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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, August 20, 2009, Vol. 13, No. 230

                            Headlines

5413 N. CLARK: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: LOI for Sale of Equipment Okayed
ABITIBIBOWATER INC: Paterson Has Streamlined Executive Team
ABITIBIBOWATER INC: To Shut Nova Scotia Mill for 5 Weeks
ABITIBIBOWATER INC: To Idle 2 Machines at Thunder Bay Mill

ABUNDANT RENEWABLE: Helix Signs LOI to Acquire All Assets
ACCURIDE CORP: Lenders Extend Waiver Period Until September 7
AFFINITY GROUP: Posts Wider 1H Loss, Missed Aug. 15 Payments
AGT CRUNCH: Crunch Fitness to Sell Metro Atlanta Location
AMDL INC.: To Raise Capital to Address Going Concern Qualification

AMERICAN INT'L: Faces Two Lawsuits Over Madoff Losses
AMERICAN RAILCAR: S&P Gives Negative Outlook; Affirms 'BB-' Rating
ANEKONA W: Unity House Leads Bidding in Foreclosure Auction
ANTELOPE VALLEY HEALTHCARE: S&P Keeps 'BB' Rating; Outlook Stable
ANTHRACITE CAPITAL: Has $2.198-Bil. Debt as of June 30

APPLETON PAPERS: Seeks Covenant Relief Under Old Notes Indentures
APPLETON PAPERS: Exchange Offer Cues S&P to Junk Corp. Rating
APPLETON PAPERS: Moody's Assigns 'B3' Rating on New Secured Notes
ASARCO LLC: Sterlite Matches Grupo's 100 Cents-on-Dollar Offer
BEAR STEARNS: Prosecutors Allege Cioffi Violated Trading Rules

BEAZER HOMES: Deep-Discount Notes Buyback Cues S&P's 'SD' Rating
BLACK GAMING: Has $4.8M Q2 Loss, May File Ch.11 Absent Debt Relief
BRAY & GILLESPIE: Court Confirms Plan of Reorganization
BSC DEVELOPMENT: Court OKs Sale of Towers to New Buffalo Statler
CABI DOWNTOWN: Case Summary & 20 Largest Unsecured Creditors

CAPITAL GROWTH: To Delay Filing of June 30 Quarterly Report
CAVIATA ATTACHED: Case Summary & 3 Largest Unsecured Creditors
CBC FRAMING: Case Summary & 20 Largest Unsecured Creditors
CHATEAU CARROLLTON: Wachovia Tries to Block Cash Collateral Use
CHRYSLER LLC: 2nd Cir. Nixes Theories Threatening Bankruptcy Sales

CHRYSLER LLC: Aviation's Schedules of Assets and Liabilities
CHRYSLER LLC: Aviation's Statement of Financial Affairs
CHRYSLER LLC: Indian Rep. Meets Obama Officials on Tax Liabilities
CHRYSLER LLC: Old CarCo Dutch's Schedules of Assets & Debts
CHRYSLER LLC: Old CarCo Dutch's Statement of Financial Affairs

CIB MARINE: Amends Services Agreement with dbrok group
CIB MARINE: Posts $10.3 Million Net Loss for June 30 Quarter
CIB MARINE: Reorganization Plan Lacks TruPS Holders' Support
CIB MARINE: Extends Time for Voting on Reorganization Plan
COBALIS CORP: Has Filed Ch. 11 Plan; Hearing on Oct. 14

COEXISTENCE CREATIVE: Case Summary & 6 Largest Unsecured Creditors
COLONIAL BANCGROUP: Moody's Withdraws All Ratings
COLONIAL PROPERTIES: Increases Size of Tender Offer to $133.5MM
COMMERCECONNECT MEDIA: Bankruptcy Doesn't Affect Dakotafest
COMMERCECONNECT MEDIA: Gets Initial OK to Use GE Capital's Cash

COMSTOCK HOMEBUILDING: Has $27MM Q2 Net Loss, Warns of Bankruptcy
CONGOLEUM CORP: District Court Reinstates Chapter 11 Case, Plan
CONTINENTALAFA: Ballots on Committee Plan Due September 8
COOPER-STANDARD: Wilmington Trust Says It Has No Credit Exposure
COOPER STANDARD: Maintains Financing Agreement With AON

COOPER-STANDARD: Second Quarter Results on Form 10-Q
CORNER HARDWARE: Case Summary & 23 Largest Unsecured Creditors
DARBY GENERAL: Small Business Denied More Time to Confirm Plan
DH ORCHARD: Taps Brown McCarroll as Counsel; U.S. Trustee Objects
DH ORCHARD: U.S. Trustee Sets Sept. 1 Meeting of Creditors

DIAL-A-MATTRESS: Closes Sale of Business to Sleepy's
DISH DBS: Moody's Assigns 'Ba3' Rating on $1 Billion Bonds
DISH DBS: S&P Assigns 'BB-' Rating on $1 Billion Senior Notes
DODGE CITY: Voluntary Chapter 11 Case Summary
DOLE FOODS: S&P Changes Outlook to Developing; Keeps 'B-' Rating

DOMINION GROUP: Case Summary & Largest Unsecured Creditor
EDWARD PARK III: Files for Chapter 11 Bankruptcy
ELEMENT ALUMINUM: Files Schedules of Assets and Liabilities
EPIX PHARMACEUTICALS: PRX-08066 to Be Sold at September 30 Auction
ESCADA AG: CEO, Board Members Dispose of Shares

FIBERGLASS COATINGS: Successfully Emerges from Chapter 11
FLEETWOOD ENTERPRISES: Can Use BofA Cash Collateral Until Sept 2
FLEETWOOD ENTERPRISES: Can Sell Plant 55-1 for $1.75 Million
FLEETWOOD ENTERPRISES: Panel Has Consent to Pursue Avoidance Suits
FLORA DELPHINE LONG: Case Summary & 17 Largest Unsecured Creditors

FORD MOTOR: Launching In-Vehicle Technology for Electric Cars
GUARANTY FIN'L: Banco Bilbao Wins Auction for Assets, Says Report
GENERAL MOTORS: Committee Taps Butzel Long as Special Counsel
GENERAL MOTORS: Keeps Stance, Won't Take Back Stillwater Contract
GENERAL MOTORS: Saab Wants to End Reorganization After Sale Deal

GIFFORD MARINE: Voluntary Chapter 11 Case Summary
GOLDLEAF FINANCIAL: BofA Waives Second Quarter Covenant Default
GREATER ATLANTIC: Aug. 26 Stockholders' Meeting to Approve Merger
GREATER ATLANTIC: Net Loss Widens to $2.28MM for June 30 Quarter
GREATER ATLANTIC: To Buy Back 6.50% TruPS at $1.05 Per Share

GREENSHIFT CORP: Delays Filing of June 30 Form 10-Q Report
HAIGHTS CROSS: S&P Downgrades Rating on Senior Notes to 'D'
INDYMAC BANCORP: OneWest Bank Reports $182 million in Q2 Profit
ION MEDIA: First Lien Lenders to Recover 16.6% Under New Plan
ION MEDIA: Aims to Succeed with Plan by Suing Second Lien Lender

JAMES SCOTT: Mounting Debts, Mismanagement Lead to Ch 11 Filing
JIM BABCOCK: U.S. Trustee Sets Meeting of Creditors for Sept. 4
JIM BABCOCK: Wants Schedules Filing Extended Until September 1
KOPPERS INC: S&P Changes Outlook to Stable, Affirms 'B+' Rating
LAVATEC INC: Can Borrow Up to $1 Million From President

LEAR CORP: Committees Supported Approval Of Operational Motions
LEAR CORP: Identifies 100+ Contracts for Assumption
LEAR CORP: Proposes to Retain Hay Group As Advisor
LEHMAN BROTHERS: Foreign Subsidiaries' Bar Date Extended to Nov. 2
LEHMAN BROTHERS: Proposes Citadel as Data Consultant

LEHMAN BROTHERS: Proposes to Hire Bingham After McKee Merger
LEHMAN BROTHERS: Proposes Windels Marx as Counsel
LEHMAN BROTHERS: Seeks to Compel AIG to Honor ISDA Master Pact
LEHMAN BROTHERS: Still Fixing Discrepancies in Info on Securities
LEHMAN BROTHERS: To Petition for Recognition in U.K. Court

LEHMAN BROTHERS: Wants to Use $10MM As Collateral For New Bonds
LEHMAN BROTHERS: Weil Gotshal Bills $45-Mil. for Feb. to May Work
LITTLE TRAVERSE: Missed Aug. 17 Payment Cues S&P's 'D' Rating
LIQUIDATION WORLD: Now Compliant with Covenants After Amendment
LIQUIDATION WORLD: Has Net Loss of C$5.5-Mil. Qtr Ended July 5

LONG BEACH: Moody's Downgrades Rating on CI 2006-WL2 NIM Notes
LUNA INNOVATIONS: Delays 10-Q Filing; NASDAQ Non-Compliance Issued
LYONDELL CHEMICAL: Lenders May See Depositions in Creditor Suit
LYONDELL CHEMICAL: Employees Oppose Termination of Benefit Plans
LYONDELL CHEMICAL: Order on DIP Amendment for "Scrivener's Error"

LYONDELL CHEMICAL: Parent Appoints Glidden As Chief Legal Officer
LYONDELL CHEMICAL: Proposes Employment Pact With New CFO
LYONDELL CHEMICAL: Says Incentive Plan to Improve Value of Biz
LYONDELL CHEMICAL: Wants to Continue Payments From D&O Policies
MICHAEL VICK: NFL Comeback Game & Plan Hearing on Same Day

MORRIS PUBLISHING: Forbearance Period Extended Until Friday
MURSANO HOLDING: Voluntary Chapter 11 Case Summary
MXENERGY HOLDINGS: Amends Exchange Offer and Consent Solicitation
NEXPAK CORP: Clear-Vu Closes Acquisition of Brand, Related Assets
NEXPAK CORP: Sold Some Assets to Autronic Plastics

NORCRAFT HOLDINGS: S&P Downgrades Corporate Credit Rating to 'B-'
NORTEL NETWORKS: Anticipating Bids for LG Joint Venture
NORTEL NETWORKS: Hires Koskie as Counsel for Disabled Workers
NORTEL NETWORKS: NNCE Gets Nelligan, Shibley as Counsel
NORTEL NETWORKS: Wants Canada to Recognize NN CALA Ch. 11 Case

OIL CENTER PLACE: Case Summary & 1 Largest Unsecured Creditor
OPUS WEST: BofA Intends to Pursue Property Foreclosure
OPUS WEST: Guaranty Bank Wants to Foreclose on Collateral
OPUS WEST: M&I Wants Lift Stay to Foreclose on Collateral
P&F INDUSTRIES: In Talks With Lender on Covenant Waiver

PATRICIA KLINK: Case Summary & 20 Largest Unsecured Creditors
PDCC DEVELOPMENT: Still In Negotiations With Creditors
PENNSYLVANIA CASUALTY: Proofs of Claim Due by Nov. 4, 2009
PHIL ROBERT ROSEQUIST: Voluntary Chapter 11 Case Summary
PHOENIX FOOTWEAR: In Talks for Funding; Eyes Forbearance Extension

PHOENIX FOOTWEAR: Posts $5.1 Million Net Loss for July 4 Quarter
PILGRIM'S PRIDE: Has $5.5 Mil Lead Bidder for Titus/Camp Property
PREMIER PROPERTIES: Owner Found Guilty of 3 Class C Felonies
PROLIANCE INTERNATIONAL: Can Employ Broadpoint as Fin'l Advisor
PROLIANCE INTERNATIONAL: Can Employ Richards Layton as Co-Counsel

PROLIANCE INTERNATIONAL: Files Entity Report as of June 30
PROLIANCE INTERNATIONAL: Taps TM Capital to Advise on NRF Sale
PROTOSTAR LTD: Sale Procedures, Loan Opposed by Creditors
REMOTEMDX INC: Needs Add'l Capital to Continue as Going Concern
RH DONNELLEY: Ex-Employees Want Stay Relief to Liquidate Claims

RH DONNELLEY: Proposes Deloitte Tax as Advisors
RH DONNELLEY: Wants Lease Decision Deadline Moved to Dec. 24
RITZ CAMERA: SSG Advised David Ritz, RCI on Sec. 363 Purchase
RLC INDUSTRIES: S&P Downgrades Corporate Credit Rating to 'B-'
SAINT VINCENT: Has Deal With Soft Computer on Cure Claim

SAINT VINCENT: Resolves NY Dept. of Taxation's Claim
SCC HOMES: Applies to Employ Barlow Garsek as Bankruptcy Counsel
SCC HOMES: U.S. Trustee Sets Meeting of Creditors for September 9
SCC HOMES: Wants Schedules Filing Extended Until September 2
SHIRLEY COSSU: Case Summary & 19 Largest Unsecured Creditors

SKYPOWER CORP: Seeks Bankruptcy Protection to Sell Business
SOUTHEAST WAFFLES: GS Acquisitions Cancels $20.2MM Bid
SPANSION INC: Bankr. Court Certifies Carbreros, et al., as Class
STERLING FINANCIAL: Defers Interest Payments on Trust Preferreds
STEPHEN ANDREANO: Case Summary & 20 Largest Unsecured Creditors

STILLWATER MINING: Contract Talks with GM Unproductive
SS&C TECHNOLOGIES: Posts $3.5MM Net Income for June 30 Quarter
SUGARHOUSE HSP: Moody's Assigns 'B3' Corporate Family Rating
T ASSET: Files Chapter 11 As Halcyon Unit Faces Foreclosure
T ASSET: Case Summary & 6 Largest Unsecured Creditors

TEXAS SOUTHERN UNIV: Moody's Ups Rating on $96.6MM Bonds to 'Ba1'
TLC VISION: Moody's Cuts Probability of Default Rating to 'D'
TLC VISION: S&P Downgrades Corporate Credit Rating to 'CC'
TLCVISION CORP: Has $4.4MM Q2 Net Loss; Issues Bankruptcy Warning
TOUSA INC: Berger Singerman to Help Prosecute Sec. 550 Claims

TOUSA INC: Waterview to Convey Property to Bank Midwest Under Pact
TOUSA INC: Westlawn Wants to Compel Newmark's Pact Rejection
TRIBUNE CO: Resolves Dispute With PFF on Lease
TRUMP ENTERTAINMENT: Court to Consider Plan Outline on Sept. 16
UAL CORP: E&Y Replaced Deloitte as Independent Accountant

UAL CORP: July Traffic Shows 86.9% Passenger Load Factor
UAL CORP: Tague Is President; Mikells is Executive VP
VICTORVILLE AEROSPACE: Assets Acquired by Pacific Aerospace
VISTEON CORP: UK Workers Appoint Solicitor to Appoint Pension
WALTER INVESTMENT: Posts $89.8MM Net Income for June 30 Quarter

WATSON PHARMACEUTICALS: Moody's Puts Ba1 Rating on $850 Mil. Notes
WATSON PHARMACEUTICALS: S&P Assigns 'BB' Rating on Preferred Stock
WAVERLY GARDENS: Can Use Lender's Cash Collateral Until Sept 1
WAVERLY GARDENS: Disclosure Statement Hearing Continued to Sept 1
WYNN RESORTS: S&P Affirms Corporate Credit Rating at 'BB'

* 120-Room Hotel in Petersburg, VA Going to Foreclosure Auction
* Brookfield Has C$1-Bil. Fund for DIP Loans to Canadian Firms
* Epiq Sets Record Results for Corp. Restructuring Revenue
* S&P Changes Rating Outlook on Three Housing Bonds to Negative

* Chapter 11 Cases With Assets and Liabilities Below $1,000,000

                            *********


5413 N. CLARK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 5413 N. Clark, LLC
        5413 N. Clark Street
        Chicago, IL 60640

Bankruptcy Case No.: 09-30294

Chapter 11 Petition Date: August 18, 2009

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

Judge: Susan Pierson

Debtor's Counsel: J Kevin Benjamin, Esq.
                  Benjamin Legal Services, P.L.C.
                  343 W. Erie Street, Suite 320
                  Chicago, IL 60654-5735
                  Tel: (312) 853-3100
                  Fax: (312) 577-1707
                  Email: jkb@blsplc.com

Total Assets: $1,375,000

Total Debts: $1,134,339

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

The petition was signed by Regina M. Pavone, managing member of
the Company.


ABITIBIBOWATER INC: LOI for Sale of Equipment Okayed
----------------------------------------------------
The Bankruptcy Court previously authorized AbitibiBowater Inc. and
its affiliates to file under seal their request to assume or
reject certain agreements related to their recycling operations in
Chandler, Arizona, which "contain and constitute confidential
commercial information."

In support of the Debtors' request, James Ford, a regional
manager for AbitibiBowater Recycling Division based in Houston,
Texas, disclosed that the Debtors intended to:

  -- reject an unexpired sublease for commercial real property
     and related contracts with Hudson Baylor Corporation; and

  -- assume and consummate a letter of intent with United Fibers
     LLC in order to sell certain of ACC's recycling equipment
     to United Fibers.

The Debtors have provided recycling services to the City of
Chandler, and subcontracted some of their obligations under the
Chandler Contract to Hudson Baylor.  Specifically, the Debtors
(i) subleased a portion of the premises located on East Ray Road
to Hudson Baylor and entered into a Processing Contract to
provided recycling services to Chandler, and (ii) granted Hudson
Baylor an option to purchase certain recycling equipment at the
premises under an Option Agreement.

Although the Chandler Contract ended in June 2009, the Sublease
and Processing Agreements do not expire until September 4, 2009,
Mr. Ford noted.

Thereafter, the Chandler Contract was put out for bid, under
which United Fibers offered to pay the Debtors $400,000 if it won
the Chandler Contract, and buy the Debtors' equipment for
$250,000 even if it did not win the Contract.  In contrast,
Hudson Baylor proposed to pay the Debtors $185,000 for the
equipment if it exercises the Purchase Option, which it has
refused to do.

In this regard, if the Debtors are unable to sell their equipment
to United Fibers, and Hudson Baylor fails to exercise its option,
the Debtors would not only lose a minimum of $250,000 from United
Fibers, but would also have to expend as much as $150,000,
Mr. Ford elaborates.

Hudson Baylor has said that it intended to file under seal its
objection to the Debtors' request.  It also submitted to Judge
Carey a motion for leave to file a subsequent response to the
Motion.

Pursuant to Rule 9006-1 of the Local Rules of Bankruptcy Practice
and Procedure for the U.S. Bankruptcy Court for the District of
Delaware, the Debtors sought and obtained the Court's authority
to respond to Hudson Baylor's statements.

                        *     *     *

Judge Kevin Carey authorizes the Debtors to reject the Sublease,
Processing Agreement and Option Agreement pursuant to Section 365
of the Bankruptcy Code.  Any claim for damages arising from the
rejection of the Hudson Agreements will be filed in accordance
with the procedures for filing general unsecured claims.  Any
claim not timely filed will be forever barred.

The Court further permits the Debtors to assume and perform under
the Letter of Intent and consummate the transactions it
contemplates, including the sale of the Assets and Equipment to
United Fibers, free and clear of all liens, claims and
encumbrances.  The Debtors are authorized to execute and deliver,
and are empowered to perform under, and implement, the Letter of
Intent, including executing a Bill of Sale as may be necessary
for the purposes of assigning, transferring, granting, conveying
and conferring the Assets, all without the need for further Court
order.

Judge Carey holds that the consideration received by the Debtors
under the Letter of Intent is deemed to constitute reasonably
equivalent value and fair consideration under the Bankruptcy
Code.

The Assets situated at the Premises will be removed, at no cost
to Hudson Baylor after the consummation of the transactions
contemplated in the Letter of Intent.  From and after the
Rejection Date, Hudson Baylor will not be responsible for the
Assets located on the Demised Premises, and the Debtors will hold
Hudson Baylor harmless from and against any related claims for
damages.

The Court's Order does not and will not be deemed to constitute a
ruling on the disposition of any other personal property of the
Debtors located on the Demised Premises.

                   About AbitibiBowater Inc.

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

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

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

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

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

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


ABITIBIBOWATER INC: Paterson Has Streamlined Executive Team
-----------------------------------------------------------
AbitibiBowater announced in July, as part of the Company's ongoing
comprehensive restructuring, that the organization of executive
responsibilities has been reviewed and streamlined.  The new,
leaner structure will provide for enhanced efficiency and reduced
costs.

"This is the right structure to lead us through both restructuring
and emergence from creditor protection," stated David J. Paterson,
President and Chief and Executive Officer.  "As we progress
through our comprehensive restructuring and filings,
AbitibiBowater will continue to explore options to further reduce
costs and enhance productivity, including the reduction of SG A
costs at Head Office."

A functional approach was taken in designing the new Executive
Team, which will be comprised of five executives reporting to
David J. Paterson:

    * Alain Grandmont, Executive Vice President, Human Resources
      and Supply Chain, will take on a new role that merges the
      Company's human resources and supply chain functions.

    * William G. Harvey, Executive Vice President and Chief
      Financial Officer, will continue to oversee
      AbitibiBowater's finance and corporate development
      functions.

    * Yves Laflamme, Senior Vice President, Wood Products, will
      continue to lead the Company's woodland and sawmill
      operations, wood products sales and wood fiber sourcing.

    * Pierre Rougeau, Executive Vice President, Operations and
      Sales, will now lead operations and sales for both the
      Commercial Printing Papers and Newsprint divisions.

    * Jacques P. Vachon, Senior Vice President, Corporate
      Affairs and Chief Legal Officer, will continue to have
      responsibility for overseeing the Company's Legal and
      other corporate functions.

Also, as previously announced, Bruce K. Robertson will serve as
Chief Restructuring Officer and work closely with the Executive
Team.  His primary responsibility will be to support Company
efforts in the restructuring process stemming from
AbitibiBowater's creditor protection filings.

                   About AbitibiBowater Inc.

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

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

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

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

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

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


ABITIBIBOWATER INC: To Shut Nova Scotia Mill for 5 Weeks
--------------------------------------------------------
Blaming market conditions and the downturn in the economy,
AbitibiBowater is closing down a Nova Scotia paper mill for five
weeks, jeopardizing the jobs of its 300 workers, The Canadian
Press reports.

Courtney Wentzell, president of Local 141 of the Communications,
Energy and Paperworkers Union of Canada, told the Canadian Press
the Union is concerned whether there will be permanent
disclosures.

The plant, located in Brooklyn, near Liverpool, will be closed
from August 29 to Oct. 4, 2009.  The idling of the Nova Scotia
Mill is AbitibiBowater's fourth since December, the report notes.

                   About AbitibiBowater Inc.

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

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

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

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

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

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


ABITIBIBOWATER INC: To Idle 2 Machines at Thunder Bay Mill
----------------------------------------------------------
AbitibiBowater is putting operations in two paper machines in its
mill in Thunder Bay, Ontario, on hold indefinitely as of
August 21, 2009, The Canadian Press reports.

The company announced its planned machine idling on August 5,
2009.  The Company says the decision on the Thunder Bay Machines
has been reached due to "weak economic conditions."

Idling the two paper machines is expected to affect close 60% of
the 625 mill workers.

                     Employees' Statement

"[The] announcement by AbitibiBowater that it intends to
indefinitely shutdown paper machines #4 and #5 is yet another
cruel blow to our members, their families and the community
of Thunder Bay," Bob Huget, the Ontario Vice-President of
the Communications, Energy and Paperworkers Union of Canada,
representing the more than 400 employees at the mill, said in a
public statement.

"The financial sustainability of the industry cannot come on the
backs of workers any longer," Mr. Huget said. "We have given
enough."

"CEP members in Thunder Bay have worked with AbitibiBowater over
the last 2 years to help save over $16 million in production
costs.  They have also paid out of their own pockets for enhanced
early retirement packages so our members could retire with
dignity.  In return for all of these things, we are served with
another layoff and closure notice.

"We have repeatedly called on the Government of Ontario to reduce
the high energy costs that this mill and many other mills in this
province face.  We have asked them to reduce the industrial power
rate, but the government chooses to do nothing while more workers
lose their jobs every day.

"Our members are not responsible for the forestry crisis; we are
not responsible for the huge debt that AbitibiBowater struggles
under.  We didn't make those decisions and yet we are paying the
ultimate price for them.

"The turnaround of this industry cannot solely be on the backs of
workers.  It's time the Ontario Government and AbitibiBowater
understand that.  We have demanded a high level meeting with
senior management at AbitibiBowater to discuss the sustainable
operations of the Thunder Bay mill and at Abitibi's other
locations in Canada.

"Until that meeting is complete we will not be entering into
local discussions at Thunder Bay, nor will we have any further
comments on the Company's plans for the mill."

                         Ontario Responds

In a separate report, The Canadian Press relates that Ontario's
Northern Development, Mines and Forestry Minister Michael
Gravelle has said the province of Ontario "has been in discussion
over the past couple of months on helping [AbitibiBowater]
address its challenges."  Mr. Gravelle stated discussions
continue, but declined to expound on the matter.

Mr. Gravelle, however, told The Canadian Press the province of
Ontario have helped AbitibiBowater in terms of the energy rebate
program.  The program, according to Mr. Gravelle, has returned
$38 million to the company since 2006, including $18 million to
the Thunder Bay mill.

                     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).


ABUNDANT RENEWABLE: Helix Signs LOI to Acquire All Assets
---------------------------------------------------------
San Diego, California-based Helix Wind Corporation has signed a
non-binding Letter of Intent to acquire all of the business assets
of Abundant Renewable Energy, LLC and Renewable Energy
Engineering, LLC.

The total purchase price of the acquisitions will range from
$4 million to $6.5 million -- depending on the fulfillment of
certain future earn-outs based on ARE's financial projections --
in cash and restricted stock of Helix Wind.  The timing of the
closing is contingent on, among others, the completion of
financing by Helix Wind no later then November 1, 2009.  Closing
for both acquisitions is subject, among other things, to
negotiation and execution of definitive agreements with ARE,
completion of customary due diligence, and since the assets are
being purchased out of bankruptcy, court approval of the
acquisition.

The acquisition of ARE will bring two additional products to the
Helix Wind portfolio.  The ARE110 (2.5KW) and ARE442 (10KW) are
both optimized for energy production in low wind sites.  The wind
energy systems boast direct grid-connect without batteries,
battery charging systems, powerful blades, efficient alternators
and sophisticated controls making for quiet, consistent and
reliable wind generators.  In addition, both turbines are
qualified for rebate programs in California and New York, as well
as in many other states.

Following the acquisition, ARE Founder and President Robert W.
Preus is expected to add his industry expertise and experience to
the Helix Wind team.  Mr. Preus has 25 years experience in
mechanical, hydraulic, pneumatic, and electro-mechanical systems
and controls.  He began ARE in 1998 and built a team to design,
manufacture, and distribute small wind generators, towers, and
controls.  He developed the company into a network of over 200
dealers across the U.S. and Canada, and contributed the
manufacturing and distribution business into Abundant Renewable
Energy, LLC in 2007 while retaining the design engineering and
consulting business as Renewable Energy Engineering, LLC.

Helix Wind Chairman and President Scott Weinbrandt commented,
"Successful completion of this transaction will further expand our
business in the renewable energy space.  Robert Preus is a highly
respected industry veteran and will be a great addition to our
technical team, with depth of knowledge about all aspects of the
small wind value chain, great industry contacts, and experience
with testing and certification.  We are proud that Helix is
continuing its strategy to roll up other "best of breed"
alternative energy and small wind companies to become the dominant
company in this business."

Pursuant to the LOI, Helix Wind intends to purchase all the
business assets of ARE related to the company's design,
manufacture, marketing, sales and service of wind turbines,
towers, electronic controls, related equipment and software, as
well as accounts receivable, inventory pre-paid items and cash.
Simultaneously, Helix Wind intends to purchase all business assets
of REE related to the engineering, design and testing of wind
turbines, towers, electronic controls and related equipment and
software.

Helix Wind will also assume the outstanding liabilities associated
with the purchased assets.

Helix Wind -- http://www.helixwind.com/-- is engaged in the
design, manufacturing and sale of small wind vertical axis turbine
designed to generate 300W, 1kW, 2.0kW, 4.0kW, and 50kW of clean,
renewable electricity.

Abundant Renewable Energy, LLC, based in Newberg, Oregon,
filed for bankruptcy on March 26, 2009 (Bankr. D. Ore. Case No.
09-32025).  Judge Elizabeth L. Perris presides over the case.
Richard S. Ross, Esq., at Law Office of Richard S. Ross, in
Vancouver, Washington, serves as Debtor's counsel.  The Debtor
listed assets below $50,000 and debts ranging from $1,000,001 to
$10,000,000.


ACCURIDE CORP: Lenders Extend Waiver Period Until September 7
-------------------------------------------------------------
Accuride Corporation has entered into a Second Temporary Waiver
Agreement with its lenders party to its Fourth Amended and
Restated Credit Agreement.  The Second Temporary Waiver Agreement
effectively extends the original Temporary Waiver Agreement, dated
as of July 1, 2009, until September 7, 2009, subject to the
ability to extend the waiver period to September 15, 2009, unless
sooner terminated as provided for in the agreement.  The Second
Temporary Waiver Agreement addresses any failure to comply with
certain financial covenants specified in the Credit Agreement.
Further, the Second Temporary Waiver Agreement waives any failure
to pay interest to holders of Accuride's 8-1/2 percent Senior
Subordinated Notes due 2015 (Notes) after the expiration of the
30-day grace period provided in the Note indenture, provided that
the Note holders provide the Company with a waiver or forbearance
agreement regarding the non-payment of interest no later than
September 7, 2009.

"We're pleased to secure an extension of the waiver under our
Credit Agreement to provide Accuride with additional time to
evaluate and negotiate opportunities to refinance and recapitalize
its business," stated Jim Woodward, Accuride's Senior Vice
President and Chief Financial Officer.  "The Company and its
advisors have been working diligently on a comprehensive plan that
addresses the balance sheet challenges currently facing the
Company due to the depressed conditions in the commercial vehicle
market."

As of June 30, 2009, Accuride had $47.6 million cash and cash
equivalents.

"As we continue negotiations with our Lenders, we remain focused
on managing our business through this industry downturn and
providing our customers with high quality products," said Bill
Lasky, Accuride's Chairman, President and Chief Executive Officer.
"We do not take our customer relationships lightly; our customers
are the reason we exist. We will continue to pursue initiatives
that drive the integrity of Accuride, the enhancement of our
operational capabilities, and the outstanding quality and
customer-focused services we provide."

As consideration for the Second Temporary Waiver, Accuride agreed
to provide detailed and regular financial information to a
Steering Committee that was formed to represent the lenders in
their negotiations with Accuride and to comply with other
restrictions, including restrictions on incurring additional debt,
making investments, and selling assets.  In addition, Accuride
agreed to maintain an average liquidity of $32.5 million over a
rolling five business day period and a minimum liquidity of $28
million, subject to specified Steering Committee discretion.  The
temporary waiver is subject to certain early termination events,
including the occurrence of other events of default under the
Credit Agreement and payment by Accuride of interest on its
outstanding Notes which, subject to a 30-day grace period, was due
August 1, 2009.

To maintain the effectiveness of the original waiver, the Company
did not pay the roughly $11.7 million of interest on August 3,
2009, to the holders of its Notes and intends to use the existing
30-day grace period provided in the Note indenture to continue
discussions regarding a capital restructuring with its lenders.
Under the indenture, the failure to make this interest payment
would not constitute an event of default that permits acceleration
of the Notes until the expiration of the 30-day grace period on
September 2, 2009.

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


AFFINITY GROUP: Posts Wider 1H Loss, Missed Aug. 15 Payments
------------------------------------------------------------
Affinity Group Holding, Inc., reported wider net loss of
$3,008,000 for the six months ended June 30, 2009, from net loss
of $513,000 for the same period a year ago.

Affinity Group Holding reported net income of $1,563,000 for the
three months ended June 30, 2009, lower compared with $2,629,000
net income for the same period a year ago.

Revenues of $129.9 million for the second quarter of 2009
decreased by $17.8 million, or 12.1%, from the comparable period
in 2008.  Revenues of $235.0 million for the first six months of
2009 decreased by $37.8 million, or 13.8%, from the comparable
period in 2008.

As of June 30, 2009, Affinity had $301,734,000 in total assets and
$587,933,000 in total liabilities, resulting in $286,199,000 in
stockholders' deficit.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4239

                           Company's Debt

On March 24, 2005 in a private placement, AGHI issued $88.2
million principal amount of its 10-7/8% senior notes due 2012 at a
$3.2 million original issue discount.  The AGHI Notes are
unsecured obligations of AGHI and its subsidiaries have not
guaranteed payment of principal or interest on the AGHI Notes.
Interest on the AGHI Notes is payable semi-annually on February 15
and August 15 commencing August 15, 2005 and the entire $88.2
million principal amount of the AGHI Notes are due in full on
February 15, 2012.

The Company's wholly owned subsidiary Affinity Group Inc. entered
into the Amended and Restated Credit Agreement and a Senior
Secured Floating Rate Note Purchase Agreement in June 2003.  The
AGI Senior Credit Facility provides for a revolving credit
facility of $25.0 million and term loans.  As of June 30, 2009,
$119.1 million was outstanding under the term loans and
$3.0 million was outstanding under the revolving credit facility.
Reborrowings under the term loans are not permitted.

              June Amendment to Senior Credit Facility

On June 5, 2009, AGI entered into an amendment to its Senior
Credit Facility pursuant to which the maturity date was extended
from June 24, 2009, to March 31, 2010, the revolving credit
portion of the facility was reduced by $10.0 million to
$25.0 million, the outstanding term loan borrowings were repaid by
$8.0 million, the financial covenants in effect through the
extended maturity date were revised and the borrowing rate was
increased to prime rate plus 7.0% or LIBOR plus 8.0% with a LIBOR
floor of 2.75%.  The Company capitalized $2.5 million in fees paid
to the lenders and expensed as incurred $1.5 million in legal and
other fees related to the amendment.

As a condition to the amendment, the shareholder of the ultimate
parent of the Company was required to arrange for the purchase of
$26.6 million in principal amount of the term portion of the AGI
Senior Credit Facility by new lenders, enhance the yield to such
new lenders, purchase AGHI Notes held by one of such new lenders
at a premium to the most recent market price, contribute
$5.0 million in capital to AGI, and guarantee two required
principal payments on the term loans under the AGI Senior Credit
Facility, aggregating $15.0 million.

In consideration of the support, AGI entered into an option
agreement with the shareholder of the ultimate parent of the
Company pursuant to which AGI granted such shareholder or his
assigns an option, exercisable on or before March 1, 2010 to
purchase the Company's Camping World subsidiary for $55.0 million.
Management was assisted in determining the fair value of such
subsidiary by an independent third party valuation firm.  AGI also
agreed to pay the shareholder of the ultimate parent, upon
successful refinancing of AGI's secured debt, including the AGI
Senior Credit Facility, a success fee equal in amount to the fair
value, as determined by an independent financial advisor of such
credit support, taking into account the fair value of the option
to purchase Camping World.  In the event the fair value of the
Camping World purchase option exceeds the fair value of such
credit support, the shareholder will pay the amount of such excess
to AGI.

Concurrent with the June 5, 2009 amendment to the AGI Senior
Credit Facility, AGI obtained a $9.7 million Second Lien Loan, the
net proceeds of which were used to purchase $14.6 million in
principal amount of AGI Senior Subordinated Notes.  The Second
Lien Loan carries an interest rate of 9.0% and matures on July 31,
2010.

In addition, AGI agreed to use its best efforts to secure an
asset-based loan of at least $18.5 million secured by the
inventory and receivables of its subsidiary, Camping World, Inc.,
the proceeds of which would be used to further reduce the amounts
outstanding under the AGI Senior Credit Facility.  The senior
lenders agreed to subordinate their liens to such financing.  If a
Camping World Financing has not been consummated by September 15,
2009, the borrowing rate on revolving credit loans, swing loans
and terms loans increase to prime rate plus 9.0% or LIBOR plus
10.0%.

The amended AGI Senior Credit Facility also revised AGI's
financial covenants in effect through the extended maturity date.
Significant cost reductions have been implemented in 2008 and
2009, including the elimination of personnel, suspension of 401(k)
employer contributions, salary cutbacks, hiring and capital
expenditure spending freezes, closure of under-performing retail
stores, satellite office closures, and magazine size and frequency
reductions.

The AGI Senior Credit Facility contains certain restrictive
covenants relating to, but not limited to, mergers, changes in the
nature of the business, acquisitions, additional indebtedness,
sale of assets, investments, and the payment of dividends subject
to certain limitations and minimum operating covenants.  There was
no event of default under the AGI Senior Credit Facility at June
30, 2009.

                    Financial Advisor on Board

The Company anticipates that it will be able to refinance or
replace the existing credit facility before its maturity on
March 31, 2010, and, assuming such refinancing, will have
sufficient funds from its operations together with available
borrowing under the replacement credit facility to meet all of the
Company's debt service, capital requirements and working capital
needs over the next 12 months.

The Company has engaged a financial advisor to seek equity capital
which would permit a possible refinancing or restructuring of the
Senior Credit Facility ($119.1 million principal amount of term
loans and $3.0 million principal amount under the revolving credit
line under the Senior Credit Facility on June 30, 2009), AGI's
Second Lien Loan indebtedness ($9.7 million principal outstanding
on June 30, 2009), AGI's Senior Subordinated Notes due 2012
($137.8 million principal outstanding on June 30, 2009) and the
AGHI Notes due 2012 ($112.0 million principal outstanding on
June 30, 2009).

AGI and AGHI have received preliminary written proposals from a
number of potential equity investors, some of whom have performed
business due diligence.  AGI and AGHI are actively pursuing four
of such proposals.  They involve new cash equity investments of
between $50,000,000 and $90,000,000.  All proposals contemplate,
as a condition to the equity investment, that the Company's
Camping World subsidiary would be sold to an affiliate and that a
significant part of the proceeds of the equity investment would be
used to make an offer to holders of the AGI Senior Subordinated
Notes due 2012 or the AGHI Notes due 2012 to exchange their
current security for a combination of cash and new bonds with an
extended maturity date and a lower face amount.

              $6.2 Million Interest Payment Deferred

In view thereof the Company said it intends to defer a
$6.2 million interest payment due August 15 on the AGHI Notes.

Under the terms of the AGHI Notes, the Company is afforded a
30-day grace period from the interest payment date before non-
payment constitutes an event of default under such notes.  During
such 30-day grace period, the Company intends to discuss with
bondholders possible alternative capital structures after a
presumed cash equity investment, including possible discounts for
early payment and possible exchanges of existing securities for
new securities with an extended maturity date or other terms
acceptable to the Company and its bondholders.

As a result of restrictions in the AGI Senior Credit Facility, AGI
is blocked from making distributions to AGHI for the purpose of
paying interest on the AGHI Notes.  For the two most recent
interest payments, AGHI has made the interest payments using the
proceeds of capital contributions from AGHI's parent.  There can
be no assurance that AGHI's parent will fund the interest payments
due on the AGHI Notes as it has for the two most recent interest
payments.

The Company said there can be no assurance that it will be able to
implement a new capital structure to repay or refinance the AGI
Senior Credit Facility, AGI's Second Lien Loan indebtedness, the
AGI Senior Subordinated Notes or the AGHI Notes before the final
maturity of the AGI Senior Credit Facility in March 2010, the
maturity of AGI's Second Lien Loan indebtedness in July 2010, the
maturity of the AGI Senior Subordinated Notes in February 2012, or
the maturity of the AGHI Notes, $25.4 million of which mature in
March 2010 and the balance in February 2012.   If the Company is
not able to refinance or replace any such debt before its
scheduled maturity, the holders of such debt will be entitled to
exercise their respective remedies including, in the case of
secured debt, to sell the collateral securing the repayment
thereof.  In as much as the indebtedness owned under the AGI
Senior Credit Facility and AGI's Second Lien Loan indebtedness is
secured, it would be repaid before funds are available to
discharge any unsecured or subordinated obligations.

                       About Affinity Group

Affinity Group Holding, Inc., is a large member-based direct
marketing company, targeting North American recreational vehicle
owners and outdoor enthusiasts.  The company reported net revenue
of $506 million for the LTM period ended March 31, 2009.

Affinity Group carries a 'Caa1' long term corporate family rating
from Moody's and a 'CCC' issuer credit rating from Standard &
Poor's.


AGT CRUNCH: Crunch Fitness to Sell Metro Atlanta Location
---------------------------------------------------------
Lisa R. Schoolcraft at Atlanta Business Chronicle reports that AGT
Crunch Acquisition LLC's Crunch Fitness International Inc. will
sell its sole metro Atlanta location.

Crunch Fitness CEO Tim Miller wouldn't confirm that the fitness
center will close its doors, but add he admitted that letters went
out to members saying that the site may close.  The report quoted
him as saying, "We have a business plan in place to mitigate the
losses [at the Buckhead location]."

Court documents say that Crunch Fitness has approved the sale of
the Buckhead club, authorizing the assumption and assignment of
membership and personnel agreements and rejecting lifetime and
other membership agreements.

Crunch Fitness said in a statement that it is in talks for the
Buckhead site.  "Our primary concern is to make sure our members
are taken care of and as soon as the deal terms are finalized,
we'll let our members and the public know," Business Chronicle
quoted Crunch Fitness as saying.

AGT Crunch Acquisition Co. and its affiliates ran and operated the
Crunch Fitness chain of 19 high-end fitness clubs.  The clubs,
with 73,000 members, are located in New York, Chicago, Los Angeles
and Rock Creek, Maryland.  New York-based AGT Crunch Acquisition
LLC and its affiliates filed for Chapter 11 on May 6, 2009 (Bankr.
S.D.N.Y. Lead Case No. 09-12889).  Davin J. Hall, Esq., at Dechert
LLP, represents the Debtors in their restructuring efforts.  Omni
Management Group, LLC is claims and noticing agent.  Diana G.
Adams, the U.S. Trustee for Region 2, appointed seven creditors to
serve on the official committee of unsecured creditors.  Attorneys
at SilvermanAcampora LLP serve as counsel to the Committee.

The petition listed assets of $104 million against $102 million in
total liabilities.  Debt includes $56.7 million on a first-lien
loan now mostly owned by Angelo Gordon affiliates.  There is a
second-lien debt for another $22.7 million.


AMDL INC.: To Raise Capital to Address Going Concern Qualification
------------------------------------------------------------------
AMDL Inc. reported on August 19 unaudited results and the filing
of its Form 10-Q with the Securities and Exchange Commission for
fiscal second quarter 2009.  A copy of the Form 10-Q is available
at http://researcharchives.com/t/s?424d

For the three-month period ending June 30, 2009, AMDL reported
revenues of approximately $3.2 million, a 35% decrease compared
with revenues of $4.9 million in the second quarter of 2008. AMDL
reported a comprehensive loss of approximately $8.0 million ($0.51
per share) in the second quarter of 2009, that included a one-time
loss of approximately $4.2 million associated with the sale of YYB
-- a wholly-owned foreign subsidiary of AMDL's China-based
subsidiary Jade Pharmaceuticals Inc., and a $1.9 million provision
for doubtful accounts receivable from fourth quarter FY2008 sales
of its newly launched Nalefen human placenta extract (HPE) based
skin care product.

Sales for the second quarter were affected by commercial
production delays for the Company's strongest selling Goodnak(TM)
anti-aging injectable.  Lack of commercial production was the
result of a non-operational small-injectable production line,
which was off-line while awaiting a mandatory 5-year GMP re-
certification from the SFDA in China.  As previously announced
AMDL received initial re-certification in March 2009 and resumed
full product production in July 2009. On a comparable basis before
one-time charges, AMDL reported a loss of $0.51 per share during
the second quarter of 2009, as compared to a $0.03 per share loss
in the second quarter of 2008.

Gross profits for the second quarter FY2009 decreased to
approximately $1.0 million compared to approximately $2.4 million
for the same period in FY2008. Selling, general and administrative
expenses for continuing operations of the Company were
approximately $3.8 million for the quarter as compared to
approximately $2.7 million for the same period in FY2008.

"The results we announced today are a clear indication we've
encountered challenges with our China operations.  With two
consecutive down quarters, my top priority is to re-evaluate the
business and take whatever necessary steps to position AMDL for
the future," said AMDL Chairman and CEO Douglas MacLellan. "I am
working closely with our US and China-based management teams and
Board of Directors to scrutinize all aspects of AMDL's business -
both in the US and China - with the goal of structuring operations
in a manner that best suits the long-term growth and profitability
of AMDL.  We are well down the path in outlining a plan to focus
AMDL's US operations solely on the In-Vitro Cancer Diagnostic and
high-end skin care product markets with JPI organized and operated
as a separate asset to AMDL. Based on the diversity of our China
and US-based businesses, independent strengths of executive
management and market potential of each of AMDL's operating
divisions we are confident this path offers the greatest upside
potential for AMDL and its shareholders."

