, which
required the Company to: 1) permanently repay $826 million of the
credit facility, and 2) treat the $400 million in aggregate
repayment of the credit facility borrowings made as a condition to
Amendment No. 2 and Amendment No. 5 as a permanent prepayment of
the credit facility borrowings.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                       *     *     *

As reported by the Troubled Company Reporter on May 20, 2009,
Standard & Poor's Ratings Services raised its corporate credit
ratings on MGM MIRAGE and its subsidiaries to 'CCC+' from 'CCC',
reflecting the substantial boost to MGM MIRAGE's intermediate-term
liquidity profile provided by the recent $2.5 billion capital
raise (prior to any over-allotments on the equity offering).  S&P
also removed all ratings from CreditWatch, where they were placed
with positive implications on May 13, 2009, following MGM MIRAGE's
announced plans to raise at least $2.5 billion of capital.  The
rating outlook is developing.

The TCR said May 15 that Moody's Investors Service affirmed MGM
MIRAGE's Caa2 Corporate Family Rating and Caa3 Probability of
Default Rating following the company's announcement it intends to
issue $1.0 of new common equity and $1.5 billion of new senior
secured notes.  A B1 rating was assigned to the proposed
$1.5 billion senior secured guaranteed notes.  MGM has an SGL-4
Speculative Grade Liquidity rating and a negative rating outlook.


MICHAELS STORES: Bank Debt Trades at 18% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 81.46 cents-
on-the-dollar during the week ended Friday, July 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.08
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 July 31,
among the 144 loans with five or more bids.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of January 31, 2009, Michaels Stores had $1.62 billion in total
assets and $4.51 billion in total liabilities resulting in $2.88
billion in stockholders' deficit.  For fiscal year 2008 -- ended
January 31, 2009 -- the Company posted a $5 million net loss on
$3.81 billion in net sales.


MILACRON INC: Extends Closing of Sale to Investor Group to Aug. 7
-----------------------------------------------------------------
Milacron Inc. on July 27, 2009, entered into Amendment No. 3 to
its definitive purchase agreement with a company formed by
affiliates of Avenue Capital Group, certain funds and accounts
managed by DDJ Capital Management LLC and certain other entities
that together hold approximately 93% of the Company's 11-1/2%
Senior Secured Notes.  The Amendment, among other things, changed
the Closing Date of the sale of substantially all of Milacron's
assets to August 7, 2009, or such later date as specified
obligations and conditions of the parties are satisfied or waived.

As reported by the Troubled Company Reporter, Milacron and certain
of its subsidiaries on May 3, 2009, entered into the Purchase
Agreement to sell their assets to MI 363 BID LLC for roughly
$175 million.

Milacron also has entered into amendments to its (i) $80 Million
Senior Secured Superpriority Priming Debtor-In-Possession Credit
Facility dated as of March 11, 2009, with Avenue Investments,
L.P., and DDJ Capital Management, LLC, and (ii) $55 Million Senior
Secured, Super Priority Debtor-In-Possession Credit Agreement
dated as of March 11, 2009, with General Electric Capital
Corporation.  The Company does not consider the amendments to be
material.  Milacron is filing the amended financing documents to
provide securityholders with access to complete versions of the
Financing Agreements, as amended.

A full-text copy of Amendment No. 3 to Purchase Agreement among
Milacron Inc., certain of its subsidiaries and MI 363 BID LLC,
dated as of July 27, 2009, is available at no charge at:

              http://ResearchArchives.com/t/s?406f

A full-text copy of Amendment No. 2 to Senior Secured
Superpriority Priming Debtor-In-Possession Credit Agreement, dated
July 17, 2009, is available at no charge at:

              http://ResearchArchives.com/t/s?4070

A full-text copy of the Second Amendment to Senior Secured, Super-
Priority Debtor-In-Possession Credit Agreement, dated July 22,
2009, is available at no charge at:

              http://ResearchArchives.com/t/s?4071

                        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 April 30, 2009, the Company had $527,497,000 in total assets
and $809,732,000 in total liabilities.


MOINIAN GROUP: Expects to Default on $345 Million Loan Payment
--------------------------------------------------------------
Crain's New York Business reported that Moinian Group told lenders
it will miss a $53 million loan payment on a building at 17
Battery Place North and a $292 million payment on a building at
180 Maiden Lane, both in Manhattan, New York.  According to the
report, two months ago Moinian was forced to give up a building on
475 Fifth Ave.

According to Crain's, revelations by President and CEO Joseph
Moinian about the missed payments surprised experts because each
building seemed to be generating enough cash to service the debt.
At 180 Maiden Lane, however, the lion's share of the building is
subleased by troubled insurer AIG, but there's no guarantee it
will continue to rent when its sublease expires, the report said.

Mr. Moinian, Crain's relates, is one of a number of developers who
took full advantage of the abundant capital and low lending
standards of the boom years to gobble up properties at eye-popping
prices.  However, like other developers, Mr. Monian has been hit
by the bust and has had trouble obtaining refinancing.

The Moinian Group is one of the country's largest privately held
real estate firms, owning and managing over $8 billion in assets.


MONACO RESTORATIONS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Monaco Restorations, Inc.
        60 Mill Street
        Southbridge, MA 01550

Bankruptcy Case No.: 09-43070

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Frank D. Kirby, Esq.
                  Law Offices of Frank D. Kirby
                  5 Pleasant Street, 5th floor
                  Worcester, MA 01609
                  Tel: (617) 388-9278
                  Fax: (508) 798-0027
                  Email: frank@fkirbyesq.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 Elizabeth Monaco, president of the
Company.


MORRIS PUBLISHING: Forbearance Period Extended Until August 14
--------------------------------------------------------------
Morris Publishing Group, LLC has obtained an extension until
August 14, 2009, to make a $9.7 million interest payment on its
senior subordinated notes which was originally due February 1,
2009.  In addition, the forbearance agreement incorporates Morris
Publishing's anticipated failure to make the $9.7 million interest
payment due on August 3, 2009.  The holders of more than 80% of
the outstanding amount of senior subordinated notes have agreed to
extend the forbearance period for these payments.

Morris Publishing's senior bank group also agreed to extend until
August 14, 2009 the waiver of the cross default arising from any
overdue interest payments on the senior subordinated notes.  In
addition, the bank's revolving credit commitment was permanently
reduced to $60 million.

Morris Publishing Group, LLC -- http://www.morris.com/-- is a
privately held media company based in Augusta, Ga.  Morris
Publishing currently owns and operates 13 daily newspapers as well
as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska.


MPG JUPITER: Section 341(a) Meeting Scheduled for August 12
-----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in MPG Jupiter, Ltd.'s Chapter 11 case on August 12, 2009, at 1:30
p.m.  The meeting will be held at Room 100-B, Timberlake Annex,
501 E. Polk Street, 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.

Safety Harbor, Florida-based MPG Jupiter, Ltd., dba Sea Plum
Town Center and MPG Jupiter, Inc., filed for Chapter 11 on
July 15, 2009 (Bank. M. D. Fla. Case No. 09-15148).  Buddy D.
Ford, Esq., represents the Debtors in their restructuring efforts.
In their petition, the Debtors listed total assets of $18,374,880
and total debts of $15,533,518.


MUTUAL BANK, HARVEY: United Central Assumes All Deposits
--------------------------------------------------------
Mutual Bank, Harvey, Illinois, was closed July 31 by the Illinois
Department of Financial Professional Regulation -- Division of
Banking, which appointed the Federal Deposit Insurance Corporation
as receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with United Central Bank,
Garland, Texas, to assume all of the deposits of Mutual Bank.

Mutual Bank's 12 branches were scheduled to reopen on Saturday,
August 1, during normal business hours as branches of United
Central Bank.  Depositors of Mutual Bank will automatically become
depositors of United Central 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 United Central Bank can fully integrate the deposit
records of Mutual Bank.

As of July 16, 2009, Mutual Bank had total assets of $1.6 billion
and total deposits of approximately $1.6 billion.  In addition to
assuming all of the deposits of the failed bank, United Central
Bank agreed to purchase essentially all of the assets.

The FDIC and United Central Bank entered into a loss-share
transaction on approximately $1.3 billion of Mutual Bank's assets.
United Central 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 1-866-806-5919.  Interested parties can also
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/mutual-harvey.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $696 million.  United Central Bank's acquisition of
all the deposits was the "least costly" resolution for the FDIC's
DIF compared to alternatives.  Mutual Bank is the 69th FDIC-
insured institution to fail in the nation this year, and the
thirteenth in Illinois.  The last FDIC-insured institution to be
closed in the state was First National Bank of Danville, Danville,
on July 2, 2009.


MYERS & SONS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Myers & Sons Enterprises, Inc.
        2300 Philip Street
        New Orleans, LA 70113

Bankruptcy Case No.: 09-12337

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Robert Marrero, Esq.
                  3520 General DeGaulle Drive, Suite 1035
                  New Orleans, LA 70114
                  Tel: (504) 366-8025
                  Fax: (504) 366-8026
                  Email: marrero1035@bellsouth.net

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

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

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

           http://bankrupt.com/misc/laeb09-12337.pdf

The petition was signed by Earl Myers Jr., president of the
Company.


NATIONAL CENTURY: VI/XII TRUST'S First Quarter 2009 Report
----------------------------------------------------------

                          Current        Paid to       Balance
                          Quarter        Date          Due
                          -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation          -              -             -
2. Fees for Attorney for
      Trustee                   -              -             -
3. Fee for Attorney for
      Debtor              $57,658     $9,439,739             -
4. Other professionals      15,881      5,104,040             -
5. All expenses,
      including trustee     3,831     12,064,479             -

B. DISTRIBUTIONS:
6. Secured Creditors       225,682    494,353,519             -
7. Priority Creditors            -              -             -
8. Unsecured Creditors           -              -             -
9. Equity Security
      Holders                   -              -             -
10. Other Payments or
      Transfers             9,758     54,133,528             -
                       ----------     ----------    ----------
Total Plan Payments       $312,810   $575,095,305             -
                       ==========    ===========    ==========

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NATIONAL CENTURY: UAT First Quarter 2009 Report
-----------------------------------------------

                          Current        Paid to       Balance
                          Quarter        Date          Due
                          -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation          -              -             -
2. Fees for Attorney for
      Trustee                   -              -             -
3. Fee for Attorney for
      Debtor              $70,592    $14,063,405             -
4. Other professionals      45,175     11,114,997             -
5. All expenses,
      including trustee   218,683     21,690,710             -

B. DISTRIBUTIONS:
6. Secured Creditors             -              -             -
7. Priority Creditors            -              -             -
8. Unsecured Creditors           -    205,936,188             -
9. Equity Security
      Holders                   -              -             -
10. Other Payments or
      Transfers                 -              -             -
                       ----------     ----------    ----------
Total Plan Payments       $334,451   $252,805,301           $0
                       ==========    ===========    ==========

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NATIONAL CENTURY: VI/XII Trust 2nd Quarter 2009 Report
------------------------------------------------------

                          Current        Paid to       Balance
                          Quarter        Date          Due
                          -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation          -              -             -
2. Fees for Attorney for
      Trustee                   -              -             -
3. Fee for Attorney for
      Debtor              $23,968     $9,463,707             -
4. Other professionals      51,185      5,155,225             -
5. All expenses,
      including trustee    11,325     12,075,804             -

B. DISTRIBUTIONS:
6. Secured Creditors             -    494,353,519             -
7. Priority Creditors            -              -             -
8. Unsecured Creditors           -              -             -
9. Equity Security
      Holders                   -              -             -
10. Other Payments or
      Transfers            14,533     54,148,060             -
                       ----------     ----------    ----------
Total Plan Payments       $101,011   $575,196,315             -
                       ==========    ===========    ==========

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NATIONAL CENTURY: UAT 2nd Quarter 2009 Report
---------------------------------------------

                          Current        Paid to       Balance
                          Quarter        Date          Due
                          -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation          -              -             -
2. Fees for Attorney for
      Trustee                   -              -             -
3. Fee for Attorney for
      Debtor             $342,397    $14,405,802             -
4. Other professionals      81,118     11,196,115             -
5. All expenses,
      including trustee    90,176     21,780,886             -

B. DISTRIBUTIONS:
6. Secured Creditors             -              -             -
7. Priority Creditors            -              -             -
8. Unsecured Creditors           -    205,936,188             -
9. Equity Security
      Holders                   -              -             -
10. Other Payments or
      Transfers                 -              -
                       ----------     ----------    ----------
Total Plan Payments       $513,691   $253,318,992            $0
                       ==========    ===========    ==========

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.


NEIMAN MARCUS: Bank Debt Trades at 19% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group, Inc., is a borrower traded in the secondary market at 80.84
cents-on-the-dollar during the week ended Friday, July 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 3.70
percentage points from the previous week, The Journal relates.
The loan matures on April 6, 2013.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 31,
among the 144 loans with five or more bids.

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27
clearance centers, and a direct business. Total revenues are about
$3.9 billion.

The Company carries a Caa1 Corporate Family Rating and Caa1
Probability of Default Rating from Moody's Investors Service.


NOBLE INT'L: Suspends Duty to File SEC Reports
----------------------------------------------
Noble International, Ltd., filed with the Securities and Exchange
Commission separate Form 15-12B to suspend or terminate its duty
to file reports on account of its common stock.

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble International and its affiliates filed for Chapter 11
protection on April 15, 2009 (Bankr. E.D. Mich. Case No. 09-
51720).  The Debtors proposed Foley & Lardner LLP as their general
bankruptcy counsel.  Conway Mackenzie, Inc., has been tapped as
the Debtors' financial advisors.  The official committee of
unsecured creditors is represented by Jaffe Raitt Heuer & Weiss,
P.C.  The Debtors disclosed total assets of $190,763,000 and total
debts of $38,691,000, as of January 10, 2009.


NORTEL NETWORKS: Court OKs $21.2MM in Jan.-April Professional Fees
-----------------------------------------------------------------
Judge Kevin Gross approved the fee applications of 16
professionals that were employed by Nortel Networks Inc. and its
affiliates and the Official Committee of Unsecured Creditors for
services rendered and expenses incurred for the period from
January 2009 through April 2009.

Among the firms granted the allowance of fees and expenses are
Akin Gump Strauss Haur & Feld LLP, Clearly Gottlieb Stein &
Hamilton LLP, and Capstone Advisory Group LLC.

The fees and expenses granted for the 16 bankruptcy professionals
for the January to April 2009 interim period aggregate
approximately $21.2 million.

A list of the approved fees and reimbursable expenses is
available for free at:

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

Jackson Lewis LLP and Palisades Capital Advisors LLC await court
approval of their fee applications on account of services they
provided to the Debtors.  Jackson seeks allowance of $11,170 in
fees and reimbursement of $67 in expenses for the period May 1 to
31, 2009, while Palisades seeks allowance of $230,645 in fees and
reimbursement of $2,489 in expenses for the period from May 8,
2009 through June 30, 2009.

                      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's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  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 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: Canadian Court Recognizes Nokia Siemens Sale
-------------------------------------------------------------
Nortel Networks Corporation and its four Canadian affiliates
sought and obtained a ruling from the Ontario Superior Court of
Justice, recognizing and enforcing the June 30 order of the U.S.
Bankruptcy Court for the District of Delaware.

The June 30 order approves Nortel's entry into an agreement with
Nokia Siemens Networks B.V., to acquire their assets for
$650 million.  It also approves the bidding process governing the
sale of the assets, and the terms for payment of Nokia Siemens'
break-up fee and expenses.

                      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's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  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 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: Canada Court Allows Interim Funding for Unit
-------------------------------------------------------------
Nortel Networks Corporation and its four Canadian affiliates
sought and obtained an order from the Ontario Superior Court of
Justice, recognizing and enforcing the June 29, 2009 ruling of
the U.S. Bankruptcy Court for the District of Delaware.

The June 29 Order approves the entry of an interim funding
agreement, which provides for payment of US$157 million by U.S.-
based Nortel Networks Inc. to Nortel Networks Limited, one of the
Canadian units.

The interim funding agreement was reached by the Nortel
companies, Ernst & Young LLP and Ernst & Young Chartered
Accountants to provide NNL with sufficient liquidity at least
through September 30, 2009.