AMDL Planned Spin-Off of JPI/JJB

AMDL believes the most prudent path to raising additional capital
for its China-based operations is for JJB to complete one or more
equity private placements during the third and fourth quarters of
FY2009.  Specifically, AMDL's China-based management team believes
the strongest path for AMDL to monetize its investments in JPI/JJB
is for JJB to then seek a public listing on the Growth Enterprise
Market ("GEM") located in Shenzhen, China during the first half of
2010. AMDL's executive management team and Board of Directors are
in agreement with JPI/JJB's management recommendations of a "spin-
off" strategy and anticipate working with JPI/JJB to complete
development plans with the goal of delivering potential returns
for AMDL and its shareholders.  It is anticipated during the third
quarter of FY2009 AMDL and JPI/JJB will complete the agreements
that will allow the Company to commence the spin-off process.
Beginning in the third quarter of FY2009 AMDL expects to de-
consolidate JPI/JJB in its financial statements and will account
for this asset as an investment on its balance sheet.  The de-
consolidation accounting treatment is anticipated to create a
significant one-time restructuring impairment charge.

With the planned monetization of JPI/JJB, AMDL continues to
believe JPI/JJB has a promising future.  The Company anticipates
it may be able to sell off a portion or all of its ownership in
JPI/JJB during the next 30 months; exit from its investment at or
after any public listing; retain an equity stake in JPI/JJB if
ownership is compelling; or position the subsidiary as a potential
buyout target based on JPI/JJB's business and brand recognition.
The goal of AMDL's executive management team and Board of
Directors is to gain the best valuation possible for our JPI/JJB
strategic asset.

AMDL Products

AMDL began commercializing its regulatory approved Onko-Sure(TM)
IVD cancer test this year and expects to initiate sales of its
Elleuxe(TM) high-end skin care product line. The Company continues
to make strong traction with its IVD division which has included
the signing of a collaborative agreement with Mayo Clinic and
securing its first customer and distributor partnerships with
Precision Diagnostics Laboratories Inc. and GenWay Biotech Inc.
AMDL anticipates generating approximately $1.5 million in revenue
during 2009 from IVD and skin care product sales.  Sales of Onko-
Sure(TM) and Elleuxe(TM) are anticipated to expand in FY2010 based
on the completion of additional international distribution
agreements we are currently pursuing.  Successful completion of
new distribution agreements is dependent on securing additional
financing for AMDL during the third quarter of FY2009.

Revised FY2009 Outlook

The spin-off process is anticipated to significantly affect AMDL's
2009 earnings and sales guidance, and as a result of restructuring
efforts currently underway, AMDL has revised its FY2009
projections.  AMDL now anticipates de-consolidating JPI and
accounting for its operations as an investment in the 3rd quarter
and JPI's management have indicated that they now anticipate that
JPI will achieve gross revenues for FY2009 of between US$32 -- $36
million and net income between US$4 -- $6 million after taxes and
before foreign currency translation gains or losses.  This is on
par with FY2008 financial results and represents revenues for the
Company's China-based operations only.

New Brand Launch

On August 22, 2009, AMDL Inc. anticipates receiving shareholder
approval in order to change its name to Radient Pharmaceuticals
Corporation, with the goal of establishing a new corporate brand
identity and its innovative and promising line of IVD & skin care
products. The Company also anticipates launching a new corporate
website which is expected to go live by the end of the third
quarter of FY2009. The long-term success of Radient Pharma is
based on significantly growing the sales of its IVD & skin care
products and monetizing its investment in JJB. The Company intends
to achieve this by securing adequate financing, broadening its
distribution network and continuing to research, develop, and
commercialize current and future products.

Mr. MacLellan continued, "We have made - and continue to make--
strong traction with our in vitro diagnostics division and the
commercialization of AMDL's DR-70 cancer test. As previously
mentioned, this includes the signing of a collaborative agreement
with Mayo Clinic and securing various distributor partnerships in
the US and Canada. We are also making marked progress with the
development and commercialization of the Elleuxe(TM) brand of
high-end skin care products scheduled for launch late in Q309 or
early Q409. Most importantly, we remain diligent in our on-going
cost containment efforts, especially in the wake of organizational
changes underway."

Cost Controls

AMDL continues to take proactive measures and is on track in
reducing over $1.5 million of general & administrative expenses in
FY2009 with the goal of increasing operational efficiencies and
managing the business in an increasingly prudent manner. These
cost containment activities include increased monitoring of
discretionary spending and an anticipated 30% reduction in overall
3rd party service provider fees for accounting, legal, investor
relations, and financial advisory and independent director
services.

Financing Initiatives

AMDL continues to work diligently to secure financing for
corporate operations, JPI and AMDL Diagnostics, Inc. (ADI). On
August 21, 2009, AMDL anticipates receiving approval from its
shareholders for this issuance of up to 6.5 million shares of
common stock, that can be used in a yet to be negotiated
financing.  Additionally JPI and ADI are in discussions with
various investors interested in investing in these specific
operations.

Going Concern Qualification

On April 15, 2009, AMDL filed with the SEC an Annual Report on
Form 10-K in which included an audit opinion with a "going
concern" explanatory paragraph which expresses doubt, based upon
current financial resources, as to whether AMDL can meet its
continuing obligations without access to additional working
capital.  The Company intends to raise additional capital and
pursue expense reductions to ensure its ongoing financial
viability.  This disclosure is in compliance with the NYSE
Alternext US Company Guide Rule 610(b) requiring a public
announcement of the receipt of an audit opinion that contains a
going concern qualification and does not reflect any change or
amendment to the consolidated financial statements as filed.
Further information regarding the going concern qualification is
contained in AMDL's Annual Report on Form 10-K for the year ended
December 31, 2008.

Conference Call

The Company will hold a conference call at 1:30 p.m. PDT/4:30 p.m.
EDT on Friday, August 21, 2009, following our 10:30 a.m. Annual
Meeting, to discuss second quarter 2009 results and results of the
Annual Meeting.  Listeners may access the call by dialing
1.877.360.1705 or 1.706.902.3245 for international callers, access
code 26342319.  A webcast will also be available through AMDL's
Web site at http://www.amdl.com/ A replay of the call will be
available through September 1, 2009. For additional information on
AMDL and its portfolio of products visit the Company's corporate
website at www.amdl.com.  For Investor Relations information
contact Kristine Szarkowitz at kszarkowitz@amdl.com or
1.206.310.5323.

                          About AMDL

Headquartered in Tustin, CA with operations in China, AMDL Inc.,
(NYSE Alternext US: ADL) along with its subsidiary, JPI, is a
pharmaceutical company devoted to the research, development,
manufacturing, and marketing of diagnostic, pharmaceutical,
nutritional supplement, and cosmetic products. The Company employs
over 510 people in the U.S. and China.

The Company had assets of $35,240,702 against debts of $7,727,742
as of June 30, 2009.


AMERICAN INT'L: Faces Two Lawsuits Over Madoff Losses
-----------------------------------------------------
Chad Bray at The Wall Street Journal reports that law firm Milberg
LLP, on behalf of investors Robert and Harlene Horowitz, has filed
lawsuits in the U.S. District Court in Manhattan against American
International Group Inc. on alleged refusal to honor a fraud-
protection provision in their homeowner's insurance policy.

According to The Journal, the two investors claimed that they lost
money to Bernard Madoff.

The complainants said in court documents that AIG, through its
units AIU Holdings and American International Insurance Co., has
refused to honor a claim by the two investors under their
homeowner's insurance policy with AIG Fraud SafeGuard coverage.
The Horowitz Family Trust, with Robert Horowitz, reportedly had
$8.5 million in its account with Mr. Madoff as of November 30,
2008, according to court documents.  The two investors had
invested money with Mr. Madoff's firm since 1997.

Court documents say that AIG refused to pay for amounts beyond any
initial investments with Mr. Madoff and denied claims related to
"any alleged gains, growth or appreciation."

The Journal relates that the lawsuit is seeking class-action
status on behalf of all AIG policyholders who lost money in the
Madoff fraud and held AIG homeowner's policies with the fraud
protection.

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 RAILCAR: S&P Gives Negative Outlook; Affirms 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on ARI to
negative from stable.  At the same time, S&P affirmed its ratings
on the company, including the 'BB-' long-term corporate credit
rating.

The ratings on St. Charles, Missouri-based ARI continue to reflect
the company's weak business profile, which is characterized by the
highly cyclical, competitive, and capital-intensive nature of the
railcar manufacturing industry, as well as by ARI's limited
product and customer diversity.  The ratings also reflect the
company's aggressive financial profile.  Mitigating factors
include ARI's well-established market position and its ample
liquidity.

The economic downturn and decline in new railcar demand is likely
to adversely affect the company's operating performance and
stretch credit protection measures.  If new orders for railcars
remain subdued, 2010 production rates and deliveries will be very
low, likely causing free cash flow generation to be negative and
ARI's ample cash position to erode.

"We could lower the company ratings if operating losses (before
depreciation and amortization) become increasingly likely for 2010
or if ARI's cash burn appears likely to cause its cash position to
fall below funded debt levels," said Standard & Poor's credit
analyst Gregoire Buet.  Also, if ARI's financial policies prove to
be more aggressive than S&P expected, reducing excess cash
balances, this could likewise result a lower rating.

"We would base an outlook revision to stable on a sustained
recovery in industry fundamentals and on improving operating
performance and cash generation," he continued.


ANEKONA W: Unity House Leads Bidding in Foreclosure Auction
-----------------------------------------------------------
Nina Wu at Starbulletin.com reports that Unity House Inc., a non-
profit serving labor workers, has submitted a $8.5 million bid for
the Lotus Diamond at Head Waikiki at a foreclosure auction,
surpassing bids by Central Pacific Bank and First Hawaiian Bank.

Starbulletin.com relates that the Lotus at Diamond Head, fka the W
Honolulu-Diamond Head, went into foreclosure under the ownership
of developer Brian Anderson's Anekona W LLC.

The auction, Starbulletin.com says, was initially scheduled by
state-appointed commissioner Richard Emery in May 2009, but was
postponed when Mr. Anderson filed for Chapter 11 bankruptcy before
it could take place.

Starbulletin.com states that Judge Robert Faris approved a motion
in July 2008 to dismiss the case.

Judge Faris almost granted Anekona W in an August 18 hearing two
more weeks to put together a potential deal with an interested
buyer, based on Mr. Anderson's claim that there was one, but the
judge eventually allowed the foreclosure auction, Starbulletin.com
relates.

According to Starbulletin.com, a 10% deposit was required at
bidding time, but Unity's bid is still subject to confirmation in
circuit court.  Other buyers can still present a bid for Lotus at
Diamond Head at the confirmation hearing, says Starbulletin.com.
The report states that the auction process would be reopened if a
buyer come forward with a bid that is 5% higher than the one
offered by Unity House.

Headquartered in Kamuela, Hawaii, Anekona W, LLC, filed for
Chapter 11 on May 27, 2009 (Bankr. D. Hawaii Case No. 09-01181).
The petition said that the Debtor had assets and debts both
ranging from $10 million to $50 million.


ANTELOPE VALLEY HEALTHCARE: S&P Keeps 'BB' Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Antelope Valley Healthcare District, California's million revenue
bonds, series 1997 A and B to stable from negative.  At the same
time, Standard & Poor's affirmed its 'BB' underlying rating on the
bonds.

"The outlook revision reflects S&P's view of AVHD's continued
improvement in operating performance," said Standard & Poor's
credit analyst Emily Wong.

AVHD's operating performance has improved since fiscal 2007 (year
ended June 30) with a negative $18.5 million operating loss to a
$8.2 million operating loss in fiscal 2008 and an operating gain
of $2.2 million for fiscal 2009 (unaudited).  The improved
profitability has been driven by reduced labor and supplies
expense and enhanced revenue through better contracting, increased
volume, and improved revenue cycle management.  In addition, AVHD
has maintained what S&P consider solid liquidity for the rating
level with 121.5 days' cash on hand as of June 30, 2009.

AVHD's operating improvement has been driven in S&P's view by the
financial turnaround plan that was implemented by the management
team in late 2007.  In fiscal 2009, AVHD posted its first
operating gain in the past five years.  Fiscal 2009's total
operating revenue increased 4.6% to $328.5 million driven by
increased volume.  Other initiatives implemented by management
include increased physician recruitment and alignment, improved
coding and documentation, and enhancing services.   AVHD expects
to receive Level II trauma status designation by the end of
calendar year 2009, which should improve reimbursement.


ANTHRACITE CAPITAL: Has $2.198-Bil. Debt as of June 30
------------------------------------------------------
Anthracite Capital, Inc., filed Amendment No. 1 to its Quarterly
Report on Form 10-Q for the quarter ended June 30, 2009 of
Anthracite Capital, Inc.  The Company discovered a typographical
error in the consolidated statement of financial condition as of
June 30, 2009.  The consolidated statement of financial condition
as of June 30, 2009 reported the Total Liabilities, Mezzanine and
Stockholders' Equity incorrectly and has been corrected in this
amendment.

According to the amendment, at June 30, 2009, the Company's
balance sheet showed total assets of $2.74 billion, total
liabilities of $2.198 billion, resulting to a stockholders' equity
of $504.67 million.

Anthracite Capital posted a net loss of $105.58 million for the
three months ended June 30, 2009, compared with a net income
of $33.31 million for the same period in 2008.  For the six months
ended June 30, 2009, the Company posted a net loss of $80.00
million compare with a net income of $87.21 million for the same
period in 2008.

A copy of the Form 10-Q/A is available for free at:

             http://researcharchives.com/t/s?424e

                     About Anthracite Capital

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

                      Going Concern Doubt

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


APPLETON PAPERS: Seeks Covenant Relief Under Old Notes Indentures
-----------------------------------------------------------------
Appleton Papers Inc. is commencing private offers to exchange its
outstanding 8.125% Senior Notes due 2011 and 9.75% Senior
Subordinated Notes due 2014 for new 11.25% Second Lien Notes due
2015.

In conjunction with each exchange offer, Appleton is also
soliciting consents to amend each of the indentures governing the
old notes to eliminate certain provisions, including substantially
all restrictive covenants, to eliminate certain events of default
and to eliminate or modify related provisions.  Holders tendering
old notes for exchange will be deemed to consent to the proposed
amendments, and holders may not deliver consents in the consent
solicitations without tendering their old notes.

The exchange offers and consent solicitations will expire at 12:00
midnight, New York City time, on September 15, 2009, unless
extended.  Eligible holders that validly tender their old notes
and validly consent to the proposed amendments at or prior to the
consent date for the offers, which will be 5:00 p.m., New York
City time, on August 31, 2009, unless extended, will receive
additional new notes as a consent payment.  Tendered old notes may
be withdrawn and the related consent may be revoked prior to the
consent date, but not thereafter, except under certain limited
circumstances.

Appleton has entered into agreements with holders (or investment
managers for those holders) of approximately 66.0% of Appleton's
senior notes and approximately 67.3% of Appleton's subordinated
notes pursuant to which those holders or investment managers have
agreed to tender their old notes in the offers.

Holders tendering Appleton's senior notes will receive $1,000
principal amount of new notes for each $1,000 principal amount of
their senior notes that are accepted for exchange, plus an
additional $10 principal amount of new notes if their senior notes
are tendered at or prior to the consent date.

Holders tendering Appleton's subordinated notes will receive $600
principal amount of new notes for each $1,000 principal amount of
their subordinated notes that are accepted for exchange, plus an
additional $25 principal amount of new notes if their subordinated
notes are tendered at or prior to the consent date.

The exchange offers and consent solicitations are subject to
certain conditions, including the receipt of consent from the
lenders under Appleton's senior secured credit facility to the
exchange offers and to the granting of liens to secure Appleton's
obligations under the new notes, and minimum tender conditions of
80% for the senior notes and 70% for the subordinated notes.
Appleton has the right to waive these conditions (including the
minimum tender condition) or to terminate or withdraw the exchange
offers and consent solicitations at any time and for any reason
prior to the fulfillment or waiver of the conditions to the
offers.

The new notes will be senior obligations of Appleton, secured by a
second-priority security interest in the assets currently securing
Appleton's senior secured credit facilities (subject to certain
exceptions), and will be guaranteed by Paperweight Development
Corp. and certain of its direct and indirect subsidiaries that
guarantee Appleton's obligations under its senior secured credit
facilities.  The new notes have not been and will not be
registered under the Securities Act or any state securities laws,
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements, and will therefore be subject to substantial
restrictions on transfer.

The exchange offers and consent solicitations are being made only
to qualified institutional buyers and accredited investors inside
the United States and to certain non-U.S. investors located
outside the United States that have completed and returned a
related letter of representations.


APPLETON PAPERS: Exchange Offer Cues S&P to Junk Corp. Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Appleton, Wisconsin-based specialty paper manufacturer
Appleton Papers Inc. to 'CC' from 'B'.  At the same time, S&P
lowered the issue-level ratings on the company's senior notes and
subordinated notes to 'C' from 'CCC+'.  The outlook is negative.

In addition, S&P is placing the 'B+' issue-level rating on the
secured bank credit facilities on CreditWatch with negative
implications.  The recovery rating remains '2', indicating S&P's
expectation of substantial (70% to 90%) recovery in the event of a
payment default.

The rating actions follow Appleton's announcement that it is
offering to exchange $200 million of proposed new second-lien
secured notes for the outstanding senior unsecured and
subordinated notes in its capital structure.  In the case of the
subordinated notes, the exchange for the new notes would represent
a substantial discount to the par amount.  For the senior
unsecured notes, the exchange for the new notes would be at par,
while the maturity would be extended beyond the original maturity
of the existing notes.  "As a result, S&P view the exchanges as
being tantamount to default given Appleton's stressed and highly
leveraged financial risk profile and S&P's concerns around
Appleton's ability to service its current capital structure over
the intermediate term due to the challenging operating
environment," said Standard & Poor's credit analyst Andy Sookram.

Appleton is offering to exchange its $110 million senior notes and
$142 million subordinated notes at a total consideration price of
101% and 62%, respectively.  It is also seeking consent to amend
certain provisions of the indentures to eliminate certain
provisions, including restrictive covenants, and complete the
exchange offers.  The exchange offers will expire on Sept. 15,
2009, unless extended.  Existing holders who tender their old
notes and consent to the proposed amendments at or prior to the
consent date of the offers, which is Aug. 31, 2009, will receive
additional new notes (included in the total consideration price),
as a consent payment.

In addition, S&P expects to assign its 'CCC+' rating (two notches
below the expected 'B' corporate credit rating) to Appleton's
proposed $200 million second-lien notes due 2015.  S&P also
expects to assign the note issue a recovery rating of '6',
indicating S&P's expectation of negligible (0% to 10%) recovery in
the event of a payment default.

The outlook is negative, reflecting S&P's expectation that S&P
will lower the corporate credit rating on Appleton to 'SD'
following the completion of the exchange offers.


APPLETON PAPERS: Moody's Assigns 'B3' Rating on New Secured Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Appleton Papers
Inc.'s proposed new secured notes due 2015 and downgraded the
company's existing senior subordinated notes to Ca from Caa1.  At
the same time, Moody's downgraded the company's probability of
default rating to Caa3 from B2.  Moody's also affirmed the
company's B2 corporate family rating and speculative grade
liquidity rating of SGL-4.  The outlook remains negative.

Appleton has proposed a series of refinancing transactions that
include the issuance of approximately $200 million of senior
secured notes.  The company is offering the new notes in exchange
for existing senior unsecured notes at par and a portion of the
company's existing subordinated notes at 60% of par.  The proposed
notes will rank below Appleton's existing senior secured term loan
and revolving credit facility with a second priority lien on
substantially all of the company's assets.  The new notes will be
guaranteed by the parent holding company, and each of its direct
and indirect present and future subsidiaries.

Because the exchange offer for the senior subordinated debt is
being done at 60% of par, and nonconsenting holders of the
existing senior unsecured and senior subordinated notes will lose
certain rights and be effectively subordinated to the new notes,
Moody's views the exchange offer to be a distressed exchange,
which is an event of default under Moody's definition of default.
For that reason, Moody's downgraded Appleton's probability of
default rating to Caa3 from B2 and downgraded the senior
subordinated notes to Ca from Caa1.  If the exchange offer
concludes as expected, it will benefit the company's debt maturity
profile, lower debt levels by approximately $40-$50 million, and
provide additional cushion within its financial covenants.
Therefore, at the conclusion of the exchange offer, Moody's expect
to change the probability of default rating to B2, consistent with
its corporate family rating, and withdraw the ratings for the
existing senior unsecured and senior subordinated notes.

Appleton's B2 corporate family rating reflects expected challenges
with respect to tight covenant compliance and weak liquidity;
eroding credit metrics; continued declines in the carbonless paper
segment; and the lower margins associated with a migration away
from the carbonless paper segment.  The ratings also consider
Moody's expectation for less pressure on materials costs; higher
sales of thermal papers as a result of the recent capacity
expansion at the company's West Carrollton, Ohio mill; and the
company's strong market position within both the carbonless and
thermal paper segments.

In March 2009, Appleton successfully renegotiated the financial
covenants in its bank debt, which should provide the company with
improved financial flexibility over the near to intermediate term.
Per the covenant amendments, Appleton relaxed its total leverage
ratio through June 2011, added a senior secured leverage ratio,
and replaced its interest coverage ratio with a fixed charge
coverage ratio.  Despite the improved financial flexibility and
proposed transaction, Moody's expects the cushion under Appleton's
financial covenants to remain modest at best in 2009, and to erode
in 2010 as required covenant levels step down.

The negative outlook reflects Moody's expectation that further
volume declines in the company's carbonless segment will continue
to pressure margins, cash flow generation, and leverage.

The speculative grade liquidity (SGL) rating looks ahead 12-18
months and considers internal sources of liquidity (cash on hand
plus free cash flow generation), external sources of liquidity,
covenant compliance, and alternate sources of liquidity.  The
company's SGL-4 rating indicates weak liquidity.  While Appleton's
recent credit facility amendment provides the company with
increased flexibility under its financial covenants, Moody's
expects compliance to be challenging in 2009 and 2010.  In
addition, Moody's expects the company to rely heavily on its
committed facilities to augment its small cash balance and limited
cash flow generation.

These ratings were assigned:

* Senior unsecured notes assigned at B3 (LGD5, 73%);

These ratings were affirmed:

* Corporate family rating affirmed at B2;

* Senior secured revolving credit facility affirmed at Ba3 (LGD2,
  25%);

* Senior secured term loan B affirmed at Ba3 (LGD2, 25%);

* Senior unsecured notes affirmed at B3 (LGD4, 67%);

* Speculative grade liquidity rating affirmed at SGL-4;

These ratings were downgraded:

* Probability of default rating downgraded to Caa3 from B2;

* Senior subordinated notes downgraded to Ca (LGD3, 40%) from
  Caa1;

The last rating action on Appleton occurred on April 29, 2009,
when Moody's confirmed all ratings that were placed under review
for downgrade on February 3, 2009, and assigned a negative
outlook.

Appleton Papers Inc., headquartered in Appleton, Wisconsin,
develops and manufactures specialty coated paper products,
including carbonless paper, thermal paper, and other specialty
papers.  It also develops and manufactures flexible packaging
products.


ASARCO LLC: Sterlite Matches Grupo's 100 Cents-on-Dollar Offer
--------------------------------------------------------------
Steven Church at Bloomberg reported that Sterlite Industries
(India) Ltd., on August 19 raised its bid for ASARCO LLC, by
pledging to pay all of the Company's unsecured debts in full, thus
matching an offer from Grupo Mexico SAB.  Under the plan, Sterlite
would guarantee to pay unsecured debts of Asarco LLC that are
ultimately considered legitimate by U.S. Bankruptcy Judge Richard
Schmidt.

Grupo Mexico SAB on August 18 beefed up its offer for ASARCO LLC
to $2.2 billion in cash.  Grupo Mexico said this offer guarantees
full payment for creditors.  Because the creditors are no longer
impaired, voting in favor of the Parent Plan is no longer required
as the creditors can be deemed to accept the Plan.

ASARCO LLC and Grupo Mexico, through unit ASARCO Inc., have filed
competing Plan's of reorganization for ASARCO LLC.  Judge Richard
Schmidt began on August 10 hearings to choose between the
competing plans, which originally included a third plan, sponsored
by investors led by Harbinger Capital Partners Master Fund I Ltd.

Grupo Mexico previously offered to purchase ASARCO LLC, in
exchange for $1.72 billion in cash plus a note for $280 million
for unsecured creditors.

ASARCO LLC's plan is built upon an agreement to sell assets to
Vedanta unit Sterlite Industries Inc.  Sterlite has agreed to
provide a $770 million promissory note, pay $1.59 billion in cash
and assume certain liabilities as part of its consideration in
exchange for ASARCO's assets.

ASARCO Inc. and AMC early this year lost a lawsuit filed against
it for intentional fraudulent conveyance of ASARCO LLC's crown
jewel -- its stock in Southern Peru Copper Company, now known as
Southern Copper Corporation.  The U.S. District Court for the
Southern District of Texas concluded that AMC is the transferee of
an avoidable transfer, and ordered AMC to return the SPCC Shares
to ASARCO LLC and to pay ASARCO LLC $1.38 billion in money
damages.  ASARCO Inc. and AMC, however, are appealing the ruling.

The recovery by creditors from the SPCC Litigation may depend on
the outcome of the litigation and which Chapter 11 plan is
selected by the Bankruptcy Court.  According to Bloomberg, under
the ASARCO LLC Plan, creditors may collect money from the
judgement against Grupo Mexico.  The Parent Plan, however, would
limit any payments related to the judgement.

According to Bloomberg, Kenneth N. Klee, a professor at the
University of California, Los Angeles, School of Law, testified
before the Bankruptcy Court on August 17 that Grupo Mexico may be
forced to pay as much as $2.94 billion in connection with the SPCC
Litigation.  "There is a 51% chance of Asarco prevailing," said
Mr. Klee, a lead author of the U.S. Bankruptcy Code when Congress
overhauled the law in the late 1970s.

Mr. Klee was hired by ASARCO LLC to determine how much its parent,
Grupo Mexico, may have to pay creditors in connection with the
SPCC Litigation -- the last major issue for Judge Schmidt to
decide before he chooses between two competing plans, Bloomberg
said.

Judge Schmidt will make a final decision on August 31.

                        About ASARCO LLC

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

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

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

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

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

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

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

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


BEAR STEARNS: Prosecutors Allege Cioffi Violated Trading Rules
--------------------------------------------------------------
Patricia Hurtado at Bloomberg reports that former Bear Stearns
Cos. hedge fund manager Ralph Cioffi is facing claims by the U.S.
government that he engaged in insider trading and that he rarely
heeded to trading compliance measures.  Federal prosecutors said
in a court filing in Brooklyn, New York, that Mr. Cioffi redeemed
$2 million from one of two funds under his control just before the
Bear Stearns funds collapsed in July 2007.  According to
prosecutors, Mr. Cioffi in 2006 sought to pledge his investment in
the fund as collateral for a building loan for a "luxury
condominium complex" in Sarasota, Florida.  Mr. Cioffi, however,
intentionally concealed the sale of securities.

According to Bloomberg, Mr. Cioffi was indicted in 2007 for an
alleged fraud that helped bring down Bear Stearns.  Mr. Cioffi and
another former Bear Stearns hedge fund manager, Matthew Tannin,
47, were indicted for misleading investors about the health of two
hedge funds that failed in July 2007, costing investors $1.6
billion.  The implosion helped trigger the credit crunch and the
eventual sale of Bear Stearns to JPMorgan Chase & Co.

The case is U.S. v. Cioffi, 08-CR-00415, U.S. District
Court, Eastern District of New York (Brooklyn).

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide.  The investment bank collapsed in 2008 and
was sold in a distressed sale to JPMorgan Chase in a transaction
backed by the U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint provisional liquidators.


BEAZER HOMES: Deep-Discount Notes Buyback Cues S&P's 'SD' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Atlanta-based Beazer Homes USA Inc. to 'SD' (selective
default) from 'CCC', reflecting what S&P views to be a de facto
restructuring of some of the company's unsecured debt during its
most recent fiscal quarter.  Concurrently, S&P lowered its ratings
on the company's senior unsecured notes to 'D' from 'CCC-'.  S&P's
'5' recovery rating was unchanged and indicates S&P's expectation
for a modest (10%-30%) recovery in the event of default.

"Our rating actions follow the company's announcement that it had
repurchased $116 million of its unsecured notes during its third
fiscal quarter ended June 30, 2009," said Standard & Poor's credit
analyst James Fielding.

The company bought the notes at a roughly 50% discount to their
face value, and the amounts repurchased equated to approximately
8% of the previously outstanding aggregate balance.

"In S&P's opinion, these repurchases constituted a distressed
restructuring given the steep discount and the significant
relative size of transactions," Mr.  Fielding said.

In accordance with its criteria for exchange offers and similar
restructurings, Standard & Poor's will perform a review of its
ratings on Beazer in the near term.

"Preliminarily, S&P expects to raise its corporate credit rating
on the company to 'CCC' following S&P's review, given S&P's
opinion that the discounted debt repurchases did not significantly
strengthen the homebuilder's highly leveraged balance sheet," Mr.
Fielding said.


BLACK GAMING: Has $4.8M Q2 Loss, May File Ch.11 Absent Debt Relief
------------------------------------------------------------------
Black Gaming LLC narrowed its net loss to $4,829,000 for the three
months ended June 30, 2009, from a net loss of $20,309,000 for the
same period a year ago.  Black Gaming reported a net loss of
$9,986,000 for the six months ended June 30, 2008, from a net loss
of $24,293,000 for the same period a year ago.

As of June 30, 2009, the Company had total assets of $148,280,000
and total liabilities of $233,532,000, resulting in members'
deficit of $85,252,000.

The Company is currently in default under its $15 million
Revolving credit facility with Wells Fargo Foothill, due June 30,
2011.  As of June 30, 2009, $14,758,000 is outstanding under the
Foothill Facility.

The Foothill Facility is secured by substantially all the assets
of the Company.  During the life of the Foothill Facility, the
Company may borrow up to the lesser of (1) $15.0 million less the
Letter of Credit Usage, as defined, less the Bank Product Reserve,
as defined, or (2) the Borrowing Base, as defined, less the Letter
of Credit Usage.  Under the terms of the Foothill Facility,
interest accrues on the outstanding principal balance at LIBOR
plus the LIBOR Rate Margin, as defined and amended, which is 5.0%,
or the Base Rate, plus the Base Rate Margin, which is 5.0%, as
defined and amended. LIBOR was approximately 2.5% and the Base
Rate was 5.0% at June 30, 2009.

The Company provided a restructuring term sheet and certain
projections to Wells Fargo Foothill in March 2009.  Nevertheless,
the forbearance period -- as extended to March 9, 2009 -- expired,
and Wells Fargo Foothill has the right to exercise any and all
rights and remedies under the Foothill Facility, including the
acceleration of the Company's obligations under the Foothill
Facility.  The Company is continuing to evaluate its financial and
strategic alternatives in light of the expiration of the
Forbearance Period.

At June 30, 2009, roughly $14.8 million was drawn under the
Foothill Facility.  Accordingly, the availability under the
Foothill Facility at June 30, 2009, was limited to roughly
$200,000 subject to further advances by Wells Fargo Foothill.  On
May 6, 2009, the Company received a Notice of Default and
Reservation of Rights letter from Wells Fargo Foothill.  The
outstanding balance on the Foothill Facility is a joint and
several obligation of the Company.

Moreover, on January 15, 2009, the Company failed to make the
$5.625 million semi-annual interest payment then due on its
$125.0 million Senior Notes due January 15, 2012.  The Company's
30-day grace period expired on February 15, 2009.

The Company is in discussions with an ad hoc committee of Senior
Noteholders regarding the Company's financial alternatives.
Because the interest payment was not made prior to the expiration
of the 30-day grace period, the aggregate principal amount of the
Senior Notes, plus the unpaid interest payment and any other
amounts due and owing on the Senior Notes could be declared
immediately due and payable by the Trustee under the Indenture or
by holders of 25% or more of the aggregate principal amount of the
Senior Notes.

The acceleration of the Company's obligation under the Senior
Notes would constitute an event of default under its $39.9 million
in gross proceeds of Senior Sub Notes due January 15, 2013.  In
such event, the aggregate principal amount of the Senior Sub
Notes, plus accrued and unpaid interest, if any, and any other
amounts due and owing on the Senior Sub Notes could be declared
immediately due and payable by the Trustee under the indenture
governing the Senior Sub Notes or by holders of 25% or more of the
aggregate principal amount of the Senior Sub Notes.  Failure to
make the interest payment on the Senior Notes also constituted an
event of default under the Foothill Facility.  Both Wells Fargo
Foothill and the Senior Noteholders are currently able to declare
the Company's obligations under the Foothill Facility and
Indentures immediately due and payable.

On February 19, 2009, the Company entered into a Forbearance
Agreement with a group of Senior Noteholders who have represented
that they hold more than 75% of the Senior Notes.  The Forbearance
Period commenced on the Effective Date and went through March 9,
2009, provided that (i) the Company provided a restructuring term
sheet to the professional advisors of the Senior Noteholders by
March 2, 2009, and (ii) the Company provided certain projections
to the professional advisors of the Senior Noteholders by March 6,
2009.

Although the Company did provide a term sheet and certain
projections to the professional advisors of the Senior Noteholders
by the required date, the Forbearance Period has expired, and the
aggregate principal amount of the Senior Notes, plus the unpaid
interest payment and any other amounts due and owing on the Senior
Notes could be declared immediately due and payable by the Trustee
under the Indenture or by holders of 25% or more of the aggregate
principal amount of the Senior Notes.  The Company is continuing
to evaluate its financial and strategic alternatives in light of
the expiration of the Forbearance Agreement.

The Company has agreed to pay certain fees and expenses incurred
by the professional advisors of the Senior Noteholders and to
provide them with reasonable access to the Company.

The estimated fair value of the Company's Senior Notes and Senior
Sub Notes at June 30, 2009 was $12.7 million and $1.4 million,
respectively.  The estimated fair value amounts were based on
quoted market prices.  For all other indebtedness, the fair value
approximates the carrying amount of the debt due to the short-term
maturities of the individual components of the debt.

On July 15, 2009, the Company failed to make the second
$5.625 million semi-annual interest payment then due on the Senior
Notes and the $4.208 million semi-annual interest payment then due
on the Senior Sub Notes.  The failure to make the semi-annual
interest payment under the Senior Sub Notes within the 30-day
grace period would constitute an additional event of default under
the Foothill Facility.  The acceleration of the Company's
obligations under the Senior Sub Notes would constitute an
additional event of default under the Senior Notes.

The Company will not make the interest payment on the Senior Sub
Notes within the 30-day grace period and is effectively in default
under the Senior Sub Notes.

The Company is currently in discussions with its lenders to
negotiate a restructuring of its debt.  If the Company is not
successful in obtaining an extended forbearance agreement, a
restructuring agreement or entering into a transaction to address
its liquidity and capital structure, the Company will likely be
required to seek protection under Chapter 11 of the U.S.
Bankruptcy Code.

The Company said there is substantial doubt about its ability to
continue as a going concern.

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?423a

Black Gaming, LLC, is engaged in the hotel casino industry in
Mesquite, Nevada.  Its wholly owned subsidiaries are B & B B, Inc.
(doing business as Virgin River Hotel/Casino/Bingo) and Virgin
River Casino Corporation and its wholly owned subsidiaries R.
Black, Inc., and RBG, LLC (doing business as CasaBlanca
Resort/Casino/Golf/Spa) and its wholly owned subsidiary CasaBlanca
Resorts, LLC (doing business as Oasis Resort & Casino) and its
wholly owned subsidiaries Oasis Interval Ownership, LLC, Oasis
Interval Management, LLC and Oasis Recreational Properties, Inc.


BRAY & GILLESPIE: Court Confirms Plan of Reorganization
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
confirmed Bray & Gillespie Management, LLC, et al.'s second
amended joint plan of reorganization dated May 22, 2009.

In summary, the Plan contemplates emergence of the Reorganized
Debtors and the continuation of the operation of the 23 hotels
located in Volusia County, a hotel located in Gretna, Louisiana
and the seven other entities (related or affiliated) which own
income producing property.  The Reorganized Debtors will consist
of 17 reorganized entities, six of which will be newly formed
Florida limited liability companies.

The Plan contains 104 classes of claims and interests.  There are
23 classes of secured claims, two classes of unsecured claims, one
class of unsecured priority claims, and 79 classes of interests.

On the Plan's effective date, holders of allowed unsecured claims
will receive, in full satisfaction of their allowed unsecured
claims an interest in the B&G Liquidating Trust.

Holders of allowed other unsecured claims will receive pro rata
distributions of the net proceeds from the liquidation of the
Ocean Waters Asset Co., LLC, assets.

On the Plan's effective date, all of the prepetition equity in the
Debtors will be cancelled and new equity distributed.  The B&G
Liquidating Trust will own 100% of Ocean Waters Holding Co., LLC
(Holding Co.).  Holding Co., in turn, will own, directly or
indirectly, the equity interests in all other Reorganized Debtors.

A full-text copy of the Court-confirmed Plan of Reorganization is
available for free at:

     http://bankrupt.com/misc/b&g.2ndamendedplan.part1.pdf
     http://bankrupt.com/misc/b&g.2ndamendedplan.part2.pdf
     http://bankrupt.com/misc/b&g.2ndamendedplan.part3.pdf

Based in Daytona Beach, Florida, Bray & Gillespie Management, LLC
-- http://www.brayandgillespie.com/-- and its debtor-affiliates
are engaged in the business of renovating and redeveloping resort
properties along Florida's Atlantic coastline.  The Company owns
over six miles of ocean property from Daytona Beach to Ormond
Beach.  B&G Management operates a total of 23 hotels located in
Volusia County which are either affiliates or related companies.
B&G Management is owned by partners Charles A. Bray and Joe
Gillespie.  Additionally, B&G Management manages 7 other entities
which own income producing property.  Certain affiliated or
related parties own 32 other non-income producing parcels of real
property located throughout Volusia County.

Bray & Gillespie Management, LLC, and 78 of its debtor-affiliates
filed separate petitions for Chapter 11 relief on Sept. 12, 2008
(Bankr. M.D. Fla. Lead Case No. 08-05473).  Jimmy D. Parrish,
Esq., Marianne L. Dorris, Esq., R. Scott Shuker, Esq., at
Latham Shuker Eden & Beaudine LLP; and John B. Macdonald, Esq., at
Akerman Senterfitt, represent the Debtors as counsel.  Melissa
Youngman, Esq., and Peter N. Hill, Esq., at Wolff Hill McFarlin &
Herron PA, represent the official creditors Committee as counsel.
In its petition, Bray & Gillespie Management, LLC listed between
$1 million and $10 million each in assets and debts.


BSC DEVELOPMENT: Court OKs Sale of Towers to New Buffalo Statler
----------------------------------------------------------------
James Fink at Business First of Buffalo reports that the Hon. Carl
Bucki of the U.S. Bankruptcy Court for the Western District of New
York has approved the $1.3 million sale of BSC Development BUF
LLC's Statler Towers to New Buffalo Statler Development LLC.

Business First relates that New Buffalo Statler -- led by local
businessmen William Koessler, Richard Sterben and Tom Zawadzki --
outbid another buyer in an August 12 auction.

According to Business First, New Buffalo Statler's lawyer David
Pfalzgraf Jr. said that a closing of the towers is tentatively set
for August 28, but it may be delayed a few days if the pre-closing
due diligence takes longer than expected.

Mr. Pfalzgraf and other attorneys had worked on specific lease
arrangements concerning cell phone transmission towers -- run by
Sprint and Verizon -- on the building's roof, delaying the hearing
by almost an hour, Business First states.  The lease issues can be
resolved, the report says, citing Sprint's lawyer, Kimberly
Colaiacovo.  Court-appointed trustee Morris Horwitz, according to
the report, said that he doesn't anticipate any legal obstacles
that would delay the closing.

Business First reports that New Buffalo Statler has already
invested almost $350,000 in the deal, including pre-closing
payments and agreeing to take on insurance payments that totaled
below $11,000.

Contract Specialists International, Inc., Firstsource
Manufacturing, Inc., and Parklane Catering LLC filed a Chapter 11
bankruptcy petition for BSC Development BUF LLC, aka BSC Tower,
LLC, on April 13, 2009 (Bankr. W.D.N.Y. Case No. 09-11550).


CABI DOWNTOWN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cabi Downtown, LLC
        19950 West Country Club Drive, Suite 900
        Aventura, FL 33180

Case No.: 09-27168

Type of Business: The Debtor operates a real estate business.

Chapter 11 Petition Date: August 18, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Mindy A. Mora, Esq.
            200 S. Biscayne Blvd #2500
            Miami, Fl 33131
            Tel: (305) 350-2414
            Fax: (305) 351-2242
            Email: mmora@bilzin.com

Estimated Assets: $100,000,001 to $500,000,000

Estimated Debts: $100,000,001 to $500,000,000

The petition was signed by Elias Amkie Levy, the company's
manager.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Gryphon Construction LLC       Trade Debt             $912,272
3300 Corporate Avenue
Suite 110
Fort Lauderdale, FL 33331

Siegfried, River, Lerner,      Professional Fees      $395,457
De La Torre & Sobel, P.A.
201 Alhambra Circle
Suite 1102
Miami, FL 33134

Holly Sime Reality of          Professional Fees      $193,750
Miami, Inc.

Fullerton-Diaz Architects      Professional Fees      $175,555

Markatech Associates           Trade Debt             $135,733

AON Risk Service               Trade Debt             $127,788

Everglades On the Bay North    Trade Debt             $106,394
Condominium Association, Inc.

O'Brien Lighting, Inc.         Trade Debt             $92,822

Holland & Knight LLP           Professional Fees      $87,904

Accord International Corp.     Trade Debt             $80,000

R & J Painters, Inc.           Trade Debt             $58,114

Raul Puig Group                Trade Debt             $45,553

UIC, Inc.                      Trade Debt             $41,200

Everglades On the Bay North    Trade Debt             $38,284
Condominium Association, Inc.

ATC International, Inc.        Trade Debt             $34,768

Water Studio, Inc.             Trade Debt             $31,490

Greenberg Traurig P.A.         Professional Fees      $19,520

Signs for You, Inc.            Trade Debt             $18,495

KMH Rockstars LLC              Trade Debt             $15,638

Lubercy Investments, Inc.      Trade Debt             $15,000


CAPITAL GROWTH: To Delay Filing of June 30 Quarterly Report
-----------------------------------------------------------
Capital Growth Systems, Inc., advised the Securities and Exchange
Commission that its financial statements for the quarter ended
June 30, 2009, could not be completed without unreasonable effort
or expense.  The Company's quarterly report on Form 10-Q will be
filed no later than the fifth calendar day following the
prescribed due date.

The Company's annual report on Form 10-K for the year ended
December 31, 2008, has not been filed.  The Company's quarterly
report on Form 10-Q for the quarter ended March 31, 2009, also has
not been filed.

The Company said there is a significant change in results of
operations between the second quarter of 2009 and 2008 as the 2009
quarterly results include the operations of a company acquired
during the fourth quarter of 2008.

As reported by the Troubled Company Reporter on August 7, 2009,
Capital Growth entered into, among other things, a Second
Amendment and Waiver Agreement with its senior secured lender, ACF
CGS, L.L.C., as Agent for itself and other lenders with respect to
$8,500,000 of senior secured financing, restoring the loan to good
standing and setting adjusted covenants and other terms and
conditions.

                   About Capital Growth Systems

Based in Chicago, Illinois, Capital Growth Systems Inc. (OTC BB:
CGSY) doing business as Global Capacity Group Inc., delivers
telecom integration services to systems integrators,
telecommunications companies, and enterprise customers worldwide.
It provides an integrated supply chain management system that
streamlines and accelerates the process of designing, building,
and managing customized communications networks.  The Company also
provides connectivity services for network integrators who bundle
telecommunication solutions to enterprise customers; offers global
pricing and quotation software and management services for data
communications; and assists customers to reduce connectivity costs
and attain understanding and control of their deployed
communications network.


CAVIATA ATTACHED: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Caviata Attached Homes, LLC
        8700 Technology Way
        Reno, NV 89520

Case No.: 09-52786

Type of Business: The Debtor operates a real estate business.

Chapter 11 Petition Date: August 18, 2009

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

Debtor's Counsel: Alan R. Smith, Esq.
            505 Ridge St
            Reno, NV 89501
            Tel: (775) 786-4579
            Email: mail@asmithlaw.com

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

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

The petition was signed by William D. Pennington II.