                      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's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  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 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: NCCE Wants Nelligan, Shibley as Counsel
--------------------------------------------------------
The Nortel Continuing Canadian Employees Committee asks the
Ontario Superior Court of Justice to appoint Nelligan O'Brien
Payne, LLP, and Shibley Righton LLP, as counsel for all Canadian
non-unionized employees of Nortel Networks Corporation and its
four Canadian affiliates.

NCCE's request came more than a month after the Canadian Court
dismissed the group's prior motion to appoint the two firms as
counsel as well as the motions of other groups, which sought the
appointment of law firms of their choice.  The Canadian Court's
decision issued on May 20, 2009, appointed another firm, Koskie
Minsky, as the sole representative of all terminated and current
Nortel employees in Canada.

NCCE says there is a conflict of interest between the former and
current employees in light of the recent development in NNC's
insolvency proceedings under the Companies' Creditors Arrangement
Act.

"There is a conflict of interest between the continuing employees
and the terminated employees of Nortel in respect of recent steps
taken in these proceedings such as the proposed sale to Nokia
Systems as well Nortel's announcement that it is advancing in its
discussions with external parties to sell its other businesses,"
NNCE says in court papers.  "In particular, employees of these
divisions of Nortel have a different interest than terminated
employees whose only interest is to maximize the funds available
to them," the group further says.

NCCE also asks the Canadian Court to appoint Kent Felske and Dany
Sylvain as representatives of the non-unionized employees.
Messrs. Felske and Sylvain are currently employed at Nortel
Networks Limited.

                      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's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  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 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)


OSCIENT PHARMA: Nasdaq to Delist Stock Effective August 7
---------------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock of Oscient Pharmaceuticals Corporation,
effective at the opening of the trading session on August 7, 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 5210(d), 5100,
5110(b) and IM-5100-1.  The Company was notified of the Staffs
determinations on July 10, 2009 and July 14, 2009.  The Company
did not appeal the Staff determinations to the Hearings Panel, and
the Staff determination to delist the Company became final on
July 21, 2009.

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation -- http://www.antararx.com/and
http://www.factive.com/-- markets two FDA-approved products in
the United States: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is indicated for
the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in
combination with diet.  FACTIVE is approved for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.  ANTARA accountsi
for over 80% of the Debtors' 2008 revenues.  The Debtors also have
a late-stage antibiotic candidate, Ramoplanin, for the treatment
of Clostridium difficile-associated disease.

As of December 31, 2008, the Debtors' audited consolidated
financial statements reflected total assets of $174 million and
total liabilities of $255 million.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.  In its
petition, Oscient listed assets ranging from $50,000,001 to
$100,000,000, and debts ranging from $100,000,001 to $500,000,000.


PACIFIC CAPITAL: DBRS Downgrades Issuer & Sr. Debt Rating to B
--------------------------------------------------------------
DBRS has downgraded all ratings of Pacific Capital Bancorp (PCBC
or the Company) and its bank subsidiary, Pacific Capital Bank, N.A
(the Bank), including PCBC's Issuer & Senior Debt rating to B from
BB (high) and the Bank's Deposits & Senior Debt rating to BB from
BBB.  All ratings remain Under Review with Negative Implications.

The ratings action follows a much greater than expected Q2 2009
net loss of $362.6 million.  The downgrade reflects continued
outsized losses from elevated problem loans at the Company and
DBRS's expectation of further quarterly losses even with the
announcement of future expense reduction initiatives.  Excluding
the large one-time charges taken in the second quarter, DBRS notes
that the Company's income before provisions and taxes (IBPT) is
currently negative, making it extremely difficult for PCBC to work
through its significant asset quality issues.  As a result of the
greater than expected Q2 2009 net loss, PCBC has been unable to
meet the Office of the Comptroller of the Currency's (OCC)
stricter capital requirements, which could result in more
regulatory actions and/or additional scrutiny.  Ratings also
reflect recent market events, which further constrains the
Company's financial flexibility.

The Company's ratings are underpinned by a well-established
community banking franchise along the demographically attractive
central California coastline.  The ratings also take into account
PCBC's strong niche in the nationwide RAL and RT programs, where
it processes more than 30% of all transactions in the industry.

In Q2 2009, PCBC reported a large net loss available to common
shareholders of $362.6 million compared to a net loss of
$7.9 million in the first quarter, which is typically the
Company's best performing quarter as it includes the vast majority
of its RAL and RT business results.  DBRS notes that the current
quarter included a non-cash $128.7 million goodwill impairment and
a non-cash $25.6 million tax expense from the creation of a full
valuation allowance of the Company's deferred tax asset.
Excluding these two non-cash items, the net loss would still have
been a very large $208.3 million.  Driving the loss was another
outsized loan loss provision of $194.1 million at the Core Bank.
Even excluding the provision and all one-time items incurred
during the quarter, the Company was still unable to generate
positive IBPT as expenses outpaced total revenues.  DBRS notes
that the margin did improve 26 basis points during the quarter to
2.99%, but planned asset sales and expenses associated with
problem loans should continue to pressure IBPT over the
intermediate term.

Despite high levels of charge-offs, non-performing assets (NPAs)
continue to increase at a rapid rate.  Indeed, NPAs increased
another 29% to $348.3 million, or a very high 6.17% of total loans
held for investment driven by commercial real estate loans.  It
does appear that the Company has become more aggressive in
addressing problem loans.  Approximately, 27% of all NPAs were
still current, but have evidenced weakness.  Furthermore, PCBC has
revised its loan loss reserve methodology to place more emphasis
on recent losses, which contributed $88 million of the increase in
the provision. Of the $194.1 million in provisions at the Core
Bank, $77.1 million went to cover net charge-offs (NCOs) and
$117 million built the reserve to a high 4.57% of loans and 74% of
NPAs.  Approximately 75% of the NCOs were related to the Company's
residential construction and commercial and industrial portfolios.
Annualized, Q2 2009 NCOs were 5.40% of average loans compared to
5.18% in the first quarter and 2.05% a year ago.  With rising
delinquencies, California unemployment at record levels and
housing values yet to find a bottom, DBRS expects credit costs to
remain elevated over the intermediate term and mute earnings.

While regulatory capital remains above the normal well-capitalized
threshold, the large loss prevented the Company from meeting the
higher Tier 1 leverage ratio mandated by the OCC's memorandum of
understanding.  Specifically, PCBC's leverage ratio was 5.6%,
which was significantly below the required 8.5%.  This requirement
increases to 9% by the end of the third quarter.  DBRS is most
concerned with the declining tangible common equity (TCE) ratio,
which DBRS estimates to be approaching 3%, which signifies PCBC's
loss absorption abilities are waning.  Even with asset sales, the
Company will be hard pressed to meet the stricter capital
requirements or maintain an adequate TCE ratio, especially without
a capital raise.  PCBC has acknowledged that it has hired a firm
to explore strategic alternatives and has submitted a three year
strategic and capital plan to the OCC.  Highlights of the plan
include selling $150 million of real estate secured loans by the
end of the year to reduce its CRE concentration and provide
capital relief.  Additionally, the Company is undertaking
comprehensive expense reduction initiatives that are expected to
save $45 to $55 million annually by 2012.

Another major concern is whether the regulators will allow the
Company to operate under lower capital levels during the 2010 tax
season or that some sort of off-balance sheet vehicle will be
available to support the refund anticipation loan (RAL) and refund
transfer (RT) business, which generates much needed capital.  If
PCBC is unable to operate this business at or near its full
potential, there would likely be further negative rating
implications.

The review will focus on what strategic plans management will
undertake to position the Company for improved financial
fundamentals, the ability of PCBC to operate its RAL/RT business
at or near capacity, whether balance sheet initiatives will
achieve the desired regulatory capital ratios mandated by the OCC
and whether elevated credit costs will continue to invade capital
and pressure overall results.  With a weak tangible common equity
ratio and more potential losses coming, DBRS notes that
significant downside risk to the ratings remain if large quarterly
losses continue.  The Company must make progress during the third
quarter with asset sales and raising common equity to bolster
capital metrics.

                           *     *     *

As reported in the Troubled Company Reporter on June 24, 2009,
Moody's Investors Service downgraded the ratings of Pacific
Capital Bancorp (issuer rating to Ba1 from Baa1) and its
subsidiary, Pacific Capital Bank, N.A. (long-term bank deposits to
Baa3 from A3; bank financial strength rating to D+ from C).
Pacific Capital Bank, N.A.'s short-term ratings were downgraded to
Prime-3 from Prime-2.  The ratings remain on review for possible
downgrade.

                      About Pacific Capital

Pacific Capital Bancorp (PCB) is a community bank holding company
providing full service banking, including consumer and commercial
lending, trust and investment advisory services, and other
consumer and business banking products through its subsidiaries'
retail branches, commercial and wealth management centers, and
other distribution channels to consumers and businesses primarily
located in the central coast of California.  PCB has five wholly
owned subsidiaries, Pacific Capital Bank, National Association
(the Bank or PCBNA), a banking subsidiary and four unconsolidated
subsidiaries.  The Company has four operating segments: Community
Banking, Commercial Banking, Wealth Management and Refund
Anticipation Loan (RAL)/ Refund Transfer (RT) Programs.


PENNSYLVANIA ECONOMIC: Moody's Cuts Rating on $161MM Bonds to Ba1
-----------------------------------------------------------------
Moody's Investors Service has downgraded the rating on the
$161 million of outstanding Pennsylvania Economic Development
Financing Authority's Resource Recovery Revenue Refunding Bonds
(Colver Project), Series 2005 F to Ba1 from Baa3 and revised the
outlook to negative.  This concludes the review initiated on
April 17.

The downgrade reflects the project's failure to achieve its
initial forecasts for each of the three years through November
2008 by a considerable margin thanks to consistently higher than
expected O&M and major maintenance costs.  Despite an improvement
in the project's financial performance over the past twelve
months, the negative outlook considers the likelihood that unless
the lessee is able to control its operating and maintenance
expenditures, financial performance is likely to deteriorate again
due to another scheduled increase in debt service in 2011.

O&M and major maintenance expenditures exceeded initial forecasts
by an average of nearly 18% between 2006 and 2008.  These cost
increases accounted for over 70% of the 21.5% shortfall in cash
available for debt service during this period relative to initial
forecasts.  The project's financial performance has improved
somewhat over the past twelve months, with senior debt service
coverage equal to nearly 1.6x, after a drop in the previous twelve
month period to 1.45x due in part to increased debt service
requirements.  However, metrics remain weaker than initial
expectations, as well as those of other investment grade power
project financings, particularly when considering consolidated
debt service and total rent coverages.  At 1.2x and 1.3x
respectively in the twelve months to May, total rent and
consolidated senior and subordinated debt service coverage are
more consistent with a mid-Ba category rating.

While the terms and conditions of the various transaction
documents provide senior bondholders with a degree of protection
from subordinated bond holders and lease equity, these additional
obligations create a significant drain on cash flows and limit the
project's financial flexibility and ability to build up liquidity.
Though lease equity cannot declare a default; subordinated
bondholders cannot accelerate unless senior debt has also been
accelerated, and both lease equity and subordinated bondholders
have agreed not to enforce any remedies otherwise available to
them under the transaction documents, senior bondholders can
declare a default upon a failure of the lessee to pay either
equity rent or subordinated debt service in full.  In addition,
there is no ability to defer payment of subordinated debt service,
and except in limited circumstances, deferral of equity rent is at
the discretion of lease equity.  Finally, while equity rent is
subject to lock up after failure to meet the 1.25x senior debt
restricted payments test for two consecutive semi-annual periods,
subordinated debt service is not subject to this test at all, and
until 2014 the test only becomes restrictive once total rent
coverage has already fallen below 1.0x.  Because of this, the
restricted payments test does not trap a significant amount of
cash.

The last rating action on the project bonds occurred on April 17,
2009 when the Baa3 rating was placed under review for possible
downgrade.

The Colver Project is a 111 megawatt (net) bituminous waste coal-
fired small power production facility constructed in 1995 and
located primarily in Cambria County, Pennsylvania.  The Series
2005 F senior bonds are a component of a leveraged lease financing
structure, which also includes $18 million of outstanding
Subordinated Series 2005 G Bonds.  Both series of bonds are
ultimately secured by lease payments to the owner trust from the
project's lessee, Inter-Power/ AhlCon Partners, L.P. (IAP),
together with senior and subordinated mortgage liens on the
project.  IAP sells the bulk of the energy generated by the
project to the Pennsylvania Electric Company (senior unsecured
rating: Baa2) under a power purchase agreement that expires in
2020, the same year the lease expires and approximately 18 months
after the bonds mature.  The partnership is owned by subsidiaries
of both Constellation Energy Group Inc., which has a 25% interest,
and Northern Star Generation LLC.  As of December 2007, Northern
Star has a 75% share in the partnership following its acquisition
of Inter-Power USA's 47.5% stake.


PEOPLES COMMUNITY BANK: First Financial Assumes Deposits
--------------------------------------------------------
Peoples Community Bank, West Chester, Ohio, was closed July 31 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 First Financial Bank, National Association,
Hamilton, Ohio, to assume all of the deposits of Peoples Community
Bank.

The 19 branches of Peoples Community Bank will reopen today,
August 3, as branches of First Financial Bank, N.A. Depositors of
Peoples Community Bank will automatically become depositors of
First Financial Bank, N.A.  Deposits will continue to be insured
by the FDIC, so there is no need for customers to change their
banking relationship to retain their deposit insurance coverage.
Customers should continue to use the existing branches until First
Financial Bank, N.A. can fully integrate the deposit records of
Peoples Community Bank.

As of March 31, 2009, Peoples Community Bank had total assets of
$705.8 million and total deposits of approximately $598.2 million.
First Financial Bank, N.A. will pay the FDIC a premium of 1.5
percent to assume all of the deposits of Peoples Community Bank.
In addition to assuming all of the deposits of the failed bank,
First Financial Bank, N.A. agreed to purchase essentially all of
the assets.

The FDIC and First Financial Bank, N.A. entered into a loss-share
transaction on approximately $657.6 million of Peoples Community
Bank's assets. First Financial Bank, N.A. will share in the losses
on the asset pools covered under the loss-share agreement.  The
loss-sharing arrangement is projected to maximize returns on the
assets covered by keeping them in the private sector.  The
agreement also is expected to minimize disruptions for loan
customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-866- 954-9536.  The phone number will be
operational this evening until 9:00 p.m., Eastern Daylight Time
(EDT); on Saturday from 9:00 a.m. to 6:00 p.m., EDT; on Sunday
from noon to 6:00 p.m., EDT; and thereafter from 8:00 a.m. to 8:00
p.m., EDT.  Interested parties can also visit the FDIC's Web site
at:

http://www.fdic.gov/bank/individual/failed/peoplescommunity-oh.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $129.5 million.  First Financial Bank, N.A.'s
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to alternatives.  Peoples Community
Bank is the 67th FDIC-insured institution to fail in the nation
this year, and the first in Ohio.  The last FDIC-insured
institution to be closed in the state was Miami Valley Bank,
Lakeview, October 4, 2007.


PERRY ELLIS: S&P Affirms Corporate Credit Rating at 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Miami, Florida-based Perry Ellis
International Inc., and removed all of the ratings from
CreditWatch, where they were placed with negative implications on
March 20, 2009, following the company's release of weaker-than-
expected fiscal year-end results.  The outlook is negative.  As of
May 2, 2009, PEI had about $278 million of lease and pension
obligation-adjusted debt.

"Although current credit protection measures have weakened, the
ratings affirmation reflects S&P's expectation that operating
performance and credit protection measures will improve from
current levels as a result of cost reductions and continued focus
on better working capital management as evidenced in the first
quarter," said Standard & Poor's credit analyst Bea Chiem.
However, due to the seasonality of the company's business, S&P
believes that leverage (total debt to EBITDA) may increase from
current levels during the company's third quarter (October 2009),
but should trend down by fiscal year-end January 2010.  "We
believe that PEI will remain challenged by the weak economy and
S&P does not expect the retail environment to measurably improve
until 2010," said Ms. Chiem.

The rating on Perry Ellis International Inc. reflects the
company's high debt leverage and thin operating margins,
participation in the very competitive apparel industry, and its
somewhat aggressive acquisition strategy.  The rating also
incorporates PEI's diverse portfolio of nationally recognized
brand names (primarily in men's apparel) and its distribution
channel diversity.

PEI designs and markets primarily men's sportswear, women's
swimwear, golf wear, and other casual wear.  The majority of the
company's revenues are derived from men's shirts and bottoms.
Men's apparel tends to be less fashion-sensitive, a factor that
somewhat offsets the business' product concentration.  Although
PEI is a significant player in the men's bottoms business, the
casual pants category is currently experiencing softness.  The
company also has a European platform to expand its brands
overseas.  Brands include Perry Ellis, Cubavera, Savane, Jantzen,
Original Penguin, and licensed Nike swimwear, among others.

The outlook is negative.  S&P believes that PEI may be challenged
to significantly improve its operating performance and restore
credit protection measures to historical levels in the near term.
However, S&P expects PEI to reduce leverage towards the 5x area by
fiscal 2010 year-end.  S&P estimates that this can be achieved if
the company maintains current EBITDA margins of about 6% and
revenues do not decline by more than 15% from last year.  If the
operating results weaken and leverage does not improve, S&P may
lower the ratings.  If PEI can stabilize its EBITDA, improve
operating margins and reduce leverage to less than 5x, S&P may
revise the outlook to stable.


PLIANT CORPORATION: New Plan Offers More to Unsecured Creditors
---------------------------------------------------------------
Pliant Corporation filed with the U.S. Bankruptcy Court for the
District of Delaware a second amended joint Chapter 11 plan of
reorganization, wherein unsecured creditors are expected to
recover between 3% and 6.3%.

According to Law360, the Debtor filed the new 11 plan in hopes of
winning over creditors faced with a competing plan from Apollo
Management, offering more recovery for second-lien noteholders and
more detail about executive compensation.  The Debtor argues that
the new version of its Plan is superior.

The second Amended Plan improves the expected recovery by holders
of unsecured claims:


                                 Estimated      Estimated
                                 Recovery       Recovery
                                 Under 1st      Under 2nd
     Type of Claim               Amended Plan   Amended Plan
     -------------               ------------   ------------
     Priority Non-Tax            100%           100%
     Other Secured               100%           100%
     Prepetition Credit          100%           100%
      Facility
     First Lien Notes            50.1%          40.5%-58.1
     Unsecured Claims            0.5%           3%-6.3%
     Convenience Class           100%           100%
     Senior Subordinated Notes   0.5%           0%
     Subsidiary Interests        100%           100%

The Pliant Plan is based primarily upon a prepetition compromise
and lockup agreement with the Debtors' First Lien Noteholders.
Specifically, on Feb. 10, 2009, the Debtors entered into a
Restructuring and Lockup Agreement with the holders of more than
66-2/3% of their First Lien Notes, pursuant to which the holders
agreed, subject to the terms and conditions contained in the
Lockup Agreement, to support the proposed financial restructuring.

Subsequently, the Debtors and the Ad Hoc Committee of First Lien
Noteholders mutually agreed to modify the terms of the plan of
reorganization attached to the Lockup Agreement in order to
provide greater consideration to Holders of Second Lien Note
Claims, General Unsecured Claims and certain Indenture Trustee
Claims.  The Pliant Plan provides that:

   * The Debtors' First Lien Notes will be exchanged for 98.5% of
     the Class A New Common Stock to be issued pursuant to the
     Pliant Plan.

   * Regardless of whether such parties vote to accept the Pliant
     Plan, the Holders of Second Lien Notes Claims and other
     General Unsecured Claims will receive a Pro Rata distribution
     of interests in a Creditor Trust that will hold

     a) 1.5% of the New Common Stock issued under the Pliant Plan;

     b) Series A New Warrants for the purchase of 7.5% of the
        number of shares of New Common Stock issued on the
        Effective Date at an exercise price per share that
        reflects an aggregate market value of equity of
        $420 million with a term of eight years; and

     c) Series B New Warrants for the purchase of 12.5% of the
        number of shares of New Common Stock issued on the
        Effective Date at an exercise price per share that
        reflects an aggregate market value of $500 million with a
        term of eight years.

   * The Holders of General Unsecured Claims that are equal to or
     less than $3000 will receive payment in full in Cash upon
     Allowance, and Holders of General Unsecured Claims in excess
     of $3,000 may elect to reduce their claims to $3,000 and
     receive payment in full in Cash upon Allowance.

   * The Second Lien Notes Indenture Trustee Claims and the Senior
     Subordinated Notes Indenture Trustee Claims shall be paid in
     full up to an aggregate amount of $1 million.

   * The Debtors' Prepetition Credit Facility Claims will be paid
     in full in cash and will also receive post-petition interest
     at the default rate.

   * The Claims and Interests of Pliant's existing equity holders
     will be extinguished.

A full-text copy of the amended Chapter 11 plan is available for
free at http://ResearchArchives.com/t/s?4061

A full-text copy of the blacklined amended Chapter 11 plan is
available for free at http://ResearchArchives.com/t/s?4060

                           About Pliant

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

Pliant and 10 of its affiliates filed for Chapter 11 protection on
January 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001).  James F.
Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represented the Debtors in their restructuring efforts.  The
Debtors tapped McMillan Binch Mendelsohn LLP, as Canadian counsel.
As of September 30, 2005, the Company had $604.3 million in total
assets and  $1.19 billion in total debts.  The Debtors emerged
from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Creditors
Committee selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.


PMI INSURANCE: S&P Puts 'BB-' Insurer Financial Strength Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB-'
financial strength rating on PMI Insurance Co. on CreditWatch with
negative implications.  PIC is a subsidiary of PMI Group Inc. and
a sister company to PMI Mortgage Insurance Co., the flagship
carrier of the group's mortgage insurance operations.  The
rating action on PIC has no impact on the ratings on PMI Group or
PMI MIC.

"The CreditWatch placement on PIC reflects management's decision
to stop using the entity to write new business effective Aug. 1,
2009," said Standard & Poor's credit analyst James Brender.  S&P's
rating on PIC is based on its stand-alone financial strength,
explicit support from PMI MIC, and S&P's view that PIC is
strategically important to PMI Group's mortgage insurance
operations.

"We believe that placing PIC in run-off will have a negative
effect on the company's financial strength because PIC will not
benefit from the recent improvement in credit quality and
pricing," said Mr. Brender.  The action also likely will cause us
to reclassify PIC as a nonstrategic entity of PMI Group's mortgage
insurance operations.  There is no change to the explicit support
for PIC.  PMI Group requested that S&P withdraws its ratings on
PIC, and S&P plans to withdraw the ratings after the CreditWatch
is resolved.

The most likely outcome of the CreditWatch is a one-notch
downgrade.  In resolving the CreditWatch on PIC, S&P will assess
the entity's stand-alone credit profile and S&P will reevaluate
S&P's group methodology.  S&P's stand-alone credit profile
analysis will emphasize the estimation of future claims from the
insured loan portfolio.  As mentioned above, S&P likely will
conclude that PIC is a nonstrategic entity of PMI Group, and this
reclassification could change the amount of support S&P apply to
the stand-alone credit profile.

PIC has a limited competitive position because it is not PMI
Group's primary vehicle for insuring mortgages.  Its risk in force
stems from two sources.  PIC has been providing mortgage insurance
for loans to customers on properties in the State of New York
since mid-2007.  PIC was formed to reinsure mortgages insured by
PMI MIC that required coverage greater than the statutory maximum
for single risk (usually 25%).  PMI MIC reinsured these loans
because the insured requested a coverage ratio that exceeded the
statutory limit for single risk retention (usually 25%).  PIC
stopped providing reinsurance once it became a direct writer.

PIC's operating performance and capitalization are similar to
those of PMI MIC after adjusting for its size.  PIC reported
statutory net losses of $26 million and $143 million in the first
quarter of 2009 and full-year 2008, respectively.  The main
contributor to PIC's poor operating results was a loss ratio of
233% in first-quarter 2009 and 249% in full-year 2008.  These
ratios are very similar to those of PMI MIC (201% and 240% on a
statutory basis).  PIC's operating losses have had a significant,
negative impact on its capitalization.  Risk to capital declined
to 12.8 as of March 31, 2009, from 8.7 on Dec. 31, 2006, but risk
to capital remains conservative.


POLAROID CORP: August 3 Hearing on Liquidation Plan Outline
-----------------------------------------------------------
The official committee of unsecured creditors of Polaroid
Corporation, et al., submitted on July 14, 2009, a second amended
disclosure statement with respect to the second amended chapter 11
plan of liquidation for the Debtors.

A hearing on the adequacy of the disclosure statement proposed by
the Committee has been set for August 3, 2009, at 1:30 p.m.

                        Overview of the Plan

The Plan provides for the transfer of all of the estates' assets,
including the Debtors' ownership interest in PLR IP Holdings
LLC, a joint venture with Hilco PLR Company, LLC, and Gordon
Brothers Brands, LLC, and liabilities, including claims into the
Polaroid Liquidating Trust which will be formed pursuant to the
Plan for the benefit of the estates.

The Polaroid Liquidating Trust will, among other things, have the
responsibility for liquidating certain assets, pursuing causes of
action, reconciling claims and distributing the assets of the
estates to the holders of allowed claims in accordance with the
Plan.  The Polaroid Liquidating Trust will be under the full
control of the liquidating trustee as provided in the Plan,
subject to the limitations set forth in the Plan and the
Liquidating Trust Agreement.

Under the terms of the Plan and the Polaroid Liquidating Trust,
Avidity Partners will be appointed as the Liquidating Trustee of
the Polaroid Liquidating Trust.

                     Summary of Plan Treatment

Each holder of an allowed secured claim against any Debtor or
Debtors will, at the option of the Liquidating Trustee, either:

   -- have its claim reinstated;

   -- receive cash in an amount equal to the allowed amount of
      such claim, in full and complete satisfaction of such claim;
      or

   -- receive the collateral securing its claim in full and
      complete satisfaction of such claim.

Administrative expense, priority tax, and other priority claims
will be paid in full.

Allowed general unsecured claims will receive a pro rata share  of
all Distributable Cash after (i) payment of the priority claims
and the convenience class claims and retention of amounts needed
to pay or reserve for anticipated amounts of post-confirmation
expenses.

Acorn's undisputed claim relating to the principal and accrued
prepetition interest on the $10 million advance made to Polaroid
Consumer Electronics, LLC, on April 18, 2008, will be payable on
the effective date; provided, however, that if there are
insufficient funds in the Secured Claims Reserve to pay all
allowed secured claims in full, Acorn will be required to return
to the Polaroid Liquidating Trust all amounts in excess of Acorn's
pro rata share.  The distribution to holders of allowed
Acorn/Ritchie claims is dependent upon the outcomes of the Acorn
and Ritchie litigations.

Holders of the interests or interest related claims will receive
no distribution or dividend based on account of such interests.

      Classification and Treatment of Claims and Interests

The Plan segregates the various claims against and interests in
the Debtors into six classes:

                                    Estimated       Estimated Pro
Class     Description                Amount        Rata Recovery
-----   ---------------           -----------      -------------
   1     Priority Claims            $2,450,000           100%
   2     Secured Claims               $180,377           100%
   3     General Unsecured Claims  $97,641,109        27% to 57%
   3A    Acorn/Ritchie Claims      $12,500,000            0%
   4     Debtor Intercompany
         Claims                             $0            0%
   4A    Non-Debtor Intercompany
         Claims                             $0            0%
   5     Convenience Claims           $115,411           100%
   6     Interest and Interest-
         Related Claims                    N/A           N/A

General unsecured claims under Class 3, Acorn/Ritchie claims under
Class 3A, and non-debtor intercompany claims under Class 4A are
entitled to vote.  Debtor intercompany claims under Class 4 and
interests and interest related claims in Class 6 are conclusively
presumed to have rejected the Plan and are not entitled to vote.

A full-text copy of the Committee's second amended disclosure
statement is available for free at:

       http://bankrupt.com/misc/polaroid.2ndamendedDS.pdf

                   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.

                  About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the Company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other debtor-affiliates filed
separate petitions for Chapter 11 relief on October 11, 2008
(Bankr. D. Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq.,
at Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC, is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


POLAROID CORP: U.S. Trustee Withdraws Chapter 7 Conversion Motion
-----------------------------------------------------------------
Habbo G. Fokkena, the United States Trustee Region 12, has
withdrawn his motion to dismiss or convert the Chapter 11 cases of
Polaroid Corporation and its debtor affiliates.  The U.S. Trustee
did not disclose any other information.

As reported in the TCR on June 16, 2009, the U.S. Trustee asked
Judge Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota to convert the Chapter 11 cases of Polaroid
Corporation and its debtor-affiliates to Chapter 7 liquidation
proceedings.

The U.S. Trustee said in his motion that there is no business to
rehabilitate in Chapter 11 since the Debtors have liquidated their
primary business operations and majority of their assets.  PLR
Acquistion LLC, a joint venture composed of Hilco Consumer Capital
L.P. and Gordon Brothers Brands LLC, acquired all of the assets.
The sale closed on May 7, 200.

                   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.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the Company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other debtor-affiliates filed
separate petitions for Chapter 11 relief on October 11, 2008
(Bankr. D. Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq.,
at Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC, is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


POLAROID CORP: Wants to Sell Chemical Library for $175,000
----------------------------------------------------------
PBE Corporation, formerly known as Polaroid Corporation ask the
U.S. Bankruptcy Court for the District of Minnesota for permission
to sell certain chemicals and chemical components initially
developed by Polaroid Corporation, to Edison Pharmaceuticals,
Inc., for $175,000.  $5,000 has been paid as deposit by Edison.
At closing, Edison will pay $120,000 in cash and issue a secured
promissory note for the balance of $50,000.

The chemical library was excluded from the sale of substantially
all of the Debtors' assets to PLR Acquisition, LLC, which sale
closed on May 7, 2009.  The chemical library is a collection of
more than 15,000 samples of molecules, compounds and other matter
developed by Polaroid, and also includes associated notebooks,
related know-how and a computer database of molecular structures,
analyses and synthetic routes.  Zink Imaging, Inc. holds a
royalty-free license to use and possess the chemical library,
which is currently housed at Zink's facility in Whitsett, North
Carolina.

Pursuant to an asset purchase agreement, buyer will be required to
enter into a new license agreement with Zink, on substantially the
same terms as currently provided in the Debtor's license agreement
with Zink.

A hearing on this motion is set for 1:30 p.m. on August 10, 2009.

                   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.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the Company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other debtor-affiliates filed
separate petitions for Chapter 11 relief on October 11, 2008
(Bankr. D. Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq.,
at Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC, is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


PROLIANCE INT'L: Centrum Breakup Fee Reduced; Bids Due Aug. 10
--------------------------------------------------------------
Proliance International reports that on July 24, 2009, the U.S.
Bankruptcy Court for the District of Delaware approved the final
bid procedures for the solicitation of higher or otherwise better
offers in connection with the sale of substantially all of
Proliance's North American assets as provided in an Acquisition
Agreement among Proliance, certain of the other Debtors and
Centrum Equities XV, LLC.

The Centrum Equities purchase agreement provides Centrum will pay:

   i) $500,000 upon execution of the agreement and an additional
      $1.5 million within three business days of such execution to
      an escrow agent; and

  ii) $19.5 million in cash upon closing to the sellers, subject
      to a working capital adjustment under the sale deal.

The current deadline for alternative bidders to submit bids is
August 10, 2009.  The auction (if necessary) is currently
scheduled for August 12, and the sale hearing is currently
scheduled for August 13.

The agreement originally provides that if the Debtors consummate
the sale to another party, Centrum Equities will get $900,000
break-up fee plus $275,000 expense reimbursement.

The bid procedures order, however, authorizes the Debtors to pay
to the Buyer a breakup fee equal to $645,000, plus reimbursement
of up to $137,500 of the Buyer's reasonable expenses, upon the
consummation of a competing transaction with another bidder.  The
Sellers and Buyer have entered into an amendment to the
acquisition agreement to reflect the Court order.