Debtor's List of 3 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Travelers Insurance            Goods/Services         $39,491

Sierra Summit Landscape        Goods/Services         $25,100

Fisher J. Frank                Goods/Services         Unknown


CBC FRAMING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: CBC Framing, Inc., a CA Corporation
        21026 Osborne Street, Suite 1
        Canoga Park, CA 91304

Bankruptcy Case No.: 09-20610

Chapter 11 Petition Date: August 18, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Aaron De Leest, Esq.
                  2029 Century Park East 3rd Fl
                  Los Angeles, CA 90067-2904
                  Tel: (310) 277-0077
                  Email: aed@dgdk.com

                  Eric P. Israel, Esq.
                  Danning, Gill, Diamond & Kollitz LLP
                  2029 Century Park East 3rd Fl
                  Los Angeles, CA 90067
                  Tel: (310) 277-0077
                  Fax: (310) 277-5735
                  Email: eisrael@dgdk.com

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

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

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

            http://bankrupt.com/misc/cacb09-20610.pdf

The petition was signed John W. Vojtech, president of the Company.


CHATEAU CARROLLTON: Wachovia Tries to Block Cash Collateral Use
---------------------------------------------------------------
John P. Boan at Times-Georgian reports that Wachovia Bank, Chateau
Carrollton Associates, Ltd., biggest creditor, has filed a motion
to the U.S. Bankruptcy Court for the Northern District of Georgia
to prevent the Debtor from using cash collateral without the
approval from its existing lenders.

Chateau Carrollton filed for Chapter 11 bankruptcy in July.
According to Times-Georgian, Carrollton Assistant City Manager Tim
Grizzard said that the city received notice shortly after the
filing.

Times-Georgian relates that Chateau Carrollton owes Wachovia Bank
above $4.5 million.  According to Times-Georgian, Wachovia Bank's
motion would prohibit Chateau Carrollton from using cash on its
own accord, including "the proceeds, products, offspring, rents,
or profits of property subject to a security interest," and the
Company could be required to pay a significant portion of incoming
revenues to the bank and other debtors until its debts are paid.

Chateau Carrollton, says Times-Georgian, is facing a payment
schedule from Wachovia Bank that is incremental through March of
2013.  Court documents say that Chateau Carrollton would be
required to make a balloon payment of more than $3.9 million,
which according to Times-Georgian would satisfy the remainder of
the loan.

Citing a Chateau Carrollton manager, Times-Georgian says that the
reorganization required under Chapter 11 bankruptcy will come
predominantly in the form of refinancing, though she would not
specify what kind of refinancing would be done.  The manager said
that Chateau Carrollton had originally hoped to work with Wachovia
Bank to avoid Chapter 11 filings, the report states.

The Court will hold a hearing on September 23, Times-Georgian
relates.

Atlanta, Georgia-based Chateau Carrollton Associates, Ltd., dba
LeChateau Apartments, filed for Chapter 11 bankruptcy protection
on July 14, 2009 (Bankr. N.D. Ga. Case No. 09-78260).  Frank B.
Wilensky, Esq., at Macey, Wilensky, Kessler & Hennings, LLC,
assists the Company in its restructuring efforts.  The Company
listed $1,000,001 to $10,000,000 in assets and $1,000,001 to
$10,000,000 in debts when it filed for bankruptcy.


CHRYSLER LLC: 2nd Cir. Nixes Theories Threatening Bankruptcy Sales
------------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the U.S. Court of
Appeals for the Second Circuit in Manhattan wrote an opinion
earlier this month in connection with the sale of assets of
Chrsyler LLC.  The decision nixed several arguments that could
have halted the practice also made by General Motors Corp. of
selling a business before confirmation of a Chapter 11 plan.

After Judge Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York approved the Chrysler sale on May
31, the Second Circuit in New York heard the appeal on June 5 and
affirmed at the end of oral argument.  The appeals court judges at
the time said they would issue an opinion later.  The ruling filed
Aug. 5 outlines the reasons why the appeals court upheld the sale
of Chrysler to a new company owned by Italy's Fiat S.p.A. and the
U.S. Government.

Mr. Rochelle relates the most threatening aspect of the appeal
revolved around an argument by asbestos and personal injury
claimants that the business could not be sold free of their
claims.  The objectors pointed to a provision in bankruptcy law
giving the right to sell assets free of "interests" while being
silent on whether the sale could be free of "claims."

The Second Circuit, Mr. Rochelle notes, said it didn't place "such
weight on the absence of the word 'claims.'"  The appeals court
said it would allow sales free of "claims" to "harmonize" the law
with the current "expanded role" of sales in Chapter 11 cases.
The Circuit Court adhered to its 25-year old opinion in a case
named Lionel that spells out when bankruptcy assets may be
sold before confirming a Chapter 11 plan.  While noting that
sales have "become common practice," the court said the bankruptcy
judge properly applied the Lionel standards to the Chrysler sale.

The Appeals Court also ruled that the objecting creditors lacked
standing to contend that the Secretary of the Treasury exceeded
his authority by using funds from the Troubled Asset Relief
Program to finance the Chrysler transaction.

The appeals court case is Indiana State Pension Trust v. Chrysler
LLC (In re Chrysler LLC), 09-2311, U.S. Court of Appeals for the
Second Circuit (Manhattan).

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Aviation's Schedules of Assets and Liabilities
------------------------------------------------------------

A.     Real Property                                       None

B.     Personal Property
B.18   Other Liquidated Debts
       Interco Receivable Balance - Chrysler LLC     $3,000,000

      TOTAL SCHEDULED ASSETS                         $3,000,000
      =========================================================

C.   Property Claimed as Exempt                            None
D.   Secured Claim
     JP Morgan Chase Bank N.A.                   $9,027,384,739
     U.S. Department of Treasury                  4,285,371,805

E.   Unsecured Priority Claims                             None

F.   Unsecured Non-priority Claims
     Export Development Canada                      673,307,785

      TOTAL SCHEDULED LIABILITIES               $13,986,064,329
      =========================================================

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Aviation's Statement of Financial Affairs
-------------------------------------------------------
Ronald E. Kolka, chief executive officer of Old Carco LLC, says
that Debtor Chrysler Aviation Inc. did not earn income from its
business operations nor from sources other than the operation of
its business during the two years before the Petition Date.

The Debtor did not make any payments or transfers to creditors and
insiders nor gave gifts or donations to any organizations before
the Petition Date.

In addition, the Debtor was not party to any lawsuits and
administrative proceedings within one year immediately preceding
the Petition Date.

Within two years prior to its bankruptcy filing, these bookkeepers
and accountants kept or supervised the keeping of Chrysler
Aviation's books of account and records:

Personnel                         Dates Services Rendered
---------                         -----------------------
Ronald Kolka                      08/01/07 - Present
Chief Financial Officer

Ronald Kolka
VP Finance & Controller Chrysler  01/01/05 - 07/31/07

Kim Harris Jones                  08/01/07 - Present
Senior Vice-President
Corporate Controller & Auditor

Ron Elder
Director Corporate Accounting     08/01/08 - Present

Chris Tanana
Director Corporate Accounting     07/01/04 - 07/31/08

At the time of Chrysler Aviation's bankruptcy filing, its books of
accounts and records were at the custody of Messrs. Kolka and
Elder, and Ms. Jones.  KPMG LLP has audited those books of account
and records, and prepared the financial statement of the company
since 2001.

Chrysler LLC has 100% stock ownership of Chrysler Aviation.

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Indian Rep. Meets Obama Officials on Tax Liabilities
------------------------------------------------------------------
Indiana Rep. Dan Burton and three other top officials met with the
director of the Auto Industry's Recovery for Auto Communities and
Workers to discuss about Chrysler's tax liabilities, according to
an August 3 report by The Kokomo Perspective.

The Auto Industry's Recovery for Auto Communities and Workers is a
subsection of the Presidential Task Force on the Auto Industry,
which is headed by Ed Montgomery.

The meeting was arranged at the request of Reps. Burton and
Donnelly and Sens. Lugar and Evan Bayh to discuss about the
automaker's unpaid personal property taxes, which may result in an
estimated loss of $24 million in revenue for Howard County over
the next two years.  The unpaid taxes threaten the jobs of area
police officers, firefighters and school teachers, some of whom
had been laid off or had their hours cut already, Kokomo
Perspective reported.

"Whether it's old Chrysler or new Chrysler, they have an
obligation to the people of Howard County.  These people have been
supportive of Chrysler for so many years, and I think it's
unconscionable that police officers, firefighters, and teachers
are threatened with layoffs because Chrysler has not paid their
personal property taxes," Rep. Burton said in a statement that he
issued shortly after the meeting.

"Even so, I appreciate Dr. Montgomery accepting our meeting
request and sharing his thoughts on the situation.  Looking ahead,
we learned that, as far as the Auto Task Force is aware, Howard
County is the only place in America with this problem.  We were
also told that Howard County officials, along with Kokomo
officials, are scheduled to meet with representatives of Chrysler
in the near future," he said.

"It is my hope that, as those Chrysler representatives sit down at
the table with our local officials, they keep in the forefront of
their minds the unique and dire situation facing the people of
Howard County, as well as the generosity of taxpayers in this
country who paid for Chrysler to survive," Mr. Montgomery said.

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Old CarCo Dutch's Schedules of Assets & Debts
-----------------------------------------------------------

A.     Real Property                                       None

B.     Personal Property
B.14   Interests in partnerships
      CNI CV - 1% ownership                             Unknown

       TOTAL SCHEDULED ASSETS                                $0
       ========================================================

C.   Property Claimed as Exempt                             N/A

D.   Secured Claim
    The United States Dept. Of The Treasury      $4,285,371,805

E.   Unsecured Priority Claims                             None

F.   Unsecured Non-priority Claims
    Export Development Canada                       673,307,785

       TOTAL SCHEDULED LIABILITIES               $4,958,679,590
       ========================================================

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Old CarCo Dutch's Statement of Financial Affairs
--------------------------------------------------------------
Ronald E. Kolka, chief executive officer of Old Carco LLC, says
that Debtor Old Carco Dutch Investment LLC, formerly known as
Chrysler Dutch Investment LLC, did not earn income from its
business operations nor from sources other than the operation of
its business during the two years before the Petition Date.

The Debtor did not make any payments or transfers to creditors and
insiders nor gave gifts or donations to any organizations before
the Petition Date.

The Debtor was also not party to any lawsuits and administrative
proceedings within one year immediately preceding the Petition
Date.

Old Carco Dutch has been a member of a consolidated group for tax
purposes within six years immediately before the Petition Date:

Parent Corporation                   Taxpayer I.D. Number
--------------                       --------------------
Chrysler Holding LLC                      26-0260938

Chrysler Dutch Holding LLC, owns 100% of Old Carco Dutch
Investment LLC's common stock.

                        About Chrysler LLC

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

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

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

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


CIB MARINE: Amends Services Agreement with dbrok group
------------------------------------------------------
CIB Marine Bancshares, Inc., on August 12, 2009, entered into a
second amendment to the Services Agreement dated January 7, 2008,
with dbrok group, LLC.

The amendment eliminates work day limits and states that the
agreement is terminable upon written notice by either party.

CIB Marine Bancshares, Inc. (PINKSHEETS: CIBH) --
http://www.cibmarine.com/-- is a one-bank holding company with 17
banking offices in central Illinois, Wisconsin, Indiana, and
Arizona.

CIB Marine Bancshares is asking holders of its trust preferred
securities to give advance approval of a pre-packaged plan of
reorganization under Chapter 11 of the Bankruptcy Code that would
involve conversion of their debt securities to preferred stock.

Under the Plan of Reorganization, roughly $105.3 million of high-
interest cumulative indebtedness would be exchanged for 55,624
shares of Series A 7% fixed rate perpetual noncumulative preferred
stock with a stated value of $1,000 per share and 4,376 shares of
Series B 7% fixed rate convertible perpetual preferred stock with
a stated value of $1,000 per share.  Each share of CIB Marine's
Series B Preferred would be convertible into 4,000 shares of the
Company's common stock only upon the consummation of a merger
transaction involving the company.  The Company Preferred would
have no stated redemption date and holders could never force the
Company to redeem it.


CIB MARINE: Posts $10.3 Million Net Loss for June 30 Quarter
------------------------------------------------------------
CIB Marine Bancshares, Inc., posted net loss of $10,348,000 for
the three months ended June 30, 2009, from net loss of $14,034,000
for the same period a year ago.  For the six months ended June 30,
2009, the Company booked net loss of $16,136,000 from net loss of
$16,788,000 for the same period a year ago.

"While these are challenging times, management has proposed a plan
of reorganization that it believes will strengthen the holding
company.  We have asked the holders of the trust preferred
securities to approve a prepackaged plan of reorganization, and
while we will not know if the plan is approved until August 17,
2009, we remain convinced that this plan represents the best
opportunity to maximize value for the company's shareholders and
trust preferred security holders," said John P. Hickey, Jr.,
president and CEO. "Management at the holding company is working
hard to improve operating efficiencies, reduce expenses and
increase revenues."

As of June 30, 2009, the Company had $833,894,000 in total assets
and $833,769,000 in total liabilities, resulting in $125,000
stockholders' equity.  As of December 31, 2008, total assets of
the company were $906.4 million.

Company officials said this decline reflected lower loan balances
and planned reductions in the company's investment portfolio.  Net
interest margin in the second quarter of 2009 declined to 1.50%
compared to 2.10% in the second quarter of 2008 as a result of the
continuing impact of accrued interest expense related to the trust
preferred securities, increased levels of non-performing loans and
company efforts to strengthen its liquidity position.  While the
provision for loan loss in the second quarter of 2009 increased to
$6.2 million from $3.0 million in the first quarter of 2009, it
was, nonetheless, lower than the $8.5 million recorded in the
second quarter of 2008.  The Company's ratio of non-performing
assets to total assets at June 30, 2009 was 5.05%, compared to
2.77% at June 30, 2008.

Capital ratios at the company's subsidiary bank remained strong
and are above the guidelines established by regulators to qualify
as an adequately capitalized bank.  Mr. Hickey noted that
liquidity remains strong and customer deposits remain safe, secure
and insured.

"Management is working to better position the company to locate a
strategic partner on terms that would result in the greatest value
for both the holders of the trust preferred securities as well as
for the company's common shareholders.  In the meantime,
management is focused on ensuring the safety and soundness of the
bank by maintaining its capital ratios at their current strong
levels," Mr. Hickey added.

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?4249

A full-text copy of Mr. Hickey's letter to shareholders is
available at no charge at http://ResearchArchives.com/t/s?424a

CIB Marine Bancshares, Inc. (PINKSHEETS: CIBH) --
http://www.cibmarine.com/-- is a one-bank holding company with 17
banking offices in central Illinois, Wisconsin, Indiana, and
Arizona.

CIB Marine Bancshares is asking holders of its trust preferred
securities to give advance approval of a pre-packaged plan of
reorganization under Chapter 11 of the Bankruptcy Code that would
involve conversion of their debt securities to preferred stock.

Under the Plan of Reorganization, roughly $105.3 million of high-
interest cumulative indebtedness would be exchanged for 55,624
shares of Series A 7% fixed rate perpetual noncumulative preferred
stock with a stated value of $1,000 per share and 4,376 shares of
Series B 7% fixed rate convertible perpetual preferred stock with
a stated value of $1,000 per share.  Each share of CIB Marine's
Series B Preferred would be convertible into 4,000 shares of the
Company's common stock only upon the consummation of a merger
transaction involving the company.  The Company Preferred would
have no stated redemption date and holders could never force the
Company to redeem it.


CIB MARINE: Reorganization Plan Lacks TruPS Holders' Support
------------------------------------------------------------
CIB Marine Bancshares, Inc., has decided to extend the time
allowed for voting on its proposed reorganization plan after
learning it had not yet received sufficient votes from its trust
preferred security holders to approve the plan.

CIB Marine Bancshares is the holding company for CIBM Bank that
operates as Central Illinois Bank in mid-state Illinois and as
Marine Bank in the Milwaukee area, Indianapolis and Scottsdale.
The bank and its branches are not affected by the extension or the
holding company's reorganization effort.

John Hickey, Jr., Chairman and CEO of the holding company, said
that it has opted to extend the voting period to September 9,
2009, so that holders of the trust preferred securities can give
further consideration to the proposed reorganization.

"We will use this additional time to talk with the holders of
these trust preferred securities and share with them our reasons
for believing that this is the best solution for all those
involved," Mr. Hickey said.

"The bank is in a strong position, and these holding company
efforts are separate and have no impact on the operations of the
bank," Hickey added, noting that the bank is regulated separately
from the holding company by both federal and state regulators and
that its accounts are insured by the FDIC.

"Our bank has the capital and resources to maintain a safe and
secure position and remains committed to meeting the ongoing needs
of our valued customers," Mr. Hickey said.

As reported by the Troubled Company Reporter on July 17, 2009, CIB
Marine Bancshares asked holders of its trust preferred securities
to give advance approval of a pre-packaged plan of reorganization
under Chapter 11 of the Bankruptcy Code that would involve
conversion of their debt securities to preferred stock.

In a solicitation sent to the holders of the trust preferred
securities, the holding company said approval of the
reorganization, similar to the recent approach used by Chrysler
and General Motors, will allow the holding company to emerge as a
stronger and better business.

Under the Plan of Reorganization, roughly $105.3 million of high-
interest cumulative indebtedness would be exchanged for 55,624
shares of Series A 7% fixed rate perpetual noncumulative preferred
stock with a stated value of $1,000 per share and 4,376 shares of
Series B 7% fixed rate convertible perpetual preferred stock with
a stated value of $1,000 per share.  Each share of CIB Marine's
Series B Preferred would be convertible into 4,000 shares of the
Company's common stock only upon the consummation of a merger
transaction involving the company.  The Company Preferred would
have no stated redemption date and holders could never force the
Company to redeem it.

Further, because dividends would be noncumulative, the Company
would only be required to pay such dividends as it chooses to
declare from time to time, in its own discretion, subject to
regulatory approval.  The effects of the Plan of Reorganization,
if it is approved by TruPS holders and confirmed by the Bankruptcy
Court, would be to improve the Company's earnings by eliminating
the interest burden on it associated with the TruPS-related
indebtedness, and to significantly improve its capital position.

"Under the Plan of Reorganization, your interests as common
shareholders would not be impaired and, in fact, you would receive
the benefit of our enhanced capital position resulting from the
conversion of our outstanding TruPS indebtedness into preferred
equity upon the restructuring.  If all Series B Preferred
shareholders were to convert their shares in connection with a
merger, they would own slightly less than 50% of our outstanding
common stock and have a right to participate at that level in any
merger consideration paid to acquire our company," Mr. Hickey,
said in the letter.

Holders of the debt securities had until August 17, 2009, to vote
on the proposal.

"If we are successful in completing the reorganization outlined
above, we will immediately recommence our efforts to find a
business combination partner with the assistance of our investment
banker," Mr. Hickey said.

Holding company officials stressed that the bank owned by CIB
Marine Bancshares, Inc. -- operating as Marine Bank in the metro
Milwaukee area, Indianapolis and Scottsdale, and as Central
Illinois Bank in mid-state Illinois -- will not be affected by the
plan of reorganization.

"The bank is in a strong position with capital levels that are
above the national average and higher than most of our local
competitors," said Mr. Hickey said in a news statement.  "Any
restructuring of the holding company would have no impact on the
operations of the bank and deposits, and the bank would continue
to be safe and sound."

Mr. Hickey pointed out that the bank is regulated separately from
the holding company by both federal and state regulators and its
accounts are insured by the FDIC.

"Our bank remains committed to meeting the needs of our valued
customers and has the resources to maintain a safe and secure
position. The bank is conducting regular banking business, making
loans and meeting our customers' banking needs."

Mr. Hickey said that if the plan is approved by the holders of the
trust preferred securities, the reorganization could be completed
within about 60 days, pending confirmation by the court.  He said
this would make the holding company "stronger and better" and make
it more attractive to a prospective partner.

Upon approval of the plan by the trust preferred security holders,
the holding company will present it to the court for approval.
Chrysler and General Motors both took a similar approach and
recently emerged from bankruptcy after completing a pre-packaged
restructuring and reorganization under the court's supervision.

Mr. Hickey said the holding company restructuring is necessary
because of a previous expansion effort that did not meet its
business goals and objectives.  He noted that while a previous
proposal to the trust preferred holders was not approved, he was
"cautiously optimistic" that the revised solicitation would gain
the necessary support to allow the reorganization to move forward.

"It is critical and essential that people understand and make
clear the difference between the holding company and the bank. The
bank is strong, sound and conducting business as usual. On the
other hand, the holding company has to resolve the challenges
brought on by the previous expansion effort. In simple language,
the bank is fine, but the holding company needs to be financially
restructured."

On July 2, CIB Marine said it eliminated the position of Chief
Operations Officer.  The elimination corresponds with the
resignation of Michael L. Rechkemmer from the position of Chief
Operations Officer of CIB Marine, as well as all other director or
officer positions he holds with CIB Marine's subsidiaries or
affiliates, effective June 30.

CIB Marine Bancshares, Inc. (PINKSHEETS: CIBH) --
http://www.cibmarine.com/-- is a one-bank holding company with 17
banking offices in central Illinois, Wisconsin, Indiana, and
Arizona.


CIB MARINE: Extends Time for Voting on Reorganization Plan
----------------------------------------------------------
CIB Marine Bancshares, Inc., has decided to extend the time
allowed for voting on its proposed reorganization plan after
learning it had not yet received sufficient votes from its trust
preferred security holders to approve the plan.

CIB Marine is the holding company for CIBM Bank that operates as
Central Illinois Bank in mid-state Illinois and as Marine Bank in
the Milwaukee area, Indianapolis and Scottsdale.  Rich Kirchen at
The Business Journal of Milwaukee relates that CIB Marine said in
July 2009 that it was planning a prepackaged Chapter 11
reorganization, wherein the holding company would convert the
securities to preferred stock.  The bank and its branches aren't
affected by the extension or the holding company's reorganization
effort.

John Hickey, Jr., chairman and CEO of the holding company, said
that it has opted to extend the voting period to September 9, 2009
so that holders of the trust preferred securities can give further
consideration to the proposed reorganization.

"We will use this additional time to talk with the holders of
these trust preferred securities and share with them our reasons
for believing that this is the best solution for all those
involved," Mr. Hickey said.

"The bank is in a strong position, and these holding company
efforts are separate and have no impact on the operations of the
bank," Mr. Hickey stated, noting that the bank is regulated
separately from the holding company by both federal and state
regulators and that its accounts are insured by the FDIC.

Mr. Hickey said, "Our bank has the capital and resources to
maintain a safe and secure position and remains committed to
meeting the ongoing needs of our valued customers."

In July 2009, the holding company proposed to exchange its trust
preferred securities for non-cumulative perpetual preferred stock.
Holders of the debt securities had until August 17, 2009, to vote
on the proposal.

CIB Marine Bancshares, Inc. (PINKSHEETS: CIBH) --
http://www.cibmarine.com/-- is a one-bank holding company with 17
banking offices in central Illinois, Wisconsin, Indiana, and
Arizona.

At March 31, 2009, the Company had $858,937,000 in total assets
and $849,771,000 in total liabilities.


COBALIS CORP: Has Filed Ch. 11 Plan; Hearing on Oct. 14
-------------------------------------------------------
Cobalis Corporation filed on August 3 a proposed "five year"
reorganization plan as required.

Cobalis said both the secured creditor YA Global Inc. and the U.S.
Trustee did not oppose the Cobalis plan by re-filing for Chapter 7
conversion.  No motions to convert Cobalis Corp. to Chapter 7 are
now pending.  The Bankruptcy Court also denied the YA Global
motion to appoint an examiner in the case.

During the August 12 hearing, the Federal Court scheduled the next
hearing for October 14, 2009 to review the Reorganization Plan and
the explanatory disclosure statement.  Once the Plan is court
approved for submission to creditors, both secured and unsecured
creditors of Cobalis will vote for plan acceptance, or for any
competing plans that may be proposed.

The positive rulings on August 12, 2009, and the funding
previously raised, allow Cobalis to continue implementation of the
Internet and Direct TV advertising campaign for their flagship
anti-allergy product, PreHistin(R).  Cobalis remains on track to
increase Internet traffic sales in August 2009 by the initiation
of their advertising campaign specifically targeting dominant
allergy sites and allergy sufferers on the Internet.

Chas Radovich of Cobalis stated, "This ruling is a clear
indication that the court recognizes Cobalis' efforts to turn this
company around.  We are committed to successfully execute our 5
year business plan for PreHistin(R) revenue and operating profit
growth, while meeting our near term legal obligations to be
discharged from Chapter 11."

Mr. Radovich further stated, "Our corporate goals remain the same:
to bring PreHistin(R) to allergy sufferers world-wide; to retain
Cobalis shareholder equity value for our loyal investor base, and
to pay back our creditors from funding and operating profits.
Now, more than ever, we are confident in our ability to meet these
objectives."

Cobalis continues to generate sales revenue at their Web site
http://www.PreHistin.com/,and through their toll free number 1-
877-4POLLEN.

                        About Cobalis Corp

Cobalis Corp. (OTC:CLSC) is an over the counter pharmaceutical and
nutraceutical company.  Its flagship product, PreHistin(R) is
designed to prevent the primary causes of airborne allergies.
PreHistin(R), "The World's FIRST Pre-Histamine"(R) is the only
Phase III clinically tested sublingual product fully patented for
long term and daily use without a prescription to help relieve
allergy sufferers from both indoor and outdoor allergens.

PreHistin(R) has shown in previous clinical studies to modulate
the body's level of immunoglobulin E (IgE), thus reducing the
overproduction of histamines, the primary cause of airborne
allergy symptoms.  Studies have shown that the active ingredient
in PreHistin(R), an FDA safety approved 3.3 mg Cyanocobalamin
(Vitamin B12) mega-dose sub-lingual lozenge has essentially no
risks or adverse side effects to the general population including
sedation and drowsiness found in many allergy medications
currently available.

For PreHistin(R) product information and ordering please visit at
http://www.PreHistin.com/or call toll free 1-877-4POLLEN. For
additional company information please visit their Web site at
http://www.Cobalis.com/


COEXISTENCE CREATIVE: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Coexistence Creative Organization, Inc.
            dba La Hacienda Country Club
        PMB 442
        HC 01 Box 29030
        Caguas, PR 00725-8900

Bankruptcy Case No.: 09-06733

Chapter 11 Petition Date: August 17, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Bankruptcy Judge Brian K. Tester

Debtor's Counsel: Antonio I Hernandez Santiago, Esq.
                  Hernandez Law Offices
                  PO Box 8509
                  San Juan, PR 00910-0509
                  Tel: (787) 250-0575
                  Email: ahernandezlaw@yahoo.com

Total Assets: $4,102,545

Total Debts: $4,507,272

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

             http://bankrupt.com/misc/prb09-06733.pdf

The petition was signed Carlos Ivan Toro, president of the
Company.


COLONIAL BANCGROUP: Moody's Withdraws All Ratings
-------------------------------------------------
Moody's Investors Service withdrew all ratings of Colonial
BancGroup, and its subsidiaries, including its lead bank, Colonial
Bank.  The withdrawal follows the closing of Colonial Bank by the
Alabama State Banking Department on August 14, 2009, and the
appointment of the FDIC as receiver.

On August 14, the FDIC facilitated a transaction where BB&T
(senior at A1) purchased substantially all of the assets and
assumed all of the deposits of Colonial Bank.  BB&T did not assume
any of the holding company obligations or subordinate bank notes
of Colonial Bank.

Moody's believes that bank-level assets available to satisfy bank-
level obligations not assumed by BB&T are limited, and the rating
agency also expects little if any recoveries for rated securities
at Colonial BancGroup or any of its rated subsidiaries.  The C
ratings (prior to their withdrawal) on all classes of debt other
than deposits reflected Moody's expectation of a severity of loss
of 50% or greater for these creditors.

The last rating actions on Colonial were taken on August 4, 2009,
when Moody's downgraded Colonial's subordinate debt to C from Caa3
and Colonial Bank's bank financial strength rating to E from E+
and long-term bank deposits to Caa3 from B1.

Outlook Actions:

Issuer: CBG Florida REIT Corp.

  -- Outlook, Changed To Rating Withdrawn From Stable

Issuer: Colonial BancGroup, Inc.  (The)

  -- Outlook, Changed To Rating Withdrawn From Stable

Issuer: Colonial Bank

  -- Outlook, Changed To Rating Withdrawn From Stable

Issuer: Colonial Capital Trust IV

  -- Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

Issuer: CBG Florida REIT Corp.

  -- Preferred Stock Preferred Stock, Withdrawn, previously rated
     C

Issuer: Colonial BancGroup, Inc.  (The)

  -- Issuer Rating, Withdrawn, previously rated C

  -- Multiple Seniority Shelf, Withdrawn, previously rated (P)C,
      (P)C

  -- Subordinate Regular Bond/Debenture, Withdrawn, previously
     rated C

Issuer: Colonial Bank

  -- Bank Financial Strength Rating, Withdrawn, previously rated E

  -- Issuer Rating, Withdrawn, previously rated C

  -- OSO Rating, Withdrawn, previously rated NP

  -- Deposit Rating, Withdrawn, previously rated NP

  -- OSO Senior Unsecured OSO Rating, Withdrawn, previously rated
     C

  -- Subordinate Regular Bond/Debenture, Withdrawn, previously
     rated C

  -- Senior Unsecured Deposit Rating, Withdrawn, previously rated
     Caa3

Issuer: Colonial Capital Trust IV

  -- Preferred Stock Preferred Stock, Withdrawn, previously rated
     C


COLONIAL PROPERTIES: Increases Size of Tender Offer to $133.5MM
---------------------------------------------------------------
Colonial Properties Trust and its operating partnership, Colonial
Realty Limited Partnership on Monday announced the results to date
of an ongoing cash tender offer of certain series of Colonial
Realty's outstanding notes and an increase in the size of the
Offer.  The Offer is being made pursuant to an Offer to Purchase
and the related Letter of Transmittal, each dated August 4, 2009,
as amended.

Colonial Realty has amended the Offer to increase the amount of
Notes that it is offering to purchase, such that the amount the
company would be required to pay for the purchase of the Notes,
excluding accrued and unpaid interest, would not exceed
$133.5 million, from the previous Maximum Tender Amount of
$125.0 million, subject to the acceptance priority levels as
outlined in the original Offer.  All other terms and conditions of
the Offer remain unchanged.  Colonial Realty did not extend the
Early Tender Date or any other dates set forth in the Offer.
Holders who tendered and did not withdraw their Notes will receive
the "Tender Offer Consideration" which is equal to the Total
Consideration minus the Early Tender Payment.  The deadline for
withdrawing any Tendered Notes was 5:00 p.m., New York City time,
on Monday, August 17, 2009.  The Offer will expire at 12:00
midnight, New York City time, on Monday, August 31, 2009, unless
extended by Colonial Realty.

The amount of each series of Notes tendered in the Offer as of
5:00 p.m., New York City time, on Monday, August 17, 2009, as well
as the applicable Total Consideration and Early Tender Payment per
$1,000 of each series of Notes:

                Amount
                Tendered                 Tender
                as of the    Acceptance  Offer       Early    Total
     Title of   Early        Priority    Consider-   Tender   Consider-
     Security   Tender Date  Level       ation       Payment  ation
     --------   -----------  ----------  ---------   -------  ---------
6.050% Senior   $83,420,000       1        $870.00    $30.00    $900.00
Notes due 2016
(CUSIP -
195889AA8)

5.500% Senior   $64,665,000       2        $872.50    $30.00    $902.50
Notes due 2015
(CUSIP -
195891AJ5)

6.250% Senior   $95,853,000       3        $926.25    $30.00    $956.25
Notes due 2014
(CUSIP -
195891AG1)

6.875% Senior   $26,050,000       4        $960.00    $30.00    $990.00
Notes due 2012
(CUSIP -
195891AD8)

   (1) Per $1,000 principal amount of Notes accepted for purchase.

The Offer is not conditioned on any minimum amount of Notes being
tendered.

Accrued and unpaid interest from the last interest date payable up
to, but not including, the settlement date will be paid in cash on
all validly tendered and accepted Notes.  The settlement date will
be promptly after the Expiration Date and is expected to be on or
about Tuesday, September 1, 2009.

In the event that the Offer is oversubscribed, tenders of Notes
will be subject to proration.  Colonial Realty will accept
tendered Notes of each series according to the Maximum Tender
Amount and the "Acceptance Priority Level" for that series.  All
Notes having a higher Acceptance Priority Level will be accepted
for purchase before any tendered Notes having a lower Acceptance
Priority Level are accepted.  For example, all tendered Notes
having Acceptance Priority Level "1" will be accepted before any
tendered Notes having Acceptance Priority Level "2" will be
accepted.  Where some, but not all, of the Notes tendered for a
particular series are purchased, the amount of Notes accepted from
each Noteholder tendering that series of Notes will be prorated
based on the aggregate principal amount tendered with respect to
that series and the remaining amount available for proration under
the Maximum Tender Amount.

The Offer is subject to the satisfaction or waiver of certain
conditions which are set forth in the Offer to Purchase.

Colonial Realty has engaged BofA Merrill Lynch as the Dealer
Manager for the Offer.  Questions regarding the Offer may be
directed to BofA Merrill Lynch at 888-292-0070 (U.S. toll-free)
and 980-388-4603 (collect).  Copies of the Offer to Purchase and
Letter of Transmittal may be obtained from the Information Agent
for the Offer, Global Bondholder Services Corporation, at 866-470-
4200 (U.S. toll-free) and 212-430-3774 (collect).


COMMERCECONNECT MEDIA: Bankruptcy Doesn't Affect Dakotafest
-----------------------------------------------------------
Cygnus Business Media's bankruptcy won't have any effect on
Dakotafest, Austin Kaus at The Daily Republic reports, citing the
event's manager, Todd Benz.

The Daily Republic quoted Mr. Benz as saying, "It has absolutely
no effect on vendor payments (and) no punitive effects on anybody.
It's nothing but on the plus side."

According to The Daily Republic, Dakotafest started its three-day
run on August 15 on the southern edge of Mitchell.

Mr. Benz said that 24 firms had invested in Cygnus Business
through a private equity firm, The Daily Republic relates.  The
report states that as economic conditions tightened, Cygnus
Business' debt increased to $180 million, causing the companies to
exercise their right to exchange debt for stock equity.

As reported by the Troubled Company Reporter on August 5, 2009,
Cygnus Business Media had reached an agreement with 23 of its 24
lenders on a pre-packaged restructuring, and due to an out-of-
court settlement required a unanimous decision, the Company had to
file for bankruptcy.  GE Commercial would own the majority of
Cygnus Business.

Cygnus' secured debt was reduced from $180 million to $60 million,
The Daily Republic states, citing Mr. Benz.  According to the
report, a new board of directors has been appointed and a CEO will
be officially announced in the coming weeks.

CommerceConnect Media, doing business as Cygnus, is a business-to-
business publisher and communications company.  CommerceConnect's
brands include Qualified Remodeler, Firehouse, Equipment Today,
Kitchen and Bath Design News, and the CPA Technology Advisor.  In
total, CommerceConnect publishes 42 trade publications in 13
markets, with total circulation of more than 3 million.
CommerceConnect also operates 38 Web sites which generated more
than 180 million page views in 2008.  CommerceConnect also
produces more than 30 trade shows and events each year.

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


COMMERCECONNECT MEDIA: Gets Initial OK to Use GE Capital's Cash
---------------------------------------------------------------
Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized, on an interim basis, Commerceconnect Media
Holdings Inc. and its debtor-affiliates to:

   -- use cash collateral in which General Electric Capital
      Corporation asserts first priority perfected security
      interests and liens; and

   -- grant adequate protection to the first lien lenders and
      second lien lenders.

A final hearing on the Debtors' continued use of cash collateral
is set for Sept. 8, 2009, at 1:00 p.m. (Eastern Daylight Time.)
Objections, if any, are due on Sept. 1, 2009, at 4:00 p.m.
(Eastern Daylight Time)

As of the petition date, the Debtors owed the first lien lenders
$158.8 million with respect to loans.  The Debtors also owed
$30 million to the second lien lenders.

The Debtors required immediate use of cash collateral to have
sufficient liquidity to continue operations during the Chapter 11
cases and to effectuate the Debtors' prepackaged joint plan of
reorganization.

The collateral agent, the first lien agent and the first lien
lenders consented to the Debtors' use of cash collateral.

The Debtors use of cash collateral will terminate on (i) Sept. 11,
2009, at 6:00 p.m. (prevailing Eastern Time), if a final order
confirming the Debtors' plan was not entered; or (ii) at 6:00 p.m.
on Sept. 21, 2009, and the effective date of the confirmed plan.

The Debtors will grant the first lien lenders (a) replacement fist
priority security interest in and liens and mortgages upon all of
the Debtors' assets; and (b) a superpriority administrative
expense claim.

The Debtors will grant the second lien lenders (a) a replacement
junior priority security interest in and liens and mortgages upon
all of the postpetition collateral; and (b) a junior superpriority
administrative expense claim.

                       About CommerceConnect

CommerceConnect Media, doing business as Cygnus, is a business-to-
business publisher and communications company.  CommerceConnect's
brands include Qualified Remodeler, Firehouse, Equipment Today,
Kitchen and Bath Design News, and the CPA Technology Advisor.  In
total, CommerceConnect publishes 42 trade publications in 13
markets, with total circulation of more than 3 million.
CommerceConnect also operates 38 Web sites which generated more
than 180 million page views in 2008.  CommerceConnect also
produces more than 30 trade shows and events each year.

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


COMSTOCK HOMEBUILDING: Has $27MM Q2 Net Loss, Warns of Bankruptcy
-----------------------------------------------------------------
Comstock Homebuilding Companies, Inc., reported wider net loss of
$27,743,000 for the three months ended June 30, 2009, from net
loss of $16,619,000 for the same period a year ago.  For the six
months ended June 30, 2009, the Company posted a $30,388,000 net
loss from $10,078,000 net loss for the same period a year ago.

As of June 30, 2009, the Company had $105,329,000 in total assets
and $104,904,000 in total liabilities.  The Company had
accumulated deficit of $154,663,000 as of June 30, 2009.

In response to changing conditions in the banking industry the
Company retained external consultants in the second quarter of
2008 to act as a financial advisor to the Company in exploring
debt restructuring and alternatives for raising additional capital
for the Company.  In connection with the exploration of available
debt restructuring alternatives, the Company then elected to cease
making certain scheduled interest or principal curtailment
payments while it attempted to negotiate modifications or other
satisfactory resolutions from its lenders.

During 2008, the Company reported several loan covenant violations
and notices of default from several of its lenders.  The
violations and notices led to foreclosures of certain assets and
have resulted in certain guarantee enforcement actions being
initiated against the Company where no foreclosures have taken
place.  Many of the Company's loan facilities contain Material
Adverse Effect clauses which, if invoked, could create an event of
default under those loans.  In the event certain of the Company's
loans were deemed to be in default as a result of a Material
Adverse Effect, the Company's ability to meet its cash flow and
debt obligations would be compromised.

During the fourth quarter of 2008 the Company discontinued its
relationship with its external advisory consultants.  The Company
has continued to negotiate with its lenders into 2009 and has
continued to report default notices and debt restructurings as
they occur.  The Company may experience additional foreclosure
actions in the future as a result of the continuing distress in
the real estate and credit markets.  The Company cannot at this
time provide any assurances that it will be successful in its
continuing efforts to work with its lenders on loan modifications.
This inability to renegotiate debt could result in the Company's
need to seek bankruptcy protections either for certain subsidiary
entities or for the Company as a whole.

At June 30, 2009, the Company's outstanding debt by lender was:

                                   Balance as of
     Bank                          06/30/09          Recourse
     ----                          -------------     --------
     KeyBank                         $27,218,000     Secured
     Wachovia                         18,220,000     Secured
     Guggenheim Capital Partners      14,457,000     Secured
     JP Morgan Ventures               12,743,000     Unsecured
     M&T Bank                          7,694,000     Secured
     Royal Bank of Canada              5,602,000     Secured
     Cornerstone (Haven Trust)         1,791,000     Secured
     Bank of America                   3,713,000     Unsecured
     Seller - Belmont Bay              1,796,000     Unsecured
     Fifth Third                       1,328,000     Secured
     Branch Banking & Trust              741,000     Secured
     Seller - Emerald Farm               100,000     Secured
                                     -----------
          Total                      $95,403,000

"We require capital to operate, to post deposits on new deals, to
purchase and develop land, to construct homes, to fund related
carrying costs and overhead and to fund various advertising and
marketing programs to generate sales.  These expenditures include
payroll, community engineering, entitlement, architecture,
advertising, utilities and interest as well as the construction
costs of our homes and related community amenities.  Our current
operations and inventory of home sites will require substantial
capital to develop and construct.  Our overall borrowing capacity
is constrained by various loan covenants.  There is no assurance
either that we will return to compliance in the future or that our
lenders will continue to refrain from exercising their rights
related to our covenant violations.  In the event our banks
discontinue funding, accelerate the maturities of their
facilities, refuse to waive future covenant defaults or refuse to
renew the facilities at maturity we could experience an
unrecoverable liquidity crisis in the future.  We can make no
assurances that cash advances available under our credit
facilities, refinancing of existing underleveraged projects or
access to public debt and equity markets will provide us with
sufficient capital to meet our existing and expected operating
capital needs in 2009.  If we fail to meet our cash flow
requirements we may be required to seek bankruptcy protection or
to liquidate," the Company said.

At June 30, 2009, the Company had $1.0 million in unrestricted
cash and $3.9 million in restricted cash.  Included in its
restricted cash balance, to which the Company has no access, is a
$3.0 million deposit with an insurance provider as security for
future claims.  The Company's access to working capital is very
limited and its debt service obligations and operating costs for
2009 exceed its current cash reserves.

On July 8, 2009, the Company executed a settlement agreement with
an unsecured lender to resolve all outstanding issues and to
compromise and settle all outstanding claims against one another,
including its $1,664,000 unsecured purchase money note plus
interest due.  In connection therewith, the Company agreed to
forfeit their $200,000 land option deposit and the unsecured
lender agreed to release the Company's from liability under the
$1,664,000 deferred purchase money note and interest accrued.

On July 30, 2009, the Company conveyed thirty-three single family
lots at its Providence community for approximately $715,000.  Had
it not been able to execute this sale, it is likely that the
Company would not have been able to meet its cashflow obligations
and would have been forced to seek bankruptcy protection.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?423b

                     About Comstock Homebuilding

Based in Reston, Virginia, Comstock Homebuilding Companies, Inc.
(NasdaqGM: CHCI) -- http://www.comstockhomebuilding.com--
develops, builds and markets single-family homes, townhouses and
condominiums in the Washington D.C., Raleigh, North Carolina and
Atlanta, Georgia metropolitan markets.  The Company also provides
certain management and administrative support services to certain
related parties.


CONGOLEUM CORP: District Court Reinstates Chapter 11 Case, Plan
---------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Congoleum Corp. and
some of its asbestos claimants won reinstatement of the Chapter 11
case that Bankruptcy Judge Kathryn C. Ferguson dismissed in
February when she concluded for a third time that a reorganization
plan couldn't be confirmed.

U.S. District Judge Joel A. Pisano, Mr. Rochelle relates, wrote a
28-page opinion on Aug. 17 ruling that the plan didn't improperly
show favoritism toward three now-deceased asbestos claimants who
settled before the Chapter 11 filing in December 2003.  Judge
Ferguson had pointed out that while asbestos claimants were in the
same class, not all the creditors in Class 7 can avail themselves
of the option available to asbestos claimants Kenneth Cook,
Richard Arsenault and Edward Comstock.  Judge Ferguson had ruled
repeatedly that the plan was defective because it allowed the
three claimants to retain insurance settlement proceeds that could
give them a proportionally larger recovery than victims who hadn't
settled before bankruptcy.

The District Court, according to Mr. Rochelle, agreed with Judge
Ferguson when he ruled that the court was entitled to decide
whether claimants' lawyers, who received $2 million for their
services, should be allowed to retain the payments.  Judge Pisano,
however, concluded that Judge Ferguson abused her discretion in
dismissing the Chapter 11 case because she "presumed" the company
couldn't craft a confirmable plan.

Judge Pisano told the parties to file a revised plan and said he
would conduct another confirmation hearing.  He also directed the
parties to produce evidence showing that the plan didn't
improperly benefit the so-called favored claimants who settled
before bankruptcy.

On February 26, 2009, the Bankruptcy Court ruled that certain
issues in its most recently proposed reorganization plan did not
comply with the Bankruptcy Code.  The Bankruptcy Court also issued
an order dismissing the case, stating that "the real benefit to
the bankruptcy estate of dismissal of this case is that it will
force the parties to follow through on an appeal that will resolve
these issues once and for all."

Congoleum and the other proponents of the plan immediately took an
appeal from the decision, and on March 3, 2009, the Bankruptcy
Court stayed the dismissal order to permit the parties to complete
the appellate process, noting that "The Court's intention is not
and has never been to force Congoleum to cease operations."

The district court opinion is In re Congoleum Corp., 09-
1337, U.S. District Court, District of New Jersey (Newark).

                         About Congoleum

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No. 03-
51524) as a means to resolve claims asserted against it related to
the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.


CONTINENTALAFA: Ballots on Committee Plan Due September 8
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
approved on August 17, 2009, the first amended and modified
disclosure statement filed by the official committee of unsecured
creditors of ContinentalAFA Dispensing Company, et al., in support
of its proposed plan of liquidation for the Debtors.  The Court
set September 8, 2009 as the last day for the submission of
written ballots accepting or rejecting the plan.

A hearing on confirmation of the Plan is set for September 15,
2009, at 2:00 p.m.  Objections to the Plan must be filed no later
than September 8, 2009.

The Committee says it estimates that the Plan will provide a
distribution on general unsecured claims of at least 10%, although
the timing and amount of sale proceeds and recoveries on causes of
action cannot be predicted with certainty.  The Committee says in
a Chapter 7 liquidation scenario, general unsecured creditors
would probably receive nothing.

The Plan provides for the sale by a liquidating trustee of the
Debtors' remaining assets after the effective date of the Plan.
In addition, collateral encumbered by a lender's liens will be
liquidated and proceeds will be distributed in accordance with
prior settlements.

The Debtors have sold a substantial portion of their assets to
MeadWestvaco Calmar Inc. for $7.54 million.  Remaining assets
include (i) plants that housed former manufacturing facilities in
Missouri, North Carolina, Connecticut and Costa Rica, (ii) certain
specialized manufacturing equipment, (iii) spare parts, and (iv)
various claims and causes of action.  The Court has approved the
sale of the plant site in Missouri for $4.136 million and the
plant site in Bridgeport, Connecticut for $1 million, but these
sale transactions did not close.

The Plan will substantively consolidate the Debtors on the
effective date to avoid further confusion and inefficiency in
allowance of claims.  Chief financial officer Colleen J. Morgan
testified that all three of the Debtors did business under the
same name, were operated in common, and shared all manufacturing
facilities.

                       Treatment of Claims

Unsecured Creditors will be paid pro rata from remaining estate
funds after payment of secured claims, administrative claims and
priority tax claims.  Equity interests will be extinguished and
holders of these interests will receive no distribution.

Prepetition, Harbinger Capital Partners Master Fund I Ltd. and
Harbinger Special Situations Fund LP held roughly $20 million in
principal amount of secured debt.  Harbinger also owns 100% of the
equity interests in CAFA, which in turn, owns 100% of the equity
interests in the remaining Debtors.  Postpetition, the Debtors
obtained financing from Wachovia Capital Finance Corporation, as
agent for itself and certain other lenders.

The Bankruptcy Court has reaffirmed the senior secured liens of
Harbinger and Wachovia on substantially all of the Debtors'
assets, and granted the lenders senior and superpriority liens on
the collateral, in exchange for providing certain financial
accommodations to the Debtors.  Harbinger's liens were junior in
priority only to those of Wachovia.  Because Wachovia has now been
paid in full,  Harbinger holds senior, first priority liens on
substantially all of the Debtors' assets.

The Plan will release all claims and causes of action against
Harbinger in consideration for (1) transferring a portion of
Harbinger's collateral proceeds to the class of non-priority
unsecured creditors; (2) Harbinger's waiver of superpriority
claims and priority administrative claims, and (3) Harbinger's
waiver of its right to distributions on account of its $16 million
deficiency claim.

In addition, pursuant to the Plan, from the proceeds from the sale
of Harbinger's collateral, (i) the first $575,000 will be reserved
for administrative expenses, (ii) Harbinger will receive the next
$2.3 million, (iii) Harbinger will receive 60% of the next
$7.2 million, and 75% thereafter.  The unpaid portion of the
Harbinger's claims will be a Class 3 general unsecured claim.
Harbinger will waive distributions on its unsecured claims.

A copy of the Committee's disclosure statement explaining its
proposed plan of liquidation for the Debtors is available for free
at:

   http://bankrupt.com/misc/cafa.ds.committeeliquidatingplan.pdf

                 About ContinentalAFA Dispensing

Headquartered in St. Peters, Missouri, ContinentalAFA Dispensing
Company, fka Indesco International, Inc. --
http://www.continentalafa.com/-- designs, manufactures and
supplies high quality plastic trigger sprayers and other liquid
dispensing technologies and systems for major consumer product
companies and industrial markets.  The Debtors currently have no
business operations.

ContinentalAFA and its wholly owned subsidiaries, Continental
Sprayers International, Inc., and AFA Products, Inc., filed
separate voluntary Chapter 11 petitions in the Eastern District of
Missouri United States Bankruptcy Court on Aug. 7, 2008 (Case No.
08-45921).  Judge Kathy A. Surratt-States oversees the case.

John J. Hall, Esq., Lawrence E. Parres, Esq., and Robert Scott
Moore, Esq., at Lewis, Rice & Fingersh, L.C., represent the Debtor
as counsel.  Daniel D. Doyle, Esq., and David Michael Brown, Esq.,
at Spencer Fane Britt & Browne LLP, represent the official
unsecured creditors' committee.  When CAFA filed for bankruptcy,
it listed assets of $100,000,000 to $500,000,000, and debts of
$10,000,000 to $50,000,000.


COOPER-STANDARD: Wilmington Trust Says It Has No Credit Exposure
----------------------------------------------------------------
Wilmington Trust said August 19 that it has been appointed by the
United States Trustee to serve as a member of the unsecured
creditors' committee in the bankruptcy of Cooper-Standard Holdings
Inc., which filed for Chapter 11 protection on August 3, 2009 in
the United States Bankruptcy Court for the District of Delaware.

Previously Wilmington Trust was named as indenture trustee for
holders of approximately $200 million of Cooper-Standard debt.
The bankruptcy filing of Cooper-Standard, an automotive supplier,
poses no credit or investment risk to Wilmington Trust, nor does
it affect Wilmington Trust's balance sheet. Wilmington Trust is
paid a fee for the services it provides in this case.

Wilmington Trust's CCS business offers institutional trustee,
agency, asset management, retirement plan, and administrative
services for clients worldwide who use capital market financing
structures, as well as those who seek to establish or maintain
nexus, or legal residency, for special purpose entities. Because
Wilmington Trust does not underwrite securities offerings or
provide investment banking services, it is able to deliver
corporate trust services that are conflict-free.

                      About Wilmington Trust

Wilmington Trust Corporation (NYSE:WL) is a financial services
holding company that provides Regional Banking services throughout
the mid-Atlantic region, Wealth Advisory Services for high-net-
worth clients in 36 countries, and Corporate Client Services for
institutional clients in 88 countries. Its wholly owned bank
subsidiary, Wilmington Trust Company, which was founded in 1903,
is one of the largest personal trust providers in the United
States and the leading retail and commercial bank in Delaware.
Wilmington Trust Corporation and its affiliates have offices in
Arizona, California, Connecticut, Delaware, Florida, Georgia,
Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey,
New York, Pennsylvania, South Carolina, Vermont, the Cayman
Islands, the Channel Islands, London, Dublin, Frankfurt,
Luxembourg, and Amsterdam.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

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

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

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

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


COOPER STANDARD: Maintains Financing Agreement With AON
-------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors seek
approval of the U.S. Bankruptcy Court for the District of
Delaware to continue honoring their financing agreement with AON
Premium Financing LLC, and to enter into new insurance financing
agreements.

Under the financing agreement, AON acted on behalf of Cooper-
Standard Automotive Inc., one of the affiliated debtors, to
facilitate a finance option for the Debtors.  Cooper-Standard
Holdings is responsible for all brokerage fees and fronting fees
associated with the insurance financing as well as commissions
payable for arranging the financing and insurance policies.

The total premiums under the policies subject to the insurance
financing is $1,446,721 for 2009 to 2010.  Cooper-Standard
Holdings made an initial payment of $218,283 to AON, financed a
total of $1,228,437, and paid an additional $19,508 finance
charge.

The insurance financing requires 10 monthly payments of $124,794
to Premium Assignment Corp.  As of August 3, 2009, there are five
outstanding monthly installment payments with a total balance due
of $630,212.  In addition, the balance of the outstanding
commissions related to the insurance policies and the insurance
financing will be payable on September 1, 2009, in the sum of
$101,869.

The hearing to consider approval of the Debtors' request is
scheduled for September 1, 2009.  Creditors and other concerned
parties have until August 25, 2009, to file their objections.

                       About Cooper-Standard

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

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

                    http://www.cooperstandard.com/

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

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

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

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


COOPER-STANDARD: Second Quarter Results on Form 10-Q
----------------------------------------------------
A full-text copy of Cooper-Standard Holdings Inc.'s  2nd Quarter
Results on Form 10-Q may be accessed for free at:

http://www.sec.gov/Archives/edgar/data/1320461/000119312509175996/
d10q.htm

                COOPER-STANDARD HOLDINGS INC.
            Condensed Consolidated Balance Sheets
                          (Unaudited)
                     As of June 30, 2009

ASSETS
Current assets:
Cash and cash equivalents                     $86,759,000
Accounts receivable, net                      355,530,000
Inventories, net                              108,055,000
Prepaid expenses                               22,762,000
Other                                          14,691,000
                                           ---------------
Total current assets                          587,797,000

Property, plant, and equipment, net           591,093,000
Goodwill                                       87,728,000
Intangibles, net                               10,705,000
Other assets                                   98,491,000
                                           ---------------
                                            $1,375,814,000
                                           ===============

LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Notes payable                                  17,272,000
Debt in default                             1,120,427,000
Accounts payable                              215,079,000
Payroll liabilities                            71,708,000
Accrued liabilities                            39,280,000
                                           ---------------
Total current liabilities                   1,463,766,000

Long-term debt                                 12,809,000
Pension benefits                              159,706,000
Postretirement benefits other than pensions    78,360,000
Deferred tax liabilities                       12,807,000
Other long-term liabilities                    24,403,000

Stockholders' equity (deficit):

Common stock, $0.01 par value,
3,482,612 shares issued and
outstanding at June 30, 2009                       35,000

Additional paid-in capital                    355,522,000
Accumulated deficit                          (684,522,000)
Accumulated other comprehensive loss          (51,286,000)
                                           ---------------
Total Cooper-Standard Holdings Inc.
stockholders' equity (deficit)               (380,251,000)
Noncontrolling interests                        4,214,000
                                           ---------------
Total equity (deficit)                       (376,037,000)
                                           ---------------
Total liabilities and equity (deficit)     $1,375,814,000
                                           ===============

                COOPER-STANDARD HOLDINGS INC.
         Condensed Consolidated Statements of Operations
                          (Unaudited)
            For the Three Months Ended June 30, 2009

Sales                                         $448,046,000
Cost of products sold                          392,759,000
                                           ---------------
Gross profit                                    55,287,000

Selling, administration, &
engineering expenses                           48,411,000
Amortization of intangibles                      7,371,000
Impairment charges                             362,699,000
Restructuring                                    5,930,000
                                           ---------------
Operating profit (loss)                       (369,124,000)

Interest expense, net of interest income       (20,621,000)
Equity earnings                                    703,000
Other income (expense)                           8,411,000
                                           ---------------
Income (loss) before income taxes             (380,631,000)
Provision (benefit) for income tax expense     (31,287,000)
                                           ---------------
Consolidated net income (loss)                (349,344,000)

Add: Net loss attributable to
noncontrolling interests                            4,000
                                           ---------------
Net income (loss) attributable to
Cooper-Standard Holdings Inc.                $(349,340,000)
                                           ===============

                COOPER-STANDARD HOLDINGS INC.
         Condensed Consolidated Statements of Cash Flows
                          (Unaudited)
             For the Six Months Ended June 30, 2009

Operating Activities:
Consolidated net income (loss)               ($404,306,000)

Adjustments to reconcile consolidated
net income (loss) to net cash provided
by (used in) operating activities:
  Depreciation                                   47,568,000
  Amortization of intangibles                    14,589,000
  Impairment charges                            362,699,000
  Non-cash restructuring charges                     96,000
  Gain on bond repurchase                        (9,096,000)
  Amortization of debt issuance cost              2,334,000
  Changes in operating assets & liabilities     (47,349,000)
                                            ---------------
Net cash provided by (used in)
operating activities                           (33,465,000)

Investing activities:
Property, plant, and equipment                 (14,332,000)
Other                                               (6,000)
                                            ---------------
Net cash used in investing activities          (14,338,000)

Financing activities:
Increase in short term debt                     23,996,000
Principal payments on long-term debt           (10,379,000)
Repurchase of bonds                               (737,000)
Other                                              (52,000)
                                            ---------------
Net cash (used in) provided by
financing activities                            12,828,000

Effects of exchange rate changes on cash        10,213,000
                                            ---------------
Changes in cash & cash equivalents             (24,762,000)

Cash & cash equivalents, beginning             111,521,000
                                            ---------------
Cash and cash equivalents, end                 $86,759,000
                                            ===============

                       About Cooper-Standard

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

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

                   http://www.cooperstandard.com/

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

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

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

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


CORNER HARDWARE: Case Summary & 23 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Corner Hardware & Paint CTR., Inc,
        2266 Nostrand Ave
        Brooklyn, NY 11210

Bankruptcy Case No.: 09-47089

Chapter 11 Petition Date: August 18, 2009

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

Judge: Elizabeth S. Stong

Debtor's Counsel: Leo Fox, Esq.
                  630 Third Avenue
                  New York, NY 10017
                  Tel: (212) 867-9595
                  Fax: (212) 949-1857
                  Email: leofox1947@aol.com

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

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

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

            http://bankrupt.com/misc/nyeb09-47089.pdf


DARBY GENERAL: Small Business Denied More Time to Confirm Plan
--------------------------------------------------------------
WestLaw reports that a small business debtor was not entitled to
an extension of time in which to obtain confirmation of a Chapter
11 plan.  The debtor had not acted with the diligence required in
a small business case, in repeatedly failing to meet or seeking
extensions of deadlines.  Moreover, it failed to demonstrate that
it had made any progress in negotiations with the Internal Revenue
Service or the holder of a state tax claim, and failed to submit
evidence from which the court could determine that confirmation of
a plan within a reasonable amount of time was likely.  In re Darby
General Contracting, Inc., --- B.R. ----, 2009 WL 2487364,
http://is.gd/2od2F(Bankr. E.D.N.Y. Aug. 14, 2009) (Trust, J.).

Reporting less than $1 million in assets, Darby General
Contracting, Inc., dba Darby Glass Co., filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 08-74755) on September 4, 2008.
A copy of the debtor's petition is available at
http://bankrupt.com/misc/nyeb08-74755.pdfat no charge.


DH ORCHARD: Taps Brown McCarroll as Counsel; U.S. Trustee Objects
-----------------------------------------------------------------
DH Orchard Limited asks the U.S. Bankruptcy Court for the Western
District of Texas for permission to employ Brown McCarroll LLP as
counsel.

Brown McCarrol will provide legal advise and will represent the
Debtor in the Chapter 11 case.

The Debtor related that Brown McCarroll will receive the $25,000
evergreen retainer in two payments, the $15,000 was received on
August 3, and $10,000 will be received on or before September 3.
The firm contemplated requesting the Court to grant the ability to
draw down on the retainer on a monthly basis.

The hourly rates of Brown McCarroll's personnel are:

     Lynn Hamilton Butler                $385
     Steve Lemmon                        $450
     Kell C. Mercer                      $360
     Afton Sands-Puryear                 $210
     Legal Assistants                    $150

To the best of the Debtor's knowledge, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Brown, McCarroll, LLP
     111 Congress Avenue, Suite 1400
     Austin, TX 78701
     Tel: (512) 472-5456
     Fax: (512) 479-1101

                        U.S. Trustee Objects

Charles F. McVay, U.S. Trustee for Region 7, objected to the
Debtor's application to employ Brown McCarroll as bankruptcy
counsel.  The U.S. Trustee said that no cause was shown why Brown
McCarroll needs an evergreen retainer.  The U.S. Trustee also
objects to monthly draw-downs on the retainer.

                     About DH Orchard Limited

Austin, Texas-based DH Orchard Limited filed for Chapter 11 on
August 3, 2009 (Bankr. W. D. Tex. Case No. 09-12154).  Lynn H.
Butler, Esq., at Brown, McCarroll, LLP, represents the Debtor in
its restructuring efforts.  In its petition, the Debtor listed
$50,000,001 to $100,000,000 in assets and $10,000,001 to
$50,000,000 in debts.


DH ORCHARD: U.S. Trustee Sets Sept. 1 Meeting of Creditors
----------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in DH Orchard Limited's Chapter 11 case on Sept. 1, 2009, at
1:00 p.m.  The meeting will be held at Austin Room 118, Homer
Thornberry Bldg., 903 San Jacinto, Austin, Texas.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Austin, Texas-based DH Orchard Limited filed for Chapter 11 on
August 3, 2009 (Bankr. W. D. Tex. Case No. 09-12154).  Lynn H.
Butler, Esq., at Brown, McCarroll, LLP, represents the Debtor in
its restructuring efforts.  In its petition, the Debtor listed
$50,000,001 to $100,000,000 in assets and $10,000,001 to
$50,000,000 in debts.


DIAL-A-MATTRESS: Closes Sale of Business to Sleepy's
----------------------------------------------------
Trenwith Securities, LLC, the affiliated investment bank of BDO,
reported August 19 the closing of the sale of essentially all the
operating assets of Dial-A-Mattress Operating Corp, et al., to
NewCo Holdings, LLC for $25.0 million -- a recovery for unsecured
creditors that is projected to be over 80%.  The Honorable Denis
E. Milton of the U.S. Bankruptcy Court in the Eastern District of
New York approved the sale on June 25, 2009.  The sale occurred
under Sections 363 and 365 of the U.S. Bankruptcy Code.

Facing acute liquidity issues from the general economic downturn,
after negotiating with several parties, on March 24, 2009 Dial-A-
Mattress executed a "stalking horse" agreement with NewCo
Holdings, LLC, a newly formed entity of Sleepy's Holdings, LLC, to
acquire the assets of Dial-A-Mattress Operating Corp., et al., for
$2.1 million under chapter 11 of the US Bankruptcy Code.  Trenwith
was retained on March 26, 2009 to act as the Debtors' investment
banker.  Trenwith distributed executive summaries to more than 200
strategic and financial parties.

Five Qualified Bidders participated in seven rounds of vigorous
bidding at the auction to come up with the impressive final sale
of $25 million.

"We had a lot of interest in Dial-A-Mattress. The 1-800-Mattress
mark is the gold standard in the retail bedding industry, and this
deal should be a terrific value-generator for Sleepy's. By adding
the integrated 1-800 and Internet brands to the network of over
700 stores built up over the past 50 years, Sleepy's has an
ability to provide outstanding customer service with a true
national brand. Using Trenwith's extensive network of contacts, we
were pleased to achieve a superior recovery for unsecured
creditors, which given the current marketplace for specialty
retail is especially noteworthy," said Jeffrey R. Manning,
Managing Director and head of the Special Situations Practice at
Trenwith Securities. "This bankruptcy case is a rare "win" these
days for the Dial-A-Mattress franchise, its creditors, and its
hard-working loyal employees, especially when so many retailers
face grim liquidation."

Sleepy's is one of the nation's leading bed retailers.

Moritt Hock Hamroff & Horowitz LLP of Garden City, NY acted as
Debtor's Counsel, and Westerman Ball Ederer Miller & Sharfstein,
LLP of Mineola, NY represented the official Committee of Unsecured
Creditors.

Sleepy's was represented by the New York City office of Duane
Morris LLP.

                      About Trentwith Group

Trenwith Group, LLC, is a privately held company formed for the
purpose of owning and operating a diversified group of financial
service businesses.  The Trenwith Group currently operates two
wholly-owned subsidiaries -- Trenwith Securities, LLC, a boutique
middle market investment banking firm, and Trenwith Valuation,
LLC, a leading provider of corporate valuation services.

Established in 1981, Trenwith is an independent subsidiary of BDO
Seidman, LLP and maintains a domestic presence in nine U.S.
offices, while providing clients access to the global marketplace
by leveraging a global network of more than 1,095 independent
member firm offices of BDO International.

                       About Dial-A-Mattress

Dial-A-Mattress, founded in 1976, has become one of the nation's
leading bedding "tele-retailers" selling all major brands of beds,
mattresses and bedding related products over the phone, on-line
and through leased bricks and mortar stores.

As reported by Troubled Company Reporter on March 23, 2009,
creditors filed a Chapter 7 petition for Dial-A-Mattress Operating
Corp. et al. (Bankr. E.D.N.Y. Case No. 09- 41966).  1-800-Mattress
Corp. and Dial-A-Mattress countered by filing voluntary Chapter 11
petitions.

Marc L. Hamroff, Esq., Leslie A. Berkoff, Esq., and Theresa A.
Driscoll, Esq., at Moritt Hock Hamroff & Horowitz LLP, serve as
the Debtors' counsel.


DISH DBS: Moody's Assigns 'Ba3' Rating on $1 Billion Bonds
----------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the new
$1 billion bond issuance of Dish DBS Corporation, a wholly owned
subsidiary of Dish Network Corporation (Ba3 Corporate Family
Rating).  The senior note offering ranks pari passu with existing
DDBS debt (all rated debt currently resides at DDBS).  Proceeds
are intended to be used for general corporate purposes.

Assigned:

Issuer: Dish DBS Corporation

* New senior unsecured notes -- Ba3 (LGD 4, 68%)

Dish currently maintains a significant degree of debt capacity
within its Ba3 rating and continues to benefit from its strong
liquidity profile with more than $1.2 billion of cash and
marketable securities (at June 30, 2009).  Additionally, Moody's
anticipates that the company will be able to adequately fund all
maturities over the intermediate-term with cash, marketable
securities and free cash flow.

Moody's believes that the proposed debt issuance will enhance the
company's liquidity, and effectively, help prefund future
maturities while taking advantage of the present attractive
interest rate environment.  Should Dish however begin to
aggressively incur debt and use proceeds for heavy share
repurchase activity, dividends or acquisitions that adversely
impact the company's credit metrics, downward pressure on the
ratings is possible.

The last rating action was on September 28, 2006, when Moody's
affirmed Dish's Ba3 CFR.

Dish's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Dish's core industry and
believes Dish's ratings are comparable to those of other issuers
with similar credit risk.

Dish Network Corporation is the third largest pay television
provider


DISH DBS: S&P Assigns 'BB-' Rating on $1 Billion Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level and '3' recovery ratings to DISH DBS Corp.'s
$1 billion of 7.875% senior unsecured notes due 2019.  The '3'
recovery rating indicates expectations for meaningful (50%-70%)
recovery in the event of a payment default.  DISH DBS Corp. is the
main subsidiary of Englewood, Colo.-based satellite TV provider
DISH Network Corp.  The proceeds are to be used for general
corporate purposes.

S&P also affirmed the 'BB-' corporate credit rating on DISH and
the 'BB-' issue-level and '3' recovery ratings on DISH DBS Corp.'s
unsecured senior notes.  The outlook on DISH is stable.

"The ratings on DISH reflect the intense competition from cable TV
system operators, direct-to-home (DTH) satellite rival The DIRECTV
Group Inc. (BBB-/Stable/--), and the local telephone companies,"
said Standard & Poor's credit analyst Naveen Sarma, "as well as
and operational challenges that the company has faced since late
2007."  This has been further intensified by the worsening
economy, which has led to elevated churn and a loss of subscribers
for four of the past five quarters.


DODGE CITY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Dodge City Prk LLC
        3908 Hidden Lake Ct
        Alvarado, TX 76009

Bankruptcy Case No.: 09-35417

Chapter 11 Petition Date: August 18, 2009

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

Debtor's Counsel: John J. Gitlin, Esq.
                  5323 Spring Valley Road, Suite 150
                  Dallas, TX 75254
                  Tel: (972) 385-8450
                  Fax: (972) 385-8460
                  Email: jgitlin@earthlink.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 Angela R. Black, member of the Company.


DOLE FOODS: S&P Changes Outlook to Developing; Keeps 'B-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Dole Foods Co. Inc. to developing from stable.  S&P
affirmed the existing ratings on the company, including the 'B-'
corporate credit rating.  As of June 20, 2009, Dole had about
$2 billion of debt outstanding.

"The outlook revision reflects S&P's concerns regarding the
company's and affiliate's near-term refinancing needs," said
Standard & Poor's credit analyst Alison Sullivan.  Dole plans to
repay its upcoming maturity of $383 million notes due June 15,
2010, with a new secured note offering in the third quarter of
2009, which S&P believes would alleviate some of S&P's near-term
liquidity concerns.  However, Dole recently disclosed that an
affiliate of the majority stockholder of Dole's parent entered
into a loan agreement ($90 million outstanding) that matures on
Dec. 23, 2009.  If that loan is not repaid in time, extended, or
refinanced, the lenders could take action that could lead to a
default under Dole's senior secured credit facilities.  In
addition, Dole's parent, DHM Holding Co.  Inc., has a $115 million
loan (in connection with its investment in Westlake Wellbeing
Properties LLC) that matures on March 3, 2010.  Because the parent
is party to Dole's senior secured credit facilities, any failure
to meet the loan obligations would result in a cross-default and
cross-acceleration as set forth in the senior secured credit
facilities.

Dole has improved its operating performance in the year to date
period of 2009, and credit metrics have strengthened.  S&P expects
the company to continue to improve performance and reduce
leverage.  S&P could upgrade Dole if it successfully refinances
its June 2010 $383 million debt maturity and its other near-term
liquidity events including the $115 million loan at the parent
(DHM Holding Co. Inc.) due on March 3, 2010, and a $90 million
loan at an affiliate, due on Dec. 23, 2009 are resolved, while
sustaining improved operating performance trends.  However, S&P
could lower ratings if Dole does not address its upcoming
maturities on a timely basis, which could result in a default
under Dole's other debt instruments, operating performance
declines, and/or covenant cushion becomes weak.

In addition, Dole recently filed an S-1 for a potential IPO of up
to $500 million, with some of the proceeds to repay debt (Dole
will not receive any proceeds from shares sold by the selling
stockholder, Mr.  David Murdock).  As part of the potential IPO,
Dole may consider transferring ownership interests in certain
noncore land it currently holds, including in Hawaii, to other
affiliates of Mr.  David Murdock (sole, indirect stockholder of
Dole).  If this occurs, Standard & Poor's will evaluate any impact
of the reallocation of these assets as it relates to the existing
collateral and reassess the effect on recovery ratings and issue-
level ratings when more information is available.  Also as part of
the potential IPO, Dole intends to complete transactions that
would result in the elimination of the current cross-default
provisions that exist between its senior secured facilities and
certain indebtedness of its parent and affiliates.

The ratings on Dole Food Co. Inc. reflect its highly leveraged
financial profile and participation in the competitive, commodity-
oriented, and volatile fresh produce industry, which is subject to
seasonality, as well as political and economic risks.  The company
has upcoming maturities in 2010 and 2011.

Dole is one of the world's largest producers of bananas and
pineapples, and also a major marketer of packaged fruit products,
value-added packaged salads, and vegetables.  The company has
leading market positions in several markets, including the No.  1
market share positions in bananas in North America and Japan, and
packaged fruit products in the U.S., and No. 2 market share in
packaged salad.  Dole grows produce on company-owned or leased
land, and also sources it globally through arrangements with
independent growers.  Despite Dole's defendable position, S&P
believes operating performance is susceptible to uncontrollable
factors such as global supply, world trade policies, political
risk, currency swings, weather, and disease.


DOMINION GROUP: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Dominion Group LLC
        1360 N Crescent Heights Blvd, Suite 2c
        West Hollywood, CA 90046

Case No.: 09-31855

Chapter 11 Petition Date: August 17, 2009

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

Judge: Ernest M. Robles

Debtor's Counsel: Scott F. Gautier, Esq.
            10100 Santa Monica Blvd, Ste. 1450
            Los Angeles, CA 90067
            Tel: (310) 552-3100
            Email: sgautier@pwkllp.com

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

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

The petition was signed by Derek Anderson or Victor Kubicek, the
company's member.

Debtor's List of 1 Largest Unsecured Creditor:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Orlando Wood                   Loan                   $3,500,000
100 Batersea Church Road
Penthouse C91
London, SW 11


EDWARD PARK III: Files for Chapter 11 Bankruptcy
------------------------------------------------
Janelle Rucker at Roanoke.com reports that Edward C. Park, III,
has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Western District of Virginia.

According to Roanoke.com, Mr. Park listed more than $10 million in
assets and more than $50 million in debts owed to more than 100
creditors, which include Bank of Botetourt, Wachovia Bank,
Franklin Community Bank, and BB&T.

Roanoke.com relates that Mr. Park's debts include $13 million for
a loan on property and numerous commercial loans and credit lines
from StellarOne Bank ranging from $6 million to $807,000.

A. Carter Magee Jr., Esq., at Magee Foster Goldstein & Sayers who
represents Mr. Park in his restructuring efforts said that his
client will continue to operate his business and sell properties,
which include LakeWatch Plantation and LakeWatch Spa and Resort in
Moneta, Roanoke.com states.

Roanoke.com says that the LakeWatch Spa and Resort project was
stalled until July 2009, when Mr. Park settled a lawsuit filed
against him and the Franklin County Board of Supervisors by a
group of residents who claimed the project would lower their
property values.  The project was violating the county's 2025
Comprehensive Plan, the report states, citing the residents.
According to the report, Mr. Park agreed to scale back the project
from 605 acres to 576 acres and construct a four-story building
with 50 units, instead of a 150-unit, six-story condominium hotel.

Union Hall, Virginia-based Edward C. Park, III, is a major Smith
Mountain Lake developer that owns LakeWatch LLC.


ELEMENT ALUMINUM: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Element Aluminum, LLC, and and Hayes Tennessee Venture, LLC, filed
with the U.S. Bankruptcy Court for the Western District of
Tennessee its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                       $0
  B. Personal Property           $1,742,837
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,124,092
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,749,702
                                 -----------      -----------
        TOTAL                    $1,742,837        $18,873,794

Prior to the filing, Element Aluminum sought an Aug. 20 extension
of the deadline to file its statements of financial affairs and
schedules of assets and liabilities.

Jackson, Tennessee-based Element Aluminum, LLC operates an
Aluminum Fabricator business.  The Company and Hayes Tennessee
Venture, LLC filed for Chapter 11 on July 31, 2009 (Bankr. W. D.
Tenn. Case No. 09-13091 and 09-13098).  Baker, Donelson, Bearman,
Caldwell & Berkowitz, P.C., represents the Debtors in their
restructuring efforts.  In their petition, the Debtors listed
assets and debts both ranging from $10,000,001 to $50,000,000.


EPIX PHARMACEUTICALS: PRX-08066 to Be Sold at September 30 Auction
------------------------------------------------------------------
Joseph F. Finn, Jr., C.P.A., said Epix Pharmaceuticals, Inc.'s
PRX-08066 Therapeutics Program in Phase 2 for respiratory
indication will be part of the intellectual property offered for
sale at the September 30, 2009 auction.

The PRX-08066 is a Therapeutics Program in Phase 2 for respiratory
indication.  It is a small molecule, oral 5HT2b antagonist for
potential treatment of pulmonary hypertension (PH) associated with
chronic obstructive pulmonary disease (COPD).  There is
significant reduction in SPAP in conditioned athletes (hypoxia
challenge) and in subjects with PH/COPD. There is potential
indication for pulmonary arterial hypertension (PAH) including in
diastolic dysfunction.

The intellectual property, regulatory dossier and clinical
inventory will be sold at auction on September 30, 2009.

Persons interested in bidding must sign a Confidentiality
Disclosure Agreement obtained from Finn's Office --
jffinnjr@earthlink.net or 781-237-8840.  They will then receive a
bid package.

Joseph F. Finn, Jr., C.P.A. is the founding partner of the firm,
Finn, Warnke & Gayton, Certified Public Accountants of Wellesley
Hills, Massachusetts.  He works primarily in the area of
management consulting for distressed enterprises, bankruptcy
accounting and related matters, such as assignee for the benefit
of creditors and liquidating agent for a corporation.  He has been
involved in a number of loan workouts and bankruptcy cases for 35
years.  His most recent Assignments for the Benefit of Creditors
in the biotech field include Spherics, Inc., ActivBiotics, Inc.
and Prospect Therapeutics, Inc.

                    About EPIX Pharmaceuticals

EPIX Pharmaceuticals, Inc. (NASDAQ:EPIX), is a biopharmaceutical
company focused on discovering and developing novel therapeutics
through the use of its proprietary and highly efficient in silico
drug discovery platform.  The company has a pipeline of
internally-discovered drug candidates currently in clinical
development to treat diseases of the central nervous system -- see
http://www.trialforAD.com/-- and lung conditions.  EPIX also has
collaborations with leading organizations, including
GlaxoSmithKline, Amgen and Cystic Fibrosis Foundation
Therapeutics.

As reported by the Troubled Company Reporter, EPIX on July 20,
2009, entered into an Assignment for the Benefit of Creditors in
accordance with Massachusetts law.  Following the Company's
unsuccessful efforts to effect a strategic alternative, including
a financing, recapitalization, sale or disposition of corporate
assets, merger or strategic business combination, the Company's
Board of Directors determined it was in the best interests of the
enterprise to cease the Company's operations and to provide for an
orderly liquidation of its assets by entering into the Assignment.


ESCADA AG: CEO, Board Members Dispose of Shares
-----------------------------------------------
Escada AG said Chief Executive Officer Bruno Saelzer sold shares
after the company filed for insolvency, Holger Elfes at Bloomberg
News reported, citing Escada's statements on the OTS newswire.
Mr. Saelzer, who joined Escada last year, sold 48,000 shares
Aug. 17 for 75 cents ($1.07) each and 77,882 share August 18 for
82 cents each.  Jessica Saelzer, the CEO's wife, sold 142,000
shares August 18 for 81 cents apiece and another 18,000 for 77
cents apiece.

Board member Werner Lackas sold 100,960 shares for 87 cents
each August 18, according to a separate statement.  Saelzer bought
a 0.9% stake in Escada when he joined the company, according to
data collected by Bloomberg.

                         About Escada AG

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

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

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

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  O'Melveny &
Myers LLP has been tapped as bankruptcy counsel.  Kurtzman Carson
Consultants serves as claims and notice agent.  Judge Stuart M.
Bernstein handles the case.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.  A copy of Escada US's Chapter 11 petition
and list of largest unsecured creditors is available for free at
http://bankrupt.com/misc/sdny09-15008.pdf


FIBERGLASS COATINGS: Successfully Emerges from Chapter 11
---------------------------------------------------------
Fiberglass Coatings, Inc., has successfully emerged from Chapter
11 bankruptcy proceedings.

On November 7, 2008, Fiberglass Coatings filed a voluntary
petition for reorganization under Chapter 11 in the U.S.
Bankruptcy Court for the Middle District of Florida.

Fiberglass Coatings President Bill Higman said that the Company's
Florida distribution & retail centers and online store
http://www.fgci.comare operating normally.

Mr. Higman said, "Fiberglass Coatings Inc. was able to restructure
and exit Chapter 11 in one of the most challenging times our
industry has ever faced, thanks to the hard work of our employees,
support from our vendors and the loyalty of our customers.  As the
marine industry returns to more normal conditions, FCI is strongly
positioned to support all the different needs of boat builders,
boatyards and fabricators to start up, re-open or ramp up as
demand for composite products and repairs grow."

Headquartered in St. Petersburg, with an additional distribution &
retail center in Fort Lauderdale, Fiberglass Coatings, Inc.,
supplies a wide range of composite products, including abrasives,
acrylics, adhesives, caulks, catalysts, epoxies, fiberglass,
fillers, foams, gelcoats, polyesters, putties, reinforcements,
releases, solvents and tools.


FLEETWOOD ENTERPRISES: Can Use BofA Cash Collateral Until Sept 2
----------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California has approved the stipulation between Fleetwood
Enterprises, Inc., et al., and Bank of America, as agent for
itself and on behalf of the prepetition secured parties, extending
the period during which the Debtors may use BofA's cash collateral
from July 29, 2009, up to the earlier of (a) 5:00 p.m. on
September 2, 2009, and (b) the date that is five business days
following the closing date of the disposition of substantially all
assets related to the Debtors' manufacturing housing business.

BofA and the prepetition secured parties assert claims against the
Debtors in the aggregate amount, as of March 6, 2009, of
$61,690,980 in unpaid reimbursement obligations, plus interest and
additional sums for reasonable costs and reasonable attorneys'
fees, secured by substantially all of the personal property of
each of the Debtors.

A further hearing to consider the Debtors' cash collateral motion
may be set for September 2, 2009, at 1:30 p.m.

As reported in the TCR on August 14, 2009, Cavco Industries, Inc.,
said a federal bankruptcy judge approved the sale of certain
manufactured housing assets of Fleetwood Enterprises, Inc. to it
and an investment partner, Third Avenue Trust Value Fund, through
FH Holding, Inc., their jointly owned corporation, headquartered
in Phoenix, Ariz.

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

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

Based in Riverside, California, Fleetwood Enterprises, Inc.,
together with 19 of affiliates, filed for Chapter 11 protection on
March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254).  Craig
Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn & Crutcher
LLP, represent the Debtors in their restructuring efforts.  FTI
Consulting Inc. is the financial advisors to the Debtors.  The
Debtors tapped Greenhill & Co.. LLC as its investment banker.

Fleetwood was authorized in June to sell its recreational vehicle
business for $53 million to private-equity investor American
Industrial Partners.


FLEETWOOD ENTERPRISES: Can Sell Plant 55-1 for $1.75 Million
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has granted Fleetwood Homes of Indiana, Inc., authority to sell
substantially all assets related to manufactured housing plant
number 55-1 located in Garrett, Indiana, to Adventure Homes LLC
for $1.75 million.

The Court has ordered that the cash proceeds of the sale, less
closing costs, be deposited in the Cash Collateral Account.

Adventure Homes, LLC, is principally owned by Mr. Walter Comer,
who is currently employed by Fleetwood as the general manager of
Plant 55, and certain partners of Mr. Comer.

Based in Riverside, California, Fleetwood Enterprises, Inc.,
together with 19 of affiliates, filed for Chapter 11 protection on
March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254).  Craig
Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn & Crutcher
LLP, represent the Debtors in their restructuring efforts.  FTI
Consulting Inc. is the financial advisors to the Debtors.  The
Debtors tapped Greenhill & Co. LLC as its investment banker.

Fleetwood was authorized in June to sell its recreational vehicle
business for $53 million to private-equity investor American
Industrial Partners.


FLEETWOOD ENTERPRISES: Panel Has Consent to Pursue Avoidance Suits
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved a stipulation entered into between Fleetwood
Enterprises, Inc., et al., and the official committee of unsecured
creditors, authorizing the Committee to prosecute certain claims
on behalf of the Debtors' estate.

Pursuant to the Court's order, the Committee is granted the
authority, standing, and right co-equal with the Debtors, to
prosecute avoidance claims under Section 5 of the Bankruptcy Code,
specifically including, but not limited to, preferential transfer,
fraudulent transfer claims, and all claims against the DIP Agent
and/or lenders, to recover a $2.4 million commitment fee paid by
the Debtors.

As reported in the TCR on August 14, 2009, Cavco Industries, Inc.,
said a federal bankruptcy judge approved the sale of certain
manufactured housing assets of Fleetwood Enterprises, Inc. to it
and an investment partner, Third Avenue Trust Value Fund, through
FH Holding, Inc., their jointly owned corporation, headquartered
in Phoenix, Ariz.

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

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

Based in Riverside, California, Fleetwood Enterprises, Inc.,
together with 19 of affiliates, filed for Chapter 11 protection on
March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254).  Craig
Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn & Crutcher
LLP, represent the Debtors in their restructuring efforts.  FTI
Consulting Inc. is the financial advisors to the Debtors.  The
Debtors tapped Greenhill & Co.. LLC as its investment banker.

Fleetwood was authorized in June to sell its recreational vehicle
business for $53 million to private-equity investor American
Industrial Partners.


FLORA DELPHINE LONG: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Flora Delphine Long
        7621 Kingston Pike
        Knoxville, TN 37919

Bankruptcy Case No.: 09-34469

Chapter 11 Petition Date: August 18, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Debtor's Counsel: William E. Maddox, Esq.
                  William E. Maddox, Jr., LLC
                  P.O. Box 31287
                  Knoxville, TN 37930
                  Tel: (865) 293-4953
                  Email: wem@billmaddoxlaw.com

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

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

A list of the Company's 17 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/tneb09-34469.pdf

The petition was signed Carlos Ivan Toro, president of the
Company.


FORD MOTOR: Launching In-Vehicle Technology for Electric Cars
-------------------------------------------------------------
Matthew Dolan at The Wall Street Journal reports that Ford Motor
Company is launching an in-vehicle technology that lets customers
recharge electric cars when energy rates are low.

According to The Journal, Ford will bring to market:

     -- a pure battery electric Transit Connect commercial van in
        2010,

     -- an all-electric Focus compact car in 2011, and

     -- a plug-in hybrid electric vehicle in 2012.

The Journal relates that those efforts are backed by financial
support from the government through a new loan program for
electrification.  The report says that Ford got $5.9 billion in
Department of Energy loans this summer to help retool plants to
produce 13 fuel-efficient models, including 5,000 to 10,000
electric vehicles per year starting in 2011.

The Journal notes that the charging concept is key for automakers
that are pursuing electric vehicles in a variety of forms, from
plug-in gas-electric hybrids to fully electric cars and trucks
that use no gasoline.

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.


GUARANTY FIN'L: Banco Bilbao Wins Auction for Assets, Says Report
-----------------------------------------------------------------
Banco Bilbao Vizcaya Argentaria SA was selected to take over the
assets of Guaranty Financial Group Inc. in a transaction assisted
by the Federal Deposit Insurance Corporation, Bloomberg News
reported, citing people familiar with the situation.  Banco Bilbao
is Spain's second-largest bank by market value.

Bids for the bank were due on Aug. 18.  Blackstone Group LP,
Gerald Ford's Flexpoint and U.S. Bancorp were among other groups
considering bids for assets of Guaranty, David Mildenberg and
Jonathan Keehner at Bloomberg reported, citing people familiar
with the situation.

Regulators have closed 77 banks so far this year and the FDIC was
appointed as receiver for those banks.  For most of the closed
banks, the FDIC has been able to enter into purchase and
assumption agreements to transfer all of the deposits of the
closed banks and sell select assets to healthier banks.

A complete list of banks that failed since 2000 is available at
http://www.fdic.gov/bank/individual/failed/banklist.html

                     Financial Guaranty's Woes

As reported by the Troubled Company Reporter on August 18,
Guaranty Financial said in an August 17 regulatory filing that its
financial statements will be prepared on the assumption that it is
no longer unable to continue as a going concern.  The Company said
it expects to will record substantial asset write-downs in the
financial statements as of and for the periods ended December 31,
2008 and March 31, 2009.  The write-downs result in the Bank
having negative capital ratios and being deemed critically
undercapitalized, the Company said.

On April 6, 2009, Guaranty Financial Group Inc. and its wholly
owned subsidiary, Guaranty Bank each consented to the issuance of
an Order to Cease and Desist by the Office of Thrift Supervision.
The Orders require that the Bank meet and maintain both a core
capital ratio equal to or greater than 8.0% and a total risk-based
capital ratio equal to or greater than 11.0%.  Simultaneous to the
effective date of the Orders, the Company and the Bank advised the
OTS that management believes, based upon presently available
unaudited financial information, that the Bank does not meet the
required capital ratios.

On June 29, 2009, the Company said that the only remaining means
by which it might possibly raise sufficient capital for it and its
wholly-owned subsidiary, Guaranty Bank, to comply with the Orders
of the OTS is through a plan for open bank assistance.  The Open
Assistance plan would involve a significant equity capital
infusion from private investors, including the Company's current
principal stockholders, and an agreement under which the FDIC
would absorb a portion of any losses associated with a pool of
certain of the Company's assets.  An Open Assistance plan must be
approved by the Federal Deposit Insurance Corporation.

On July 17, 2009, at the direction of OTS, the Bank filed an
amended Thrift Financial Report as of and for the three months
ended March 31, 2009.  This filing reflected substantial asset
write downs, which resulted in the Bank having negative capital
reflected in the TFR as of that date.

The Company said July 23 that it believes that these write downs
foreclosed the possibility of applying for open bank assistance.
"Our primary stockholders have not affirmed their willingness to
commit to a capital infusion in support of such an application."
As a result, the Company stated it will no longer be possible to
comply with the Cease and Desist Orders, and hence, it is probable
that it will not be able to continue as a going concern.

                     About Guaranty Financial

Guaranty Financial Group Inc. is a unitary savings and loan
holding company. The Company's primary operating entities are
Guaranty Bank and Guaranty Insurance Services, Inc.  Guaranty Bank
conducts consumer and business banking activities through a
network of over 150 bank branches located in Texas and California,
and provides commercial banking products and services to diverse
geographic markets throughout the United States.  Guaranty
Insurance Services, Inc. is a full-service insurance agency
engaged in property and casualty insurance, as well as fixed
annuities. The insurance agency operates through 17 offices
located in both Texas and California.