Proliance also reports that on July 24, 2009, the Bankruptcy Court
entered a final order permitting the Debtors to use -- subject to
substantially similar limitations as in the interim order -- their
operating revenues to pay employees, vendors and other obligations
to enable the Debtors to operate their businesses without
disruption through the closing of the sale of substantially all of
Proliance's North American assets as provided in the Acquisition
Agreement among Proliance, certain of the other Debtors and
Centrum Equities XV, LLC.

Based in New Haven Connecticut, Proliance International, Inc. --
http://www.pliii.com/-- aka Godan makes automobile parts.  The
Company and its affiliates filed for Chapter 11 on July 2, 2009
(Bankr. D. Del. Lead Case No. 09-12278).  Christopher M. Samis,
Esq. and Daniel J. DeFranceschi, Esq. at Richards, Layton & Finger
PA, represent the Debtors in their restructuring efforts.  The
Debtors' financial condition as of June 22, 2009, showed total
assets of $160.3 million and total debts of $133.5 million.


PROTOSTAR LTD: Proposes Milbank Tweed as Bankruptcy Counsel
-----------------------------------------------------------
ProtoStar Ltd. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authority to employ
Milbank, Tweed, Hadley & McCloy LLP as counsel.

Milbank will, among other things:

   -- advise the Debtors of their rights, powers and duties as
      debtors-in-possession in the continued management of its
      businesses and properties;

   -- assist the Debtors in reviewing and consummating any
      transactions contemplated during these cases including any
      financing agreements, asset sales and related transactions;
      and

   -- assist the Debtors in reviewing, estimating, and resolving
      claims asserted against their estates.

Matthew S. Barr, a member of Milbank, tells the Court that Milbank
received $1,562,366 on account of services and expenses incurred
prepetition.  On May 6, Milbank received a $500,000 advance
retainer.  As of the petition date, Milbank holds a retainer of
$237,017.

The hourly rates of Milbank's personnel are:

     Partners                     $740 - $995
     Of Counsel                   $740 - $905
     Associates                   $285 - $685
     Legal Assistants             $160 - $345

Mr. Barr assures the Court that Milbank is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Barr can be reached at:

     Milbank, Tweed, Hadley & McCloy LLP
     1 Chase Manhattan Plaza
     New York, NY 10005
     Tel: (212) 530-5000
     Fax: (212) 530-5219

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.)  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  In their petition, the Debtors listed
assets and debts both ranging from $100,000,001 to $500,000,000.
As of December 31, 2008, ProtoStar's consolidated financial
statements, which include non-debtor affiliates, showed total
assets of $463,000,000 against debts of $528,000,000.


PROTOSTAR LTD: Taps Appleby in Bermuda Restructuring Matters
------------------------------------------------------------
ProtoStar Ltd. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ the
Law Firm of Appleby as their Bermuda counsel.

Appleby will assist the Debtors with respect to all aspects of
Bermuda Corporate Insolvency, Restructuring, Liquidation and
General Corporate law.  The Debtors relate that Appleby will not
serve as bankruptcy and reorganization counsel with respect to
matters pertaining to the U.S. bankruptcy law.

Jennifer Fraser, a partner at Appleby, tells the Court that
Appleby received $164,000 as payment for prepetition services and
expenses.  Appleby is holding a $62,000 retainer balance.


The hourly rates of Appleby's personnel are:

     Partners                  $600 - $730
     Associates                $265 - $635
     Paralegals                $200 - $225

The hourly rates of professionals assigned in the Chapter 11 cases
are:

     Tonesan Amissah, partner     $710
     Ms. Fraser, partner          $700
     Alison Dyer-Fagundo, partner $600
     Keith Robinson, asscoiate    $575
     Martin Ouwenhand, associate  $575
     Steven Rees Davis            $450
     Adam Collieson               $300

Ms. Fraser assures the Court that Appleby is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Ms. Fraser can be reached at:

     Law Firm of Appleby
     Canon's Court, Victoria St.
     P.O. Box HM 1179
     Hamilton HM EX, Bermuda

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.)  The Debtor selected
Milbank, Tweed, Hadley & McCloy LLP as counsel; Pachulski Stang
Ziehl & Jones LLP as Delaware counsel; UBS Securities LLC as
financial advisor & investment banker and Kurtzman Carson
Consultants LLC as claims and noticing agent.  In their petition,
the Debtors listed assets and debts both ranging from $100,000,001
to $500,000,000.  As of Dec. 31, 2008, ProtoStar's consolidated
financial statements, which include non-debtor affiliates, showed
total assets of $463,000,000 against debts of $528,000,000.


PROTOSTAR LTD: Wants to Hire Pachulski Stang as Delaware Counsel
----------------------------------------------------------------
ProtoStar Ltd. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ
Pachulski Stang Ziehl & Jones LLP as Delaware counsel.

PSZ&J will, among other things:

   a) provide legal advice with respect to the Debtors' powers and
      duties as debtors-in-possession in the continued operation
      of their business and management of their property;

   b) prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports and other legal papers;
      and

   c) appear in Court on behalf of the Debtors and in order to
      protect the interests of the Debtors before the Court.

Prepetition, PSZ&J received $75,000 in payment for services
rendered prior to the petition date.  PSZ&J is current as of ethe
petition date but has not yet completed a final reconciliation as
of the petition date.

The hourly rates of PSZ&J's personnel are:

     Laura Davis Jones, partner       $825
     James E. O'Neill                 $595
     Kathleen  P. Makowski            $425
     Monica Molitor                   $225

Ms. Jones assures the Court that PSZ&J is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Ms. Jones can be reached at:

     Pachulski Stang Ziehl & Jones LLP
     919 N. Market Street, 17th Floor
     Wilmington, DE 19899-8705
     Tel: (302) 652-4100
     Fax: (302) 652-4400

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.)  The Debtor selected
Milbank, Tweed, Hadley & McCloy LLP as counsel; the Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  In their petition, the Debtors listed
assets and debts both ranging from $100,000,001 to $500,000,000.
As of December 31, 2008, ProtoStar's consolidated financial
statements, which include non-debtor affiliates, showed total
assets of $463,000,000 against debts of $528,000,000.


QIMONDA NA: Can Employ Hengeler Mueller as Special German Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Qimonda Richmond, LLC, et al., permission to employ Hengeler
Mueller, Partnerschft von Rechtsanwalten as special German
counsel, nunc pro tunc to June 12, 2009.

As special German counsel, Hengeler Mueller will assist the
Debtors and their U.S. counsel in prosecuting claims in excess of
$1 billion against Qimonda AG and Qimonda Dresden Gmbh & Co. OHG
(the German Affiliates), both of which are engaged in insolvency
proceedings in Germany.

Hengeler Mueller's hourly rates are:

      Partners                        EUR525
      Associates                  EUR325-EUR400
      Paraprofessionals               EUR200

Hengeler Mueller's professionals who will have primary
responsibility under the engagement and their hourly rates are:

      Daniel Weiss, Esq.              EUR525
      Viola Sailer-Coceani, Esq.      EUR525
      Bjoern Waterkotte, Esq.         EUR325

Daniel M Weiss, Esq., a parter at Hengeler Mueller, assured the
Court that the firm does not currently advise any entity or person
who have asserted claims in the Debtors' chapter 11 cases.

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The Company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.  On June 15, 2009, QAG filed
a petition for relief under Chapter 15 of the Bankruptcy Code
(Bankr. E.D. Virginia Case No. 09-14766).

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 on February 20
(Bankr. D. Del. Lead Case No. 09-10589).  Mark D. Collins, Esq.,
Michael J. Merchant, Esq., and Maris J. Finnegan, Esq., at
Richards Layton & Finger PA, represents the Debtors as counsel.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda Richmond, LLC,
listed more than $1 billion each in assets and debts.  The
information was based on Qimonda Richmond's financial records
which are maintained on a consolidated basis with Qimonda North
America Corp.


QIMONDA NA: Can Hire McGuireWoods LLP as Special Virginia Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Qimonda Richmond, LLC, et al., permission to employ McGuireWoods
LLP as special Virginia counsel, nunc pro tunc to June 15, 2009.

As reported previously in the TCR, on June 15, 2009, Qimonda AG
filed a petition under Chapter 15 of the Bankruptcy Code in the
U.S. Bankruptcy Court in the Eastern District of Virginia,
Alexandria Division, seeking recognition of its foreign insolvency
proceedings in Germany as the "foreign main proceeding."

As special Virginia counsel, McGuireWoods will:

  (a) advise the Debtors regarding proceedings pending in the
      Virginia courts, including, but not limited to the Chapter
      15 case, or matters arising under Virginia law;

  (b) act as Virginia counsel for the Debtors in any proceedings
      in the Virginia courts, including but not limited to the
      Chapter 15 case; and

  (c) perform all other necessary legal services in connection
      with these chapter 15 cases as requested by the Debtors or
      their bankruptcy counsel.

McGuireWoods' hourly rates effective January 1, 2009, are:

      Partners                    $375-$805
      Associates                  $245-$550
      Paraprofessionals           $125-$310

McGuireWoods' professionals who will have primary responsibility
under the engagement and their hourly rates are:

      Patrick L. Hayden, Esq.       $715
      Dion W. Hayes, Esq.           $600
      Aaron G. McCollouh, Esq.      $375
      Lori M. Scott, Esq.           $295
      Karen B. Cain                 $195

Dion W. Hayes, Esq., a parter at McGuireWoods, assured the Court
that the firm neither holds nor represents any interest adverse to
the Debtors or their estates, and that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The Company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.  On June 15, 2009, QAG filed
a petition for relief under Chapter 15 of the Bankruptcy Code
(Bankr. E.D. Virginia Case No. 09-14766).

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 on February 20
(Bankr. D. Del. Lead Case No. 09-10589).  Mark D. Collins, Esq.,
Michael J. Merchant, Esq., and Maris J. Finnegan, Esq., at
Richards Layton & Finger PA, represents the Debtors as counsel.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda Richmond, LLC,
listed more than $1 billion each in assets and debts.  The
information was based on Qimonda Richmond's financial records
which are maintained on a consolidated basis with Qimonda North
America Corp.


QIMONDA NA: Court Approves Standardized Bid Protection Procedures
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the motion of Qimonda Richmond, LLC, et al., for
stardardized bid protection procedures in connection with the
anticipated multiple offers for the purchase of their assets.

A copy of the approved bidding procedures is available for free
at http://bankrupt.com/misc/qimonda.biddingprocedures.pdf

A copy of the Court's order approving the bidding procedures is
available at:

   http://bankrupt.com/misc/qimonda.biddingproceduresorder.pdf

As reported in the TCR on July 21, 2009, Roberta A. DeAngelis,
acting United States Trustee for Region 3, objected to the
approval of the Debtors' motion on the ground that the allowance
or award of inchoate or potential "break-up" fees runs afoul of
the Third Circuit's ruling in Calpine Corp. v. O'Brien Envtl.
Energy, Inc. (In re O'Brien Envtl. Energy, Inc.), 181 F.3d 527,
535 (3d Cir. 1999).

According to the U.S. Trustee, in O'Brien, the Third Circuit held
that a break up fee is payable to a prospective only in the event
that a contemplated transaction is not consummated.  Thus, the
U.S. Trustee said, the pre-approval of break-up fees, whether they
be designated as bidding incentives or otherwise, may be allowed
as an administrative expense claim only after each sale is
properly noticed to parties-in-interest, there is an opportunity
for a hearing and the movant proves that, pursuant to Section
503(b)(1)(A), the administrative expense treatment for actual,
necessary costs and expenses of preserving the estate is
warranted.

In this case, the U.S. Trustee related, there are various asset
sales contemplated and little, if any, information as to what is
being sold or how the potential bid protections are to be
determined let alone actually benefit the estate.

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The Company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.  On June 15, 2009, QAG filed
a petition for relief under Chapter 15 of the Bankruptcy Code
(Bankr. E.D. Virginia Case No. 09-14766).

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 on February 20
(Bankr. D. Del. Lead Case No. 09-10589).  Mark D. Collins, Esq.,
Michael J. Merchant, Esq., and Maris J. Finnegan, Esq., at
Richards Layton & Finger PA, represents the Debtors as counsel.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda Richmond, LLC,
listed more than $1 billion each in assets and debts.  The
information was based on Qimonda Richmond's financial records
which are maintained on a consolidated basis with Qimonda North
America Corp.


R.K. MAULSBY FAMILY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: R. K. Maulsby Family Trust
        3309 Winthrop Avenue, No. 78
        Fort Worth, TX 76116

Bankruptcy Case No.: 09-44556

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Clifford Franklin McMaster, Esq.
                  309 W. 7th Street, No. 1400
                  Fort Worth, TX 76102
                  Tel: (817) 335-8080
                  Fax: (817) 429-3371
                  Email: cfmcmaster@sbcglobal.net

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

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

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

The petition was signed by Douglas S. King, managing trustee of
the Company.


RAINBOWS UNITED: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Rainbows United Inc.
        340 South Broadway
        Wichita, KS 67202

Case No.: 09-12457

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       District of Kansas (Wichita)

Judge: Chief Judge Robert E. Nugent

Debtor's Counsel: Edward J. Nazar, Esq.
            245 North Waco, Suite 402
            Wichita, KS 67202
            Tel: (316) 262-8361
            Fax: (316) 263-0610
            Email: ebn1@redmondnazar.com

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

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

The petition was signed by Steve Cox.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Emprise Bank                                          $2,363,470
PO Box 2970
Wichita, KS
67201-2970

Internal Revenue Service                              $2,347,676
Centralized Insolvency
Operations
PO Box 21126
Philadelphia, PA
19114-0326

SCKESC                                                $433,018
13939 Diagonal Rd.
PO Box 160
Clearwater, KS 67206

USD 259                                               $163,000

Blue Cross Blue                                       $72,138
Shield of Kansas

Kansas Dept of Revenue Civil                          $49,973
Tax Enforcement

KACCRRA                                               $45,801

Wichita Children's Home                               $37,284
Accounting Office

Child Start, Inc.                                     $35,230

Greater Wichita YMCA                                  $27,982

Wichita State University                              $27,765
Center for Research & Eval.
Services

IVCI, LLC                                             $19,479

Butler County Special                                 $17,486
Education

Image Quest Inc.                                      $17,196

Kansas University Medical                             $14,305
Center
Center for Child Health &
Development

Docuplex Graphics                                     $10,354

Wichita Child Guidance                                $10,180
Center

United Way of the Plains                              $10,052

Philadelphia Insurance Co.                            $9,863

Westar Energy                                         $9,517


REALOGY CORP: Bank Debt Trades at 23% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 76.60 cents-on-the-
dollar during the week ended Friday, July 31, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 3.21 percentage
points from the previous week, The Journal relates.  The loan
matures on Sept. 30, 2013.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Caa1 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 July 31,
among the 144 loans with five or more bids.

Realogy Corporation is one of the largest real estate service
companies in the United States with reported revenues of about
$4.7 billion for the year ended December 31, 2008.  Realogy was
incorporated in January 2006 to facilitate a plan by Cendant
Corporation to separate Cendant into four independent companies -
one for each of Cendant's real estate services, travel
distribution services, hospitality services (including timeshare
resorts), and vehicle rental businesses.  The separation became
effective July 2006.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

At March 31, 2009, Realogy had $8.62 billion in total assets,
$9.62 billion in total liabilities, and $997 million in
stockholders' deficit.

Moody's Investors Service on December 19, 2008, lowered its
corporate family rating on Realogy to Caa3 from Caa2 following the
company's withdrawal of an exchange offer to holders of its senior
unsecured cash pay, unsecured toggle and subordinated notes.

As reported by the Troubled Company Reporter on March 3, 2009,
Moody's said Realogy's announcement that its private equity
sponsor, Apollo Management, L.P., may invest up to $150 million in
the company during fiscal 2009 will have no immediate impact on
Realogy's credit ratings, liquidity rating or the negative rating
outlook.


RELIANCE INTERMEDIATE: DBRS Affirms Senior Notes at BB
------------------------------------------------------
DBRS has finalized the provisional rating previously assigned to
Reliance Intermediate Holdings LP's (HoldCo) Senior Notes at BB
(high) with a Stable trend.  HoldCo issued $250 million 9.50%
Senior Notes (Notes) due December 15, 2019, and a provisional
rating of BB (high) was assigned on July 7, 2009.  For details on
the assigning of the provisional rating, please see separate press
release.

The offering settled on July 30, 2009.  The Notes will be senior
secured obligations of Reliance Intermediate and will rank equally
with all of its senior indebtedness.  Proceeds from the issue will
be used to repay equity contributions, transaction fees and
expenses as well as contribute equity to its subsidiaries.

HoldCo's rating reflects the strong operating characteristics of
HoldCo's subsidiary Reliance LP (OpCo), largely driven by the
water heater rental and HVAC businesses, which accounts for the
majority of OpCo's EBITDA, coupled with financial and structural
considerations.  The strength of OpCo is predominantly reflected
in the stable cash flow stream generated from the water heater and
HVAC business segment that services a portfolio of more than
1.2 million rental water heaters in Ontario.  In addition, this
segment has related commercial activities that complement the
water heater rental business, including the retail sale, rental,
service and maintenance, and financing of HVAC equipment.  The
Company's security segment has approximately 349,000 customers
providing residential and commercial electronic security system
sales, installation, service, monitoring, and related commercial
activities across Canada.

                           *     *     *

As reported in the Troubled Company Reporter on July 21, 2009,
Standard & Poor's Ratings Services said that it assigned its
recovery rating of '4' to Reliance Intermediate Holdings LP's
proposed issuance of 10-year US$250 million senior notes, due
2019.  A recovery rating of '4' indicates S&P's expectation of
average (30%-50%) recovery if a payment default occurs.  The
ratings and recovery are based on preliminary terms and conditions
and are subject to review once final documentation is received.


RIDGE VILLAS MGMT: Case Summary 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ridge Villas Mgmt, LLC
        9460 West Peoria Avenue, Suite B
        Peoria, AZ 85345

Bankruptcy Case No.: 09-17998

Chapter 11 Petition Date: July 30, 2009

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

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

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

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

A list of the Company's 13 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/azb09-17998.pdf

The petition was signed by Lynn C. Myers.


RITE AID: Bank Debt Trades at 18% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Rite Aid
Corporation is a borrower traded in the secondary market at 81.85
cents-on-the-dollar during the week ended Friday, July 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.89
percentage points from the previous week, The Journal relates.
The loan matures on May 25, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 31,
among the 144 loans with five or more bids.

                    About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is the largest drugstore
chain on the East Coast and the third largest drugstore chain in
the U.S.  The Company operates more than 4,900 stores in 31 states
and the District of Columbia.

                           *     *     *

The Troubled Company Reporter said on June 2, 2009, Moody's
Investors Service assigned a B3 rating to Rite Aid Corporation's
$400 million term loan due 2015.  All other ratings, including the
company's Caa2 Corporate Family Rating, Caa2 Probability of
Default Rating, and SGL-4 Speculative Grade Liquidity rating, were
affirmed.

According to the Troubled Company Reporter on April 29, 2009,
Fitch Ratings has affirmed Rite Aid's Issuer Default Rating at
'B-' and revised the Rating Outlook to Negative from Stable.  Rite
Aid had $6 billion of book debt outstanding as of February 28,
2009.


RITZIO INTERNATIONAL: Moody's Withdraws 'Caa3' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service has withdrawn the Caa3 corporate family,
Caa3 senior unsecured and Ca probability of default ratings of
Ritzio International Limited.  Ritzio International has
US$280 million of outstanding Notes rated by Moody's.  The ratings
were withdrawn on request of the issuer for business reasons, and
following a formal default on the coupon payment on 27 July 2009,
as previously anticipated by Moody's downgrade of the PDR to Ca on
May 22, 2009.  Moody's understand that the company is in formal
debt restructuring negotiations with the creditors.

The previous action of the agency was on 22 May 2009, when Moody's
downgraded to Caa3 from Caa2 the corporate family and senior
unsecured ratings of the existing US$280 million Loan
Participation Notes due 2010, and to Ca from Caa2 the probability
of default rating of Ritzio International Limited, and left the
ratings on review for possible downgrade pending the outcome of
the imminent liquidity issues and ultimate refinancing risks.  The
rating action was triggered by the increased probability of
termination of the company's operations in Ukraine, contributing a
significant share of the company's revenue and the bulk of its
EBITDA.  Their discontinuation effective June 2009 had a major
negative effect on Ritzio International's credit profile and its
ability to support debt service.

Ritzio International Limited is a gaming operator in Europe, Latin
America, CIS and the Baltics, primarily operating slot machine
halls.  Ritzio International reported revenue of US$354.5 million
and Operating profit before depreciation, amortization and
financing costs of US$88 million for the first nine months of
2008.


SANTA FE HOLDING: Section 341(a) Meeting Scheduled for August 21
----------------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of creditors
in Icon Realty Corp.'s Chapter 11 case on August 21, 2009, at
1:00 p.m.  The meeting will be held at the Customs House, 701
Broadway, Nashville, Tennessee.

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.

Brentwood, Tennessee-based Santa Fe Holding Company, Inc., and its
affiliates filed for Chapter 11 on July 15, 2009 (Bankr. M. D.
Tenn. Case No. 09-07856).  Tristan Manthey, Esq., and William H.
Patrick III, Esq., at Heller Draper Hayden Patrick & Horn LLC
represent the Debtors in their restructuring efforts.  In their
petition, the Debtors listed assets and debts both ranging from
$10,000,001 to $50,000,000.


SEANERGY MARITIME: Seeks July 2010 Extension of Covenant Waivers
----------------------------------------------------------------
Seanergy Maritime Holdings Corp. discloses it is in active
negotiations with its lender on an extension to be granted on its
market value-to-loan covenant waiver, subject to the review of new
charterparty agreements.  Seanergy says its lender has indicated
willingness to extend the waiver, which recently expired, until
July 1, 2010.

"We expect the extension of this waiver to be granted, thus the
presentation of our long term debt in the attached financial
statements assumes that the extension of this waiver will be
granted and accordingly, substantially all of our long-term debt
continues to be classified as non-current as of June 30, 2009,"
Seanergy says.

"To the extent that we are unable to obtain this waiver, any long-
term debt for which we have been unable to secure a market value
to loan covenant waiver will be required to be classified as
current, reflecting our lender's ability to call that debt at any
time at their option."

As successor to Seanergy Maritime Corp., Seanergy Maritime
Holdings Corp. -- http://www.seanergymaritime.com/-- is a
Marshall Islands corporation with its executive offices in Athens,
Greece.  The Company is engaged in the transportation of dry bulk
cargoes through the ownership and operation of dry bulk carriers.
The Company purchased and took delivery of six dry bulk carriers
in the third and fourth quarters of 2008 from companies associated
with members of the Restis family.  Its current fleet is comprised
of two Panamax, two Supramax and two Handysize dry bulk carriers
with a combined cargo-carrying capacity of 316,676 dwt and an
average fleet age of approximately 11 years.

The Company's common stock and warrants trade on the NASDAQ Global
Market under the symbols SHIP and SHIP.W, respectively.  Prior to
October 15, 2008, the Company's common stock and warrants traded
on the NYSE Alternext US LLC (formally known as AMEX) under the
symbols SRG, SRG.W, respectively.


SERVICE MASTER: Bank Debt Trades at 15% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Service Master is
a borrower traded in the secondary market at 84.52 cents-on-the-
dollar during the week ended Friday, July 31, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 3.78 percentage
points from the previous week, The Journal relates.  The loan
matures on July 24, 2014.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B1 rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 31, among the 144 loans
with five or more bids.

The ServiceMaster Co. -- http://www.servicemaster.com/-- serves
residential and commercial customers through a network of over
5,500 company-owned locations and franchised licenses.  The
Company's brands include TruGreen, TruGreen LandCare, Terminix,
American Home Shield, ServiceMaster Clean, Merry Maids, Furniture
Medic, and AmeriSpec. The core services of the Company include
lawn care and landscape maintenance, termite and pest control,
home warranties, disaster response and reconstruction, cleaning
and disaster restoration, house cleaning, furniture repair, and
home inspection.


SIMMONS CO: Meets Conditions to Continue Forbearance Until Aug. 14
------------------------------------------------------------------
Simmons Bedding Company, a subsidiary of Simmons Company,
confirmed that as of Friday it has satisfied the conditions that
were necessary to continue its forbearance period with its senior
bank lenders through August 14, 2009.  The Company said June 30
that the senior bank lenders' agreement to a forbearance period
lasting until August 14, was subject to Simmons meeting certain
conditions by July 31.

The Company also said June 30 that the forbearance agreement with
the majority of the holders of its $200.0 million 7.875% senior
subordinated notes was extended until August 14.

As reported by the Troubled Company Reporter on July 17, 2009,
Simmons Bedding did not make the scheduled interest payment of
$7.9 million due on July 15 on its $200.0 million 7.875% senior
subordinated notes.

Under the terms of Simmons Bedding's existing forbearance
agreement with the majority of the outstanding holders of the
Notes, the holders of a majority of the Notes have agreed to
refrain from exercising their rights and remedies under the Notes
with respect to such non-payment of interest.

The Company's cash on hand as of July 14 was roughly $62 million,
which was available to pay operating costs and expenses.

At March 28, 2009, the Company's balance sheet showed total assets
of $875.6 million and total liabilities of $1.2 billion, resulting
in a stockholders' deficit of about $367.0 million.

                   About Simmons Bedding Company

Atlanta-based Simmons Bedding Company -- http://www.simmons.com/-
- is one of the world's largest mattress manufacturers,
manufacturing and marketing a broad range of products including
Beautyrest(R), Beautyrest Black(R), Beautyrest Studio(TM),
BeautySleep(R), ComforPedic by Simmons(TM), Natural Care(R) and
Beautyrest Beginnings(TM). Simmons Bedding operates 19
conventional bedding manufacturing facilities and two juvenile
bedding manufacturing facilities across the United States, Canada
and Puerto Rico. Simmons Bedding also serves as a key supplier of
beds to many of the world's leading hotel groups and resort
properties.


SMART BALANCE: S&P Gives Developing Watch; Affirms 'B-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Paramus, New Jersey-based Smart Balance Inc. to
developing from positive.  At the same time, S&P affirmed its
ratings on the company, including the 'B-' corporate credit
rating.

"The outlook revision reflects S&P's concerns about the potential
for a very tight covenant cushion by fiscal year-end 2009, when
the company's senior leverage ratio steps down by a full turn to
1.25x," said Standard & Poor's credit analyst Christopher Johnson.
S&P could consider a negative outlook or lower the rating if the
company violates its bank covenant and cannot restore sufficient
covenant cushion.  However, given the company's continued sales
and EBITDA growth, relatively good credit measures, and improving
cash flows, S&P could also consider a positive outlook or a higher
rating if it maintains an adequate covenant cushion through the
step-down period by improving its operating performance and/or
amending its current covenant structure.

The ratings on Smart Balance Inc. reflect the company's narrow
product focus, customer and supplier concentration, and small size
relative to its financially stronger and larger competitors.  The
company also benefits from its participation in the faster growing
"better for you" segment of the packaged food industry.

Smart Balance is a marketer of functional food products,
distributing a line of "heart-healthy" and "low-fat" foods,
including buttery spreads, popcorn, peanut butter, cooking/salad
oil sprays, mayonnaise, and other grocery items.  There is product
concentration risk, as spreads and butter blends accounted for
more than 60% of sales volume in 2008.  However, Smart Balance is
the third-largest margarine company and brand, based on U.S.
sales.

Products are branded Smart Balance, Earth Balance (organic), and
Smart Beat (lactose free), and compete against those of larger and
financially stronger competitors, including Unilever PLC, ConAgra
Foods Inc., and Kraft Inc.  Using licensed patented technologies,
the company makes products that are formulated to be naturally
trans-fat-free, and claim to enhance HDL to LDL (cholesterol)
ratios through a balance of fats.  These patents are exclusively
licensed from Brandeis University and expire in April 2015.  Smart
Balance has benefited from increased consumer awareness about
trans-fats and the FDA requirement that all nutrition labels list
trans-fat content.  There is some customer concentration, as sales
to Wal-Mart Stores Inc. constituted about 20% of sales in 2008,
and no geographical diversification, as all sales are domestic.

The developing outlook reflects S&P's concerns about Smart
Balance's potentially tight covenant cushion by fiscal year-end
2009, as well as S&P's expectations that operating performance
will continue to improve and that credit measures will remain
better than medians for the current ratings.  S&P could revise the
outlook to negative or lower the ratings if the company fails to
maintain an adequate cushion under its financial covenants through
the step down period. Given S&P's very tight estimates for EBITDA
cushion on the company's senior leverage covenant, S&P believes a
covenant breach could occur if the company even modestly misses
S&P's 2009 sales growth estimate of slightly more than 15% and
EBITDA remains flat year-over-year.  Alternatively, S&P could
revise the outlook to positive or raise the ratings if Smart
Balance maintains an adequate covenant cushion through the step-
down period by improving its operating performance and/or amending
its current covenant structure.


SOUTHEAST BANKING: Wants Aug 31 Extension of Plan's Effective Date
------------------------------------------------------------------
Jeffrey H. Beck, as Chapter 11 trustee for the estate of
Southeast Banking Corporation, asks the U.S. Bankruptcy Court for
the Southern District of Florida to extend the deadline for the
occurrence of the effective date of the Third Amended Chapter 11
Plan of Reorganization for SEBC until August 31, 2009.

The Bankruptcy Court had previously approved the trustee's motion
extending the effective date of the Plan to June 30, 2009, or such
later date as may be selected by the Trustee upon consultation
with the Ad Hoc Committee and the Indenture Trustees and approved
by the Bankruptcy Court.

The trustee tells the Court that four major financial institutions
which he did not identify had expressed interest to consider
making the investment required to consummate the plan either
independently or in conjunction with other investors.

As reported in the Troubled Company Reporter on March 20, 2009,
the Bankruptcy Court entered on March 13, 2009, an order
confirming the trustee's Third Amended Chapter 11 Plan of
Reorganization for Southeast Banking Corporation.  Section 1.38 of
the Plan provides that the Plan must be consummated on or before
April 30, 2009.

On April 28, 2009, Modena 2004-1 LLC notified the Trustee of its
election to terminate the Master Subscription Agreement pursuant
to Section6.12(f) thereof.  Accordingly, the Effective Date will
not occur on or before April 30, 2009.

Other than the modification to the Plan's Effective Date, the Plan
remains unchanged.

                    Summary of the Transaction

The Plan proposes to rehabilitate SEBC and certain of its non-
debtor subsidiaries by recapitalizing SEBC through an investment
of $1.639 billion by Modena 2004-1 LLC, an indirect wholly owned
subsidiary of Merrill Lynch & Co., Inc., and reorganizing SEBC
into SEBC Financial Corporation, with a new holding company, SEBC
Holdings, LP.  SEBC Holdings will own 60% of the common stock of
Reorganized SEBC and a new subsidiary, SEBC Real Estate, LLC, that
will acquire and hold SEBC's real estate-owning subsidiaries.  The
equity investment would be utilized by Reorganized SEBC to
purchase equity securities from a newly formed special purpose
vehicle to be established on or after the Closing Date.

A full-text copy of the Disclosure Statement explaining the
Trustee's Third Amended Plan for Southeast Banking Corporation,
dated February 9, 2009, is available for free at:

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

As provided in the Plan, upon the occurrence of the Effective Date
Reorganized SEBC will file and publish a separate Notice setting
forth that the Transaction has closed and the Effective Date has
occurred.

                     About Southeast Banking

Southeast Banking Corp. was the holding company of Southeast Bank,
N.A., and its sister institution, Southeast Bank of West Florida,
and the direct or indirect parent of a number of subsidiary
corporations and affiliates, active and inactive, which at various
times conducted substantial business throughout the State of
Florida and beyond.  The businesses of SEBC and its affiliates
consisted of banking, real estate investment and development,
insurance, mortgage banking, venture capital, and asset
investment.