The Company had said in March that it expects to report a loss of
$444 million, or a loss of $8.84 per diluted share, for the year
ended December 31, 2008, compared to earnings of $78 million, or
$2.20 per diluted share, for the year ended December 31, 2007.

The Company had assets of $15,391,000,000 against debts of
$14,390,000,000 as of September 30, 2008.


GENERAL MOTORS: Committee Taps Butzel Long as Special Counsel
-------------------------------------------------------------
Butzel Long has been retained, with Bankruptcy Court approval, by
the Committee of Unsecured Creditors of General Motors Corporation
to serve as special counsel.  In this role, the firm is
representing the committee on matters requiring specialized
bankruptcy expertise and expert knowledge and capability regarding
the automotive industry generally, and on matters where the
committee's primary counsel, Kramer Levin Naftalis & Frankel, is
conflicted.

Barry N. Seidel, Esq., a nationally reknowned bankruptcy lawyer
the firm recently recruited to its New York office, is leading the
engagement.  The firm was instrumental in developing the
procedures to protect the rights of thousands of suppliers and
other GM contract parties in connection with the assignment of
their respective contracts to New GM.  In addition, on behalf of
the committee, Butzel Long's Eric B. Fisher, Esq., last month
commenced a lawsuit against more than 300 lenders to avoid a
security interest securing approximately $1.5 billion of
indebtedness.  Robert Sidorsky, Esq., with expertise in bankruptcy
litigation and the automotive industry dating back to the DeLorean
Motors bankruptcy, is an additional member of the team.

"The firm's deep roots and long experience representing the
automotive market from its origins in Michigan, combined with our
strong bankruptcy practice and growing foothold in New York, makes
us the ideal choice to advise the unsecured creditors," said
Philip J. Kessler, Esq., chairman of Butzel Long.  "As the
industry works through this massive restructuring, we are
committed to protecting our clients' interests and helping them
resolve disputes as efficiently and effectively as possible."

Butzel Long's Global Automotive Team, a cross-disciplinary
practice comprised of attorneys from a variety of practice areas
including the firm's significant Bankruptcy Practice, has provided
representation to over one-third of the largest automotive
industry suppliers and numerous others.  Butzel Long counsels
automotive clients on legal and business issues throughout the
United States and in strategic markets around the world.  The
Firm's global capabilities and experience include assignments for
clients from developed markets such as the United States, Europe,
Japan, South Korea and Canada, as well as emerging markets such as
China, India and Mexico.

Butzel Long -- http://www.butzel.com/-- is one of America's
leading law firms, with 240 attorneys and offices in Detroit,
Bloomfield Hills, Lansing and Ann Arbor, Michigan, New York City,
Washington, D.C., Boca Raton and Palm Beach, Florida, as well as
Alliance offices in Beijing, Shanghai, Mexico City and Monterrey.
The firm is also a member of the Washington, D.C. law firm Butzel
Long Tighe Patton PLLC. Butzel Long represents clients from
diverse industries on a regional, national and multi-national
level and is a member of Lex Mundi, a global association of 160
independent law firms.

                       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: Keeps Stance, Won't Take Back Stillwater Contract
-----------------------------------------------------------------
Stillwater Mining Company confirms having met with General Motors
Company officials on August 13, 2009.  Discussions in the meeting
centered on the Stillwater palladium and rhodium supply agreement
terminated at the request of GM in bankruptcy court proceedings
held on July 22.  Stillwater Mining is the only U.S. producer of
platinum, palladium and rhodium, essential for catalytic
converters which eliminate harmful auto emissions.

The termination of the Stillwater contract puts good paying
American jobs at risk at the same time GM is receiving massive
federal government funding of U.S. taxpayer dollars with which GM
emerged from bankruptcy.

Reporting on the meeting Stillwater Chairman and CEO Frank
McAllister stated, "The brief meeting did not yield any positive
results for our Company, its employees and other stakeholders or
the communities in which we operate.  At issue is the termination
of the Stillwater contract while at the same time GM continues to
purchase palladium from foreign suppliers in Russia and South
Africa, funded with U.S. tax payers' dollars."

Mr. McAllister continued, "The supply relationship with GM, which
dates back to 1998, was renewed in 2007 in open competitive
negotiations beneficial to the two companies.  The sole focus of
recent modifications has been on contract quantity guarantees in
the 2007 contract, a focus which was logical and obviously
necessary given the downsizing underway at GM.  We were responsive
to these requests.  Modifications to price guarantees, which GM
indicated in our meeting were key for them, had not ever been
requested or even discussed prior to the contract being
terminated, a point disputed by GM."

In seeking a continuation of the supply relationship Stillwater
appealed directly to GM, submitted a legal objection to the
bankruptcy court, petitioned the U.S. Government Auto Task Force
and sought the assistance of its elected representatives.  In the
meeting, GM officials made it clear they are not interested in
reconsidering the terminated supply contract with Stillwater,
although they did not exclude the possibility of a future
competitive supply relationship.

Mr. McAllister summarized, "Stillwater Mining Company remains able
to sell all the metals it produces, recycles and processes in the
U.S. to other customers or through well established terminal
markets.  We will continue to review and adjust our operations to
remain a safe, low cost and sustainable mine operator and producer
of palladium, platinum, rhodium and other associated metals."

                       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)

                      About Stillwater Mining

Billings, Montana-based Stillwater Mining Company --
http://www.stillwatermining.com/-- is the only U.S. producer of
palladium and platinum and is the largest primary producer of
platinum group metals outside of South Africa and Russia.  The
Company's shares are traded on the New York Stock Exchange under
the symbol "SWC."

As reported by the Troubled Company Reporter on July 13, 2009,
Standard & Poor's Ratings Services placed its ratings, including
its 'B-' corporate credit rating on Stillwater Mining, on
CreditWatch with negative implications.  "The CreditWatch listing
reflects S&P's concern regarding the possible loss of the supply
contract between Stillwater and General Motors Corp.  The
company's platinum group metals supply agreements with GM and Ford
Motor Co. include provisions that guarantee a minimum purchase
price for palladium and platinum even when prices fall below
stipulated levels, a benefit to Stillwater given the relatively
low PGM prices," said Standard & Poor's credit analyst Maurice
Austin.


GENERAL MOTORS: Saab Wants to End Reorganization After Sale Deal
----------------------------------------------------------------
Kim McLaughlin at Bloomberg News reports that Swedish news agency
TT, citing court documents, said Saab Automobile has asked a court
to end six months of reorganization following an agreement to sell
the carmaker to Koenigsegg Automotive AB.

Bloomberg relates Saab reconstruction lawyer Guy Lofalk submitted
a document to the district court in Vaenersborg in Sweden
yesterday outlining that the company doesn't want an extension.
According to Bloomberg, TT said the document states that creditors
have agreed to write down about SEK8.3 billion (US$1.2 billion) of
debt.

According to Bloomberg, TT said without an extension, the
reorganization will end today Aug. 20.

                              Sale

Niklas Magnusson at Bloomberg News reports Koenigsegg agreed to
buy Saab from General Motors Co. by the end of the year to become
a mass-market manufacturer.

Citing two people familiar with the situation, Bloomberg discloses
Koenigsegg, the maker of the CCX and CCXR models, still must
secure about US$300 million in funding to complete Saab's
purchase.   Bloomberg recalls GM said in June that Saab's sale
depends on the division receiving a US$600 million loan from the
EIB.

Christian von Koenigsegg, chief executive officer of Koenigsegg,
told Bloomberg the sports-car maker has secured 70% of the
financing it needs for the purchase and wants the government to
guarantee or provide a bridge loan secured by Saab's assets to
raise the remainder in the next few months.  Bloomberg says the
bridge loan would be in addition to the US$600 million EIB lending
that Koenigsegg wants Sweden to guarantee.

                        Creditor Protection

On Feb. 23, 2009, the Troubled Company Reporter Europe, citing
Bloomberg News, reported Saab filed for protection from creditors
after parent GM said it will cut ties with the Swedish carmaker
following two decades of losses.  The Trollhaettan, Sweden-based
company filed for reorganization with a Swedish district court to
separate itself from GM and bring resources back to Sweden.

As report in the TCR on June 25, 2009, The Wall Street Journal
said creditors of Saab approved the automakers' proposal for
settling its debts by paying a quarter of what it originally owed.
Saab proposed to settle its debts by paying 25% of about US$1.34
billion it owed to more than 600 creditors, including auto
suppliers and the Swedish government.  The vast majority of the
debt, almost SEK10 billion, was owed to GM.

                       About Saab Automobile

Saab Automobile AB -- http://www.saab.com-- is a wholly owned
subsidiary of General Motors.  With an annual production of up to
126,000 cars, Saab's current models include the 9-3 (available as
a convertible or sport sedan), the luxury 9-5 sedan (also
available in a sport wagon), and the seven-passenger 9-7X SUV.
Offered only through Saab Expressions dealerships, Saab cars woo
enthusiasts with merchandising that includes pen and pencil sets,
martini glasses, toys, and watches.

                       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)


GIFFORD MARINE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Gifford Marine Co., Inc.
        676 Dartmouth Street
        South Dartmouth, MA 02748

Bankruptcy Case No.: 09-17833

Chapter 11 Petition Date: August 18, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Roger Stanford, Esq.
                  Stanford & Schall
                  100 Eighth Street
                  New Bedford, MA 02740
                  Tel: (508) 994-3393
                  Fax: (508) 994-3368
                  Email: ROGERSTANF@AOL.COM

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

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

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

The petition was signed by Paul Gifford, president of the Company.


GOLDLEAF FINANCIAL: BofA Waives Second Quarter Covenant Default
---------------------------------------------------------------
Goldleaf Financial Solutions, Inc., disclosed it has obtained an
amendment to its primary credit facility administered by Bank of
America.

In the amendment, the lending group provided a one-quarter waiver
of the Company's default resulting from its noncompliance with the
debt to EBITDA ratio for the second quarter of 2009.  The
amendment also now limits the amount of borrowings under the
existing credit facility to $40 Million.

Furthermore, beginning September 1, 2009, the pricing of the
credit facility will change so that the Company will begin paying
a rate of 4.75% per annum over LIBOR for LIBOR Loans and Letters
of Credit, a rate of 3.75% per annum over the bank's Base Rate for
Base Rate Loans instead of rates based on a sliding scale.  In
addition, the lending group will now charge a 0.75% Commitment Fee
on the unused portion of the Company's $40 million debt facility.
These changes will remain in effect until the Company is back in
compliance with the debt to EBITDA ratios.  The lending group
charged a 25 basis point fee for the amendment.

The Company also disclosed results of cost-cutting initiatives
begun in the first quarter of 2009 and accelerated in the second
quarter of 2009.  Goldleaf CEO Lynn Boggs commented, "In response
to the difficult economic conditions that, as expected, have
negatively affected the Company's revenues, the Board of Directors
and the management team have undertaken a comprehensive, company-
wide cost reduction program.  This program includes a salary
freeze, a hiring freeze, a reduction of third-party contractors,
and a reduction in force affecting approximately 25 positions."

"These initiatives led to cost savings of approximately $0.65
million in the second quarter of 2009, and are estimated to result
in annualized savings of approximately $3.0 million. These
initiatives were targeted to maintain customer satisfaction and
avoid reductions in revenue.  In addition, the company initiated
an employee-led program to identify other expense reduction
opportunities, resulting in an annual savings of approximately
$0.9 million."

                About Goldleaf Financial Solutions

Goldleaf Financial Solutions, Inc. -- http://www.goldleaf.com/--
offers a strategic suite of integrated technology and payment
processing solutions to global financial institutions of all
sizes.  Goldleaf's products and services enable financial
institutions solidify their trusted financial relationships,
expand their community presence and improve profitability through
the efficient use of technology.


GREATER ATLANTIC: Aug. 26 Stockholders' Meeting to Approve Merger
-----------------------------------------------------------------
A special meeting of the stockholders of Greater Atlantic
Financial Corp., the holding company for Greater Atlantic Bank,
will be held at the Crowne Plaza Tysons Corner, 1960 Chain Bridge
Road, McLean, Virginia on August 26, 2009, at 10:00 a.m., local
time.

At the special meeting, stockholders will be asked to approve a
merger agreement by and among GAFC, MidAtlantic Bancorp, Inc. and
GAF Merger Corp.

As reported by the Troubled Company Reporter on June 24, 2009,
Greater Atlantic Financial Corp., the parent company of Greater
Atlantic Bank, entered into a definitive Agreement and Plan of
Merger with MidAtlantic Bancorp, Inc., a Virginia corporation and
GAF Merger Corp., a Virginia corporation formed to facilitate the
merger -- Acquisition Sub.  Pursuant to the Agreement and Plan of
Merger, MidAtlantic will acquire GAFC.

MidAtlantic is a newly organized corporation formed in connection
with the transaction by Comstock Partners, LC, a Northern
Virginia-based private investor group.  Upon consummation of the
transaction, MidAtlantic will become a savings and loan holding
company of Greater Atlantic Bank.  MidAtlantic expects to
recapitalize Greater Atlantic Bank upon the closing of the merger

The stockholders will be entitled to receive a cash payment of
$0.10 (without interest) for each share of GAFC stock owned.
Following completion of the merger, GAFC stockholders who do not
properly exercise dissenters' rights will no longer have any
rights or interest in GAFC.

Greater Atlantic Bank is currently subject to significant
enforcement proceedings by its primary federal regulator, and
Greater Atlantic Bank would likely be placed into conservatorship
or receivership if the merger is not approved by stockholders and
the transaction is not consummated.  In that circumstance, the
value of the GAFC common stock would in all probability be
worthless.

The completion of the merger is subject to certain conditions,
including the approval of the merger agreement by the affirmative
vote of a majority of the outstanding shares of GAFC common stock
and the approval of bank regulatory authorities.

Greater Atlantic's Board of Directors has approved the merger
agreement and unanimously recommends that stockholders vote "FOR"
approval of the merger agreement because the board believes it to
be in the best interests of the GAFC stockholders.

A full-text copy of the Company's proxy statement pursuant to
Section 14(a) of the Securities Exchange Act of 1934, is available
at no charge at http://ResearchArchives.com/t/s?4243

                     About Greater Atlantic

Greater Atlantic Financial Corp. is a bank holding company whose
principal activity is the ownership and management of Greater
Atlantic Bank.  The bank originates commercial, mortgage and
consumer loans and receives deposits from customers located
primarily in Virginia, Washington, D.C. and Maryland.  The bank
operates under a federal bank charter and provides full banking
services.

                        Going Concern Doubt

The Troubled Company Reporter reported on January 21, 2009, that
BDO Seidman, LLP, in Richmond, Virginia, in a letter dated
January 12, 2009, to the Board of Directors and Stockholders of
Greater Atlantic Financial Corp. expressed substantial doubt about
the company's ability to continue as a going concern.  The firm
audited the consolidated statements of financial condition of
Greater Atlantic Financial Corp. and its subsidiaries as of
September 30, 2008, and 2007 and the related consolidated
statements of operations, stockholders' equity (deficit),
comprehensive income (loss) and cash flows for each of the two
years in the period ended September 30, 2008.


GREATER ATLANTIC: Net Loss Widens to $2.28MM for June 30 Quarter
----------------------------------------------------------------
Greater Atlantic Financial Corp. posted wider net loss of
$2,283,000 for the three months ended June 30, 2009, from a net
loss of $1,624,000 for the same period a year ago.  For the six
months ended June 30, 2009, the Company posted a net loss of
$6,261,000 from a net loss of $7,476,000 for the same period a
year ago.

As of June 30, 2009, the Company had $204,596,000 in total assets
and $216,209,000 in total liabilities, resulting in $11,613,000 in
stockholders' deficit.

The Company has continued to actively market itself, seeking to be
acquired and has entered into a definitive Agreement and Plan of
Merger with MidAtlantic Bancorp, Inc., and GAF Merger Corp., to
meet the conditions of the Cease and Desist Order issued by the
Office of Thrift Supervision effective April 25, 2008.

The Company said it cannot assure that its efforts will be
successful.  The Company said there is substantial doubt
concerning the ability of the Company and the bank to continue as
going concerns for a reasonable period of time.  Without a waiver
by the OTS or amendment or modification of the Cease and Desist
Order, the bank could be subject to further regulatory enforcement
action, including, without limitation, the issuance of additional
cease and desist orders -- which may, among other things, further
restrict the bank's business activities -- or place the bank in
conservatorship or receivership, any of which would mitigate
against the bank and the company continuing as going concerns.

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?4245

                     About Greater Atlantic

Greater Atlantic Financial Corp. is a bank holding company whose
principal activity is the ownership and management of Greater
Atlantic Bank.  The bank originates commercial, mortgage and
consumer loans and receives deposits from customers located
primarily in Virginia, Washington, D.C. and Maryland.  The bank
operates under a federal bank charter and provides full banking
services.

                        Going Concern Doubt

The Troubled Company Reporter reported on January 21, 2009, that
BDO Seidman, LLP, in Richmond, Virginia, in a letter dated
January 12, 2009, to the Board of Directors and Stockholders of
Greater Atlantic Financial Corp. expressed substantial doubt about
the company's ability to continue as a going concern.  The firm
audited the consolidated statements of financial condition of
Greater Atlantic Financial Corp. and its subsidiaries as of
September 30, 2008, and 2007 and the related consolidated
statements of operations, stockholders' equity (deficit),
comprehensive income (loss) and cash flows for each of the two
years in the period ended September 30, 2008.


GREATER ATLANTIC: To Buy Back 6.50% TruPS at $1.05 Per Share
------------------------------------------------------------
Greater Atlantic Financial Corp., filed with the Securities and
Exchange Commission an Issuer Tender Offer Statement on Schedule
TO in connection with its offering to pay $1.05 per share for the
6.50% Cumulative Convertible Trust Preferred Securities of Greater
Atlantic Capital Trust I.

The directors of the Company and certain other holders that
collectively own 311,587 Securities have previously agreed to sell
to the Company their Securities for $0.01 per Security in
transactions entered into prior to the announcement of the tender
offer.  The holders agreed to accept $0.01 for each of their
Securities to allow for a greater amount of consideration to be
allocated to the remaining trust preferred holders in the tender
offer.

The tender offer is conditioned on a minimum of 505,040 Securities
being tendered.  If 505,040 Securities are not tendered and the
tender offer and the related merger transaction are not
consummated, it is unlikely that the Trust will have cash
available for any future cash distributions on the Securities.  In
that circumstance, the value of the Securities would be
significantly impaired and the Securities in all probability will
be worthless.

The Securities are traded on the Pink OTC Markets Inc. under the
symbol "GAFCP."

Neither the Securities and Exchange Commission, the Office of
Thrift Supervision, nor any state securities commission has
approved or disapproved of the transaction, passed upon the merits
or fairness of the transaction, or passed upon the adequacy or
accuracy of the disclosure in this document.  Any representation
to the contrary is a criminal offense.

The Company's depositary for the tender offer is Wilmington Trust
Company.  The Information Agent for the tender offer is Laurel
Hill Advisory Group, LLC.

A full-text copy of the Offer to Purchase is available at no
charge at http://ResearchArchives.com/t/s?4244

                     About Greater Atlantic

Greater Atlantic Financial Corp. is a bank holding company whose
principal activity is the ownership and management of Greater
Atlantic Bank.  The bank originates commercial, mortgage and
consumer loans and receives deposits from customers located
primarily in Virginia, Washington, D.C. and Maryland.  The bank
operates under a federal bank charter and provides full banking
services.

                        Going Concern Doubt

The Troubled Company Reporter reported on January 21, 2009, that
BDO Seidman, LLP, in Richmond, Virginia, in a letter dated
January 12, 2009, to the Board of Directors and Stockholders of
Greater Atlantic Financial Corp. expressed substantial doubt about
the company's ability to continue as a going concern.  The firm
audited the consolidated statements of financial condition of
Greater Atlantic Financial Corp. and its subsidiaries as of
September 30, 2008, and 2007 and the related consolidated
statements of operations, stockholders' equity (deficit),
comprehensive income (loss) and cash flows for each of the two
years in the period ended September 30, 2008.


GREENSHIFT CORP: Delays Filing of June 30 Form 10-Q Report
----------------------------------------------------------
GreenShift Corporation said it is unable to file its Quarterly
Report on Form 10-Q for the period ended June 30, 2009, within the
required time because there was a delay in completing the
adjustments necessary to close its books for the quarter.

The Company posted a net loss of $16,892,829 for the three months
ended March 31, 2009, from a net loss of $3,794,409 for the same
period a year ago.  As of June 30, 2009, the Company had
$38,111,638 in total assets and $116,877,285 in total liabilities,
resulting in $78,765,648 stockholders' deficit.

On June 11, 2009, GreenShift's Board of Directors approved an
amendment to GreenShift's Certificate of Incorporation to increase
the authorized common stock from 500 million shares, $0.001 par
value, to 10 billion shares, $0.0001 par value.  The Board
approved the amendment to comply with GreenShift's agreements with
its senior creditor, YA Global Investments, L.P.  The convertible
debt instruments held by YA Global require that GreenShift
maintain a sufficient number of shares of authorized common stock
to enable conversion of the convertible debt issued by GreenShift
to YA Global.

On June 11, 2009, the holder of a majority of the voting power of
the outstanding voting stock gave its written consent to the
amendment.

At June 11, 2009, 500,000,000 of the currently authorized
500,000,000 common shares are issued and outstanding, leaving none
available for issuance.  The effect of the amendment will be to
increase the number of authorized shares of common stock from
500,000,000, $0.001 par value, to 10,000,000,000, $0.0001 par
value.

The primary reason why the Board of Directors and the majority
shareholder have approved the increase in authorized common stock
is the requirement contained in GreenShift's agreements with YA
Global to maintain a sufficient number of shares of authorized
common stock to enable conversion of debt issued by GreenShift to
YA Global and the need to have shares available in the event that
other outstanding convertible debentures are converted.

A full-text copy of the Company's Information Statement is
available at no charge at http://ResearchArchives.com/t/s?424b

Effective June 30, 2009, pursuant to a Stock Purchase Agreement
dated as of that date, GS AgriFuels Corporation, GreenShift's
wholly owned subsidiary, sold the capital stock of Sustainable
Systems, Inc., to Carbonics Capital Corporation in return for the
assumption of $4,000,000 of GS AgriFuels' debt due to YA Global.
To record the assumption of liability, Carbonics Capital
Corporation issued to YA Global a secured convertible debenture
dated as of June 30, 2009 in the principal amount of $4,000,000.
The debenture has an annual interest rate of 12% and it matures on
December 31, 2010.  The debenture is secured by a first priority
security position on the assets of Carbonics.  The debenture is
guaranteed by GS AgriFuels and GreenShift, and by the majority
shareholder of both GreenShift and Carbonics, which is Viridis
Capital, LLC.

                         About GreenShift

GreenShift Corporation develops and commercializes clean
technologies that facilitate the efficient use of natural
resources.  It owns four corn oil extraction facilities located in
Oshkosh, Wisconsin; Medina, New York; Marion, Indiana; and Riga,
Michigan.  It has also installed one facility in Albion, Michigan
under a modified version of its market offering where clients paid
the Company to build the extraction facility.


HAIGHTS CROSS: S&P Downgrades Rating on Senior Notes to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue-
level rating on Haights Cross Operating Co.'s 11.75% senior notes
due 2011 to 'D' from 'C' because of the company's failure to make
its interest payment on Aug. 17, 2009.  The recovery rating on the
notes remains '6', indicating S&P's expectation of negligible (0%
to 10%) recovery for noteholders in the event of a payment
default.  The issue rating had been placed on CreditWatch with
negative implications on June 10, 2009.

White Plains, N.Y.-based supplemental education publisher Haights
Cross Communications Inc. (HCC; D/--/--) had $383.3 million total
debt outstanding as of June 30, 2009.

"The rating action reflects HCC's failure to make the Aug. 17,
2009, interest payment on operating subsidiary Haights Cross
Operating Co.'s 11.75% senior notes," said Standard & Poor's
credit analyst Tulip Lim.  Although a payment default has not
occurred according to the legal provision of the 11.75% notes,
Standard & Poor's views an interest or principal payment lapse as
a default, even if a grace period exists, in the event that the
nonpayment is a function of the borrower being under financial
stress and when S&P is not confident that the payment will be made
in full during the grace period.  "We view the company's high
leverage, fractional coverage of gross interest expense, negative
discretionary cash flow, limited liquidity, and weak operating
outlook together as indications of financial distress," Ms.  Lim
added.

HCC has proposed an offer to exchange its 12.5% notes for shares
of common stock.  The transaction entails issuing 120.21 shares of
common stock for each $1,000 in principal amount at maturity of
senior discount notes exchanged.  If HCC is not able to complete
the exchange transaction, the company plans to explore other
restructuring alternatives, including the commencement of a
Chapter 11 bankruptcy plan of reorganization.

During the second quarter, revenue and EBITDA declined 18.6% and
11%, respectively, from underperformance of the company's two
segments.  Gross debt to EBITDA (after amortization of
prepublication costs) was steep, at roughly 17.7x in the 12 months
ended June 30, 2009.  EBITDA coverage of gross interest expense
was inadequate at 0.5x over the same period, and S&P expects this
metric to face further pressure from interest expense increases
during the forbearance period.  For the 12 months ended June 30,
2009, discretionary cash flow was negative.

HCC's sole source of liquidity is its cash balance of roughly
$38.1 million as of June 30, 2009, which provides only minimal
liquidity in light of the company's high and rising cash interest.
The company does not have a revolving credit facility.  There are
no amortization payments on the senior credit facility.  The
facility has financial covenants, including a maximum secured
leverage ratio, a minimum fixed-charge ratio, minimum net EBITDA
(defined broadly as EBITDA minus amortization of prepublication
expenses), and maximum capital expenditures.  HCC is currently in
a forbearance period with its lenders due to violations of certain
provisions under the credit agreement.


INDYMAC BANCORP: OneWest Bank Reports $182 million in Q2 Profit
---------------------------------------------------------------
E. Scott Reckard at The Los Angeles Times reports that OneWest
Bank of Pasadena, the savings bank that arose from the ashes of
failed mortgage giant IndyMac Bancorp, reported a solid profit of
$182 million for the second quarter, its first full quarter under
ownership by private investors.

The Company's report to regulators suggested that a loss-sharing
arrangement with the Federal Deposit Insurance Corp. was helping
the thrift work through its giant collection of soured loans and
move toward its goal of reshaping itself as a traditional full-
service bank, L.A. Times said.

On July 11, 2008, IndyMac Bank, F.S.B., Pasadena, CA was closed by
the Office of Thrift Supervision (OTS) and the FDIC was named
Conservator.  All non-brokered insured deposit accounts and
substantially all of the assets of IndyMac Bank, F.S.B. have been
transferred to IndyMac Federal Bank, F.S.B., Pasadena, CA, a newly
chartered full-service FDIC-insured institution.

On March 19, 2009, the Federal Deposit Insurance Corporation
completed the sale of IndyMac Federal Bank, FSB, Pasadena,
California, to OneWest Bank, F.S.B., Pasadena, California.
OneWest Bank, FSB is a newly formed  federal savings bank
organized by IMB HoldCo LLC.  All deposits of IndyMac Federal
Bank, FSB have been transferred to OneWest Bank, FSB.

An audit report by the Office of Inspector General of the
Department of the Treasury at the end of February 2009 said that
the primary causes of the failure of IndyMac Bank were largely
associated with its business strategy of originating and
securitizing Alt-A loans on a large scale.

                          About Indymac

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- was the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.

Indymac Bancorp filed for Chapter 7 bankruptcy protection on
July 31, 2008 (Bankr. C.D.Calif., Case No. 08-21752).
Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq.  Bloomberg noted that Indymac had about
$32.01 billion in assets as of July 11, 2008.  In court documents,
IndyMac disclosed estimated assets of $50 million to $100 million
and estimated debts of $100 million to $500 million.


ION MEDIA: First Lien Lenders to Recover 16.6% Under New Plan
-------------------------------------------------------------
ION Media Networks Inc. has filed with the Bankruptcy Court a
Chapter 11 reorganization plan that says first lien lenders would
recover 16.6% of their claims.

Ion Media negotiated terms of a proposed plan with lenders
prepetition.  The terms negotiated with parties included (i)
lenders who provided $300 million of financing (which included a
roll-up of $150 million first lien debt) would get 85.7% of the
stock of the reorganized company, (ii) holders of the portion of
the first lien debt not rolled up to the DIP facility getting the
remaining stock, (iii) holders of second lien debt will get
warrants to purchase 5% of the stock (strike price of $1 billion
enterprise value) and (iv) unsecured creditors would receive
warrants to purchase 5% of the stock (strike price of $1.5 billion
enterprise value.

The Plan filed on August 19, however, contained some changes due
to the changes to the DIP financing approved by the Court.  Due to
a competing proposal by holders of minority of the first lien
debt, the DIP financing was modified so as to exclude the $150
million roll-up and the 10% equity fee in case the DIP financing
was converted to equity.

The Plan contemplates that:

   1. upon consummation, the Debtors' $150 million debtor-in-
      possession financing facility will convert into 62.5% of the
      New Common Stock of Reorganized ION;

   2.?the Holders of ION's First Lien Debt Claims -- prepetition
      credit facility claims of $329.9 million, first priority
      secured swap claims of $122.0 million and first priority
      notes claims $406.0 million -- will receive their pro rata
      share of 37.5% of the New Common Stock of Reorganized ION;

   3. the Holders of ION's Second Priority Notes Claims in the
      allowed amount of $448,075,000 plus interest will receive,
      on a pro rata basis, warrants to purchase 5% of the New
      Common Stock at an equity value of $1 billion;

   4.?the Holders of General Unsecured Claims will receive, on a
      pro rata basis, warrants to purchase 5% of the New Common
      Stock at an equity value of $1.5 billion; and

   5. all outstanding ION Equity Interests, including common
      stock, preferred stock and any options, warrants or rights
      to acquire any Equity Interests, will be cancelled and
      extinguished and Holders thereof will not receive a
      distribution.

The Debtors say they are "very pleased" the Plan is supported by
the DIP Lenders and over 70% of the Holders of First Lien Debt
Claims.  According to the disclosure statement attached to the
Plan filed on August 19, First Lien Lenders will recover 16.6%.

Holders of the DIP facility claims, first lien claims and
unsecured claims will be allowed to vote on the Plan.
Equity holders will be deemed to reject the Plan as they won't
receive anything.

The Debtors note that if second lien lenders and general unsecured
creditors vote to reject the Plan, they won't receive the
warrants.

The Debtors believe that Cyrus Select Opportunities Master Fund
Ltd., who earlier objected to the validity of the liens of the
First Lien Lenders, will likely object to the Plan.  Cyrus holds a
portion of the Debtors' second lien debt.

The total enterprise value of the Reorganized Debtors was assumed
for the purposes of the Plan by the Debtors, based on advice from
Moelis & Co. LLC, to be between approximately $310 million to $445
million with a rounded midpoint of $380 million as of December 31,
2009. Based upon the total enterprise value of the Reorganized
Debtors' business, the Debtors have calculated a range of equity
values for the Reorganized Debtors of approximately $310 million
to $445 million with a rounded midpoint of $380 million.

The Debtors have engaged Financial Balloting Group, LLC to serve
as the voting agent for Claims in respect of debt securities, and
Kurtzman Carson Consultants LLC, to serve as the voting agent for
all other claims and generally oversee the voting process.

A copy of the Plan is available for free at:

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

A copy of the Disclosure Statement is available for free at:

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

                        About ION Media

ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and
operates the nation's largest broadcast television station group
and ION Television, which reaches over 96 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems, and features popular TV series and
movies from the award-winning libraries of RHI Entertainment, CBS
Television, NBC Universal, Sony Pictures Television, Twentieth
Television and Warner Bros., among others.  Using its digital
multicasting capability, the Company has launched several digital
TV brands, including qubo, a channel for children focusing on
literacy and values, and ION Life, a channel dedicated to active
living and personal growth.  It also has launched Open Mobile
Ventures Corporation, a business unit focused on the research and
development of portable, mobile and out-of-home transmission
technology using over-the-air digital television spectrum.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 19, 2009 (Bankr. S.D.N.Y. Case No. 09-13125).
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors'
general bankruptcy counsel.  Moelis & Company LLC is the Debtors'
financial advisor.  Ernst & Young LLP is the Debtors' tax advisor,
and Kurtzman Carson Consultants LLP is the Debtors' notice, claims
and balloting agent.  The Debtors listed $1,855,000,000 in assets
and $1,936,000,000 in debts as of April 30, 2009.  The U.S.
Trustee has appointed four members to the official committee of
unsecured creditors.


ION MEDIA: Aims to Succeed with Plan by Suing Second Lien Lender
----------------------------------------------------------------
After filing for bankruptcy, ION Media Networks, Inc., and its
affiliates sought approval of a $300 million debtor-in-possession
financing from holders of a majority of the Debtors' first lien
debt.  Due to a competing proposal by holders of minority of the
first lien debt, the DIP financing was modified so as to exclude
the $150 million roll-up and the 10% equity fee in case the DIP
financing was converted to equity.  On July 6, the Bankruptcy
Court approved the financing.

At the hearings on the DIP financing the Debtors were able to
resolve objections by the official committee of unsecured and
holders of the minority of the first lien debt.  An outstanding
objection was that of Cyrus Select Opportunities Master Fund Ltd.

Cyrus argued that certain of ION's subsidiaries that are the
holders of broadcasting and other licenses, authorizations,
waivers and permits issued from to time to time by the Federal
Communications Commission should not be authorized to enter into
or otherwise guaranty the proposed DIP Financing because, as
nonoperating special purpose entities established for the sole
purpose of holding FCC licenses, the License Subsidiaries would
not receive any benefit from the use of proceeds made available
under the proposed DIP facility.

The Debtors pointed out that Cyrus ignored several provisions of
the Security Agreement that restrict, among other things, any
Second Lien Holders' ability to challenge the validity of any lien
or oppose or object to (a) any First Lien Holder obtaining a lien
as adequate protection or (b) any postpetition financing provided
or supported by any First Lien Holder.  As to the merits, the
Debtors pointed out that the Security Agreement granted the First
Lien Holders a perfected senior security interest in the right to
receive proceeds generated from the sale of the FCC licenses.

On August 19, 2009, ION filed a complaint against Cyrus seeking a
declaratory judgment enforcing the terms of the Security Agreement
and Intercreditor Agreement regarding the priority and validity of
the First Priority Secured Parties' liens and claims.
Specifically, the Security and Intercreditor Agreements provide
that the First Priority Secured Parties' liens are senior to those
of the Second Priority Secured Parties, and that, regardless of
the status of any liens, the First Priority Secured Parties'
claims in the Collateral are senior to those of the Second
Priority Secured Parties. The Agreements also prohibit the Second
Priority Secured Parties from challenging either the validity of
the First Priority Secured Parties' liens or the priority of
interests in the Collateral and from opposing, objecting to, or
voting against any plan of reorganization or disclosure statement
that is consistent with the rights of the First Priority Secured
Parties, unless the First Priority Secured Parties have been paid
in full in cash or otherwise discharged or defeased in accordance
with the terms of the First Priority Documents.

Based on these provisions, and Cyrus' indication that it intends
to continue to contest the validity of the liens held by the First
Priority Secured Parties, ION seeks a judgment prohibiting Cyrus
from (a) contesting the validity or enforceability of any lien,
mortgage, assignment, or security interest granted on ION's
property to the First Priority Secured Parties, (b) contesting the
priority rights granted to the First Priority Secured Parties
under the Security Agreement, and (c) opposing or objecting to
ION's plan of reorganization or disclosure statement, which are
consistent with the rights of the First Priority Secured Parties
under the Security Agreement.

Ion Media Networks Inc. has filed with the Bankruptcy Court a
Chapter 11 reorganization plan that says first lien lenders would
recover 16.6% of their claims based on the 37.5% of the stock of
reorganized Ion that will be distributed to them.  Holders of DIP
facility claims will receive 62.5% of the new stock.

                        About ION Media

ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and
operates the nation's largest broadcast television station group
and ION Television, which reaches over 96 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems, and features popular TV series and
movies from the award-winning libraries of RHI Entertainment, CBS
Television, NBC Universal, Sony Pictures Television, Twentieth
Television and Warner Bros., among others.  Using its digital
multicasting capability, the Company has launched several digital
TV brands, including qubo, a channel for children focusing on
literacy and values, and ION Life, a channel dedicated to active
living and personal growth.  It also has launched Open Mobile
Ventures Corporation, a business unit focused on the research and
development of portable, mobile and out-of-home transmission
technology using over-the-air digital television spectrum.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 19, 2009 (Bankr. S.D.N.Y. Case No. 09-13125).
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors'
general bankruptcy counsel.  Moelis & Company LLC is the Debtors'
financial advisor.  Ernst & Young LLP is the Debtors' tax advisor,
and Kurtzman Carson Consultants LLP is the Debtors' notice, claims
and balloting agent.  The Debtors listed $1,855,000,000 in assets
and $1,936,000,000 in debts as of April 30, 2009.  The U.S.
Trustee has appointed four members to the official committee of
unsecured creditors.


JAMES SCOTT: Mounting Debts, Mismanagement Lead to Ch 11 Filing
----------------------------------------------------------------
James E. Scott Community Association, Inc, aka JESCA, has filed
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
for the Southern District of Florida due to mounting debts and
long-standing mismanagement that threaten its existence.

Matthew Haggman at Miami Herald reports that JESCA filed for
bankruptcy a day before its headquarters in unincorporated Miami-
Dade County was set to be sold in a foreclosure auction.  JESCA
listed $1.7 million in assets against $3.35 million in liabilities
owed to creditors including:

     -- Jackson Health System, owed about $260,869;

     -- Greater Miami Caterers, owed about $174,517;

     -- Equitable Equi-Vest, owed about $140,021;

     -- Miami accounting firm Watson Rice, owed about $45,813;

     -- Miami's Emmanuel Haitian Christian Community Center, owed
        about $24,000; and

     -- Stanton Memorial Baptist Church, owed about $18,651;

     -- Miami-Dade County, owed about $21,508 in taxes; and

     -- workers, owed about $673,000 in unpaid wages and related
        costs.

Miami Herald quoted Larry Handfield, interim chairman of JESCA's
board, as saying, "Mismanagement crippled the organization.  The
debt was insurmountable.  This was the only way to retool and
reorganize."  The financial mismanagement prompted government
agencies to back away from funding JESCA due to concerns that
there wasn't proper accounting of funds, the report says, citing
Mr. Handfield.

Miami Herald relates that County Commissioner Dorrin Rolle ran
JESCA until 2008 as CEO and collected almost $200,000 in annual
compensation.  According to Miami Herald, JESCA was running into
debt, occasionally bouncing checks and seeking assistance, as Mr.
Rolle was leaving his post last year.  It was discovered last year
that paychecks had been delayed at least 11 times since March
2007, says the report.

According to Miami Herald, JESCA's contract with Miami-Dade County
for Head Start services was terminated in November 2008.

Miami Herald says that financial woes at JESCA increased under the
leadership of Mr. Rolle, who became JESCA's president in 1992.
JESCA, Miami Herald states, was delinquent on a $988,696 mortgage
owed to State Resources Corp., who sued the Debtor in Miami-Dade
Circuit Court to foreclose on the Northwest 54th Street property
in February.  The last time JESCA made a mortgage payment on the
property was "probably the first part of 2008, maybe the summer of
2008," Miami Herald relates, citing the Debtor's acting president
and CEO Vincent T. Brown.  According to the repot, Mr. Brown said
that he became president and CEO in November.  "Ninety-five
percent of the damage had been done when I got here," Miami Herald
quoted Mr. Brown as saying.

Miami Herald, citing Mr. Brown, reports that a lack of financial
oversight resulted in JESCA hiring too many workers on programs,
resulting in too much money going to employees instead of
programs, and too much was spent on capital expenses like copiers
and vans.

James E. Scott Community Association, Inc., is among South
Florida's oldest anti-poverty agencies.  JESCA was founded 84
years ago and long administered programs for infants, teens and
seniors in greater Miami's poorest neighborhoods.  The Company is
based in Miami, Florida.


JIM BABCOCK: U.S. Trustee Sets Meeting of Creditors for Sept. 4
---------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in Jim Babcock's Chapter 11 case on Sept. 4, 2009, at 2:30 p.m.
The meeting will be held at Plano Centre, 2000 E. Spring Creek
Parkway, in Plano, Texas.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Valley View, Texas-based Jim Babcock dba Babcock Ranch filed for
Chapter 11 on Aug. 3, 2009 (Bankr. E.D. Tex. Case No. 09-42470).
Bill F. Payne, 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.


JIM BABCOCK: Wants Schedules Filing Extended Until September 1
--------------------------------------------------------------
Jim Babcock asks the U.S. Bankruptcy Court for the Eastern
District of Texas to extend until Sept. 1, 2009, the time to file
its schedules of assets and liabilities ans statement of financial
affairs.

Valley View, Texas-based Jim Babcock dba Babcock Ranch filed for
Chapter 11 on Aug. 3, 2009 (Bankr. E.D. Tex. Case No. 09-42470).
Bill F. Payne, 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.


KOPPERS INC: S&P Changes Outlook to Stable, Affirms 'B+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Pittsburgh, Pennsylvania-based Koppers Inc. and its
parent company, Koppers Holdings Inc., to stable from positive.
S&P affirmed S&P's 'B+' corporate credit ratings on each company
and the issue-level ratings on Holdings' senior discount notes and
Koppers' senior secured second-lien notes.

At the same time, S&P revised the recovery rating on Koppers'
senior secured second-lien notes to '4', indicating S&P's
expectation for average (30% to 50%) recovery in the event of a
payment default, from '3'.

S&P is also assigning a preliminary 'B-' senior unsecured debt
rating to Holdings' $325 million universal replacement shelf
registration filed on Aug. 13, 2009.  Holdings or Koppers may
offer secured or unsecured debt securities under this shelf.

"The outlook revision reflects Koppers' weaker-than-expected
operating performance in recent quarters and S&P's expectation of
continued challenging business conditions resulting from the
global recession," said Standard & Poor's credit analyst Henry
Fukuchi.

S&P expects the current economic conditions to continue to dampen
operating results, particularly within the carbon materials and
chemicals segment in North America and Europe.  The railroad and
utility products segment should continue to provide stable results
throughout 2009.  In addition, S&P expects the company's cash flow
generation to be somewhat weaker as the $203 million senior
discount notes become cash pay in November 2009.

In light of the difficult operating environment, S&P expects
Koppers to continue to reduce costs, take advantage of
consolidation opportunities, and maintain flexibility to respond
to uncertain end markets.  Although there may be some
deterioration in its financial profile in the near-term, S&P
expects Koppers to maintain key credit metrics, adequate
liquidity, and a financial policy consistent with the ratings.


LAVATEC INC: Can Borrow Up to $1 Million From President
-------------------------------------------------------
U.S. Bankruptcy Court for the District of Connecticut has approved
Lavatec, Inc.'s request to borrow up to $1 million from company
president Samir Tadros, court documents say.

According to court documents, Lavatec will use the money "for
working capital and for specified operating costs."

Lavatec said in court documents that "without the proposed
financing, the Debtor . . . will not have the funds necessary to .
. . fund any shortfalls in its operating budget and purchase
additional inventory and parts" previously supplied by now-defunct
equity owner Lavatec GmbH.

Citing Mr. Tadros, Bruce Beggs at American Laundry News reports
that Lavatec had reorganized its operations after an insolvency
proceeding in Germany.

Mr. Tadros said that Lavatec remains committed to serving U.S.
customers through its Connecticut plant and through the plant of
Washex, another laundry equipment manufacturer owned by Lavatec
GmbH, in Texas, American Laundry states.  According to the report,
Mr. Tadros said that more than 50% of the equipment manufactured
by the two companies is installed in the U.S.

Naugatuck, Connecticut-based Lavatec, Inc., manufactures
industrial laundry equipment with installations across the U.S.
The Company filed for Chapter 11 bankruptcy protection on July 24,
2009 (Bankr. D. Conn. Case No. 09-32004).  Dean W. Baker, Esq., at
Law Offices of Dean W. Baker assists the Company in its
restructuring efforts.

American Laundry News says that Lavatec listed $3.5 million in
assets and $5.5 million in debts.  Lavatec estimated that it has
100 to 199 creditors, according to the report.


LEAR CORP: Committees Supported Approval Of Operational Motions
---------------------------------------------------------------
The Official Committee of Unsecured Creditors and the Ad Hoc
Committee of certain holders of 8.5% senior notes due 2013, 5.75%
senior notes due 2014, and 8.75 senior notes due 2016 issued by
Lear Corporation, filed with the Court separate statements in
support of final approval of numerous operational motions.  The
Operational Motions include, among others, motions relating to
the Debtors' critical and foreign vendors, adequate assurance to
their utility service providers, continuation of their cash
management system, payment of prepetition wages and benefits, and
maintenance of the Debtors' prepetition customer programs.  The
Ad Hoc Committee believes the Operational Motions are consistent
with, and essential to the implementation of, the global
compromise reflected in the pre-negotiated plan of
reorganization.

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of US$1,270,800,000 against
debts of US$4,536,000,000.

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


LEAR CORP: Identifies 100+ Contracts for Assumption
---------------------------------------------------
On July 31, 2009, Lear Corp. and its affiliates notified the Court
that they seek to assume various contracts and leases, schedules
of which are available for free at:

    http://bankrupt.com/misc/Lear_AssumeContracts1.pdf
    http://bankrupt.com/misc/Lear_AssumedContracts2.pdf

However, the Debtors withdrew the notices without prejudice to
file corrected notices of assumption.

Accordingly, from July 31 through August 7, 2009, the Debtors
notified the Court that they seek to assume more than 100
executory contracts and unexpired leases.  The Debtors have
determined that the Contracts and Leases are beneficial to their
estates.

The executory contracts to be assumed are:

Contract Counterparty                           Cure Amount
---------------------                           -----------
Johnson Controls, Inc.                            6,215,415
TK Holdings                                       3,596,913
Yazaki North America, Inc.                        2,866,908
Fisher Dynamics                                   1,641,859
Jay Industries                                    2,376,966
Leoni Cable Inc.                                  2,289,876
Aunde Group                                       1,200,774
Keyang Electric Machinery Co.                       952,126
Bridge of Weir Leather Company Ltd.                 871,941
Pullman de Puebla S.A. de C.V.                      810,256
Guilford Mills                                      763,069
Bader de Mexico, S.A. de C.V.                       652,685
Eagle Ottawa Brasil                                 578,819
MAC North Pacific Inc.                              556,534
CRH North America                                   363,687
Zenda Mexico                                        336,691
BOS Automotive Products Mexico S.A. de C.V.         297,659
Power-Sonic Corporation                             292,829
Federal Mogul Corporation                           238,278
Kwang Jin Wintech Co. Ltd.                          232,905
Windsor Machine and Stamping                        224,344
Continental Midland LLC                             211,640
Central Carolina Products                           211,411
CNI Inc.                                            168,071
Plymouth Yongle Tape                                165,818
Greystone                                           156,076
Davison Rite                                        142,294
GST Autoleather, Inc.                               138,099
Great Lakes Trim                                    132,184
Pearl Leather Finishers Inc.                        113,941
Dipol Automotive                                     99,718
Lorentson Manufacturing Company Inc.                 87,837
Mercantil de Perfiles Perez, S.A.                    83,921
Tucker Industries                                    83,832
Aurora Circuits LLC                                  83,531
Alcantara SpA                                        81,948
JR Manufacturing                                     81,712
Bridgewater Interiors                                74,025
M.K. Chambers Company                                67,564
H.R. Technologies Inc.                               65,947
Tegrant Corporation                                  54,220
Cavist Corporation                                   51,800
Chroma Systems Solutions Inc.                        51,094
MacLean Vehicle Systems                              49,993
Unitech                                              48,459
Bostik, Inc.                                         46,246
Ridgeview Industries                                 45,259
Keyah International Trading                          42,554
Marquette Tool and Die                               41,107
Roush Manufacturing                                  37,196
Miko SRL                                             30,649
Reiter Automotive North America                      29,344
Engineered Components and Lubricants                 28,594
Spiratex Company                                     28,533
Transformadora de Perfiles                           27,499
F.C. Brengman & Associates                           27,354
Duck Boo International Co., Ltd.                     26,678
Danlaw Incorporated                                  25,328
Eastern Sintered Alloys Inc.                         24,280
Tesa Cape Inc.                                       22,559
Jasper Rubber Products                               21,920
Huf Husbeck and Furst GmbH and Co KG                 21,089
Semblex Corporation                                  19,455
Fatromex                                             19,397
Uniwell Electronic Ltd.                              19,056
A.F.I. Industries                                    17,361
Rowa T. Rothmund GmbH and Co. KG                     16,910
All-Rite Industries                                  15,163
Stabilus                                             15,062
Production Spring                                    14,256
LTC Roll Forming                                     13,572
RACSA Wren                                           13,332
Tella Tool & Mfg. Co.                                12,069
Suajes y Preparaciones SA de CV                      11,783
Circuitronix, LLC                                    11,760
Spirol International Corp.                           11,140
Soucy Rivalair Inc.                                  10,240
Hongfa America, Inc.                                 10,104
REFA Mexicana                                         9,414
Michigan Industrial Service Corporation               8,114
Gladwin Metal Processing                              6,886
JIT Supply Company                                    5,770
NDK America, Inc.                                     5,470
Insight                                               5,006
American Colors                                       4,255
Proto FAB Inc.                                        4,236
Duggan Manufacturing                                  3,787
World Products Inc.                                   3,145
Great Lakes Tape Corp.                                2,335
Malibu Technologies, Inc.                             2,302
Chin Poon Industrial Co., Ltd                         2,300
Nelson Stud Welding Inc.                              1,455
Bralo Mexico, SA de CV                                1,398
Daishinku                                             1,345
Philatron International                               1,280
Westex Coatings                                         945
Fastenrath                                              772
Hartford Technologies                                   640
Hokuriku USA Ltd (HDK America, Inc.)                    420
Creative Foam Corp.                                     350
Backer Landscaping, Inc.                                  0
Lavin Lawn Care                                           0
Novaquest Finishing Inc.                                  0
Pacific Insight                                           0
TK Holdings, Inc.                                         0
TK Holdings, Inc.                                         0
Johnson Controls Automotriz
Johnson Controls Injection Molding LLC           EUR307,046
Borg Instruments AG                            MXN3,852,683

NDK America, Inc., disputes and objects to the Debtors' proposed
cure amount for the assumption of its contracts with the Debtors.
NDK asserts that the correct cure amount is $10,920.

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of US$1,270,800,000 against
debts of US$4,536,000,000.

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


LEAR CORP: Proposes to Retain Hay Group As Advisor
--------------------------------------------------
The Official Committee of Unsecured Creditors in Lear Corp.'s
cases seeks the Court's authority to retain Hay Group, Inc., as
its compensation advisor effective as of July 24, 2009.  The
Committee has selected Hay Group because of the firm's extensive
experience and knowledge with executive compensation programs for
troubled companies, particularly in the auto industry.

Hay Group will review, analyze, and serve as expert witness
regarding one or more compensation program that have been or may
be proposed by the Debtors for certain employees.  Specifically,
Hay Group will:

  (a) discuss with the Committee and its team to obtain relevant
      background information;

  (b) examine, analyze materials furnished regarding the
      compensation proposals or arrangements as desired;

  (d) prepare a report that contains findings and reviews; and

  (e) prepare and testify as an expert witness in the Debtors'
      bankruptcy proceedings.

The Debtors will pay Hay Group in accordance with the firm's
current hourly rates:

  Professional                 Rate/Hour
  ------------                 ---------
  Irving S. Becker               $750
  William Gerek                  $625
  Brian Tobin                    $625
  Other Senior consultants       $550-$625
  Consultants                    $375-$455
  Associate Consultants          $275-$330
  Analyst                        $200-$250

Hay Group will also be entitled to receive a 12% administrative
fee that will be calculated upon the total hours billed for the
month compensation is being sought to cover administrative
support, telephone charges, printing, research, among others.
In addition to the professional fees, the Debtors will reimburse
Hay Group for actual and necessary expenses.

Irving S. Becker, head of Hay Group, Inc., in Jersey City, New
Jersey, assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, and does not hold or represent any interest
adverse to the Committee with respect to the matters upon which
it is to be employed.

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of US$1,270,800,000 against
debts of US$4,536,000,000.

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


LEHMAN BROTHERS: Foreign Subsidiaries' Bar Date Extended to Nov. 2
------------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors and the
other parties to the Cross-Border Insolvency Protocol for the
Lehman Brothers Group of Companies dated May 12, 2009, ask the
U.S. Bankruptcy Court for the Southern District to approve a
stipulation they entered into, which provides that:

  (a) The Bar Date and Questionnaire Deadline for the Foreign
      Protocol Signatories with respect to the entities they
      represent will be November 2, 2009, at 5:00 p.m.
      (prevailing Eastern Time).

  (b) The Foreign Protocol Signatories will be obligated to
      comply with all other provisions of the Bar Date Order,
      including, but not limited to, the procedures for filing a
      proof of claim against the Debtors.

The signatories are:

Representatives                  Lehman Foreign Units
---------------                  --------------------
Rutger Schimmelpenninck,         Lehman Brothers Treasury Co.
in his capacity as bankruptcy    B.V.
trustee

Edward Simon Middleton as        Lehman Hong Kong Group,
one of the Joint and Several     Lehman Brothers Asia Holdings
Liquidators                      Limited, Lehman Brothers Asia
                                  Limited, Lehman Brothers
                                  Futures Asia Limited, Lehman
                                  Brothers Securities Asia
                                  Limited, LBQ Hong Kong Funding
                                  Limited, Lehman Brothers
                                  Nominees (H.K.) Limited,
                                  Lehman Brothers Asia Capital
                                  Company, and Lehman Brothers
                                  Commercial Corporation Asia
                                  Limited

  Chay Fook Yuen for himself,     Lehman Singapore Group,
  Yap Cheng Ghee and Tay Puay     Lehman Brothers Investments
  Cheng, as Joint and Several     Pte. Ltd., Lehman Brothers
  Liquidators                     Finance Asia Pte. Ltd., Lehman
                                  Brothers Commodities Pte.
                                  Ltd., Lehman Brothers Pacific
                                  Holdings Pte. Ltd., Sail
                                  Investors Pte. Ltd., Lehman
                                  Brothers Asia Pacific Holdings
                                  Pte. Ltd.

  Dr. Michael C. Frege in his     Lehman Brothers Bankhaus AG
  capacity as insolvency          and Lehman Brothers Bankhaus
                                  AG

  Neil Singleton, as one of the   Lehman Australia Group,
  joint and several               Lehman Brothers Australia
  administrators                  Granica Pty Limited, Lehman
                                  Brothers Real Estate Australia
                                  Commercial Pty Limited, Lehman
                                  Brothers Australia Real Estate
                                  Holdings Pty Limited, Lehman
                                  Brothers Australia Finance Pty
                                  Limited, Lehman Brothers
                                  Australia Holdings Pty
                                  Limited, Lehman Brothers
                                  Australia Limited, LBHV 1 Pty
                                  Limited, HV 1 Pty Limited, HV
                                  2 Pty Limited

  James W. Giddens, as Trustee    Lehman Brothers Inc.
  for the Liquidation under
  the Securities Investor
  Protection Act

  Mr. Michiel R.B. Gorsira in     Lehman Brothers Securities
  his capacity of Court-          N.V.
  appointed receiver

  PricewaterhouseCoopers Ltd.,    Lehman Brothers Finance
  Zurich, Christiana Suhr-        AG, in liquidation, a/k/a
  Brunner and Pascal Portmann,    Lehman Brothers Finance SA
  appointed bankruptcy
  administrators

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEHMAN BROTHERS: Proposes Citadel as Data Consultant
----------------------------------------------------
Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code,
Lehman Brothers Holdings Inc. and its affiliates seek court
approval to engage Citadel Solutions LLC as their data processing
and workflow automation consultant on an interim basis.

The Debtors tap the firm to help them in utilizing the
information technology infrastructure, which they sold to
Barclays Capital Inc. as part of the sale of their North American
business to the U.K. bank.

The Debtors use the IT infrastructure to provide internal support
to their businesses and to manage asset portfolios of their
clients.  After their employees, who were familiar with the
technology, transferred to Barclays as part of the sale, the
Debtors have depended on the U.K. bank to help them access the
infrastructure.

Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
says that outsourcing the Debtors' data processing and workflow
automation needs would help the Debtors reduce the costs of
administering their estates.

"By outsourcing their requirements to a third party such as
Citadel, the Debtors believe they can save approximately
[$10 million] annually and have access to more efficient platform
than currently available to the Debtors," Mr. Krasnow says.

As consultant, Citadel is tasked to gather and review background
information to prepare for data processing and workflow
automation; establish account structure for the firm's services;
configure the Debtors' technology platform to facilitate
interaction with and for counterparties and providers; convert
certain live portfolio data; and train LBHI's staff to prepare
for live data processing.

Citadel will be paid at an hourly rate, which will be benchmarked
against the average cost for the type of services provided by
other administrators and service providers.  The firm's hourly
rate specifically ranges from $225 for staff members to $750 for
managing directors.  In addition, Citadel will be reimbursed of
its expenses.

The hearing to consider approval of the Debtors' request is
scheduled for August 26, 2009.  Creditors and other concerned
parties have until August 21, 2009, to file their objections.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEHMAN BROTHERS: Proposes to Hire Bingham After McKee Merger
------------------------------------------------------------
In November 2008, Lehman Brothers Holdings Inc. sought and
obtained authority to employ McKee Nelson LLP as special tax
counsel.  In March 2009, the Debtors also sought and obtained
authority to employ McKee for additional securitization and
capital markets matters.

McKee combined with Bingham McCutchen LLP effective August 1,
2009.  As a result of the combination, all of the McKee attorneys
who previously represented the Debtors are now partners, counsel
or associates of Bingham, and they will continue to represent the
Debtors in these matters.

By this application, the Debtors seek the Court's authority to
employ Bingham McCutchen as special counsel, nunc pro tunc to
August 1, 2009.

At the direction of the Debtors, Bingham has performed work on
the Debtors' tax controversy, securitization and capital markets
matters in good faith beginning on August 1, 2009, to properly
advance and protect the interests of the Debtors.

The Debtors will pay Bingham at its regular hourly rates for
legal and non-legal personnel, and reimburse the firm for all
reasonable and necessary expenses.  Bingham's hourly rate
structure for its domestic offices:

     Partners and Of Counsel           $605 to $995
     Associates and Counsel            $300 to $590
     Paraprofessionals                 $215 to $305

Bingham will not charge rates in excess of rates previously
charged by McKee in connection with the Debtors' Chapter 11
cases, except to the extent any increases are a result of the
Firm's annual adjustments.

Rajiv Madan, Esq., a partner at Bingham McCutchen LLP, assures
the Court that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Mr. Madan discloses that as of June 30, 2009, McKee had billed
the Debtors approximately $6,305,000 for fees and expenses
related to tax matters and $311,900 for fees and expenses related
to securitization and capital markets matters.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEHMAN BROTHERS: Proposes Windels Marx as Counsel
-------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliates seek the
Bankruptcy Court's authority to employ Windels Marx Lane &
Mittendorf, LLP, as special counsel, nunc pro tunc to May 1, 2009.

Windels Marx has represented certain Debtors, including Lehman
Brothers Holdings, Inc., Lehman Commercial Paper, Inc., and LB
Rose Ranch LLC, in connection with various real estate
transactions and ancillary matters, including matters relating to
mortgage loans, equity investments, mezzanine debt, loan
restructurings, and mortgage foreclosures.

Windels Marx had previously been performing legal services on
behalf of the Lehman Entities as an Ordinary Course Professional.
Windels Marx has exceed the $150,000 monthly compensation cap for
OCPs, thus the Debtors seek to employ Windels Marx under Sections
327(e) and 328(a) of the Bankruptcy Code.

The Debtors will pay Windels Marx in accordance with the firm's
hourly rates:

     Partners          $440 to $700
     Counsel           $365 to $495
     Associates        $315 to $410
     Paralegals        $170 to $235

Robert A. Rossi, Esq., a member of Windels Marx Lane &
Mittendorf, LLP, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

Mr. Rossi, however, discloses that the Debtors owe Windels Marx
approximately $2,857,393 in unpaid fees and expenses from the
Debtors for prepetition services rendered by Windels Marx
unrelated to the Chapter 11 cases.  Windels Marx has not received
payment of any of these outstanding amounts.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEHMAN BROTHERS: Seeks to Compel AIG to Honor ISDA Master Pact
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors ask the
Court to compel AIG CDS Inc. to honor its obligations under an
agreement with Lehman Brothers Special Financing Inc.

AIG and LBSF entered into an ISDA Master Agreement on July 14,
2004, which governs about 125 separate credit derivative
transactions.  LBHI serves as the credit support provider under
the agreement.

The Debtors made the move following the failure of AIG to perform
its obligations including payment of $9,130,706, in connection
with the occurrence of so-called "credit events" under the
derivative transactions.  The credit event occurred upon the
bankruptcy filing of LBHI and LBSF.

Attorney for the Debtors, Jayant Tambe, Esq., at Jones Day, in
New York, says LBSF's right to receive the payments under the
master agreement is property of the estate and that AIG's failure
to make the payments is a violation of the bankruptcy protection.

"AIG's failure to make the payments owed to LBSF is an
impermissible exercise of control over property of the estate,
exposing AIG to contempt of Court," Mr. Tambe says.  He adds that
LBSF faces continuing market risk due to AIG's failure to perform
its obligations.

The hearing to consider approval of the Debtors' request is
scheduled for October 14, 2009.  Creditors and other concerned
parties have until October 1, 2009, to file their objections.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEHMAN BROTHERS: Still Fixing Discrepancies in Info on Securities
-----------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Lehman Brothers Holdings Inc. said that the bank and
its unit, Lehman Brothers Inc., cannot yet compile an accurate
accounting of Section 13(f) securities held due to the sale of
their assets comprising their business since September 15, 2008.

LBHI also blamed the commencement of various administrative or
civil rehabilitation proceedings of subsidiaries comprising parts
of its European and Asian businesses, which it said, have
resulted in portions of its securities trading records and
systems as well as those of LBI unavailable to, and non-
accessible by, the companies.

"As a result of the sale, and actions taken by certain creditors
with respect to Section 13(f) securities that had been pledged by
the [companies] or their affiliates, as collateral to those
creditors, the [companies] cannot compile an accurate accounting
of Section 13(f) securities held," LBHI said.

LBHI said that they are currently engaged in reconciling
discrepancies in information they have with respect to Section
13(f) securities.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEHMAN BROTHERS: To Petition for Recognition in U.K. Court
----------------------------------------------------------
Following the bankruptcy filing of Lehman Brothers Holdings Inc.
and its affiliated debtors under Chapter 11 of the U.S.
Bankruptcy Code, some of their foreign units commenced
insolvency, administration or similar proceedings.

Given the global nature of their businesses, many of the assets
and activities of these foreign units and LBHI are deeply
integrated with each other and spread across different
jurisdictions.  The Lehman units recognized that the efficient
administration of each of their cases is through their
cooperation on matters that are common to their cases.

Following negotiations, LBHI and its units executed the Cross-
Border Insolvency Protocol to coordinate their proceedings.  The
protocol was approved on June 17, 2009, by the U.S. Bankruptcy
Court for the Southern District of New York.

On July 7, 2009, Lehman Brothers Special Financing Inc., one of
the U.S.-based debtors, sought authorization from the U.S.
Bankruptcy Court to act as the foreign representative of its
estate in the United Kingdom to defend itself in that country
against a series of potential litigations.  At that time, LBHI
and the other debtors hesitated to follow suit because they were
not certain of their need to seek recognition in the High Court
of Justice Chancery Division, Royal Courts of Justice in London.
They anticipated that they would request approval only if the
assistance of a foreign court would be necessary.

On July 17, 2009, the signatories to the insolvency protocol
convened their first meeting in London, where they discussed how
they might arrive at a settlement of inter-company claims through
a streamlined, multilaterally consistent, and transparent process
that reduces administrative expenses and avoids years of
potential litigation in various jurisdictions.  To arrive at a
consensual resolution of intercompany claims, the Protocol
Signatories have set forth an aggressive timeline of milestones
that will lead to a second meeting in mid-October.

In furtherance of their effort to arrive at a settlement of
inter-company claims and to assist each other in some aspects of
their proceedings in which they share mutual interests, some of
the Lehman units indicated that they may need the assistance of
the U.K. High Court as foreign debtors subject to foreign main
proceedings pursuant to the Cross-Border Insolvency Regulations
2006, which enacts into English law the United Nations Commission
on International Trade Law (UNCITRAL) Model Law on Cross-Border
Insolvency.

In light of this development, LBHI and its affiliated debtors
other than LBSF, seek authority from the U.S. Bankruptcy Court to
act as the foreign representatives of their estates in the U.K.;
seek recognition of their Chapter 11 cases on behalf of their
estates; and ask that the High Court lend assistance to the U.S.
Bankruptcy Court in protecting their estates.

The U.S. Bankruptcy Court will convene a hearing on August 26,
2009, to consider the request.  Creditors and other concerned
parties have until August 21, 2009, to file their objections.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEHMAN BROTHERS: Wants to Use $10MM As Collateral For New Bonds
---------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval to use as much as $10 million as collateral in
connection with LBHI's entry into a revolving surety bond
facility with Travelers Casualty and Surety Company of America.

Under the surety facility, LBHI will be issuing surety bonds for
various of its units.

"Access to a surety bond facility is necessary to allow [LBHI] to
conduct its real estate operations and protect its real estate
assets throughout the United States," says Alfredo Perez, Esq.,
at Weil Gotshal & Manges LLP, in Houston, Texas.  He points out
that before LBHI could obtain or renew its license to qualify as
a lending institution and to be eligible to conduct business as a
mortgage broker or lender, it is required to post a surety bond.

Some of LBHI's surety bonds and licenses had already expired
while the remainder is set to expire in the near future,
according to Mr. Perez.

Under the surety bond agreement, Travelers may issue surety bonds
up to $10 million in return for the payment of premiums to the
company according to Travelers' normal underwriting practices.
The bonds will be issued to both debtor and non-debtor affiliates
of LBHI.

In return, LBHI will provide the company a "first priority
perfected lien" in the funds to serve as collateral, which will
be held as a deposit in a cash securities account maintained at
Morgan Stanley Smith Barney LLC under the control of Travelers.
LBHI also agreed to indemnify Travelers for any loss that it may
incur in connection with the issuance of the bonds.

The surety bond agreement will be terminated if LBHI fails to
make any payment, if it sells or transfers the collateral without
Travelers' prior consent, among other things.

The hearing to consider approval of the Debtors' request is
scheduled for August 26, 2009.  Creditors and other concerned
parties have until August 21, 2009, to file their objections.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEHMAN BROTHERS: Weil Gotshal Bills $45-Mil. for Feb. to May Work
-----------------------------------------------------------------
Seventeen professionals retained in Lehman Brothers Holdings
Inc.'s cases seek the U.S. Bankruptcy Court for the Southern
District of New York's interim allowance of their application for
payment of fees and reimbursement of their expenses:

A. Debtors' Professionals:

Professional             Period            Fees      Expenses
------------             ------          --------    --------
Weil, Gotshal &          02/01/09 to  $45,227,832  $1,234,783
Manges LLP               05/31/09

Lazard Freres & Co. LLC  02/01/09 to   $7,329,000     $26,310
                         06/30/09

Curtis Mallet-Prevost    02/01/09 to   $4,230,132    $164,681
Colt & Mosle LLP         05/31/09

Jones Day                02/01/09 to   $4,119,794    $130,667
                         05/31/09

Bingham McCutchen LLP    02/01/09 to   $2,967,972    $171,034
                         05/31/09

McKenna Long &           02/01/09 to   $1,456,763    $148,190
Aldridge LLP             05/31/09

Bortstein Legal LLC      02/01/09 to   $1,448,135          $0
                         05/31/09

Huron Consulting Group   01/26/09 to     $606,674    $115,258
                         05/31/09

Reilly Pozner LLP        02/01/09 to     $447,802     $74,899
                         05/31/09

Pachulski Stang Ziehl    02/25/09 to     $189,797      $6,538
& Jones LLP              05/31/09

Simpson Thacher &        02/01/09 to     $161,072      $7,116
Bartlett LLP             05/31/09


B. Official Committee of Unsecured Creditors' Professionals

Professional             Period            Fees      Expenses
------------             ------          --------    --------
Milbank, Tweed, Hadley   02/01/09 to  $16,829,521  $1,019,754
& McCloy LLP             05/31/09

FTI Consulting Inc.      02/01/09 to   $6,690,011    $231,881
                         05/31/09

Houlihan Lokey Howard    02/01/09 to   $1,753,333     $99,265
& Zukin Capital, Inc.   05/31/09

Quinn Emanuel Urquhart   02/01/09 to     $820,579     $28,104
Oliver & Hedges, LLP     05/31/09


C. Chapter 11 Examiner's Professionals

Professional             Period            Fees      Expenses
------------             ------          --------    --------
Jenner & Block LLP       02/01/09 to  $10,797,341    $429,093
                         05/31/09

Duff & Phelps LLC        02/06/09 to   $9,434,868    $149,258
                         05/31/09

                Court Approves Fee Applications

Judge James Peck issued an order on August 13, 2009, approving
the applications for interim payment of fees and reimbursement of
expenses of 15 professionals for the period September 15, 2008 to
January 31, 2009.  A list of the professionals and the fees
approved for payment by the Court is available without charge at:

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

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LITTLE TRAVERSE: Missed Aug. 17 Payment Cues S&P's 'D' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issuer
credit and senior unsecured debt ratings on the Little Traverse
Bay Band of Odawa Indians (the Tribe) to 'D' from 'CC'.

"The rating downgrade stems from S&P's understanding, as indicated
per the indenture trustee, that the Tribe did not make the
$6.3 million interest payment on its $122 million senior notes,
due Aug. 17, 2009," said Standard & Poor's credit analyst Ariel
Silverberg.  The notes provide for a 30-day grace period during
which interest may be paid to avoid a default.  However, under
S&P's criteria, S&P considers an event of default to have occurred
on the payment date unless S&P is confident that a payment will be
made during the grace period.


LIQUIDATION WORLD: Now Compliant with Covenants After Amendment
---------------------------------------------------------------
Liquidation World Inc. said August 19 it has reached an agreement
with its lender to amend its existing loan agreement.  The
amendment includes a modification to certain financial covenants.
With the amendments now in place, the Company becomes compliant
with all of the new financial covenants on a current and
retrospective basis.  Management anticipates, based on latest
forecasts, that the Company will be in compliance with the new
terms of the lending agreement through fiscal 2010.

Seth Marks, President & CEO commented, "We view our lender's
willingness to amend the terms of the agreement as support and an
endorsement of the turn-around strategy we commenced executing in
the middle of the second quarter of fiscal 2009.  Maintaining loan
covenant compliance is a key factor in our vendor relationships
and our ability to respond quickly to inventory purchase
opportunities".

Amendments to the lending facility include: i) an increase in
interest charged on amounts drawn to prime plus 5%, ii) a
reduction in the minimum tangible net worth covenant, iii) a delay
in the requirement for the Company to comply with a fixed charge
covenant ratio to June 30, 2010, and iv) the addition of a
minimum quarterly EBITDA requirement.

                      About Liquidation World

Liquidation World (TSX:LQW) liquidates consumer merchandise
through 97 stores in Canada and the United States. The Company
solves asset recovery problems in a professional manner for the
financial services industry, insurance companies, manufacturers,
wholesalers and other organizations. Liquidation World is based in
Brantford, Ontario and maintains a number of regional buying
offices in Canada and the United States. The Company opened its
first store in Calgary, Alberta in 1986 and today, with more than
1,400 employees, is Canada's largest liquidator.


LIQUIDATION WORLD: Has Net Loss of C$5.5-Mil. Qtr Ended July 5
--------------------------------------------------------------
Liquidation World Inc. on August 19 unveiled results for the third
quarter of fiscal 2009, representing the 13-week period ended
July 5, 2009.

Revenue in Q3 2009 decreased 15.4% to C$37.0 million from C$43.8
million in Q3 2008. Same store sales in the quarter decreased 9.3%
from Q3 2008.  At the end of Q3 2009, the Company was operating 8
fewer stores than at the end of Q3 2008.

During Q3 2009, the Company recorded a net loss from continuing
operations of C$5.5 million (C$0.34 per share) versus a net loss
from continuing operations of $3.8 million ($0.46 per share)
during Q3 2008.  A significant part of the Q3, 2009 losses relate
to the Company's restructuring activities as well as its mandate
to reposition stores. Management estimates that one-time or
unusual costs incurred in the quarter totaled in excess of
C$1.7 million and included, among other things, provisions for lot
inventory write-downs, re-modeling costs, and severance costs.
These actions reflect management's vision to achieve long term
profitability, ultimately enhancing shareholder value.

On a fiscal year-to-date basis, revenue declined by 11.9% to
C$122.2 million from C$138.8 million during the same period in
fiscal 2008, and same store sales declined 5.2%. During the first
three quarters of the fiscal year, the Company recorded a net loss
from continuing operations of $14.2 million ($1.14 per
share) versus a net loss from continuing operations of $7.2
million ($0.87 per share) during the same period last year.

At July 5, 2009, the Company was in breach of the tangible net
worth covenant in the asset-based lending facility with its bank.
Subsequent to the end of the quarter, the Company reached an
agreement with its lender, which had the effect of waiving the
lender's rights under the breach, and provided certain amendments
to the lending facility. Management believes that it will be in
compliance with these revised debt covenants and terms of its
lending agreement through the balance of fiscal 2009 and fiscal
2010.

Seth Marks, President and CEO commented, "These results reflect
actions we are taking to re-position the business for longer-term
success.  Revenue and margin were impacted in the quarter by
markdowns taken to clear remaining lot inventory and aged
inventory and were a necessary part of our strategy.  In a similar
manner, store expenses as a percentage of sales were up over last
year as our associates worked to clean up, re-lay and re-
merchandise the majority of our outlets to a brighter, cleaner and
more shopable standard."

He added, "The good news is that the foundation needed to support
a profitable business is almost built. The cleanup and re-
merchandising initiative will be completed in all stores before
the end of August.  As we have liquidated aged inventory, we
have curtailed markdowns and are seeing margin improvement on our
more recent buys.  We have started to replenish our inventory with
fresh, new merchandise, and are attracting more top tier brands in
our stores, particularly in the apparel and consumables
categories."

                      About Liquidation World

Liquidation World (TSX:LQW) liquidates consumer merchandise
through 97 stores in Canada and the United States. The Company
solves asset recovery problems in a professional manner for the
financial services industry, insurance companies, manufacturers,
wholesalers and other organizations. Liquidation World is based in
Brantford, Ontario and maintains a number of regional buying
offices in Canada and the United States. The Company opened its
first store in Calgary, Alberta in 1986 and today, with more than
1,400 employees, is Canada's largest liquidator.

The Company had assets of C$36,866,000 against debts of
C$16,835,000 in debts as of July 5, 2009.


LONG BEACH: Moody's Downgrades Rating on CI 2006-WL2 NIM Notes
--------------------------------------------------------------
Moody's Investors Service has downgraded the rating of Class N-2
of Long Beach Asset Holdings Corp. CI 2006-WL2 NIM Notes to B1.
While the transaction is backed by residual payments from the
underlying subprime residential mortgage securitization, the
rating of this class is based solely on the rating of Radian
Insurance Inc -- the note insurance provider.

On July 14 2009, Moody's announced a modification to the rating
methodology it applies to structured finance securities insured by
financial guarantors.  Specifically, starting September 1, 2009,
Moody's will withdraw the ratings on those structured finance
securities insured by guarantors that have financial strength
ratings below Baa3 (that is non-investment grade) if either of two
conditions are met: Moody's is unable to determine an underlying
rating (i.e., absent consideration of the guaranty) on the
security or the issuer has requested that the guaranty constitute
the sole credit consideration.  For this transaction the rating is
purely based on the credit quality of the guaranty, and the rating
will subsequently be withdrawn on September 1st.

Moody's rating on a structured finance security insured by a
financial guarantor will continue to be at the higher of (i) the
guarantor's financial strength rating and (ii) providing that an
underlying rating can be determined the current underlying rating
on the security, regardless of whether the underlying rating is
published or not.  If the underlying rating cannot be determined
or if the issuer has requested that the guaranty constitute the
sole credit consideration, and a) providing the guarantor's
financial strength rating is Baa3 or higher, Moody's rating on a
structured finance security shall continue to be equal to the
guarantors financial strength rating, otherwise, b) as detailed
above, Moody's will withdraw the rating.

Complete list of rating actions:

Issuer: Long Beach Asset Holdings Corp. CI 2006-WL2 NIM Notes,
Series 2006-WL2

  -- Cl. N-2, Downgraded to B1; previously on 4/15/2009 A3 Placed
     Under Review for Possible Downgrade


LUNA INNOVATIONS: Delays 10-Q Filing; NASDAQ Non-Compliance Issued
------------------------------------------------------------------
Luna Innovations Incorporated said it cannot file on a timely
basis its Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2009, which was due to be filed with the Securities
and Exchange Commission by August 14, 2009.

The Company does not expect that the filing will be made within
five calendar days of the due date, as required for the extension
provided by Rule 12b-25(b) promulgated under the Securities
Exchange Act of 1934.

On August 17, 2009, the Company received a notice of deficiency
from the NASDAQ Stock Market listing qualifications department
staff indicating that the Company no longer complied with filing
requirements as set forth in Rule 5250(c)(1) as a result of the
failure to make the filing on Form 10-Q by the due date.

The Company has previously requested a hearing before the NASDAQ
Listing Qualifications Panel with respect to a previous Staff
Determination Notice from NASDAQ dated July 17, 2009 because the
Company filed for protection under Chapter 11 of the US Bankruptcy
Code on July 17, 2009.  The delisting action has been stayed
pending a hearing before the Panel, which has been scheduled for
August 27, 2009.  Since there is a pending hearing, the Company
does not qualify to provide NASDAQ with a plan of compliance
within the next 60 days with respect to the latest notice of
deficiency, and will be required to address this issue at the
hearing.  There can be no assurance that the Panel will grant the
Company's request for continued listing. Pending a decision by the
Panel, the Company's common stock will remain listed on the NASDAQ
Global Market.

                      About Luna Innovations

Headquartered in Roanoke, Virginia, Luna Innovations Incorporated
-- http://www.lunainnovations.com/-- is focused on sensing and
instrumentation, and pharmaceutical nanomedicines.  Luna develops
and manufactures new-generation products for the healthcare,
telecommunications, energy and defense markets.  Its products are
used to measure, monitor, protect and improve critical processes.

Luna Innovations, together with affiliate Luna Technologies, Inc.,
filed for Cahpter 11 on July 17, 2009 (Bankr. W.D. Virginia Case
No. 09-71811).  Attorneys at Magee Foster Goldstein & Sayers,
represent the Debtors.

The Company had $29,809,218 in assets against debts of $55,580,678
as of March 31, 2009.


LYONDELL CHEMICAL: Lenders May See Depositions in Creditor Suit
---------------------------------------------------------------
According to Bill Rochelle at Bloomberg, the secured lenders for
Lyondell Chemical won authorization from the Bankruptcy Court to
have lawyers in attendance when the Official Committee of
Unsecured Creditors takes depositions in a lawsuit it filed
against former officer, directors and lenders of Lyondell.  The
bankruptcy judge, the report relates, left open the question of
whether the banks are entitled to have Lyondell reimburse their
counsel fees.

As reported by the Troubled Company Reporter on August 3, 2009,
the Creditors Committee brought to the Bankruptcy Court a
complaint alleging, among other things, fraudulent transfer,
breach of fiduciary duty, and breach of contract, against lenders
who funded, and shareholders who obtained proceeds from, Lyondell
Chemical Company's merger with Basell AF S.C.A.  The Committee
alleges, among other things, that Leonard Blavatnik 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 US$22 billion used to acquire Lyondell
and to fund US$1 billion in transaction fees was borrowed money;
and the US$48 per share price paid to Lyondell shareholders
pursuant to the merger was an excessive price to foreclose the
possibility of a competitive bid.

                      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 US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$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: Employees Oppose Termination of Benefit Plans
----------------------------------------------------------------
In separate filings, several former employees and executives of
the Debtors ask the Court to deny the Debtors' proposed
termination of their executive benefit plans.  The Former
Employees urge the Court to exercise its authority under Section
1114 of the Bankruptcy Code.

Brian Gittings, Richard W. Park, Jeffrey R. Pendergraft and Debra
L. Starnes, former executives of Lyondell, jointly contend that
the Debtors failed to meet what Judge Robert Drain characterizes
in In re Delphi Corp., No. 05-44481 (RDD), 2009 Bankr. LEXIS 576,
as the serious factual burden to establish that the former
executives' rights under Executive Release and Settlement
Agreements are not vested and that they are not entitled to those
rights under a theory of promissory estoppel.

Bob G. Gower, former chief executive officer of Lyondell
Petrochemical Company, and Russell S. Young, former chief
financial officer of Lyondell Chemical Company, complain that the
Motion to Terminate does not represent a fair proposal made in
good faith.  Charles E. Platz, a former president of Basell NA,
Inc., stresses that a $1.5 million annual Supplemental Executive
Retirement Plan payment will not be a hardship to the Debtors,
but its cancellation will cause a disproportionate impact to the
SERP participants.

Gene Allspach, former president and chief operating officer of
Equistar Chemicals, Inc., complains that the proposed rejection
of the Executive Medical Plan and substitution of the Non-
Executive Medical Plan will modify his premiums, deductibles, and
most importantly the coverage and benefits, particularly after he
reaches the age of 65.  Randy Woelfel, former president and
chairman of the board of Basell North America, Inc. and president
of Basell USA, Inc., objects to the Debtors' proposed termination
of his supplemental pension agreement despite the fact that it is
an integral part of his pension rights under an employment
agreement with Basell USA.  In the alternative, Mr. Woelfel asks
the Court to defer the Motion to Terminate with respect to the
Supplemental Pension Agreement until the hearing on the Debtors'
Ninth Omnibus Rejection Objection, he says.

Harold A. Sorgenti, a former executive of ARCO Chemical Company,
and Ann R. Sorgenti; and Donald W. Wood, an executive retiree of
Arco, argue that the Motion to Terminate will deprive them of
their vested rights in the Debtors' Executive Life Insurance
Program.  They urge the Court to deny the Debtors' elimination of
the Executive Medical Plan and substitute coverage equal to the
Debtors' active employees.  Susan A. Millstone, widow of Robert
Millstone, a former employee of Arco Chemical Company,
predecessor-in-interest of Lyondell, further insists that she is
entitled to medical, death or survivor benefits that fully
accrued as of Mr. Millstone's death.  Regenia Jahnke, widow of
Ernest G. Jahnke, Jr., a former employee of Arco Chemical,
objects to the Debtors' termination of a Special Retirement
Allowance offered by Arco to Mr. Jahnke, or benefit payments to
Mrs.Jahnke.

At the behest of retired president and chief executive officer of
Lyondell-CITGO Refining Co., William E. Haynes, Judge Gerber had
extended the objection deadline to the Motion to Terminate last
August 7, 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 US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$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: Order on DIP Amendment for "Scrivener's Error"
-----------------------------------------------------------------
Judge Robert Gerber of the United States Bankruptcy Court for the
Southern District of New York authorized Lyondell Chemical
Company and its affiliates' entry into a "second amendment" of
the DIP Credit Agreement with the DIP Lenders.

The Debtors are authorized to pay the administrative agent for
the Roll-Up DIP lenders any arrears in interest payments that may
become due as a result of the Second DIP Amendment.

Moreover, this order dated August 13, 2009 will supplement the
Final DIP Order, and the Final DIP Order, as supplemented, will
remain in full force and effect.

Prior to entry of the DIP Second Amendment Order, the Debtors and
UBS AG, Stamford Branch, as administrative agent under the DIP
Term Loan Agreement, separately responded to the objections filed
by the Official Committee of Unsecured Creditors, and The Bank of
New York Mellon Trust Company, N.A.

Debtors' counsel Mark C. Ellenberg, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, disclosed that the Second DIP
Amendment would require the Debtors to make a catch-up interest
payment to the Roll-Up DIP Loans of between $5 million and $6
million.  He pointed out that while the Debtors are not eager to
pay an additional $5 million to $6 million in interest, the
corrections contemplated by the Second DIP Amendment are
consistent with the parties' original business understanding.  He
also assured the Court that the costs to the Debtors of the
Second DIP Amendment going forward will be nominal because the
vast majority of the outstanding Roll-Up DIP Loans will accrue
interest at the Eurocurrency Rate, not the amended Base Rate.
Indeed, the Debtors expect the Base Rate to apply to a de minimis
amount of Roll-Up DIP Loans in future periods, resulting in an
additional monthly cost of no more than $1,000, he notes.

Mr. Ellenberg also insisted that the DIP Second Amendment
addresses a scrivener's error, not a renegotiated business term
as alleged by the Committee.  He explained that this drafting
omission was overlooked at the time the lengthy and complex DIP
Credit Agreement was negotiated.  An amendment was not brought to
the Court for approval at an earlier date because the Debtors
wanted the First DIP Amendment to be approved by the DIP Lenders
first, he added.  He also stressed that the DIP Lenders
conditioned the concessions in the First DIP Amendment on court
approval of the Second DIP Amendment.  The First DIP Amendment
permits the Debtors, among others, to (i) participate in the GM
Receivables purchase program; (ii) continue the normal operating
practice of supporting the nondebtor PD Glycol joint venture
through a $7 million investment; (iii) make continued investments
in the Lyondell Bayer MM VOR joint venture; and (iv) permit the
continuation of guarantees with respect to the Debtors' Saudi
joint ventures.

On behalf of UBS, Kathrine A. McLendon, Esq., at Simpson Thacher
& Bartlett LLP, in New York, asserted if the modifications
contemplated by the First DIP Amendment are not effectuated, the
Debtors will be in breach of one or more obligations under the
DIP Credit Agreement or will have to modify their operations, she
stresses.  She also commented that BoNY's objection is a
reiteration of its complaints about the DIP Credit Agreement.
Correcting the Base Rate floor to comport with the parties'
agreement that the Roll-Up DIP Loans carry interest at the same
rate as the Senior Credit Facility loans does not result in the
Debtors "paying a higher interest rate" or a "windfall" to
holders of the Roll-Up DIP Loans, she clarifies.  It simply
permits retroactive payment of the same interest rate the lenders
under the Senior Credit Agreement were paid between January 2009
and June 2009, and which the parties intended at the time they
entered into the DIP Term Loan Agreement would apply to the DIP
Roll-Up Loans, she explained.

The Debtors and UBS thus asked the Court to approve the DIP
Second Amendment and overrule the objections.

               Debtors Contemplate DIP Extension

http://www.reuters.com/article/mergersNews/idUSN0432884620090804

According to a report dated August 4, 2009, Lyondell is seeking
an extension of its DIP Facility from December 15, 2009 to
January 31, 2009, Reuters disclosed.  Lyondell's DIP Facility
matures on December 15, 2009.

Lyondell's DIP extension request was mentioned by the Creditors'
Committee at a hearing on the action commenced by the Committee
against certain of the Debtors' secured lenders and officers,
Reuters said.  Citibank N.A., administrative agent of a $1.54
billion DIP Facility of Lyondell, confirmed the Debtors' request,
Reuters noted.

Lyondell spokesperson David Harpole stated that the extension
request has not been approved, Reuters cited.  However, he
commented that the Debtors are intent to complete their
reorganization by the end of 2009, but may opt for an extension
to accommodate trial on the Committee Action, Reuters related.

                      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 US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$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: Parent Appoints Glidden As Chief Legal Officer
-----------------------------------------------------------------
LyondellBasell named Craig Glidden as executive vice president
and chief legal officer, effective August 15, 2009, according to
a company statement.

Mr. Glidden will be based in Houston.

"I'm delighted that Craig will be joining our leadership team at
this critical time in our company's history," said Jim Gallogly,
CEO of LyondellBasell.

"I'm looking forward to the opportunities ahead as we rebuild
LyondellBasell and continue to progress toward emergence from
Chapter 11 protection," said Mr. Glidden.

Mr. Glidden was most recently senior vice president, general
counsel and corporate secretary of Chevron Phillips Chemical
Company.  Prior to joining Chevron Phillips Chemical, he was in
private law practice focusing on the litigation and arbitration
of complex commercial disputes.

Mr. Glidden began his legal career in 1983 as an associate with
Shackleford, Farrior, Stallings & Evans in Tampa, Florida.  In
1988, he joined Beirne, Maynard & Parsons LLP, where he became a
partner specializing in energy and commercial litigation. In
1996, he formed his own law firm, Glidden Partners LLP.  He is
the author of two multi-volume treatises on commercial litigation
in Texas.

Mr. Glidden received a bachelor of arts degree in political
science from Tulane University in 1980, graduating magna cum
laude and Phi Beta Kappa.  He obtained a juris doctor degree with
high honors from Florida State University in 1983, where he
served as editor-in-chief and managing editor of the Florida
State University Law Review.  He is licensed to practice in Texas
and Florida, and is a member and past Chair of The General
Counsel Forum.

                      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 US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$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 Employment Pact With New CFO
--------------------------------------------------------
Lyondell Chemical Co. and its affiliates ask the Bankruptcy Court
to approve the compensation terms of C. Kent Potter, as newly
appointed worldwide chief financial officer of the Debtors and
their non-debtor affiliates.