At the time of their failure the Banks had total assets of
$10.5 billion and total deposits of $7.6 billion.  Most of the
assets were with SEBNA, which had 218 of the combined 224 branches
and all but $100 million of the assets.  Together, the two banks
had approximately 6,200 employees, operating exclusively in
Florida.

On September 20, 1991, Southeast Bank filed a voluntary petition
under Chapter 7 of the Bankruptcy Code (Bankr. S.D. Fla. Case
No. 91-14561).  Southeast Bank, N.A., was seized by federal
regulators while Southeast Bank of West Florida was seized by
state regulators on September 19, 1991.  On September 20, 1991,
SEBC's board of directors voted to authorize the filing of a
voluntary Chapter 7 petition, and then promptly resigned along
with all of SEBC's officers.

Jeffrey H. Beck was the fourth Trustee appointed in the Debtor's
liquidation proceeding.

This bankruptcy case was converted to Chapter 11 on September 17,
2007, almost sixteen years after its initial filing.


SPLASH POOLS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Splash Pools, Inc.
        5955 Clark Center Ave.
        Sarasota, FL 34238

Bankruptcy Case No.: 09-16581

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Scott A. Stichter, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  Email: sstichter.ecf@srbp.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 James S. Dellinger, president of the
Company.


STANFORD GROUP: Court Denies SEC Move to Bar Clawbacks
------------------------------------------------------
Ralph S. Janvey, in his capacity as receiver for the Stanford
International Bank, Ltd., et al., said that the U.S. District
Court for the Northern District of Texas, in Dallas, held a
hearing at 5:00 p.m., on Friday, July 31, 2009 regarding: (1) the
Receiver's July 28 motion to establish expedited and summary
proceedings for consideration of the Receiver's amended complaint
regarding claw backs, (2) the Receiver's related motion to extend
the account freeze on certain customer accounts and (3) the SEC's
motion to amend the Receiver's Order of Appointment to prohibit
the Receiver from pursuing claw backs.

The District Court denied the SEC's motion to prohibit the
Receiver from pursuing claw back claims.  Although the Court also
denied the Receiver's motion for an extension of the freeze
(except with regard to interest payments that may be held), the
Court temporarily stayed (suspended) its previous order vacating
the freeze (i.e. mandating the automatic release of all frozen
accounts on August 3, 2009) for a 10- day period following the
entry of an order reflecting his intentions as articulated at the
hearing so that the Receiver could appeal the order if he so
chose.  The freeze with respect to former Stanford financial
advisors, certain former Stanford employees and persons indebted
to the Stanford entities which was continued in the June 29 Order
was not affected by the Court's ruling.

The Court essentially ruled that it would allow claw back claims
against investors only for purported interest payments.  The Court
stated that the law as to the ability to bring claw back claims
against innocent investors for principal was arguably unclear but
that the appellate court may have a different view as to the
proper interpretation of the law in these circumstances. The Court
remarked that, if the Fifth Circuit agreed with the Receiver's
interpretation of the law, then the pursuit of such claims is
necessary in order to meet the Receiver's duty to maximize the
assets for distribution to Stanford victims. Accordingly, the
Receiver will file an appeal with the Fifth Circuit on an
expedited basis regarding the ability to pursue claw back claims
for principal.

Activities regarding the pursuit of claw back claims against
investors for principal will cease until such time as the Fifth
Circuit provides its guidance with regard to whether or not these
claims may be pursued through treatment of such investors as
relief defendants.

                 About Stanford International

Domiciled in Antigua, Stanford International Bank
Limited -- http://www.stanfordinternationalbank.com/-- is a
member of Stanford Private Wealth Management, a global financial
services network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
serves more than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston).  The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).  See
http://www.usdoj.gov/criminal/vns


STANFORD GROUP: Receiver Seeks to Recover $925-Mil. from CDs
------------------------------------------------------------
Ralph S. Janvey, in his capacity as receiver for the Stanford
International Bank, Ltd., et al., on July 28, 2009, filed papers
with the U.S. District Court for the Southern District of Texas,
in Dallas, seeking the return to the Receivership Estate of
approximately $925 million of funds related to Stanford
International Bank Ltd. certificates of deposit.  The Receiver's
goal in pursuing these claims is to achieve equity for all
investors by maximizing the assets of the Estate.

The $925 million consists of (1) approximately $40 million of
fees, commissions and loans related to CDs from 66 former Stanford
financial advisors, (2) approximately $373 million of purported CD
redemption or interest payments from more than 500 SIB account
holders who have Stanford Group Company or Stanford Trust Company
accounts that are frozen under the Court's February 2009 order
(these frozen accounts contain approximately $300 million of
assets that would be available to satisfy the claims against these
account holders), (3) approximately $18 million of such funds from
40 account holders who have signed agreements with the Receiver
regarding release of their accounts and have wired funds into the
Receiver's escrow account and (4) approximately $494 million from
the 49 other SIB account holders that received the largest amounts
of purported CD redemption or interest proceeds after January 1,
2008 that are not covered by one of the categories above (these
defendants do not have frozen accounts at Stanford Group Company
or Stanford Trust Company). The 66 former financial advisors and
certain of the other relief defendants were named as defendants in
prior complaints, which are superseded by the amended complaint
filed July 28.

The persons listed in the amended complaint are a very small
percentage of the more than 20,000 investors who have thus far
received little or nothing from their investment in SIB CDs. Upon
recovery, these funds will be shared by all CD investors,
including those from whom the funds are recovered.

Many people say they do not understand why the Receiver would seek
to recover funds from persons who may have been victims themselves
of the Stanford fraud. As explained in the filings, the Receiver
believes the redemption, interest and other payments were made
with money stolen by the Stanford entities from other CD holders
and therefore should be equitably distributed among all the
victims.

CD customers who received redemptions or interest payments may
believe the proceeds were a return of an investment placed with
what they thought was a legitimate bank, Stanford International
Bank Ltd. In reality, the money that CD customers received was not
their money, was not a return of their investment, and was not
generated by any of SIB's other business ventures. The funds used
to pay purported CD interest and redemptions were simply money
that was stolen from the thousands of CD holders who were deceived
into purchasing CDs and who, by chance, or as the result of sales
tactics by brokers, had not withdrawn funds from SIB as of the
date the Receivership was put in place.

If recovered in full, the $925 million in the aggregate would
represent the Estate's largest single asset, significantly greater
in size than the amount likely to be recovered from all other
assets of the Estate combined, based on information currently
available to the Receiver. The Receiver believes the Court's order
requires the claims to be pursued in order to maximize assets
available for distribution to all victims of the fraud.

The Receiver intends to evaluate and pursue other similar claims
based on a cost/benefit analysis, in which the costs to the Estate
of pursuing a claim are compared to the benefits to be achieved
(considering both the likelihood of recovery and the amount to be
recovered if successful).

As detailed in the filings, the claims for the return of funds are
fully supported by case law and have been upheld under the
established legal principle of "equality is equity."

A full-text copy of the amended complaint is available at no
charge at http://researcharchives.com/t/s?408e

                 About Stanford International

Domiciled in Antigua, Stanford International Bank
Limited -- http://www.stanfordinternationalbank.com/-- is a
member of Stanford Private Wealth Management, a global financial
services network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
serves more than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston).  The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).  See
http://www.usdoj.gov/criminal/vns


STATION CASINOS: Gets Interim Access to $75 Mil. of DIP Financing
-----------------------------------------------------------------
Station Casinos, Inc., and its debtor affiliates seek authority
from Judge Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada to obtain up to $150,000,000 of postpetition
financing from Vista Holdings, LLC, a wholly owned non-debtor
subsidiary of SCI, on an unsecured and uncommitted Section 364(b)
administrative priority basis.

The Debtors' ability to obtain the postpetition financing, in
addition to using the collateral securing their prepetition
indebtedness, is critical to the Debtors' ability to continue as
a going concern during the course of their Chapter 11 cases, the
Debtors' counsel, Paul S. Aronzon, Esq., at Milbank, Tweed,
Hadley & McCloy LLP, in Los Angeles, California, tells the Court.
SCI needs immediate access to financing from Vista on an interim
basis because SCI does not have immediate access to sufficient
cash collateral to satisfy the funding requirements of the other
Debtors, Mr. Aronzon adds.

Proceeds from the postpetition financing will be used to fund
ongoing working capital needs, expenses of operations, including,
employee payroll expenses and costs of administering the Debtors'
estates.

SCI will exclusively use money borrowed from Vista, prior to the
use of any other cash maintained at the Debtors' or in any of
their other subsidiaries' accounts, to fund all disbursements
permitted under a 13-week consolidated cash flow forecast, a
full-text copy of which is available for free at:

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

Vista will fund all disbursements permitted by the Budget, other
than the Excluded Line Items, by making postpetition financing
available to SCI at any time that Vista's cash balance is equal
to or greater than $100,000,000.  After Vista's cash balance is
reduced to less than $100,000,000, Vista may make the
postpetition financing available to SCI on a discretionary basis.

Borrowings under the DIP Financing cannot exceed (i) an aggregate
amount equal to $75,000,000 at any time following the entry of an
interim order, but prior to the entry of a final order, and (ii)
an aggregate amount equal to $150,000,000 at any time following
the entry of a final order.

Each borrowing under the DIP Financing is conditioned on (i)
Vista's receipt of Borrower's executed DIP Credit Agreement, (ii)
Vista's receipt of an executed Uncommitted Loan Notice, (iii)
other than for approvals from Gaming Authorities, all
governmental and third party approvals for the DIP Financing
having been obtained by Borrower, and (iv) there being no Events
of Default under the DIP Credit Agreement.

The DIP Credit Agreement contains these other salient terms:

  Borrower:                   Station Casinos, Inc.

  Interest Rate:              Interest accrues at a fixed rate
                              per annum equal to the LIBOR Rate
                              in effect on the closing date plus
                              2.5%

  Maturity Date:              The earliest of (i) the date which
                              is 75 days after the date an
                              interim order is entered by the
                              Court if a final order has not
                              been entered by the Court before
                              that date, unless extended by
                              Vista; (ii) February 10, 2010;
                              (iii) 10 business days after the
                              effective date of a plan of
                              reorganization; and (iv) the date
                              of termination in whole of the DIP
                              Commitments or the acceleration of
                              the DIP Financing.

  Events of Default:          An Event of Default occurs if:

                                 * SCI fails to timely pay DIP
                                   Financing obligations;

                                 * SCI fails to perform
                                   covenants and agreements
                                   under the DIP Credit
                                   Agreement;

                                 * any DIP Document is
                                   determined to be invalid;

                                 * a Chapter 11 trustee is
                                   appointed in any of the
                                   Chapter 11 cases;

                                 * any of the Chapter 11 Cases
                                   is converted to Chapter 7;

                                 * the Interim DIP Order or the
                                   Final DIP Order is revoked,
                                   reversed, stayed, modified,
                                   supplemented, or amended
                                   without the consent of Vista;
                                   or

                                 * any Casino License is
                                   revoked, suspended,
                                   rescinded, denied or not
                                   renewed when required in
                                   accordance with its terms and
                                   as a result, the casino or
                                   casinos governed are not able
                                   to operate for a period of
                                   three or more days.

  Carve-Out:                  The DIP Credit Agreement contains
                              a carve-out provision, which
                              parallels the Carve-Out to which
                              the Prepetition Agent and the
                              Prepetition Lenders have agreed to
                              subordinate their claims.

  Subordination of
  Repayment:                  Vista will have no right to
                              repayment, reimbursement or
                              enforcement of any kind or nature,
                              other than the prosecution of
                              allowance of an unsecured
                              administrative claim, and the
                              Debtors will not be authorized to
                              make any cash payment to Vista, on
                              account of the DIP Financing until
                              all of the Prepetition Obligations
                              and any Superpriority Claims are
                              indefeasibly paid in full in cash,
                              or otherwise refinanced under a
                              reorganization plan to which the
                              Prepetition Lenders have
                              consented.  The Debtors will not
                              borrow from Vista to finance any
                              uses of cash that are inconsistent
                              with the Interim Order or as
                              otherwise approved by the
                              Prepetition Lenders.

  Borrower's
  Indemnification:            SCI will indemnify the Prepetition
                              Agent and the Prepetition Lenders
                              and their affiliates and agents
                              against, and hold them harmless
                              from, all losses and damages
                              asserted against the Indemnified
                              Parties arising out of, or in
                              connection with, any DIP Document
                              and the DIP Financing,
                              irrespective of the Indemnified
                              Parties' negligence, provided that
                              SCI need not indemnify and hold an
                              Indemnified Party harmless on
                              account of an Indemnified Party's
                              willful misconduct or gross
                              negligence as determined by a
                              court.

A full-text copy of the DIP Credit Agreement is available for
free at http://bankrupt.com/misc/scidippact.pdf

                         *     *     *

Judge Zive authorizes the Debtors, on an interim basis, to obtain
not exceeding $75,000,000 of Postpetition Financing from Vista
and intercompany loans from Past Enterprises on an unsecured
basis.

Judge Zive will convene a hearing on September 2, 2009, at
9:30 a.m. (prevailing Eastern Time), to consider final approval of
the motion.  Objections, if any, are due August 21.

A full-text copy of the Interim DIP Order is available for free
at http://bankrupt.com/misc/sciinterimorder.pdf

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No.: 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.


STATION CASINOS: Has Interim Nod to Access Cash Collateral
----------------------------------------------------------
Station Casinos, Inc., as borrower, Deutsche Bank Trust Company
Americas, as administrative agent for a consortium of lenders
entered into a prepetition credit agreement, which provided SCI
with a $250,000,000 term loan facility and a $650,000,000
revolving credit facility.

Certain non-debtor subsidiaries of SCI guaranteed all of SCI's
obligations under the Prepetition Credit Agreement.  SCI and
certain of the Guarantors granted liens and security interests to
the Prepetition Agent as security for repayment of the
Prepetition Obligations in (a) substantially all of SCI and the
Guarantors' personal property, and (b) certain parcels of real
property.  In addition, each Holding Company pledged to the
Prepetition Agent all of its equity interests in SCI and all of
the equity interests' products and proceeds as security for the
repayment of the Prepetition Obligations.

To satisfy their ongoing general corporate and working capital
expenses and pay operating costs and expenses, the Debtors have a
need to use cash, including all of the cash collateral securing
their prepetition obligations, in addition to the proceeds from
the postpetition financing the Debtors seek to obtain from Vista
Holdings, LLC, Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, in Los Angeles, California, contends.

The Debtors require the use of the Cash Collateral to carry on
the operations of their businesses and administer and preserve
the value of their assets, including the prepetition collateral.
In that regard, the Debtors sought and obtained consent from the
prepetition required lenders for the use of the Cash Collateral
from and after the Petition Date.

By this motion, the Debtors seek the Court's authority to use the
cash collateral, subject to a 13-week consolidated cash flow
forecast, a full-text copy of which is available for free at:

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

The Prepetition Agent, for the benefit of the Prepetition Secured
Parties, will receive, as adequate protection:

  -- replacement liens on all assets, other than the excluded
     assets, of the Debtors;

  -- a superpriority claim against the Debtors pursuant to
     Section 507(b) of the Bankruptcy Code;

  -- a catch up payment of all unpaid prepetition interest and
     fees;

  -- current cash payment of all postpetition interest and fees
     accrued under the Prepetition Loan Agreement or other
     applicable prepetition agreements;

  -- current cash payment to the prepetition Term Lenders of
     scheduled principal amortization payments in the amounts
     and on the dates due in accordance with the Prepetition
     Loan Agreement;

  -- payment of prepetition and postpetition reasonable fees and
     expenses of the Prepetition Agent's lead co-counsel, local
     counsel, and financial advisor and a single legal counsel
     to each other Agent; and

  -- confirmation of liens on all assets of SCI's wholly-owned,
     non-debtor subsidiary Past Enterprises, Inc., including all
     deposit of Past Enterprises, in favor of the Prepetition
     Agent to secure the Prepetition Obligations.

The Adequate Protection Liens and the Superpriority Claim will be
subject to the estates' payment of these expenses:

  -- unpaid fees due and payable to the Clerk of the Bankruptcy
     Court and the Office of the U.S. Trustee; and

  -- costs, fees, and expenses incurred by professionals
     employed pursuant to Section 327 by the Debtors and any
     Committee, which do not exceed $100,000.

As a condition to Cash Collateral use, SCI and the other Debtors
have stipulated to the validity, extent and priority of the
Prepetition Obligations and the Prepetition Liens and have agreed
to release and to not bring claims or assert defenses or set off
rights relating to the Prepetition Obligations against the
Prepetition Agent and the Prepetition Lenders, subject to the
right of any other party-in-interest to investigate and commence
suit against the Prepetition Agent and Lenders in the time frame
permitted under an interim and final order.

Absent occurrence of an Event of Default, the Debtors' right to
use Cash Collateral terminates on January 31, 2010.  If the
effective date of a plan of reorganization to which the
Prepetition Lenders have consented has occurred, use of Cash
Collateral will terminate on the earlier of 10 days following the
plan effective date and February 10, 2010.

Cash or Cash Equivalents pledged to Bank of America, N.A., by
Vista to secure the Cash Management Obligations of Station
Casinos, Inc., and its subsidiaries will be included in the
definition of "Cash Collateral."

             Drop Down Loans & CV PropCo Contributions

The Debtors also seek the Court's permission for SCI to extend
intercompany loans to Past Enterprises and several non-debtor
subsidiaries and joint ventures, a list of which is available for
free at http://bankrupt.com/misc/scindjv.pdf

Proceeds of the Drop Down Loans will be used by the Drop Down
Borrowers for working capital and general corporate purposes.
Subject to the Budget, all proceeds of Drop Down Loans received
by Past Enterprises will be on-lent to the applicable non-Debtor
Guarantors, a list of which is available for free at:

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

Moreover, the Debtors seek the Court's permission for SCI to
extend cash equity contributions to CV HoldCo, LLC, a wholly
owned non-debtor subsidiary of SCI.  CV HoldCo, in turn, will
immediately contribute the proceeds of the intercompany advances
as cash equity contributions to its wholly owned subsidiary, CV
PropCo, LLC.

Proceeds of the CV PropCo Contributions will be used by CV PropCo
to make regularly scheduled interest payments at the non-default
rate on its Land Loan, and to pay its insurance premiums and
property taxes, all of which payments will be subject to the
Budget.

Each Drop Down Loan and each CV PropCo Contribution made by SCI
will constitute a use of Cash Collateral.  As additional adequate
protection for that use of Cash Collateral, each Drop Down Loan
and each intercompany on-loan made by Past Enterprises to one or
more of the non-debtor Guarantors will be evidenced by promissory
note and encumbered by the Adequate Protection Liens.  The CV
PropCo Contributions will be evidenced by the equity of CV
HoldCo, LLC.  All equity of CV HoldCo has been validly pledged by
SCI to the Prepetition Agent pursuant to the Prepetition Loan
Documents.

                    Independent Lenders Object

Bank of Hawaii; Bank of Nevada; BNP Paribas; First Tennessee Bank
National Association; General Electric Capital Corporation;
Genesis CLO; Natixis, Castlerigg Master Investments Ltd.; Trust
Company of the West; The Bank of Nova Scotia; Union Bank, N.A.;
and U.S. Bank National Association -- the "Independent Lenders" -
- object to the Debtors' use of the Cash Collateral.

The Independent Lenders, who purport to represent a majority in
number of the Debtors' senior lender institutions, complain that
despite their concerted and repeated attempts to engage the
Debtors, the Prepetition Agent and the "steering committee"
regarding the potential restructuring plans, they have been
rebuffed in all respects and have been excluded from any
meaningful participation in the development of a mutually
acceptable proposed capital structure.

In fact, the Independent Lenders point out, both the Prepetition
Agent and the Debtors repeatedly rebuffed virtually all requests
for due diligence and other basic information.  Because the
Prepetition Agent's interests are in direct conflict with those
of the Independent Lenders, this intentional blocking of senior
secured lenders in an egregious abuse of its authority, Paul E.
Harner, Esq., at Paul, Hastings, Janofsky & Walker LLP, in
Chicago, Illinois, argues for the Independent Lenders.

The Independent Lenders also object to the Cash Collateral Motion
because the Debtors do not propose to provide the Independent
Lenders with sufficient adequate protection and the proposed
order granting the Cash Collateral Motion instead contains
provisions that are detrimental to the very significant and
distinct interests of the Independent Lenders.

Specifically, the Independent Lenders complain that:

  (a) The Cash Collateral Motion contemplates cash management
      and intercompany loan mechanisms that not only may be
      inadequate to protect the senior lenders' cash collateral,
      but that may result in a significant threat of loss to the
      value of the Debtors' estates generally, to the detriment
      of senior creditors.

  (b) The web of transfers proposed could involve a substantial
      depletion of cash collateral without any meaningful
      prospect of the recovery of the cash or value during or at
      the conclusion of the Debtors' Chapter 11 process.

  (c) The Independent Lenders were not provided with adequate
      time to review the proposed budget.

  (d) The Cash Collateral Motion wholly fails to provide for the
      payment of the Independent Lenders' costs and fees as
      specifically required by the Prepetition Credit Agreement.

                         *     *     *

Judge Zive authorizes the Debtors, on an interim basis, to use
their cash, including any Cash Collateral for the period
commencing from the Petition Date until the occurrence of any
event of default.

Judge Zive will convene a hearing on September 2, 2009, at
9:30 a.m. (prevailing Eastern Time), to consider final approval of
the motion.  Objections, if any, are due August 21.

A full-text copy of the Interim DIP Order is available for free
at http://bankrupt.com/misc/sciinterimorder.pdf

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.


STATION CASINOS: To Pay $4MM in Prepetition Employee Obligations
----------------------------------------------------------------
Station Casinos, Inc., its debtor affiliates, and its non-debtor
subsidiaries, employ approximately 13,174 employees.  As of
July 18, 2009, the Debtors employed approximately 663 persons.
SCI procures employee benefits and plans on behalf of the
Debtors' Employees as well as the other Station Group Employees.

As of the Petition Date, the Debtors owe an aggregate of
approximately $4,000,000 for these unpaid prepetition employee
obligations in connection with the Debtors' 663 Employees, which
averages to approximately $6,033 per Employee for wages and
benefits:

Employee Obligations                              Unpaid Amount
--------------------                              -------------
Wages and salaries                                   $2,089,254
Accrued Vacation Pay                                  1,761,463
Medical, Vision and Dental Benefits                           0
Life & Accidental Death & Dismemberment Insurance             0
Short -Term Disability Insurance                              0
Supplemental Benefits for Execs. & Management                 0
401(k) Retirement Savings Plan                         Unstated
Team Member Assistance Program                                0
Childcare Programs                                       10,000
COBRA Subsidy                                          Unstated
Expense Reimbursements                                  100,000
Temporary Employees' Wages                             Unstated
Incidental Costs                                       Unstated
Bonus Programs                                                0

A schedule of claims for Prepetition Wages and Prepetition
Accrued Vacation for each Debtors' Employee with aggregate claims
in excess of $10,950 is available for free at:

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

The Debtors, pending final hearing, sought and obtained interim
authority from the Court to pay in the ordinary course of
business all employee prepetition obligations.  Banks and other
financial institutions are authorized to receive, honor and pay
all checks and electronic payment requests drawn on the Debtors'
disbursement accounts and automatic payroll transfers related to
the obligations.

Prepetition, all costs associated with the Group Benefits were
paid by SCI.  The majority of Station Group Employees are
employees of SCI's non-debtor subsidiaries, however, and thus the
Debtors anticipate that, postpetition, all costs associated with
the Group Benefits, including Group Benefits that benefit the
Debtors' Employees, will be paid by the non-debtor subsidiaries.
Specifically, the costs associated with Group Benefits will be
paid postpetition by non-debtor Past Enterprises, Inc.  Cash flow
generated by the non-debtor subsidiaries of SCI will generally be
concentrated into an account held by Past Enterprises, Inc.

According to Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, in Los Angeles, California, procuring Group Benefits
for all Station Group Employees together creates certain material
cost savings, and separating the procurement process between the
Debtors and the non-debtor subsidiaries would be onerous,
expensive and impracticable.

The Debtors are also authorized, on an interim basis, to continue
to procure Group Benefits for all of the Station Group Employees,
with the understanding that SCI's non-debtor Subsidiaries will
pay all costs associated with the Group Benefits.

To maintain operations and to thereby preserve the value of the
Debtors' estates, the Debtors assert that it is essential that
they retain the uninterrupted service of the Debtors' Employees.

Mr. Aronzon asserts that any delay in paying Prepetition Employee
Obligations could destroy the Debtors' relationships with the
Debtors' Employees and irreparably impair employee morale at the
very time when the dedication, confidence and cooperation of
these employees is most critical.  The Debtors face the imminent
risk that their operations may be severely impaired if the
Debtors are not immediately granted authority to make the
payments described in the Motion, he adds.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No.: 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.


STATION CASINOS: To Honor Prepetition D&O Obligations
-----------------------------------------------------
By this Motion, Station Casinos Inc. and its affiliates seek the
Bankruptcy Court's authority, pursuant to Sections 105(a), 362,
363 and 365 of the Bankruptcy Code, to honor and assume their
postpetition indemnification and reimbursement obligations to
their present and future directors in the ordinary course of
business.  The obligations include the Debtors' obligations to
reimburse directors for professional fees and expenses incurred
postpetition in furtherance of their duties as directors, with the
fees and expenses to be paid by application of the fees and
expenses against retainers advanced prepetition for the purpose
or, with respect to Dr. James E. Nave, DVM, the sole independent
director of Debtor Station Casinos, Inc., in accordance with a
reimbursement agreement.

In addition, the Debtors seek the Court's permission to assume
the reimbursement agreement with and Dr. Nave, pursuant to which
Station Casinos, Inc., will reimburse the fees and expenses
incurred by Dr. Nave with respect to counsel he employed to
advise him in connection with the Debtors' bankruptcy cases and
pursuant to which SCI advanced retainers to Dr. Nave's counsel in
the amount of $750,000, $500,000 to Skadden, Arps, Slate, Meagher
& Flom LLP and $250,000 to Jones Vargas.

A full-text copy of the Nave Reimbursement Agreement is available
for free at http://bankrupt.com/misc/SC_NaveReimbursementPact.pdf

The Debtors also ask the Court to modify the automatic stay to
the extent necessary to permit the Debtors' directors and
officers to access the Debtors' directors and officers insurance
policies in the ordinary course of business.

Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
Los Angeles, California, relates that the D&O Postpetition
Obligations are firmly rooted in the Debtors' operative corporate
governance documents.  Indeed, as of the Petition Date, the
Debtors' charter, bylaws, and policies provided for the Debtors
to indemnify and reimburse its directors, including for legal
expenses related to their duties as directors.

The Debtors have advanced certain retainers for professional fees
and expenses incurred by the Debtors' directors in the course of
carrying out their directorial duties.  In addition, the Debtors
have entered into certain agreements to indemnify independent
directors.  The Debtors also maintain certain policies in
furtherance of the governance arrangements.

Mr. Aronzon points out that the Debtors can ultimately only
operate through the directors of Station Casinos, Inc.  He adds
that the directors of the other Debtors have responsibility for
making crucial determinations about those Debtors.  To retain the
services of the directors, it is essential that the Debtors
continue to honor their obligations to the directors in the
ordinary course of business, he asserts.

                       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.


STIEFEL LABORATORIES: Moody's Withdraws 'B1' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service withdrew all ratings of Stiefel
Laboratories, Inc., following the close of the acquisition of
Stiefel by GlaxoSmithKline plc.  It is Moody's understanding that
Stiefel's term loan has been repaid and that its revolving credit
agreement has been terminated.  This concludes the review for
possible upgrade initiated on April 21, 2009.

These ratings have been withdrawn:

Stiefel Laboratories, Inc.

* Corporate Family Rating, B1
* Probability of Default Rating, B1
* First lien senior secured term loan, B1 (LGD3, 47%)
* Revolving credit facility, B1 (LGD3, 47%)

Moody's last rating action on Stiefel took place on April 21,
2009, when Moody's placed Stiefel's ratings under review for
possible upgrade.

Headquartered in Coral Gables, Florida, Stiefel Laboratories,
Inc., develops, manufactures and markets a variety of prescription
and non-prescription dermatological products, including Duac,
Soriataine and Physiogel.


SWIFT TRANSPO: Bank Debt Trades at 25% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co., Inc., is a borrower traded in the secondary
market at 74.92 cents-on-the-dollar during the week ended Friday,
July 31, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 2.02 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 July 31, among the 144 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.


TARGET GRAPHICS: Case Summary 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Target Graphics, Inc.
        2053 13th St.
        Sarasota, FL 34237

Bankruptcy Case No.: 09-16472

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Caryl E. Delano

Debtor's Counsel: Elena P. Ketchum, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 E. Madison St., Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  Email: eketchum.ecf@srbp.com

                  Harley E. Riedel, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison St., #200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Email: hriedel.ecf@srbp.com

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

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/flmb09-16472.pdf

The petition was signed by John P. Masio, president of the
Company.


TECK RESOURCES: DBRS Confirms BB Issuer Rating
----------------------------------------------
DBRS has confirmed the Issuer Rating of Teck Resources Limited at
BB (high) and its Senior Secured Notes at BBB (low).  The trends
are Stable.  DBRS has also revised the recovery rating of Senior
Secured Notes from RR3 to RR1.  This rating action reflects the
reduction in Teck's net outstanding debt from $12.0 billion at
December 31, 2008, to $10.5 billion at June 30, 2009, and the
further near-term debt reduction as a result of the Company's July
2009 $1.7 billion equity issuance and the expected $825 million in
proceeds from the pending sale of a one-third interest in the
Company's Waneta Dam power station.  DBRS has simulated a default
scenario for Teck in order to analyze the potential recovery of
the Company's debt in the event of default, resulting in an
expected recovery of 90% to 100%, which corresponds to a recovery
rating of RR1.  Under the DBRS Rating Methodology for Leveraged
Finance, which is used for entities that have a non-investment-
grade issuer rating, the Senior Secured Notes rating remains
unchanged at BBB (low).

The default scenario assumes a further deterioration in commodity
prices in 2010, in particular a reduction in export coal prices
for the 2010-2011 coal year, and Teck's inability to access
additional new funding sources or achieve meaningful asset sales.
In this scenario, the Company would violate covenants of its
credit facilities in the fall of 2010 and it is further assumed
lenders no longer advance funds to the Company, which would result
in default.  The analysis recognizes the reduction in Teck's
outstanding debt below June 30, 2009, levels due to the Company's
equity issuance, which has already been used to reduce debt, and
the anticipated proceeds from the Waneta Dam sale, which is
expected to be received before the assumed default date.

In its analysis, DBRS assumed the Company would be reorganized as
a going concern following the event of default.  DBRS has also
assumed in its recovery analysis that Teck's revolving credit
facilities, Senior Secured Notes and bridge and term facilities
related to the October 2008 acquisition of Fording Canadian Coal
Trust (Fording) rank pari passu.  In addition, of Teck's current
debt instruments, only the Antamina senior revolving credit
facility ($108 million at June 30, 2009) and other debt
($133 million of largely capital leases at June 30, 2009) are
considered ranking ahead of the Company's Senior Secured Notes and
other pari passu debt.

Based on the estimated amount of debt outstanding and the ranking
of Teck's debt instruments at the time of default, DBRS has
forecast the economic value of the enterprise using a five times
multiple of normalized EBITDA to derive a forecast recovery for
holders of the Senior Secured Notes.  Accordingly, DBRS has
assigned a recovery rating of RR1 to the Senior Secured Notes,
which corresponds to a forecast recovery of between 90% and 100%
of principal amounts.  Under the revised DBRS Rating Methodology
for Leveraged Finance, the rating of the Senior Unsecured Notes is
capped at BBB (low) for an issuer rated BB (high).

                       About Teck Resources

Teck Resources Limited, formerly Teck Cominco Limited, is engaged
in the exploration for and development and production of natural
resources.  The Company's principal products are copper,
metallurgical coal, zinc and gold.  Lead, molybdenum, various
specialty and other metals, chemicals and fertilizers are by-
products produced at its operations.  It also sells electrical
power that is surplus to its requirements at the Trail
metallurgical operations.