Mr. Potter will be an employee of Lyondell Chemical Company who
is also a member of the board of managers of LyondellBasell AFGP
S.a.r.l., the general partner of LyondellBasell Industries AF
S.C.A.

Alan S. Bigman recently resigned as LyondellBasell's CFO,
effective as of August 1, 2009.  After a thorough selection
process, the Debtors selected Mr. Potter as their CFO because of
his diverse experience, extensive knowledge of the industry and
impressive financial acumen.  As LyondellBasell's CFO, Mr. Potter
will (i) assist the CEO in implementing the financial planning
goals of the Debtors' restructuring activities; (ii) oversee the
financial activities of the Debtors, including credit control,
budget preparation, expenditure and liquidity monitoring; and
(iii) report financial performance to the CEO and Supervisory
Board.

LyondellBasell has employed Mr. Potter as an at-will employee
without a formal employment agreement.  Mr. Potter will be paid:

(a) a base salary of $700,000 per year;

(b) a signing bonus of $500,000 to compensate Mr. Potter for
    amounts forgone by leaving his existing positions and
    accepting the CFO position;

(c) a prorated bonus guaranteed at a target level of 100% of
    Base Salary; and

(d) an annual bonus target of 170% of Base Salary; provided,
    that the CEO maintains discretion to propose additional
    compensation to LyondellBasell's Supervisory Board
    Remuneration Committee.

Mr. Potter will not be eligible for the Debtors' Management
Incentive Plan, nor will he be eligible for mid-term or long-term
bonus awards.  However, Mr. Potter will receive benefits
generally available to LyondellBasell's other senior executives,
including medical benefits, disability benefits, and the right to
participate in LyondellBasell's 401(k) plan.

Although the Debtors do not believe that Mr. Potter's appointment
as CFO requires Court approval, out of an abundance of caution,
they are filing a formal request for approval.  To the extent Mr.
Potter's proposed compensation represents a use of the Debtors'
property outside the ordinary course of business pursuant to
Sections 105(a) and 363(b) of the Bankruptcy Code, the Debtors
ask the Court to approve Mr. Potter's proposed compensation under
those provisions.

Andrew M. Troop, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, notes that Mr. Potter has proven that he can work well
with LyondellBasell's newly appointed chief executive officer,
James Gallogly, which will allow him to assist the CEO in
implementing the financing planning goals of the Debtors'
restructuring for the benefit of the Debtors' estates.  Indeed,
Mr. Potter was Mr. Gallogly's CFO during Mr. Gallogly's tenure as
president and chief executive officer of Chevron Phillips
Chemical Company, LLC.  Accordingly, the appointment of Mr.
Potter as LyondellBasell's CFO is clearly in the best interest of
the Debtors' estates and creditors, Mr. Troop insists.  Moreover,
the Debtors believe that Mr. Potter's compensation is reasonable
in light of the services he will provide and is commensurate with
the compensation packages received by CFOs of companies similar
in size to LyondellBasell, he maintains.

                      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 US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$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: Says Incentive Plan to Improve Value of Biz
--------------------------------------------------------------
Lyondell Chemical Co. and its affiliates say the proposed
Management Incentive Plan is a sound exercise of their business
judgment because compensation under the MIP is directly linked to
key business performance metrics whose achievement will improve
the value of their businesses.

In response to the Official Committee of Unsecured Creditors and
the United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International
Union, Lyondell's counsel, Christopher R. Mirick, Esq., at
Cadwalader, Wickersham & Taft LLP, in New York, argues that no
basis exists to exclude Alan S. Bigman, Edward J. Dineen, C. Bart
de Jong, James W. Bayer, and Michael P. Mulrooney -- defendants in
the Committee's complaint against certain of the Debtors' lenders
and directors -- from the Management Incentive Plan.  He
emphasizes that the Officers play critical roles in the Debtors'
reorganization and it is within the Debtors' discretion to provide
those officers with fair compensation.

Similarly, Mr. Mirick contends that the Retention Plan is
designed to reduce the attrition of valuable employees who have
opted for other opportunities.  He maintains that the costs of
the Retention Plan are reasonable given that retaining those
employees is essential to the short-term and long-term survival
of the Debtors' business.  He further notes that the
Discretionary Bonus Plan is simply a modified continuation of the
Debtors' prepetition compensation structure, which allowed for
discretionary special performance awards to recognize
extraordinary contributions by individual employees.  He also
points out that the Hardship Plan is a goodwill gesture to former
employees and their dependents who are in dire financial
circumstances.  Pursuant to discussions with the Debtors'
creditor constituencies, the Debtors have agreed to cap the
Hardship Plan at $2 million, he discloses.

Against this backdrop, the Debtors ask the Court to grant their
Motion to Approve Employee Incentive Program and overrule the
objections.

                      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 US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$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: Wants to Continue Payments From D&O Policies
---------------------------------------------------------------
In the ordinary course of business, the Debtors maintain several
insurance policies from third-party insurance carriers providing
coverage for claims relating to property, casualty, workers'
compensation, and directors and officers' liability.  Although
many of the claims for which the coverage is available under the
Insurance Policies are stayed during the pendency of the Debtors'
Chapter 11 cases, certain claims are not.

Pursuant to a court order dated July 27, 2009, the Official
Committee of Unsecured Creditors was granted standing to assert
claims belonging to the Debtors' estates against various parties,
including claims for breach of fiduciary duty against certain
current and former officers and directors of the Debtors and
their predecessors-in-interest. Moreover, under the Debtors'
charters and by-laws, the Debtors are obligated to indemnify the
officer and director defendants for any costs incurred in
connection with the defense of those claims.

The Director and Officer liability insurance coverage insures
only the Debtors' directors and officers and does not include
coverage for the Debtors themselves.  The insurers agree to pay
proceeds to third parties "on behalf of" Debtors.  The Debtors do
not believe that an order is a necessary prerequisite to their
officers and directors being able to access insurance proceeds to
cover defense costs for Exempt Insured Cases.  However, certain
insurers have disagreed with the Debtors' position.

Accordingly, pursuant to Sections 362 and 363 of the Bankruptcy
Code, the Debtors ask the Court:

  (i) to modify the automatic stay to permit the Debtors'
      insurers to pay or reimburse any covered prepetition or
      postpetition defense costs incurred in connection with the
      defense of actions that are not subject to the automatic
      stay, including any adversary proceedings -- known as
      Exempt Insured Cases; and

(ii) to allow the Debtors to satisfy certain prepetition and
      postpetition claims of their counsel for fees and expenses
      incurred in the defense of Exempt Insured Cases to the
      extent that those fees and expenses are covered by
      insurance and the relevant insurer agrees to pay or
      reimburse the Debtors for those claims.

Andrew M. Troop, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, stresses that it is imperative that the Debtors be able
to access available insurance coverage to defray the costs
associated with the continuing defense of Exempt Insured Cases.
Disruption in the Debtors' insurance coverage could jeopardize
the Debtors' ability to adequately defend claims and is necessary
to preserve assets of the estate for the benefit of all
creditors, he points out.  In light of the direct and substantial
benefit that the Debtors' insurance coverage provides the
Debtors' estates, cause exists for the Court to grant the
Debtors' request, he maintains.

Judge Gerber will hear the Debtors' Defense Costs Motion today.

                      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 US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$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)


MICHAEL VICK: NFL Comeback Game & Plan Hearing on Same Day
----------------------------------------------------------
Tom Robinson at The Virginian-Pilot reports that Michael Vick's
first exhibition game with the Philadelphia Eagles and the
confirmation hearing at the U.S. Bankruptcy Court for the Eastern
District of Virginia for his reorganization plan will both be held
on August 27.

According to The Virginian-Pilot, Mr. Vick must testify in
bankruptcy court in Newport News city in the Hampton Roads region
of Virginia at 9:30 a.m. on August 27.  He will then be eligible
to play in his first exhibition game with his new NFL team, the
Philadelphia Eagles, in Philadelphia, at 7:00 p.m., says the
report.

The Virginian-Pilot quoted Paul Campsen, the Norfolk bankruptcy
attorney who represents Mr. Vick, as saying, "We expect Michael to
be here and to testify.  We expect to be finished by early
afternoon."

The Virginian-Pilot notes that if the court hearing ends by
1:00 p.m., Mr. Vick has only a few commercial airline options that
could get him to Lincoln Financial Field with time to spare before
kickoff:

     -- a scheduled 70-minute U.S. Airways flight from Newport
        News to Philadelphia that leaves at 3:10 p.m.;

     -- a 4:32:00 p.m. departure that lands at 5:25 p.m.; and

     -- a direct flight at 3:22 p.m. from Norfolk arrives in
        Philly at 4:25 p.m..

Mr. Vick appears in no position to hire a private jet, but it's
possible that the Eagles or another benefactor could supply one to
ensure he easily gets to the game against the Jacksonville
Jaguars, The Virginian-Pilot relates.

                        About Michael Vick

Michael Dwayne Vick is a professional American football
quarterback for the Philadelphia Eagles of the National Football
League.  He previously played for the Atlanta Falcons for 6
seasons before serving 18 months of a 23-month sentence in prison
for his involvement in an illegal dog fighting ring.

In April 2007, Vick was implicated in an extensive and unlawful
interstate dogfighting ring that operated over a period of five
years.  He pleaded guilty and was sentenced to 23 months in
federal prison.

With loss of his NFL salary and product endorsement deals,
combined with previous financial mismanagement, Vick filed for
Chapter 11 bankruptcy in July 2008.  Mr. Vick filed a Chapter 11
petition on July 7, 2008 (Bankr. E.D. Va. Case No. 08-50775).
Dennis T. Lewandowski, Esq., and Paul K. Campsen, Esq., at Kaufman
& Canoles, P.C., represent the Debtor in his restructuring
efforts.  Mr. Vick listed assets of $10 million to $50 million.

Vick was released from prison to home confinement on May 20, 2009.
On July 27 2009, NFL Commissioner Roger Goodell conditionally
reinstated Mr. Vick.

To pay off his debts, Mr. Vick has filed a proposed Chapter 11
plan that proposes to give up a portion of his future income over
six years.  The plan assumed that he's reinstated by the National
Football League and signs a new contract in order to repay
unsecured creditors owed in excess of $19 million.


MORRIS PUBLISHING: Forbearance Period Extended Until Friday
-----------------------------------------------------------
Morris Publishing Group, LLC, has obtained an extension until
August 21, 2009, to make two semi-annual interest payments of
$9.7 million on its senior subordinated notes originally due
February 1, 2009 and 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 21, 2009, the waiver of the cross defaults arising from the
overdue interest payments on the senior subordinated notes.

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.


MURSANO HOLDING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Mursano Holding, LLC
        1200 E Oakland Pk Blvd
        Oakland Park, FL 33334

Bankruptcy Case No.: 09-27166

Chapter 11 Petition Date: August 18, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Grace E. Robson, Esq.
                  2450 Hollywood Blvd # 706
                  Hollywood, FL 33020
                  Tel: (954) 239-4760
                  Fax: (954) 239-4761
                  Email: grobson@hkrlegal.com

                  Julie E. Hough, Esq.
                  2450 Hollywood Blvd # 706
                  Hollywood, Fl 33020
                  Tel: (954) 239-4760
                  Email: jhough@hkrlegal.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 Gordon Roepe, managing member of the
Company.


MXENERGY HOLDINGS: Amends Exchange Offer and Consent Solicitation
-----------------------------------------------------------------
MxEnergy Holdings Inc. has amended the terms of its private offer
to exchange any and all of the Company's outstanding Floating Rate
Senior Notes due 2011 (CUSIP Nos. 62846X AA3; U62432 AA4;62846X
AC9) held by eligible holders, excluding Notes held by the Company
and its corresponding solicitation of consents from Holders of the
Notes for certain amendments to the indenture under which the
Notes were issued.

The Amended and Restated Confidential Offering Memorandum and
Consent Solicitation Statement, dated August 14, 2009, amends and
restates, and supersedes in its entirety, the original
confidential offering memorandum and consent solicitation
statement, dated June 26, 2009, as supplemented on July 2, 2009,
July 13, 2009, July 17, 2009, July 28, 2009, August 3, 2009,
August 10, 2009 and August 13, 2009 and the Letter of Transmittal,
dated July 2, 2009, to, among other things:

     -- update the terms of the Exchange Offer and Consent
        Solicitation to reflect, among other things:

        * an increase from $393.33 principal amount to $426.96
          principal amount of new 13.25% Senior Subordinated
          Secured Notes due 2014 being issued in the Exchange
          Offer; and

        * an increase from 188.91 shares of newly created Class A
          common stock of the Company, par value $0.01 per share
          (representing 55.0% of the Company's common stock, par
          value $0.01 per share prior to grants under a management
          incentive plan) to 213.75 shares of Class A Exchange
          Common Stock (representing 62.5% of the Common Stock
          prior to grants under a management incentive plan) being
          issued in the Exchange Offer;

     -- update the description of the terms of the New Notes
        contained in the "Description of the New Notes" section
        of the Offering Memorandum and throughout to reflect
        revisions and updates to the terms thereof, including,
        among other things, with respect to an increase in the
        interest rate from 13% to 13.25%, the inclusion of
        subordination provisions and changes to the ranking of
        the New Notes, as well as the intercreditor and security
        provisions;

     -- update the description of the Common Stock and the
        inclusion of the Class D common stock, par value $0.01
        per share contained in the "Description of Capital
        Stock" section of the Offering Memorandum and throughout
        to reflect revisions and updates to (i) the terms
        thereof, including, among other things, with respect to
        the governance arrangements (including special approval
        rights granted to the holders of Class A Exchange Common
        Stock, Class B Common Stock (as defined in the Offering
        Memorandum) and Class C Common Stock (as defined in the
        Offering Memorandum) and their respective directors) and
        (ii) the Amended Organizational Documents (as defined in
        the Offering Memorandum), the Stockholders Agreement (as
        defined in the Offering Memorandum), the Class A Voting
        Agreement (as defined in the Offering Memorandum), the
        Class C Voting Agreement (as defined in the Offering
        Memorandum) and the Equity Registration Rights Agreement
        (as defined in the Offering Memorandum);

     -- extend the early consent deadline and withdrawal deadline
        of the Exchange Offer and Consent Solicitation to 5:00
        p.m., New York City time, on August 28, 2009 and the
        expiration date of the Exchange Offer and Consent
        Solicitation to 12:00 a.m. midnight, New York City Time,
        on August 29, 2009;

     -- update the conditions to the Exchange Offer and Consent
        Solicitation, including, among other things, to increase
        the minimum tender condition to 95%, extend the deadline
        for the closing until September 30, 2009, and to require
        the repayment of the Existing Denham Credit Facility for
        an aggregate cash payment not to exceed $12.0 million plus
        accrued and unpaid interest owed thereon;

     -- add a requirement that all tendering holders of Notes,
        including Depositary Trust Company participants
        transmitting their acceptance to DTC through ATOP, execute
        and deliver the Stockholders Agreement, the Notes
        Registration Rights Agreement (as defined in the Offering
        Memorandum), the Equity Registration Rights Agreement and
        the Class A Voting Agreement (as well as a completed
        Letter of Transmittal);

     -- update the disclosure in the Offering Memorandum to
        reflect subsequent amendments and waivers under the
        Company's existing revolving credit facility and the
        Company's existing hedge facility;

     -- update the disclosure in the Offering Memorandum related
        to the proposed new supply and hedge facilities to be
        implemented upon consummation of the Company's proposed
        restructuring plan and related to the Company's existing
        credit facility with Denham Commodity Partners LP that
        will now be repaid and terminated on the closing date of
        the Exchange Offer;

     -- update the "Unaudited Summary Pro Forma Data" and
        "Capitalization" and "Beneficial Ownership" sections of
        the Offering Memorandum; and

     -- update the "Certain Relationships and Related
        Transactions" section of the Offering Memorandum and
        throughout to reflect the treatment of existing holders of
        options and warrants.

As of 12:00 a.m. midnight, New York City time, on August 15, 2009,
approximately $158.8 million in aggregate principal amount of the
Notes had been tendered in the Exchange Offer and consented to the
proposed amendments in the Consent Solicitation.

The Exchange Offer and Consent Solicitation, as amended, is being
made in reliance upon an exemption from registration under Section
4(2) of the Securities Act of 1933, as amended (the "Securities
Act"), as well as Regulation S promulgated under the Securities
Act.  Accordingly, the New Notes and the Exchange Common Stock
have not been initially registered under the Securities Act, or
under any state securities laws and, unless and until so
registered, none of the New Notes or the Exchange Common Stock may
be offered, sold, exercised or converted except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws.

The Exchange Offer and Consent Solicitation, as amended, is being
made only to qualified institutional buyers and accredited
investors and certain non-U.S. investors located outside the
United States that have executed and delivered an eligibility
letter.

Documents relating to the Exchange Offer and Consent Solicitation,
as amended, will only be distributed to holders of Notes who
complete and return the letter of eligibility confirming that they
are within the category of eligible holders for this private
offer. Holders who desire a copy of the eligibility letter should
contact the Information Agent and Exchange Agent for the Exchange
Offer and Consent Solicitation, Global Bondholder Services
Corporation, at (866) 387-1500 (Toll Free) or (212) 430-3774
(Banks and Brokers only).

The Company has indicated in a regulatory filing with the
Securities and Exchange Commission that if its restructuring
efforts are not successful, it intends to explore all other
alternatives, but would likely be required to commence a
bankruptcy proceeding.

                         About MXenergy

MXenergy Holdings, Inc. -- http://www.mxenergy.com/-- is one of
the fastest growing retail natural gas and electricity suppliers
in North America, serving approximately 500,000 customers in 39
utility territories in the United States and Canada.  The Company
was founded in 1999 to provide natural gas and electricity to
consumers in deregulated energy markets.  MXenergy is a member of
the Chicago Climate Exchange and an Energy Star Partner.


NEXPAK CORP: Clear-Vu Closes Acquisition of Brand, Related Assets
-----------------------------------------------------------------
Westbury, New York-based Clear-Vu has completed acquisition of the
brand and related assets of its main competitor, Nexpak
Corporation.

Clear-Vu has long been the innovator in the retail/rental
marketplace for security packaging of disc-based media such as
CDs, DVDs, and now Blu-ray discs.  By acquiring established
product lines including Amaray II Benefit Denial(TM) and
SecureCase(TM), Clear-Vu will enhance its existing portfolio of
One-Time(TM) and Zenith Pac(TM) products, as well as foster new
relationships with Nexpak's distributor and customer base.
Nexpak's benefit denial technology, in particular, is a cost-
effective method of theft deterrence that destroys a disc upon
unauthorized access.

While the traditional retail/rental model of content distribution
is often viewed as in its sunset years, Clear-Vu has identified
and capitalized a niche growth market in physical media amidst the
onslaught of digital distribution.

"We continue to see year-over-year growth in security packaging,
especially in the library market, by integrating novel
technologies such as Radio Frequency Identification (RFID) and
self-checkout through our partnership with Checkpoint Systems and
3M Library Systems," said Daniel Lax, VP Business Development of
Clear-Vu.

The acquisition, which was effected through a bankruptcy auction
held last month in Delaware, solidifies Clear-Vu's standing as the
preeminent supplier in the market to video rental chains, library
distributors, and technology companies, and will open up new
opportunities with leading media content providers.

As reported by the Troubled Company Reporter on July 28, 2009,
Bill Rochelle at Bloomberg News said NexPak Corp. obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to sell assets to the bidder who made a $1.5 million
offer at auction.  Nexpak had said in its petition that it had
assets of $47 million and debt totaling $112 million on Dec. 31,
2008.  Debt includes $79 million owing to secured creditors and
$5.6 million to unsecured trade suppliers.

                          About Clear-Vu

Clear-Vu -- http://www.clear-vu.com/-- is the industry leader in
media security packaging. With customers including Blockbuster and
Nintendo, Clear-Vu's innovative products have won critical acclaim
with clients that focus on high-value merchandise in a high-touch,
live sell environment.  Clear-Vu has served the rental/retail
marketplace with novel solutions since 1989, with design and
manufacturing expertise backed by more than 50 successful years in
plastic manufacturing through its parent-affiliate, Autronic
Plastics, Inc.

                           About Nexpak

Headquartered in Duluth, Georgia, Nexpak Corporation --
http://www.nexpak.com/-- manufactures and supplies packaging for
DVD, CD, video, audio, and professional media formats.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on April 10, 2009 (Bankr. D. Del. Lead Case No. 09-11244).
William A. Hazeltine, Esq., at Sullivan Hazeltine Allinson LLC
represents the Debtors in their restructuring efforts.  The
Debtors assets range from $10 million to $50 million and its debts
from $100 million to $500 million.

This is the second filing by NexPak.  NexPak carried out a
so-called prepackaged bankruptcy reorganization in December 2004
where Highland Capital Management LP and affiliates ended up as
controlling shareholders by exchanging debt for equity.  The
business consistently missed financial projections since emerging
from the reorganization.


NEXPAK CORP: Sold Some Assets to Autronic Plastics
--------------------------------------------------
Roger Renstrom at Plastics News reports that Autronic Plastics
Inc. has acquired some assets of NexPak Corp. in the conclusion of
proceedings in the U.S. Bankruptcy Court for the District of
Delaware.

As reported by the Troubled Company Reporter on July 28, 2009,
NexPak obtained approval from the Court to sell assets to the
bidder who made a $1.5 million offer at auction.

According to Plastics News, private investor Counsel RB Capital
LLC, with Maynards Industries Ltd., paid $1.5 million to NexPak
creditors and liquidated the assets in late July.

Plastics News relates that Clear-Vu, which operates as a doing-
business-as Autronic unit, obtained ownership of NexPak's:

     -- security product lines,
     -- portfolio of more than 100 patents,
     -- molds for security and non-security products,
     -- assembly fixtures, and
     -- two Husky injection molding machines.

Clear-Vu gains established NexPak lines like the Amaray II Benefit
Denial and the SecureCase products, Plastics News reports.

Plastics News states that the presses and most of the tooling are
going to an Autronic site in Ashville, North Carolina, with other
tooling being sent to the buyer's main Westbury plant.

Clear-Vu, according to Plastics News, hired two former NexPak
employees -- one in sales management and another in operations.

Headquartered in Duluth, Georgia, Nexpak Corporation --
http://www.nexpak.com/-- manufactures and supplies packaging for
DVD, CD, video, audio, and professional media formats.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 10, 2009 (Bankr. D. Del. Lead Case No. 09-
11244).  William A. Hazeltine, Esq., at Sullivan Hazeltine
Allinson LLC represents the Debtors in their restructuring
efforts.  The Debtors assets range from $10 million to $50 million
and its debts from $100 million to $500 million.

This is the second filing by NexPak.  NexPak carried out a so-
called prepackaged bankruptcy reorganization in December 2004
where Highland Capital Management LP and affiliates ended up as
controlling shareholders by exchanging debt for equity.  The
business consistently missed financial projections since emerging
from the reorganization.


NORCRAFT HOLDINGS: S&P Downgrades Corporate Credit Rating to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on kitchen
and bath cabinet maker Norcraft Holdings L.P. and its wholly owned
subsidiary, Norcraft Cos. L.P. S&P lowered the corporate credit
ratings on both to 'B-' from 'B'.  At the same time, S&P lowered
the issue-level rating on Norcraft Cos. L.P.'s senior subordinated
notes to 'B' (one notch higher than the corporate credit rating)
from 'B+'.  The recovery rating remains '2', indicating S&P's
expectation of substantial recovery (70%-90%) in the event of a
payment default.  S&P also lowered the issue-level rating on
Norcraft Holdings L.P.'s senior discount notes to 'CCC' (two
notches below the corporate credit rating) from 'CCC+'.  The
recovery rating remains '6', indicating S&P's expectation of
negligible recovery (0%-10%) in the event of a payment default.
The rating outlook is negative.

"The ratings downgrade reflects S&P's concern regarding the
company's deteriorating operating performance reflected by
declining revenues and EBITDA because of lower housing starts and
reduced home remodeling spending," said Standard & Poor's credit
analyst Thomas Nadramia.

The negative outlook reflects S&P's expectation that Norcraft's
operating performance will continue to be affected by poor end-
market demand as a result of the weak U.S.  economy, the extended
housing downturn, and intense competition.  Nonetheless, S&P does
expect operations to improve somewhat in 2010 given the
anticipated uptick in housing starts.  As a result, S&P expects
credit measures to remain around current levels, with adjusted
debt to EBITDA around 7x and EBITDA interest coverage of about
1.3x, which S&P would consider to be somewhat weak for the current
rating.  In addition, given S&P's operating expectations, S&P
expects that the ability of the company to pay dividends to its
holding company parent to service its notes will become challenged
in March 2011.

S&P could lower ratings further if management is unable to resolve
the expected restriction of upstreaming dividends to the holding
company parent to service its notes or if operating results
decline more than is currently expected such that cash falls to
less than $35 million, which approximates one-year's cash
requirements.  S&P would consider a stable outlook if the company
were to improve operating performance, likely through increased
sales and EBITDA related to improved residential construction and
remodeling, resulting in cash flow coverage of interest being
increased to 2.0x or higher.  In addition, S&P's consideration of
a stable outlook would depend on the company continuing to pay
dividends to its holding company parent to service its debt
obligations.


NORTEL NETWORKS: Anticipating Bids for LG Joint Venture
-------------------------------------------------------
Nortel Networks Corporation anticipates bids for their stake in
LG-Nortel, a joint venture with Korean company LG Electronics,
from several telecom companies and private equity funds,
according to Reuters.

Nortel has been marketing its 50% share in the LG-Nortel Joint
Venture for the past three months.  It has retained Goldman Sachs
for assistance in the process, Reuters notes.

LG-Nortel has not filed for bankruptcy protection.


                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Hires Koskie as Counsel for Disabled Workers
-------------------------------------------------------------
Nortel Networks Corporation and its four Canadian affiliates
sought and obtained an order from the Ontario Superior Court of
Justice, appointing Koskie Minsky LLP as counsel for their former
employees who are currently not working due to an injury or
illness, and who are entitled to receive disability income
benefits.

The court order also appointed Sue Kennedy as representative of
the employees in the insolvency proceedings of NNC and its
Canadian affiliates, or in any other case that may be brought
before the Canadian Court to settle the claims of those
employees.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: NNCE Gets Nelligan, Shibley as Counsel
-------------------------------------------------------
The Nortel Continuing Canadian Employees Committee obtained an
order from the Ontario Superior Court of Justice, appointing
Nelligan O'Brien Payne LLP, and Shibley Righton LLP as counsel
for all continuing non-unionized employees of Nortel Networks
Corporation and its four Canadian affiliates.

The court order also appointed Kent Felske and Dany Sylvain as
representatives of the employees.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Wants Canada to Recognize NN CALA Ch. 11 Case
--------------------------------------------------------------
Nortel Networks Corporation and its four Canadian affiliates seek
an order from the Ontario Superior Court of Justice, recognizing
the Chapter 11 case of Nortel Networks (CALA) Inc. as "foreign
proceeding" pursuant to section 18.6 of the Companies' Creditors
Arrangement Act.

NN CALA filed for bankruptcy protection on July 14, 2009, in the
U.S. Bankruptcy Court for the District of Delaware.  It is a
direct subsidiary of U.S.-based Nortel Networks Inc. and is one
of the Nortel units that operate in the Caribbean and Latin
American region.

In a separate motion, NNC seeks a ruling from the Canadian Court,
declaring that these orders issued by the U.S. Bankruptcy Court
for the District of Delaware in the Chapter 11 cases of their
U.S.-based affiliates are effective in Canada:

  (1) July 28, 2009 order approving the sale of their Code
      Division Multiple Access and Long Term Evolution access
      assets to Telefonakteibolaget LM Ericsson;

  (2) August 4, 2009 order approving the bidding process for the
      sale of their Enterprise Solutions business to Avaya Inc.
      or to the winning bidder; and

  (3) August 4, 2009 order approving the deadline for creditors
      to file their proofs of claim.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


OIL CENTER PLACE: Case Summary & 1 Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Oil Center Place, LLC
        104 Kings Landing Square
        Lafayette, LA 70508

Bankruptcy Case No.: 09-51140

Chapter 11 Petition Date: August 18, 2009

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette/Opelousas)

Debtor's Counsel: D. Patrick Keating, Esq.
                  POB 61550
                  Lafayette, LA 70596
                  Tel: (337) 984-8020
                  Fax: (337) 984-7011
                  Email: rickkeating@charter.net

Total Assets: $1,160,000

Total Debts: $657,000

The Debtor identified Iberia Parish Sheriff with a 2008 Property
taxes claim for an unknown amount $7,000 as its largest unsecured
creditor.  A full-text copy of the Debtor's petition, including a
list of its largest unsecured creditor, is available for free at:

            http://bankrupt.com/misc/lawb09-51140.pdf

The petition was signed by Byron K. Deville, managing member of
the Company.


OPUS WEST: BofA Intends to Pursue Property Foreclosure
------------------------------------------------------
Bank of America, N.A., seeks a modification of the automatic stay
to allow it to pursue certain foreclosure proceedings.

BofA, as administrative agent, together with other syndicate
lenders, loan Opus West Corporation $89 million pursuant to a
March 2008 Construction Loan Agreement.  The loan was used to
finance the development and construction of improvements on a
real property called Commons at Chino Hills located in Chino
Hills, California.  In exchange for the loan, Opus West executed
certain Notes and a Deed of Trust in BofA's favor.

The Deed of Trust encumbers, among other things, a certain real
property located in San Bernardino County, California, which
consists of 139,288 sq. ft. of rentable area and remaining excess
land, the market value of which is approximately $47 million as
of May 1, 2009.

Opus West transferred its interest in the San Bernardino Property
to OWP Common Retail, L.L.C., in July 2009, pursuant to a
quitclaim deed and a contribution agreement.  BofA contends that
the property transfer was without its consent.

John S. Brannon, Esq., at Thompson & Knight LLP, in Dallas,
Texas, tells the Court that before the Petition Date, Opus West
defaulted under the terms of the Loan Documents as a result of
its failure to make interest payments due April to June 2009 and,
for the fiscal quarter ended December 31, 2008, its failure to
satisfy the Total Liabilities to Tangible Net Worth requirement
of not exceeding 6.0 to 1.0 on a consolidated basis as required
under the Loan Agreement, as amended.  As a result, BofA sent
Opus West four default letters, demanding that payment of all
past-due amounts under the Loan Documents.  Opus West, however,
failed to cure its defaults.  BofA thus exercised its right and
sent a letter to Opus West on June 19, 2009, notifying Opus West
of its election to accelerate the Loan and demand immediate
repayment of all outstanding amounts.

As of June 1, 2009, about $57.4 million are immediately due and
payable in full under the Loan Documents.

Subsequently, BofA filed a complaint in the Superior Court of
California, San Bernardino County, Rancho Cucamonga Court,
against Opus West and Does 1-100 on July 7, 2009.  At that time,
it wasn't aware Opus West had filed for bankruptcy and that the
California Property had been transferred so that Common Retails
SPE was not listed as a named defendant.

The BofA Complaint sought judicial foreclosure of the Deed of
Trust, specific performance of assignment of rents and leases and
injunctive relief.  It also sought the appointment of a receiver.
However, by virtue of Opus West's bankruptcy filing, the
Complaint has been stayed.

By this motion, BofA asks the Court to lift the automatic stay
to:

  (1) proceed with filing a notice of sale and complete
      foreclosure proceedings;

  (2) continue judicial foreclosure proceedings and seek the
      appointment of a receiver in connection with its State
      Court Action; and

  (3) amend its Complaint to add Common Retails SPE as
      defendant.

Mr. Brannon asserts that BofA is entitled to relief from the stay
because Opus West lacks equity in the San Bernardino Property and
the Property is not necessary to an effective reorganization

Mr. Brannon adds that allowing BofA to appoint a receiver for the
Property is appropriate as Opus West is financially incapable of
protecting, preserving and operating the Property.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors.  Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Guaranty Bank Wants to Foreclose on Collateral
---------------------------------------------------------
Guaranty Bank seeks a modification of the automatic stay to allow
it to take the necessary steps to foreclose or take possession of
certain assets pursuant to a Loan Agreement with Opus West L.P.

Guaranty Bank and OWLP are parties to a loan agreement dated
March 2003, whereby the Bank made advances to OWLP for the
acquisition and operation of the 121 Lakepointe Crossing I & II
real estate development project.  Under Phase I Loan, Guaranty
Bank extended to OWLP an $18 million loan, which is secured by a
certain Construction Deed of Trust and Promissory Note.  Guaranty
also extended a $2 million Phase II Loan to OWLP, as again
secured by certain Deed of Trust and Promissory Note.  OWLP's
obligations to Guaranty under the Loans are guaranteed by Opus
West Corporation.

John C. Leininger, Esq., at Bryan Cave LLP, in Dallas, Texas,
tells the Court that the Debtors are in default of their
obligations to Guaranty due to failure to make the required
interest payments on the Loan for June and July 2009.

As of the Petition Date, he says, the total debt outstanding was
$16.8 million for the Phase 1 Loan and $2 million the Phase II
Loan.

Guaranty Bank is of the information that the Debtors have allowed
an additional $9 million in liens to be placed on the Lakepointe
Project by unpaid mechanics and materialmen.

Moreover, the Debtors have stated that absent a sale of the
Lakepointe Project, they lack the funds to cure existing defaults
in a lease with Alcatel, their major tenant at the Project who
leases about 56% of the building.  The Debtors stated in open
court that they failing to pay $5 million in tenant improvements.
In this light, with the Debtors' capacity to assume or otherwise
avoid rejection of the Alcatel Lease.  "Losing the lone tenant at
the Lakepointe Project would cause a serious deterioration in the
value of the Collateral," Mr. Leininger says.

For these reasons, Guaranty asks the Court to lift the automatic
stay to allow it to exercise its rights in the Collateral or the
Lakepointe Project.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors.  Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: M&I Wants Lift Stay to Foreclose on Collateral
---------------------------------------------------------
Opus West LP and M&I & Marshall & Ilsley Bank are parties to
prepetition credit facilities entered into in 2007, whereby OWLP
obtained loans from M&I for the acquisition of:

  (1) a 20-acre property located in Missouri City, Texas, known
      as the Colonial Lakes Property; and

  (2) a 34-acre real property located in Gilbert, Arizona, known
      as the Main Street Property.

The Prepetition Loans are secured by a properly perfected first
priority lien in favor of M&I encumbering the Colonial Lakes
Property and the Main Street Property.  Both Properties are
referred to as the "Collateral."

As of July 15, 2009, OWLP owe M&I $7.3 million under the Colonial
Lakes Loan Agreement and $17.5 million under the Main Street Loan
Agreement.

As per the Debtors, the projected sales price of the Colonial
Lakes Property is $6.4 million and for the Main Street Property,
$12 million.

Thus, M&I asks the Court to lift the automatic stay to allow it
to take steps necessary to obtain possession of, foreclose on,
and hold for sale and otherwise dispose of the Collateral.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors.  Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


P&F INDUSTRIES: In Talks With Lender on Covenant Waiver
-------------------------------------------------------
P&F Industries Inc., said it was not in compliance with certain
financial covenants with a senior lender, and that lender had
verbally advised the Company that it did not intend to provide a
waiver of such non-compliance.

On August 17, 2009, however, the lender proposed that the Company
enter into a waiver and amendment to the related credit facility,
which agreement would, among other things, conditionally waive the
non-compliance and provide for certain changes to the credit
facility.  The Company is in discussions with the lender, but
there can be no assurance that a satisfactory waiver and amendment
will be entered into.

P&F Industries, Inc., through its two wholly owned operating
subsidiaries, Continental Tool Group, Inc. and Countrywide
Hardware, Inc., manufactures or imports air-powered tools sold
principally to the industrial, retail and automotive markets, and
various residential hardware such as staircase components, kitchen
and bath hardware, fencing hardware and door and window hardware
primarily to the housing industry.  P&F's products are sold under
their own trademarks, as well as under the private labels of major
manufacturers and retailers.


PATRICIA KLINK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Patricia DeBlank Klink
        1787 Fernald Point Lane
        1187 Coast Village Road Suite 10-M
        Santa Barbara, CA 93108

Case No.: 09-13309

Chapter 11 Petition Date: August 18, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: William E. Winfield, Esq.
            1000 Town Ctr Dr 6 Fl
            Oxnard, CA 93036
            Tel: (805) 988-8326
            Email: wwinfield@nchc.com

Total Assets: $29,339,248

Total Debts: $22,188,596

The petition was signed by Ms. Klink.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
F Paul Margolis                Debt relative to       $127,000
                               expenses related
                               to property which
                               no longer own

American Expresss-Delta (PEN)  Credit Card Purchases  $25,669

Arcadia Studio Landscape       Landscape Upkeep       $9,180
Architect                      on Properties

Bank of America                Misc. Purchases        $24,076

Bank of America                Misc. Purchases        $20,567

Citibank                       Misc. Purchases        $13,762

Citibank                       Misc. Purchases        $9,724

Coast Village Plaza            Property management-   $8,500
                               Back Rent

Countrywide                    Misc. Purchases        $9,014
                               Various Dates

Countrywide                    Misc. purchases        $29,804
                               Various Dates

County of Ventura              Property Taxes-for     $7,338
                               8310 Bates Road,
                               Ventura CA

County Schools Credit Union    Jazz Trailer           $36,760
                                                      ($24,560
                                                       secured)

Derek A. Weston, Esq.          Legal Fees             $52,360

American Express               Credit Card Purchases  $21,157

HFC                            Misc                   $83,233

Lord Management &              Misc                   $8,248
Equipment Service

Montecito Bank and Trust       Tax Payments           $9,575

Robert Egenolf & Associates    Legal Fees             $74,662

Suzanne Elledge                Planning Services      $4,318

Z & L Associates, CPA          Accounting Services    $8,400


PDCC DEVELOPMENT: Still In Negotiations With Creditors
------------------------------------------------------
K Kaufmann at The Desert Sun reports that PDCC Development LLC,
dba Palm Desert Country Club, has remained mum as its attorneys
continue negotiating with creditors.

According to The Desert Sun, resolution of a number of issues --
including Palm Springs city inspection problems and overdue water
bill -- remain on hold.

"We have no information on what is transpiring other than people
are talking to each other.  Nothing (has been) tendered to the
court that requires our review," The Desert Sun quoted Assistant
City Manager Justin McCarthy as saying.

Palm Springs resident Barbara Koltweit, according to The Desert
Sun, said, "They don't have answers; they don't have money.  They
need to plan other than day to day."

The Desert Sun relates that Palm Desert Country Club owners Randy
Case and Larry Kosmont didn't attend the Palm Desert Citizens'
Advisory Committee on Project Area No. 4 meeting at the City Hall
on Monday.

Citing Mr. McCarthy, The Desert Sun states that city officials
turned up several problems when they conducted their annual
inspection of Palm Desert Country Club but failed to push for
their correction.  The report quoted him as saying, "The
development agreement and development and maintenance agreement
are listed as issues under their reorganization filing.  That puts
things in abeyance until we get approval of the court."

According to The Desert Sun, the council said that no action could
be taken until residents receive a full financial accounting from
the owners.  City officials have asked for a financial statement
from Palm Desert Country Club, the report says, citing Mr.
McCarthy.

The Desert Sun reports that an overdue water bill has some
residents worried that the Coachella Valley Water District could
stop providing the water needed to keep the club's golf courses
green.  "We are working with the developer and the city to try to
resolve the issue in a way that benefits everyone," and the
district wouldn't cut water supply without sufficient notice, the
report quoted Heather Engel, spokesperson for the district, as
saying.

The Desert Sun, citing Mr. McCarthy, relates that Palm Desert
Country Club has asked the city for an interim loan to cover the
annual reseeding of its two courses, and city officials are
considering the request.

Palm Desert Country Club general manager Dave Simmons said that he
is operating on a week-by-week basis and expects to close the
club's main course in September for its regular reseeding, The
Desert Sun states.  According to the report, Mr. Simmons said that
the club closed its nine-hole executive course this year, but
continues to water it and will reseed it.  The courses would
reopen in November, says the report.

Palm Desert, California-based PDCC Development LLC, dba Palm
Desert Country Club, filed for Chapter 11 bankruptcy protection on
June 19, 2009 (Bankr. C.D. Calif. Case No. 09-23674).

The Desert Sun says that Palm Desert Country Club listed more than
$6.4 million in assets and more than $18.6 million in liabilities.


PENNSYLVANIA CASUALTY: Proofs of Claim Due by Nov. 4, 2009
----------------------------------------------------------
The Pennsylvania Casualty Company was placed into Rehabilitation
by Order of the Commonwealth Court of Pennsylvania on November 19,
2001.  The Rehabilitation Order vested the Insurance Commissioner,
as statutory Rehabilitator, with title to all property, assets,
contracts and rights of action of PCC.

In Order to implement a Rehabilitation Plan, the validity and
amount of claims against PCC must be determined.  Consequently,
pursuant to an Order of the Commonwealth Court dated August 6,
2009, all persons who may have a claim against PCC, against the
Rehabilitator, or in any way affecting or seeking to affect any of
the assets of PCC, wherever or however such assets may be owned or
held, directly or indirectly, whether that claim is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured, or
unsecured, must file a Proof of Claim by November 4, 2009, or the
claim will be forever barred.  The Proof of Claim must include all
information requested therein.  The Rehabilitator may request
additional information necessary to consider the claim.  The Proof
of Claim must be filed with PCC at the following address:

    PENNSYLVANIA CASUALTY COMPANY (IN REHABILITATION)
    P.O. BOX 2025
    MECHANICSBURG, PA 17055-0720

Completion of a Proof of Claim does not guarantee that a claimant
will receive full or partial payment for such a claim, and receipt
and acceptance by PCC of a Proof of Claim shall not constitute an
admission by PCC that any of the information contained therein is
correct or not in dispute.

Proof of Claim forms are available at http://is.gd/2ouko

Should you have any questions concerning completion of the Proof
of Claim, please call PCC at (800) 382-1378.

PCC is a wholly owned subsidiary of PHICO Insurance Company.  The
majority of business sold was hospital workers compensation,
although PCC was licensed to sell various types of property &
casualty insurance.  PCC, prior to its' rehabilitation, had
discontinued writing new business across the country.


PHIL ROBERT ROSEQUIST: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Phil Robert Rosequist
           dba Robert Rosequist
           dba Bob Rosequist
        3401 West Charleston Blvd.
        Las Vegas, NV 89102

Bankruptcy Case No.: 09-25149

Chapter 11 Petition Date: August 18, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Yvette R. Freedman, Esq.
                  John Peter Lee, Ltd
                  830 Las Vegas Blvd, SO
                  Las Vegas, NV 89101
                  Tel: (702) 382 4044
                  Fax: (702) 383 9950
                  Email: info@johnpeterlee.com

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

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

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

The petition was signed by Mr. Rosequist.


PHOENIX FOOTWEAR: In Talks for Funding; Eyes Forbearance Extension
------------------------------------------------------------------
Phoenix Footwear Group, Inc., reports that it presently has
insufficient cash to pay its bank debt in full.  The Company has
undertaken restructuring activities to raise cash to enable it to
repay its bank debt.  Management is engaged in discussions with
several different financing sources to provide the Company with
proceeds to repay in full its revolving line of credit debt on or
before September 30, 2009.

In June 2008, the Company and its subsidiaries entered into a
Credit and Security Agreement with Wells Fargo Bank, N.A., for a
three year revolving line of credit and letters of credit
collateralized by all the Company's assets and those of its
subsidiaries.  Under the facility, the Company could have borrowed
up to $17.0 million -- subject to a borrowing base which included
eligible receivables and eligible inventory less availability
reserves set by Wells Fargo.  The Wells Fargo credit facility
includes various financial and other covenants with which the
Company has to comply in order to maintain borrowing availability
and avoid an event of default and penalties and other remedies
available to Wells Fargo.

The Company has been in continuing default under its Wells Fargo
credit facility since September 27, 2008 by failing to meet the
financial covenant for income before income taxes.  On July 9,
2009, the Company and its subsidiaries together with Wells Fargo
entered into a Forbearance Agreement and First Amendment to Credit
Security Agreement pursuant to which, among other things, Wells
Fargo agreed, subject to certain conditions, to refrain from
exercising remedies based on the specified past financial covenant
defaults until July 31, 2009.  On July 31, 2009, the parties
entered into a First Amendment to Forbearance and Second Amendment
to Credit Agreement, which, among other things and subject to
certain conditions, extended the forbearance period until
September 30, 2009.

Phoenix Footwear said there is no assurance it will be able to
obtain replacement facility on acceptable terms and covenants or
when and if the Company will be able to repay its current facility
in full.  If the Company is unable to complete a financing
transaction prior to September 30, 2009, the Company plans to seek
a second extension of the forbearance period so that it may
complete such a financing.  There is no assurance that it will be
granted or the terms and conditions thereof.  If the request is
not granted, Wells Fargo may accelerate the Company's indebtedness
or foreclose on its assets.  This raises substantial doubt about
the Company's ability to continue as a going concern.