                           *     *     *

As reported in the Troubled Company Reporter on July 28, 2009,
Standard & Poor's Ratings Services revised its outlook on Teck
Resources Ltd. and subsidiary Teck Cominco Metals Ltd. to stable
from negative.  At the same time, S&P affirmed its 'BB+' long-term
corporate credit ratings on Teck and Teck Cominco, and S&P's 'BB+
senior secured, and senior unsecured debt ratings on Teck.  The
'3' recovery rating on Teck's senior secured and senior unsecured
debt is unchanged, indicating S&P's opinion as to an expectation
of meaningful recovery (50%-70%) in the event of default.


TIMOTHY RALSTON: Section 341(a) Meeting Slated for August 18
------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
in Timothy Richard Ralston's Chapter 11 case on August 18, 2009,
at 3:00 p.m. The meeting will be held at the U.S. Trustee's
Office, 620 SW Main St Rm 223, Portland, Oregon.

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.

Portland, Oregon-based Timothy Richard Ralston filed for
Chapter 11 on July 15, 2009 (Bankr. Case D. Ore. No. 09-35576)
Steven R. Scharfstein, Esq., represents the Debtor in his
restructuring efforts.  In his petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


TIMOTHY RALSTON: U.S. Trustee Unable to Appoint Creditors' Panel
----------------------------------------------------------------
The U.S. Trustee for Region 18 notified the U.S. Bankruptcy Court
for the District of Oregon that its was unable to appoint an
official committee of unsecured creditors.

Portland, Oregon-based Timothy Richard Ralston filed for Chapter
11 on July 15, 2009 (Bankr. Case D. Ore. No. 09-35576).  Steven R.
Scharfstein, Esq., represents the Debtor in his restructuring
efforts.  In his petition, the Debtor listed assets and debts both
ranging from $10,000,001 to $50,000,000.


TOYS R US: Bank Debt Trades at 3% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 96.25 cents-on-the-
dollar during the week ended Friday, July 31, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.61 percentage
points from the previous week, The Journal relates.  The loan
matures on July 19, 2012.  The Company pays 425 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B1 rating and Standard & Poor's BB- rating.  The debt is one of
the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended July 31, among the
144 loans with five or more bids.

Toys "R" Us, headquartered in Wayne, New Jersey, is the largest
specialty retailer of toys, with annual revenues of around $14
billion.  It operates stores both in the U.S. and internationally,
as well as the Babies "R" Us format.

At May 2, 2009, the Company had $8,303,000,000 in total assets;
$2,144,000,000 in current liabilities, $5,646,000,000 in long-term
debt, $72,000,000 in deferred taxes, $265,000,000 in deferred
rent, and $367,000,000 of Other non-current liabilities;
$297,000,000 in Toys "R" Us, Inc. stockholders' deficit, and
$106,000,000 in Noncontrolling interest; and Total stockholders'
deficit of $191,000,000.


TRIBUNE CO: Bank Debt Trades at 59% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 40.35cents-on-the-
dollar during the week ended Friday, July 31, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 4.45 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 July 31,
among the 144 loans with five or more bids.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TUSCANY RESERVE: Wants Access to Compass Bank's Cash Collateral
---------------------------------------------------------------
Tuscany Reserve LLC asks the U.S. Bankruptcy Court for the Middle
District of Louisiana to use cash securing repayment of loan with
Compass Bank.

The Debtor is the owner of an apartment complex located in Baton
Rouge, Louisiana consisting of 274 units with a net rentable area
of 228,582 square feet.

The outstanding indebtedness to Compass Bank on the project is
$23,879,626 and, at present, it has a 65.3% occupancy.

The Debtor intends to use cash on hand and proceeds from
operations, in which Compass Bank asserts a security interest, to
meet necessary expenses incurred in the ordinary course of its
businesses.

The Debtor proposes to grant Compass Bank a replacement lien on
postpetition assets, having the same priority as its prepetition
liens.

Tuscany Reserve filed a Chapter 11 petition on July 10, 2009
(Bankr. M.D. La. Case No. 09-11027).  Douglas S. Draper, Esq.,
serves as the Debtor's counsel.  Its petition says that assets and
debts are between $10,000,001 and $50,000,000.


UBS AG: Reaches Settlement Agreement With U.S. Gov't on Tax Probe
-----------------------------------------------------------------
UBS AG, along with the Swiss government has reached a settlement
agreement with U.S. authorities regarding a tax-evasion probe,
Carrick Mollenkamp, Stephen Fidler, and Laura Saunders at The Wall
Street Journal report, citing the U.S. Justice Department.

As reported by the Troubled Company Reporter on July 30, 2009, UBS
continued its settlement talks with the Justice Department and the
Swiss government.  UBS is under a global tax probe.  The
Justice Department and IRS asked the judge to provide access to
thousands of accounts that U.S. citizens set up at UBS as part of
a probe into off-shore tax evasion, but the Company fought the
request in court.  UBS AG said that Miami Judge Alan Gold set a
renewed meeting between the Swiss bank and the U.S. Internal
Revenue Service for Friday, which would be meant to gauge progress
of the parties' settlement negotiations.

The Journal says that the details of the settlement weren't
disclosed.  The Justice Department said that the parties had
reached an agreement in principle and would work to resolve
remaining issues in the coming week, according to the report.  A
conference is set for Friday, the report states.

The Journal notes that the agreement appears to signal that
thousands of UBS's U.S. client accounts will be turned over to
U.S. revenue agents.  A likely scenario is that UBS will turn over
the identities of some, but not all, of the 52,000 accounts, the
Journal relates, citing lawyers involved in the case.  "I think
it's possibly going to push north of 10,000," the report quoted
William M. Sharp Sr., who is representing UBS clients, as saying.

According to The Journal, the official transfer of account-holder
identities might not occur until September 23, the deadline for an
Internal Revenue Service process that lets Americans try to pay
taxes and reduced fines to avoid criminal prosecution and heavy
fines.  The IRS's criminal team would review the names that are
handed over and decide whether to prosecute those offenders or
pursue lesser civil punishment that is still costly for offenders.
The Journal quoted Charles Falk -- a Mendham, New-Jersey-based
criminal tax lawyer representing UBS clients -- as saying, "I
think that eventually the U.S. will get all the names it wants.
The U.S. and Swiss want to find a way to disengage, and giving
over the names is a way to do it.  They'll find a way that won't
technically compromise the law but at the same time release
names."

The Journal notes that the U.S. probe would expand to outside
consultants that may have helped steer business to UBS or other
Swiss banks.

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.


UNISYS CORP: Completes Exchange Offer; Cuts Net L-T Debt by $128MM
------------------------------------------------------------------
Unisys Corporation reports that on July 31, 2009, it completed
offers to exchange its 6-7/8% senior notes due 2010, its 8% senior
notes due 2012, its 8-1/2% senior notes due 2015 and its 12-1/2%
senior notes due 2016 in private placements for new 12-3/4% senior
secured notes due 2014, new 14-1/4% senior secured notes due 2015,
shares of the company's common stock and cash.

On that date, the company issued roughly $385.0 million aggregate
principal amount of First Lien Notes, roughly $246.6 million
aggregate principal amount of Second Lien Notes and roughly
52.4 million shares of common stock and paid $30.0 million in cash
in exchange for roughly $235.1 million aggregate principal amount
of 2010 Notes, roughly $331.9 million aggregate principal amount
of 2012 Notes, roughly $134.0 million aggregate principal amount
of 2015 Notes, and roughly $59.4 million aggregate principal
amount of 2016 Notes.

The New Secured Notes are guaranteed by Unisys Holding
Corporation, a wholly owned Delaware corporation that directly or
indirectly holds the shares of substantially all of the company's
foreign subsidiaries, and by certain of the company's other
current and future U.S. subsidiaries.  The First Lien Notes and
Second Lien Notes are secured by first-priority liens and second
priority liens, respectively -- in each case, subject to permitted
prior liens -- by substantially all of the company's assets,
except (i) accounts receivable that are subject to one or more
receivables facilities, (ii) real estate located outside the U.S.,
(iii) cash or cash equivalents securing reimbursement obligations
under letters of credit or surety bonds and (iv) certain other
excluded assets.  As a result of the exchange, the company's
current maturities of long-term debt at June 30, 2009, were
reduced to $96.0 million, principally consisting of $64.9 million
of 6-7/8% of notes due March 2010 not tendered plus $30.0 million
of cash consideration paid at closing to the holders of the 2010
notes tendered.

Following completion of the exchange, the company's net long-term
debt was reduced by $128.8 million.  The company is currently
evaluating the accounting treatment of the exchange offer and will
record any gain or loss in the quarter ending September 30, 2009.

At June 30, 2009, total debt was $1.06 billion.

                           About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- is a worldwide information technology
company.  It provides a portfolio of IT services, software, and
technology that solves critical problems for clients.  With more
than 27,000 employees, Unisys serves commercial organizations and
government agencies throughout the world.

As reported by the Troubled Company Reporter on July 8, 2009,
Standard & Poor's Ratings Services raised its rating on Unisys
Corp.'s $400 million senior notes due 2012 to 'B' from 'CC', and
removed it from CreditWatch, where it was placed with developing
implications on April 30, 2009.  In addition, S&P affirmed the 'B'
rating on the company's $300 million senior notes due March 2010.
This rating is not on CreditWatch.  Due to the value and
composition of the offers for the 2010 and 2012 notes, S&P does
not view these exchanges as distressed.

S&P also revised the CreditWatch on the 'CC' corporate credit
rating and the 'CC' rating on the $150 million notes due 2015 and
$210 million notes due 2016 to Negative from Developing.  The
CreditWatch revision reflects S&P's view that, given the tender
agreement with 2015 and 2016 noteholders, the exchange would
include transactions S&P would characterize as distressed.


UNISYS CORP: Swings to $38.1 Million Net Income in Q2 2009
----------------------------------------------------------
Unisys Corporation reported second-quarter 2009 net income of
$38.1 million, or 10 cents a share, compared with a net loss of
$14.0 million, or 4 cents a share, in the second quarter of 2008.
The company's revenue declined 16% to $1.13 billion compared with
revenue of $1.34 billion in the year-ago quarter.  Foreign
exchange rates had an approximately 8 percentage-point negative
impact on revenue in the quarter.  On a constant currency basis,
revenue declined 8% in the quarter.

During the quarter the company launched private debt exchange
offers designed to strengthen its balance sheet and address
$300 million of debt maturing in March 2010.   As of July 27,
2009, roughly $230 million of the 2010 notes have been tendered in
the exchange, leaving roughly $70 million still outstanding.  The
exchange offers also involve the company's other outstanding
senior notes.  The exchange offers expired at midnight on July 28.

Unisys generated $48 million of cash from operations in the
quarter compared with $52 million in the year-ago quarter.
Capital expenditures in the second quarter of 2009 declined to
$53 million compared to $71 million in the year-ago quarter.
Unisys closed the quarter with $475 million of cash on hand.

As of June 30, 2009, Unisys had $2.72 billion in total assets;
$1.35 billion in total current assets, $965.2 million in total
long-term debt, $1.45 billion in long-term postretirement
liabilities, $302.2 million in other long-term liabilities;
$1.344 billion in stockholders' deficit.

"We made encouraging progress during the quarter on the priorities
of our turnaround program," said Unisys Chairman and CEO Ed
Coleman.  "First and foremost, we were profitable.  In the
difficult economic environment, we were able to triple our
operating profit and deliver net income.  This progress was driven
by our ongoing actions to concentrate our resources more
effectively and reduce our cost base.  While we have much more
work to do, this is an important first step toward our goal of
becoming a consistently and predictably profitable company.

"Also during the quarter we sharpened our value propositions and
solution portfolio in our focused market areas," Mr. Coleman said.
"We announced exciting new solutions for secure cloud computing,
outsourcing and ClearPath mainframe technology.  These new
solutions demonstrate our continued innovation and investment in
services and products to help our clients address critical needs
within their organizations."

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?4089

                           About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- is a worldwide information technology
company.  It provides a portfolio of IT services, software, and
technology that solves critical problems for clients.  With more
than 27,000 employees, Unisys serves commercial organizations and
government agencies throughout the world.

As reported by the Troubled Company Reporter on July 8, 2009,
Standard & Poor's Ratings Services raised its rating on Unisys
Corp.'s $400 million senior notes due 2012 to 'B' from 'CC', and
removed it from CreditWatch, where it was placed with developing
implications on April 30, 2009.  In addition, S&P affirmed the 'B'
rating on the company's $300 million senior notes due March 2010.
This rating is not on CreditWatch.  Due to the value and
composition of the offers for the 2010 and 2012 notes, S&P does
not view these exchanges as distressed.

S&P also revised the CreditWatch on the 'CC' corporate credit
rating and the 'CC' rating on the $150 million notes due 2015 and
$210 million notes due 2016 to Negative from Developing.  The
CreditWatch revision reflects S&P's view that, given the tender
agreement with 2015 and 2016 noteholders, the exchange would
include transactions S&P would characterize as distressed.


US FOODSERVICE: Bank Debt Trades at 27% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which U.S. Foodservice,
Inc., is a borrower traded in the secondary market at 72.58 cents-
on-the-dollar during the week ended Friday, July 31, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.87
percentage points from the previous week, The Journal relates.
The loan matures on July 3, 2014.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B2 rating, while it is not rated by Standard &
Poor's.  The debt is one of the biggest gainers and losers among
widely-quoted syndicated loans in secondary trading in the week
ended July 31, among the 144 loans with five or more bids.

U.S. Foodservice, Inc. -- http://www.usfoodservice.com/-- is a
foodservice supplier serving some 250,000 customers from more than
70 distribution facilities.  The Company supplies restaurants,
hotels, school, and other foodservice operators with a wide
variety of food products, including canned and dry foods, meats,
frozen foods, and seafood.  It also distributes kitchen equipment
and cleaning supplies among other non-food supplies.  U.S.
Foodservice distributes both national brand products and its own
private labels.  Tracing its roots to 1853, the company is owned
by private equity firms KKR & Co. and Clayton, Dubilier & Rice.


US WEB: Bankruptcy Court Dismisses Chapter 11 Case
--------------------------------------------------
The U.S. Bankruptcy Court for the District of New York has granted
US Web Inc.'s application to dismiss its Chapter 11 case pursuant
to Section 1112 of the Bankruptcy Code.

As reported in the TCR on June 30, 2009, the Debtor informed the
Court that they have liquidated substantially all of their assets,
and will be unable to pay secured creditors in full.  As a result,
there is no likelihood at all of rehabilitation of their
operations or its reorganization as a going concern.

Huntington, New York-based US Web, Inc., produces a variety of
direct-response materials, including sheetfed and continuous
forms, publication insert cards, postcards, mailers, brochures and
more.

On August 18, 2008, US Web filed for Chapter 11 bankruptcy
protection (Bankr. E.D.N.Y. Case No. 08-74421).  Lori K. Sapir,
Esq., at Sills Cummis & Gross P.C., represents the Debtor in its
restructuring efforts.  Scott Cargill, Esq., at Lowenstein Sandler
PC, represents the official committee of unsecured creditors as
counsel.  In its filing, the Debtor listed between $10 million and
$50 million each in assets and debts.

In January 2009, the Debtor ceased its business operations and at
the present time, the Debtor employs approximately 5 people to
manage its finances, equipment and premises.


USEC INC: Moody's Reviews 'B3' Corporate Family Rating
------------------------------------------------------
Moody's Investors Service placed USEC's B3 corporate family rating
and B3 probability of default rating under review for possible
downgrade.  The review results from the Department of Energy
advising USEC to withdraw its application for funding of its
American Centrifuge project under the loan guarantee program
(established under Title XVII of the Energy Policy Act of 2005).
This project is viewed as critical to the ability of USEC to
compete on a lower cost basis over the longer term given the
energy intensity of its current gaseous diffusion process.  At the
same time, Moody's assigned a Caa1 rating to USEC's 3% convertible
senior notes due October 2014 and also placed the rating under
review for possible downgrade.

Moody's review will focus on the strategic options available to
the company as well as