                   About Phoenix Footwear Group

Phoenix Footwear Group, Inc. (NYSE Amex: PXG) headquartered in
Carlsbad, California, designs, develops and markets men's and
women's footwear and accessories.  Phoenix Footwear's brands
include Trotters(R), SoftWalk(R) and H.S. Trask(R).  The brands
are primarily sold through department stores, specialty retailers,
mass merchants and catalogs.


PHOENIX FOOTWEAR: Posts $5.1 Million Net Loss for July 4 Quarter
----------------------------------------------------------------
Phoenix Footwear Group, Inc., reported its results of operations
for the second quarter of fiscal 2009:

     -- Net sales from continuing operations of $4.0 million, down
        36% compared to net sales from continuing operations of
        $6.2 million during the second quarter of fiscal 2008.

     -- A loss from continuing operations during the second
        quarter of $2.1 million, or $0.26 per share, compared to a
        loss of $2.7 million, or $0.33 per share, for the first
        quarter of fiscal 2009 and a loss of $2.1 million, or
        $0.26 per share, for the second quarter of fiscal 2008.

     -- A reduction in SG&A expenses to $2.5 million for the
        second quarter of fiscal 2009 compared to $3.8 million for
        the first quarter of fiscal 2009 and $4.7 million for the
        second quarter of fiscal 2008.

     -- A loss from discontinued operations of $3.0 million, or
        $0.37 per share for the second quarter of fiscal 2009
        compared to a loss of $12,000 for the second quarter of
        fiscal 2008. In connection with this discontinuance, the
        Company incurred pretax charges of $2.0 million relating
        to severance payments and other costs associated with
        exiting these businesses. In the third quarter, the
        Company expects to record a $2.0 million gain with the
        closing of the sale of certain Chambers' assets.

Net loss for the three months ended July 4, 2009, was
$5.1 million, compared to net loss of $2.1 million for the three
months ended June 28, 2008.   Net loss for the six months ended
July 4, 2009, was $8.0 million, compared to net loss of
$2.4 million for the six months ended June 28, 2008.

As of July 4, 2009, the Company had $20.4 million in total assets
and $17.1 million in total liabilities.

Rusty Hall CEO said, "In spite of the continued reduction in
sales, we are encouraged by what we were able to accomplish during
the quarter. Our cost structure has been rationalized; with
annualized savings of approximately $5.2 million in SG&A expenses
of continuing operations compared to the prior quarter.  While we
saw reduced gross margins for the quarter as we aggressively
managed our inventories, our inventories are now 30% lower than
this time last year.  We of course have finalized the sale of our
belt and accessories business, received an extension from Wells
Fargo under their Forbearance Agreement until September 30, 2009
and are in receipt of several replacement credit proposals. Most
importantly, we are seeing marked improvements in our future
orders and sales trends.  Combined with our cost reduction
efforts, the table has been set for a return to profitability."

On July 9, 2009, the Company's wholly-owned subsidiary, Chambers
Belt Company, which operated a belt and accessories business,
closed the sale of its business to Tandy Brands Accessories, Inc.
The transaction was completed pursuant to an Amended and Restated
Asset Purchase Agreement dated July 7, 2009 and included
substantially all of Chambers' assets, excluding receivables, cash
and cash equivalents.  As part of the purchase price, at closing,
Tandy paid $2.6 million for inventory and $500,000 for equipment.
In addition to the closing payments, Tandy will pay Chambers an
earn-out which is a percentage of Tandy's revenue during the 12
months following the closing that is generated from the sale of
products formerly sold by the Chambers' business.  This earn-out
is not capped and provides for $2 million in minimum aggregate
payments. These payments are to be paid on a monthly basis, except
for a $430,000 advance payment that was made to Chambers at
closing.

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?424c

                   About Phoenix Footwear Group

Phoenix Footwear Group, Inc. (NYSE Amex: PXG) headquartered in
Carlsbad, California, designs, develops and markets men's and
women's footwear and accessories.  Phoenix Footwear's brands
include Trotters(R), SoftWalk(R) and H.S. Trask(R).  The brands
are primarily sold through department stores, specialty retailers,
mass merchants and catalogs.


PILGRIM'S PRIDE: Has $5.5 Mil Lead Bidder for Titus/Camp Property
-----------------------------------------------------------------
Pilgrim's Pride Corp. owns approximately 4,000 acres of raw land
in Titus and Camp Counties, which surrounds the company's
headquarters in Pittsburg, Texas.

PPC acquired the land in the late 1990s under a long-range plan
to build a protein conversion plant and integrated poultry
complex on the site and purchased the land surrounding the site
as buffer land.  Because Big Cypress Creek runs through the land,
causing high water issues from time to time, the land is not
suitable for other use by the Debtors, and the Debtors do not
need it for an effective reorganization of their businesses,
Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in
Dallas, Texas, informs Judge D. Michael Lynn of the United States
District Court for the Northern District of Texas, Forth Worth
Division.

Titus County Fresh Water District No. 1 made an offer to purchase
(i) all of the land the Debtors own in the Titus and Camp
Counties that is below 300 feet above sea level, and (ii) about
300 acres of the land that is more than 300 ft. above sea level
because that portion of land is necessary to access the land that
is 300 ft. below sea level.

The Debtors and the Proposed Buyer believe that the Real Property
subject to purchase will be approximately 3,060 acres.

A map showing the location of the property is available for free
at http://bankrupt.com/misc/PPC_titus_campctypros.pdf

Disposing of the land will not have any adverse impact on the
Debtors' long-range plans because the Proposed Buyer intends to
use the land as undeveloped flood-control land, Mr. Youngman
avers.

Pursuant to the terms of the contract for the purchase and sale
of the Real Property entered into between the Proposed Buyer and
PPC on May 7, 2009, Titus County Fresh Water District has agreed
to purchase the Real Property for $1,800 per acre plus $50,000
for a log cabin structure.  Assuming the Real Property is
comprised of the expected 3,060 acres, the total purchase price
would be $5,558,000.00.

To maximize the value of the Property, the Debtors sought and
obtained the approval of Judge Lynn of bidding procedures in
connection with the sale of the Property.

Pursuant to the Bidding Procedures, all bidders must submit a
Farm and Ranch Contract in the form promulgated by the Texas Real
Estate Commission.  The deadline for the submission of qualified
bids is on July 14, 2009, at 12:00 p.m. Prevailing Central Time.
Qualified bids are submitted to among other, Pilgrim's Pride
Corp., and the Debtors' counsel, Weil Gotshal& Manges, LLP.

The Debtors expect Qualified Bids to contain:

  (i) a purchase price that is at least $200,000 greater than
      $5,558,000;

(ii) a mark-up of the Stalking Horse Agreement that reflects
      the bidder's proposed changes;

(iii) the identity of the potential bidder and the officers or
      authorized agent who will appear on behalf of the bidder;

(iv) evidence, satisfactory to the Debtors in their reasonable
      discretion of the bidder's financial means and operational
      ability to consummate the proposed transaction;

  (v) a provision that the bid will not be conditioned on the
      outcome of the unperformed due diligence by the bidder,
      board approval, or any financing contingency; and

(vi) the Qualified Bidder's Good Faith Deposit equal to 10% of
      the cash purchase price.

Good Faith Deposits of all Qualified Bidders will be held in an
interest-bearing account for the Debtors' benefit until
consummation of a transaction involving any other bidder for the
real property.  If a Successful Bidder fails to consummate an
approved Sale because of a breach or failure to perform on the
part of the Successful Bidder, the Debtors will not have any
obligation to return the Good Faith Deposit and the Good Faith
Deposit will irrevocably become the property of the Debtors.

If more than two bids are timely received, the Debtors will
conduct an auction on July 16, 2009, at 10:00 a.m. at the offices
of Weil, Gotshal & Manges LLP at 200 Crescent Court, Suite 300,
in Dallas, Texas.

If no bid other than that of the Purchaser's is timely received,
the Court will convene a hearing on July 21, 2009, at 11:00 a.m.,
to consider approval of the sale to the Purchaser.  Objections to
the sale are due by July 14.

The Debtors also sought and obtained the Court's authority to
enter into a stalking horse agreement with the Purchaser and
authority to pay the commission and reimburse the expenses of a
broker for the Property upon closing of the sale.

                   About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PREMIER PROPERTIES: Owner Found Guilty of 3 Class C Felonies
------------------------------------------------------------
Cory Schouten at IBJ reports that the jury in Marion Superior
Court found Premier Properties USA owner Christopher P. White
guilty of three Class C felonies related to a $500,000 bad check
he wrote in 2008.

IBJ relates that the jury, after a two-day trial and two hours of
deliberations, returned with guilty verdicts on charges of fraud
on a financial institution, check fraud, and theft.

According to IBJ, Mr. White allegedly wrote the check to cover
payroll in an attempt to save Premier Properties, as financial and
legal troubles were mounting for the Company.  Citing the
prosecutor's office, IBJ states that the check was deposited to an
account at The National Bank of Indianapolis and was drawn on an
account at JP Morgan Chase that never had a balance of more than
$1,000.

IBJ reports that National Bank of Indianapolis executive George
Keely said that the bank quickly closed 12 accounts tied to Mr.
White to limit the bank's exposure, after it learned of the bad
check.  IBJ states that Mr. White promised National Bank that the
money was coming, so it waited several weeks before it sued the
Company and consulted with the prosecutor's office in March 2008.
National Bank, according to the report, lost $382,000.

Mr. White expected getting funds from a deal in Las Vegas and he
never intended to come up short in the account, IBJ says, citing
the defendant's lawyer, Thomas Collignon.

The Court has set a sentencing hearing for September 23, IBJ
reports.

Indianapolis-based Premier Properties USA -- http://www.ppusa.com/
-- is founded in 1993 and holds about $1 billion in real estate
projects that are currently under development.  Premier is the
developer of Bridgwater Falls Shopping Center, --
http://www.shopbridgewaterfalls.com/-- a 635,000-square-foot,
open-air "power village" center off Ohio Bypass 4 and Princeton
Road in Hamilton, Ohio.  Target, Dicks Sporting Goods, JCPenney,
Best Buy, Old Navy, TJ Maxx, Bed Bath & Beyond, Books-A-Million,
Michaels and PetSmart are some of Bridwater Falls' tenants.
Additionally, the village at Bridgewater Falls, further enhances
the center's draw with fashion shops, restaurants and
entertainment features.

The Debtor filed for chapter 11 bankruptcy protection on April 23,
2008 (Bankr. S.D. Ind. Case No. 08-04607).  The Debtor faced an
$80-million foreclosure action by Wachovia Bank.  William J.
Tucker, Esq., represents the Debtor.  When it filed for
bankruptcy, the Debtor reported estimated assets and debts between
$1 million and $10 million.

The Court converted the Debtor's Chapter 11 case to a Chapter 7
liquidation proceeding in May 2008.  The Debtor's founder,
Christopher P. White, was charged with fraud and theft on June 16,
2008.


PROLIANCE INTERNATIONAL: Can Employ Broadpoint as Fin'l Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Proliance International Inc. and its debtor-affiliates permission
to employ Broadpoint Capital, Inc., as financial advisor and
investment banker, nunc pro tunc to the petition date.

Broadpoint Capital has agreed, among other things, to:

  a. advise and assist the Debtors in connection with analyzing,
     structuring, negotiating and effecting any potential or
     proposed strategy for a restructuring of the Debtors'
     outstanding indebtedness pursuant to a plan of
     reorganization, a sale of assets or equity under Section 363
     of the Bankruptcy Code, any offer by the Debtors with respect
     to any outstanding indebtedness, a solicitation of votes,
     approvals, or consents giving effect thereto;

  b. advise and assist the Debtors in connection with analyzing,
     structuring, negotiating and effectuating, and identifying
     potential investors in, any financing transaction pursuant to
     a rights offering or public or private offering of
     securities, any Debtor-in-Possession financing facility or
     any exit financing facility; and

  c. advise and assist the Debtors in connection with analyzing,
     structuring, negotiating and effectuating, and identifying,
     potential acquirors in connection with the potential sale of
     the Debtors, or a controlling interest in the Debtors, or all
     or substantially all of the Debtors assets and or securities,
     through any structure or form of transaction or series of
     transactions.

Broadpoint will not be entitled to any restructuring fee or M&A
transaction fee in connection with an sale of the stock of the
Debtors' wholly owned subsidiary, Nederlandse Radiateuren Fabriek
B.V.

As reported in the TCR on August 19, 2009, Proliance said in a
regulatory filing that the sale of its North American assets to
Centrum Equities XV, LLC, was consummated under the provisions of
Section 363 of the Bankruptcy Code on August 14, 2009.

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.


PROLIANCE INTERNATIONAL: Can Employ Richards Layton as Co-Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Proliance International Inc. and its debtor-affiliates permission
to employ Richards Layton & Finger, P.A. as their co-counsel, nunc
pro tunc to the petition date.

As reported in the TCR on July 20, 2009, Richards Layton has
agreed to render general legal services to the Debtors as
needed throughout the course of the Chapter 11 cases.

The firm will be paid based on the standard hourly rates of its
professionals:

   Professional                    Hourly Rate
   ------------                    -----------
   Daniel J. DeFranceschi, Esq.       $600
   Christopher M. Samis, Esq.         $275
   Zachary I. Shapiro, Esq.           $245
   Cathy Greery, Esq.                 $195

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.

The sale of Proliance's North American assets to Centrum Equities
XV, LLC, was consummated under the provisions of Section 363 of
the Bankruptcy Code on August 14, 2009.


PROLIANCE INTERNATIONAL: Files Entity Report as of June 30
----------------------------------------------------------
As required under Bankruptcy Rule 2015.3, Proliance International,
Inc., et al., filed with the U.S. Bankruptcy Court for the
District of Delaware on August 12, 2009, a report on the value,
operations and profitability of those entities in which the estate
holds a substantial or controlling interest.

As of June 30, 2009, the estates of the Debtors hold a substantial
or controlling interest in:

     Name of Entity                           % Interest
     --------------                           ----------
     Nederlandse Radiateuren Fabriek B.V.        100
     Manufacturera Mexicana de Partes de
       Automoviles SA de CV                   99.448724
     Proliance International, SA de CV           100
     Proliance Internatilal Sales, LTD           100

A copy of the complete report is available at:

       http://bankrupt.com/misc/proliance.entityreport.pdf

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.

The sale of Proliance's North American assets to Centrum Equities
XV, LLC, was consummated under the provisions of Section 363 of
the Bankruptcy Code on August 14, 2009.


PROLIANCE INTERNATIONAL: Taps TM Capital to Advise on NRF Sale
--------------------------------------------------------------
Proliance International, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware for authority to employ TM
Capital Corp. as their financial advisor, nunc pro tunc to July 2,
2009.

The Debtors desire to retain TM Capital as financial advisor
solely in connection with the proposed sale of the stock of the
Debtors' wholly-owned subsidiary, Nederlandse Radiateuren FaBriek
B.V. ("NRF").

TM Capital has agreed, among others, to:

  a) assist the Debtors in preparing a descriptive memorandum
     relating to the sale of the stock of NRF;

  b) identify and contact prospective purchasers of the stock of
     NRF; and

  c) structure, negotiate and close the proposed transaction
     relating to the sale of stock of NRF.

As compensation for its services, TM Capital will charge the
Debtors a monthly non-refundable cash retainer fee equal to
$15,000 per month until the termination of the chapter 11 cases,
provided that the monthly fees will not exceed $90,000 in the
aggregate.  Upon the consummation of any transaction involving the
sale of substantially all or part of the business and assets of
NRF, TM Capital will charge the Debtors a transaction fee equal to
the greater of EUR400,000 or 2.5% of the consideration up to
EUR18.0 million, plus 4.0% of any additional consideration in
excess of EUR18.0 million.

TM Capital will not be entitled to any transaction fee in
connection the sale of the Debtors or substantially all of the
Debtors' assets (even if such sale includes the stock of NRF).

Jerome S. Romano, a managing director a TM Capital, tells the
Court that the firm does not hold 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.

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.

The sale of Proliance's North American assets to Centrum Equities
XV, LLC, was consummated under the provisions of Section 363 of
the Bankruptcy Code on August 14, 2009.


PROTOSTAR LTD: Sale Procedures, Loan Opposed by Creditors
---------------------------------------------------------
ProtoStar Ltd. is facing opposition from the official creditors'
committee to procedures for selling the assets and final approval
for financing.  According to Bill Rochelle at Bloomberg, the
Creditors Committee asserts the DIP financing "would render the
Chapter 11 process a sham," and the case is for the "exclusive
benefit of secured lenders."   It opposes the fast-tracked sale of
the Debtors' assets and the sale milestones set by the DIP
lenders.

As reported by the TCR on Aug. 12, 2009, the Debtors have
submitted separate bid procedures for assets of Protostar I Ltd.
and Protostar II Ltd.  They propose to pay a break up fee of up to
3% of the cash purchase price of the assets and expense
reimbursement of up to $500,000 to the stalking horse bidder in
the event another party is the successful bidders at the auction.
The Debtors propose an auction sale for September 23, with a
September 17 deadline for the submission of bids.

The U.S. Bankruptcy Court for the District of Delaware has granted
interim approval to the request of ProtoStar Ltd., as borrower,
and ProtoStar I Ltd., as guarantor, permission, on an interim
basis, (i) to borrow up to $2,000,000 in senior secured super-
priority financing from Wells Fargo Bank, National Association, as
administrative agent for itself and the other DIP lenders, and to
use cash collateral of the pre-petition lenders, to finance the
Debtors' operations and satisfy other working capital and
operational needs of the Debtors.  As of the petition date,
ProtoStar Ltd. and ProtoStar I Ltd. are indebted to the WC
Facility lenders in the aggregate amount of $10,000,000 plus
accured interest.  As of the petition date, roughly $182,363,076
plus accrued interest is owed to the holders of the Convertible
Senior Secured Notes due 2012.

PS II is also accessing DIP financing from lenders led by Credit
Suisse, Singapore Branch, as collateral agent, and Credit Suisse,
Cayman Islands Branch, as administrative agent.

                       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
between $100 million and $500 million each in assets and debts.
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.


REMOTEMDX INC: Needs Add'l Capital to Continue as Going Concern
---------------------------------------------------------------
Remotemdx Inc. reported net loss of $5,042,308 on $3,208,969 of
revenues for three months ended June 30, 2009, compared with a net
loss of $17,162,470 on $3,487,657 of revenues during the same
period in 2008.

The Company had assets of $14,755,055 against debts of
$20,222,414, or a stockholders' deficit of $5,467,359.
Accumulated deficit has already reached $196,721,453.

Cash decreased by $1,190,786 to $1,592,167 at the end of second
quarter of 2009.

"The Company has recurring net losses, negative cash flows from
operating activities, and an accumulated deficit.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern," the Company's Form 10-Q for the second quarter
of 2009 said.

In order to achieve successful operations, the Company must
generate positive cash flows from operating activities and obtain
the necessary funding to meet its projected capital investment
requirements, the Company said.

Management's plans with respect to this uncertainty include
raising additional capital from the issuance of Series A 15%
debentures, sale of common stock, expanding its market for its
tracking products, and increasing monitoring service revenues.
There can be no assurance that revenues will increase rapidly
enough to deliver profitable operating results and pay the
Company's debts as they come due.  Likewise, there can be no
assurance that the Company will be successful in raising
additional capital from the sale of equity or debt securities.  If
the Company is unable to increase cash flows from operating
activities or obtain additional financing, it will be unable to
continue the development of its business and may have to cease
operations.

A full-text copy of the Company's Form 10-Q filed with the
Securities and Exchange Commission is available for free at
http://researcharchives.com/t/s?4241

RemoteMDx, Inc. markets and deploys offender management programs,
combining global positioning system (GPS) tracking technologies,
around-the-clock intervention-based monitoring capabilities and
case management services.  It markets, monitors and sells the
TrackerPAL device.  The TrackerPAL is used to monitor convicted
offenders that are on probation or parole in the criminal justice
system.  The TrackerPAL device utilizes GPS and cellular
technologies in conjunction with a monitoring center.  Effective
December 1, 2007, the Company acquired a 51% ownership interest in
Court Programs, Inc., Court Programs of Northern Florida, Inc. and
Court Programs of Florida, Inc. (collectively, Court Programs) and
a 51% interest in Midwest Monitoring and Surveillance, Inc.
During the fiscal year ended September 30, 2008 (fiscal 2008), the
Company divested its majority ownership interest of the diagnostic
stain business conducted by its former subsidiary, Volu-Sol
Reagents Corporation.


RH DONNELLEY: Ex-Employees Want Stay Relief to Liquidate Claims
---------------------------------------------------------------
Betty Blackford, Valerie Calhoun, Richard Mitchell and Vern
Veggeberg, former employees of Debtor Dex Media, Inc., ask the
United States Bankruptcy Court for the District of Delaware to
lift the automatic stay and allow them to liquidate their claims
against Dex Media.  The Litigants also ask the Court to enforce
any judgment from an Employment Practices liability insurance
policy in a civil action that is pending in the United States
District Court for the District of Colorado.

The District Court Action was filed by the Litigants against the
Debtor for, among other things, age discrimination, sex
discrimination, and sex plus age discrimination.

Margaret M. Manning, Esq., at Whiteford Taylor & Preston LLC, in
Wilmington, Delaware, relates that after the completion of
extensive discovery, filing and briefing of and argument and
rulings on dispositive motions, a pre-trial conference, and the
entry of a lengthy "Final Pretrial Order," a trial in the
District Court Action was scheduled to begin on November 9, 2009
and was estimated to take 10 days.

Ms. Manning contends that granting relief from the stay is
appropriate because:

  (1) there would be no "great prejudice" to the Debtor;

  (2) the Litigants would be extremely prejudiced if relief is
      not granted;

  (3) the Litigants are likely to prevail on the merits; and

  (4) allowing the District Court Action to proceed will
      certainly promote judicial economy by enabling the
      Litigants to resolve their employment disputes in a
      familiar jurisdiction and forum and in front of a Judge
      that is intimately aware of the parties and the facts of
      the case to date.

Ms. Manning notes that the Debtor holds an Employment Practices
liability insurance policy with National Union Fire Insurance
Company of Pittsburgh, Pennsylvania.  The Policy is a "claims
first made and reported" policy with a policy period from
November 1, 2005 through November 1, 2006 and an aggregate
liability level of $10,000,000.00, subject to a retention of
$250,000.

In a separate filing, the Litigants ask the Court to shorten the
notice of their request and schedule a hearing for August 21,
2009, with objections due on or before August 17, 2009.

                       About R.H. Donnelley

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

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

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

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

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


RH DONNELLEY: Proposes Deloitte Tax as Advisors
-----------------------------------------------
R.H. Donnelley Corp. and its affiliates seek the Court's authority
to employ Deloitte Tax LLP as their tax advisor, nunc pro tunc to
June 23, 2009.

Deloitte Tax is a highly-qualified professional services firm
whose depth of experience and breadth of service capabilities
render it particularly well-qualified and able to provide
services to the Debtors during the pendency of their Chapter 11
cases, Mark W. Hianik, Esq., the Debtors' senior vice president,
general counsel and corporate secretary submits.  He adds that
Deloitte Tax has developed significant institutional knowledge
related to, and an intimate understanding of, the Debtors'
businesses, finances, operations, systems and capital structure.

Accordingly, retaining Deloitte Tax is an efficient and cost
effective manner in which the Debtors may obtain the requisite
services, Mr. Hianik submits.  He further contends that the
services of Deloitte Tax are necessary to maximize the value of
the Debtors' estates and to reorganize successfully.

Deloitte Tax has agreed to provide oral and written opinions,
consulting, recommendations and other communications rendered in
response to specific tax questions posed by the Debtors.

As specific advisory services desired by the Debtors are
identified, the Debtors and Deloitte Tax will execute a separate
work order when the Advisory Services involve either (i)
contemplated fees in excess of $100,000, or (ii) a potential tax
liability in excess of $5,000,000.

On July 2, 2009, the Debtors and Deloitte Tax executed a work
order related to a fixed asset review and maintenance project.

Professional fees for the Advisory Services, other than for
Advisory Services, which are the subject of a separate engagement
letter or a work order, are based on the amount of professional
time multiplied by the applicable hourly rates, which vary
depending upon the experience level of the professionals
involved, plus reasonable out-of-pocket expenses.

Deloitte Tax's hourly rates are:

                                           Tax          Tax
                                        Compliance   Consulting
  Personnel                               Rates         Rates
  ---------                             ----------   ----------
  Partner, Principal, or Director          $400          $550
  Senior Manager                           $300          $475
  Manager                                  $260          $400
  Senior                                   $220          $325
  Staff                                    $150          $275

In addition, the Debtors will reimburse reasonable expenses
incurred by Deloitte Tax in the performance of its duties.

Richard Koenenn, a partner at Deloitte Tax, assures the Court
that, to the best of his knowledge, his firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code and does not hold or represent an interest adverse to the
Debtors' estates.

                       About R.H. Donnelley

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

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

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

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

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


RH DONNELLEY: Wants Lease Decision Deadline Moved to Dec. 24
------------------------------------------------------------
R.H. Donnelley Corp. and its debtor affiliates ask Judge Kevin
Gross of the United States Bankruptcy Court for the District of
Delaware to grant them a 90-day extension, through and including
December 24, 2009, of the deadline for them to decide whether to
assume or reject leases, subleases, and other agreements.  The
Lease Decision Deadline is currently set for September 25, 2009.

Pursuant to Section 365(d)(4) of the Bankruptcy Code, a debtor
has an initial 120 day period following the filing of a
bankruptcy petition in which to elect to assume or reject
unexpired leases of nonresidential real property.  Section
365(d)(4)(B) provides that, through a motion by the debtor, the
Court may extend the initial 120 day deadline by another 90 days
"for cause."

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, notes that an extension would be subject to and without
prejudice to the Debtors' right to ask a further extension of the
Deadline with the consent of any affected lessors.

Mr. Conlan asserts that ample cause exists to extend the lease
decision deadline because the Debtors have not had sufficient
time to determine whether each of the properties they are using
pursuant to the Real Property Leases is essential to their
business operations, and whether each of the approximately 97
Real Property Leases under which one of the Debtors is a lessee
should ultimately be assumed or rejected.

The Debtors also assert that an extension of the lease decision
deadline is consistent with the rehabilitative goals of the
Bankruptcy Code and will not unduly prejudice any of the
counterparties to the Real Property Leases.  Mr. Conlan notes
that the Debtors are current on all of their postpetition
obligations under the Real Property Leases.

In addition, Mr. Conlan points out that an extension will afford
the Debtors maximum flexibility in seeking to successfully
reorganize and implement their long-term business plan without
prejudicing the rights of lessors.

The Debtors have filed their request with the intent of it being
heard at an August 21, 2009 omnibus hearing, which is scheduled
to take place prior to the expiration of the current Deadline.
Nevertheless, if consideration of the relief asked by the Debtors
should be delayed beyond the existing Deadline, the Debtors
intend for Rule 9006-2 of the Federal Rules of Local Bankruptcy
Procedure to apply to extend the Deadline until the Court has had
an opportunity to consider the requested relief.

                       About R.H. Donnelley

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

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

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

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

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


RITZ CAMERA: SSG Advised David Ritz, RCI on Sec. 363 Purchase
-------------------------------------------------------------
SSG Capital Advisors, LLC, acted as the exclusive investment
banker to David Ritz and RCI Acquisition, LLC, in their
acquisition of substantially all of the assets of Ritz Camera
Centers under Section 363 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware.  The transaction
closed in July, 2009.

Ritz Camera Centers is the largest photo specialty retail chain in
the U.S. Operated under the Ritz Camera and Wolf Camera brands,
the Company maintained approximately 800 stores that generated
$1 billion of revenue prior to filing for Chapter 11 bankruptcy
protection in February, 2009.  Upon the Chapter 11 filing, the
Company went through an operational restructuring that included
closing all but 375 of the larger footprint stores and
dramatically reducing SG&A.

David Ritz and Fred Lerner on behalf of RCI Acquisition and team
members Scott Neamand, Steve LaMastra and Tom Hermann spearheaded
an effort to buy the Company out of Chapter 11 and maintain it as
a going concern.  Facing a stalking horse bid from a private
equity firm and competing bids from the country's largest
liquidators, RCI Acquisition outlasted all other bidders after a
24-hour all night auction on July 21 to emerge as the highest and
best bid and only offer to maintain Ritz Camera Centers as a going
concern.  The sale was approved by Judge Mary Walrath of the U.S.
Bankruptcy Court for the District of Delaware on July 23 and
closed on July 24, 2009.

SSG was retained by David Ritz and the RCI Acquisition team to
structure, negotiate and raise the capital required for the
acquisition.  "In a retail and credit environment that has
resulted in the liquidation of most retailers forced into Chapter
11, it was a great success to save Ritz Camera Centers and the
jobs of thousands of employees," said David Ritz, CEO of Ritz
Camera Centers and RCI Acquisition.

"SSG's unique and extensive experience in special situation M&A
transactions gave us the creditability, creativity and tenacity to
get the deal done," said Fred Lerner, President of Ritz
Interactive and RCI Acquisition.

Other professionals who worked on the transaction include:

     -- Derek Abbott, Walter Tuthill, Tarik Haskins, Matt Harvey,
        Greg Donilon and Curtis Miller of Morris, Nichols, Arsht &
        Tunnell LLP, counsel to RCI Acquisition, LLC;

     -- Irv Walker, Norm Pernick, Gary Leibowitz and Karen
        McKinley of Cole, Schotz, Meisel, Forman & Leonard, P.A.,
        counsel to the Debtor;

     -- Marc Weinsweig, Robert Duffy, Charlie Reeves and Steve
        Coulombe of FTI Consulting, financial advisors to the
        Debtor;

     -- Cathy Hershcopf, Jay Indyke, Brent Weisenberg and Lesley
        Kroupa of Cooley Godward Keronish LLP, counsel to the
        Creditors Committee; and

     -- Tim Hurley, Dan Polsky and Narendra Ganti of Deloitte,
        financial advisor to the Creditors Committee.

                 About SSG Capital Advisors

SSG Capital Advisors, LLC, is an investment bank dedicated to
representing middle market clients in restructuring situations,
both in and out of bankruptcy proceedings.  SSG provides its
clients with comprehensive advisory services in the areas of
mergers and acquisitions, financing, financial restructuring and
valuation.  SSG's professionals are well versed in all areas of
restructuring and include former bankruptcy attorneys, senior
credit officers, M&A professionals and commercial lenders.

                     About Ritz Camera

Headquartered in Beltsville, Maryland, Ritz Camera Centers, Inc. -
- http://www.ritzcamera.com/-- sells digital cameras and
accessories, and electronic products.  The Company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Irving E. Walker, Esq., Gary H. Leibowitz, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Baltimore, are
bankruptcy counsel to the Debtor.  Norman L. Pernick, Esq., and
Karen M. Mckinley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, serve as local counsel.
Thomas & Libowitz, P.A., is Debtor's special corporate counsel and
conflicts counsel.  Marc S. Seinsweig, at FTI Consulting, Inc,
acts as the Debtor's chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.  Attorneys at
Cooley Godward Kronish LLP represent the official committee of
unsecured creditors as lead counsel.  The Committee selected
Bifferato LLC as Delaware counsel.  In its schedules, the Debtor
listed total assets of $277 million and total debts of
$172.1 million.


RLC INDUSTRIES: S&P Downgrades Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Roseburg, Oregon-based wood products manufacturer RLC
Industries to 'B-' from 'B'.  At the same time, S&P removed the
rating from CreditWatch.  The rating had been placed on
CreditWatch with negative implications on March 19, 2009, and
subsequently lowered on Aug. 4, 2009, and maintained on
CreditWatch.

"The rating downgrade reflects S&P's view that over the next
several quarters RLC's credit measures could deteriorate more than
previously expected because of the continued challenging
construction end markets and depressed selling prices," said
Standard & Poor's credit analyst Andy Sookram.  As a result, the
cushion relative to the covenants governing the company's senior
secured credit facility, specifically minimum EBITDA covenant,
which were amended in June 2009, will likely remain thin at less
than 10%.  However, if RLC were to violate its financial
covenants, it has the ability to enter into timberlands-related
transactions, including stumpage sales, to remain in compliance.
In addition, in the event of a potential covenant breach, S&P
believes there is a reasonably high probability that RLC could
successfully obtain an amendment similar to that obtained in June
2009, as the credit facilities are secured by the company's
substantial timberland holdings.

The one-notch downgrade incorporates Standard & Poor's economists'
expectation that housing starts are likely to approximate 530,000
in 2009 and nonresidential construction spending to drop 15% year-
over-year.  As a result, S&P expects revenues and EBITDA to
decline 30% and 50%, respectively, in 2009.  At this level of
earnings, S&P estimate total adjusted debt to EBITDA of over 15x
and expect EBITDA to interest expense to remain under 1.5x.  At
this level of lower earnings, the cushion under the financial
covenants, including the minimum EBITDA covenant, is very thin.

The negative outlook reflects S&P's expectation for continued weak
market conditions and thin cushion under financial covenants in
the near term.  S&P believes that in the event of a potential
covenant breach, there is a reasonably high probability that RLC
could successfully obtain an amendment to its credit facilities,
given the company's substantial timberland ownership that are
included in the collateral package.  S&P could lower the rating if
S&P become concerned that RLC would not be able to successfully
address financial covenant concerns on a timely basis or if
operating performance weakens materially from S&P's expectations.

S&P could revise the outlook to stable if better market conditions
result in meaningful improvement in credit measures and a wider
cushion under the financial covenants.  Specifically, this could
occur if debt to EBITDA improves to below 7x and covenant cushion
widens to around 15%.


SAINT VINCENT: Has Deal With Soft Computer on Cure Claim
--------------------------------------------------------
Soft Computer Consultants, Inc., filed Claim No. 2344 against the
Debtors asserting a general unsecured claim totaling $352,223 for
amounts due under an agreement to provide laboratory information
systems solutions, including hardware, software, support and
maintenance to the Debtors.

The Agreement was included on the Schedules to be assumed under
the First Amended Joint Plan of Reorganization with a listed cure
amount of $0.

The Debtors have asked the Court to expunge Claim No. 2344 based
on the conclusion that all obligations under the Claim had been
satisfied by the Debtors' assumption and cure of the Agreement.
SCC however alleged that the Cure Amount was ambiguous and
incorrect.

After arm's-length negotiations and an exchange of information,
the Debtors and SCC agreed to allow the Claim on the terms set
forth in a Court-approved stipulation.

As agreed, on the Effective Date, the Claim will be allowed in
the amount of $352,223, and entitled to the treatment afforded
all other unsecured claims against the Debtors' estate under the
Plan.  SCC will receive an initial distribution under the Plan of
80% of the Claim amount.

         About Saint Vincent Catholic Medical Centers

Saint Vincent Catholic Medical Centers -- http://www.svcmc.org/--
is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.  Its behavioral health services also provide supportive
housing programs for people with mental illness throughout the
Metropolitan area.  Saint Vincent's is the designated provider for
the New York and New Jersey region of the US Family Health Plan
sponsored by the US Department of Defense.

Saint Vincent's serves as the academic medical center of New York
Medical College in New York City. The healthcare organization is
sponsored by the Roman Catholic Bishop of Brooklyn and the
president of the Sisters of Charity of New York.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates filed for Chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, filed
the Debtors' Chapter 11 cases.  On September 12, 2005, John J.
Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over
representing the Debtors in their restructuring efforts.  Martin
G. Bunin, Esq., at Thelen Reid & Priest LLP, represented the
Official Committee of Unsecured Creditors.  As of April 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  The Court confirmed the Debtors' Chapter 11 plan on
July 27, 2007.

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


SAINT VINCENT: Resolves NY Dept. of Taxation's Claim
----------------------------------------------------
The New York State Department of Taxation and Finance filed Claim
No. 1841 against Debtor Saint Vincent's Catholic Medical Centers
of New York asserting an unsecured priority claim in the amount
of $192,434 and a general unsecured claim in the amount of
$97,265.

The Debtors and the NY Tax Department have engaged in arm's-
length negotiations and have exchanged information regarding the
Claim and have determined that it is in their best interests to
reduce, reclassify and allow the Proof of Claim under the terms
of a Court-approved stipulation.

As agreed, the Claim will be reduced, reclassified and allowed as
an unsecured priority claim in the amount of $57,500 not subject
to further challenge, counterclaim, offset, reduction, or
reclassification and will be entitled to the treatment afforded
all other unsecured priority claims against SVCMC's estate under
the Plan.

         About Saint Vincent Catholic Medical Centers

Saint Vincent Catholic Medical Centers -- http://www.svcmc.org/--
is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.  Its behavioral health services also provide supportive
housing programs for people with mental illness throughout the
Metropolitan area.  Saint Vincent's is the designated provider for
the New York and New Jersey region of the US Family Health Plan
sponsored by the US Department of Defense.

Saint Vincent's serves as the academic medical center of New York
Medical College in New York City. The healthcare organization is
sponsored by the Roman Catholic Bishop of Brooklyn and the
president of the Sisters of Charity of New York.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates filed for Chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, filed
the Debtors' Chapter 11 cases.  On September 12, 2005, John J.
Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over
representing the Debtors in their restructuring efforts.  Martin
G. Bunin, Esq., at Thelen Reid & Priest LLP, represented the
Official Committee of Unsecured Creditors.  As of April 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  The Court confirmed the Debtors' Chapter 11 plan on
July 27, 2007.

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


SCC HOMES: Applies to Employ Barlow Garsek as Bankruptcy Counsel
----------------------------------------------------------------
S.C.C. Homes, Ltd., asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission to employ Barlow Garsek
& Simon, LLP, as counsel.

BGS will, among other things:

   a) advise and consult with the Debtor concerning (i) legal
      questions arising in administering and reorganizing the
      Debtor's estate and (ii) the Debtor's rights and remedies in
      connection with the estate's assets and creditors' claims;

   b) provide legal services to the Debtor relating to the sale of
      assets, outside the ordinary course of business, if
      necessary; and

   c) assist the Debtor in obtaining confirmation and consummation
      of the plan of reorganization.

In separate motions, the Debtor selected Sag Sales, LLC, and Willa
Palmer as its realtors, and Philip T. Charon, CPA, CVA, as its
accountant.

The hourly rates of BGS personnel are:

     Henry W. Simon, Jr.                $400
     Robert A. Simon                    $300
     Paul J. Vitanza                    $225

BGS received a prepetition retainer of $25,000.  In addition,
Scott Schambacher, the Company's president, agreed that on or
before September 4 and October 5, he will fund additional payments
of $10,000.  After deducting the filing fee and professional time
expended to prepare for the filing, the retainer balance is
$21,531.

To the best of the Debtor's knowledge, BGS is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

     Barlow Garsek & Simon, LLP
     3815 Lisbon Street
     Fort Worth, TX 76107
     Tel: (817) 731-4500
     Fax: (817) 731-6200

                     About S.C.C. Homes, Ltd.

Keller, Texas-based S.C.C. Homes, Ltd., aka Sterling Classic Homes
is a homebuilder.  The Company filed for Chapter 11 on Aug. 3,
2009 (Bankr. N.D. Tex. Case No. 09-44806).  In its petition, the
Debtor listed assets and debts both ranging from $10,000,001 to
$50,000,000.


SCC HOMES: U.S. Trustee Sets Meeting of Creditors for September 9
-----------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in S.C.C. Homes, Ltd.'s Chapter 11 case on Sept. 9, 2009, at
11:00 a.m.  The meeting will be held at Fritz G. Lanham Federal
Building, 819 Taylor Street, Room 7A24, Ft. Worth, Texas.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Keller, Texas-based S.C.C. Homes, Ltd., aka Sterling Classic Homes
is a homebuilder.  The Company filed for Chapter 11 on August 3,
2009 (Bankr. N.D. Tex. Case No. 09-44806).  Robert A. Simon, Esq.,
at Barlow Garsek & Simon, LLP, 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.


SCC HOMES: Wants Schedules Filing Extended Until September 2
------------------------------------------------------------
S.C.C. Homes, Ltd., asks the U.S. Bankruptcy Court for the
Northern District of Texas to extend until Sept. 2, 2009, the
deadline to file its schedules of assets and liabilities and its
statement of financial affairs.

Keller, Texas-based S.C.C. Homes, Ltd., aka Sterling Classic
Homes, is a homebuilder.  The Company filed for Chapter 11 on
Aug. 3, 2009 (Bankr. N.D. Tex. Case No. 09-44806).  Robert A.
Simon, Esq., at Barlow Garsek & Simon, LLP, 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.


SHIRLEY COSSU: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Shirley A. Cossu
               John J. Cossu
               45 Armstrong Drive
               Washington, PA 15301

Bankruptcy Case No.: 09-26013

Chapter 11 Petition Date: August 18, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtors' Counsel: Donald R. Calaiaro, Esq.
                  Calaiaro & Corbett, P.C.
                  Grant Building, Suite 1105
                  310 Grant Street
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  Email: dcalaiaro@calaiarocorbett.com

Total Assets: $1,171,070

Total Debts: $924,221

A full-text copy of the Debtors' petition, including a list of
their 19 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/pawb09-26013.pdf

The petition was signed by the Joint Debtors.


SKYPOWER CORP: Seeks Bankruptcy Protection to Sell Business
-----------------------------------------------------------
According to Michael Bathon at Bloomberg, SkyPower Corp. sought
bankruptcy protection from U.S. creditors to aid the sale of its
assets.  The Company, which is based in Toronto, filed a Chapter
15 petition (Bankr. D. Del. Case No. 09-12914), listing as much as
$500 million in both assets and debts.  Chapter 15 of the U.S.
Bankruptcy Code is designed to block U.S. lawsuits against a
foreign company with operations in the U.S. while it restructures
in its home country.

Skypower sought protection in Canada under the Companies'
Creditors Arrangement Act on Aug. 12.  Skypower said in a
statement that it filed for restructuring under the terms of the
CCAA in order to facilitate the transition of the company through
a sale process.  Skypower is a unit of Lehman Brothers Holdings,
Inc., which filed the biggest bankruptcy in history in September
2008.

As part of this restructuring, SkyPower has a commitment of
funding for US$15 million that will allow it to transition the
business through a quick and efficient competitive sales process.

                           Sale Process

SkyPower is Canada's leading developer of renewable energy
projects with a significant number of projects across the country
and around the world.  Skypower said in its Aug. 12 statement that
in recent months there has been uncertainty as to SkyPower's
strategic direction due to the bankruptcy of its principal
shareholder, Lehman Brothers.

"There are several potential bidders who have expressed interest
in purchasing SkyPower's assets," said its President & Chief
Executive Officer, Kerry Adler.

"We expect a vibrant process to maximize value for our
stakeholders and preserve the business as a going concern for the
employees, customers and suppliers."

This filing will ensure the short-term stability of the company
while assuring the long-term growth of SkyPower's interests. All
SkyPower operations will remain in operation during this time and
SkyPower management remains responsible for the day-to-day
operations of the business.

                       About Skypower Corp.

SkyPower Corp. is a leading developer of renewable energy
projects.  The company has interests in over 200 projects at
various stages of development, representing over 11,000 MW of
potential nameplate capacity.  SkyPower is developing significant
renewable energy projects in Canada, the United States, India and
Panama and the company continues to look for new opportunities in
emerging markets.  SkyPower drives all phases of project
development including exploration, construction and operation.


SOUTHEAST WAFFLES: GS Acquisitions Cancels $20.2MM Bid
------------------------------------------------------
GS Acquisitions LLC has backed out of bidding for SouthEast
Waffles LLC, court documents say.

Wendy Lee at The Tennessean reports that GS Acquisitions had
offered $20.2 million in cash and payments over time to acquire
SouthEast Waffles in July.  According to The Tennessean, the group
consists of:

   -- golfer Phil Mickelson,
   -- Gaylord Sports Management CEO Steve Loy, and
   -- former Big Idea Inc chief operating officer Terry Pefanis.

The Tennessean notes that the only offer that remains on the table
is an almost $19 million bid from parent company Waffle House.

Headquartered in Nashville, Tennessee, SouthEast Waffles, LLC dba
Waffle House -- http://www.southeastwaffles.com-- operates
restaurants.  The Company filed for Chapter 11 protection on
August 25, 2008 (Bankr. M.D. Tenn. Case No. 08-07552).  Barbara
Dale Holmes, Esq., David Phillip Canas, Esq., Glenn Benton Rose,
Esq., and Tracy M. Lujan, Esq., at Harwell Howard Hyne Gabbert &
Manner represent the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
assets and debt of between $10 million and $50 million each.


SPANSION INC: Bankr. Court Certifies Carbreros, et al., as Class
----------------------------------------------------------------
Judge Kevin Carey certified a class comprising of all Spansion
employees who have suffered an employment loss as a consequence
of a mass layoff, plant closing, or termination that occurred at
Spansion's Sunnyvale, California site of employment commencing on
February 23, 2009, and who received less than 60 days advance
notice of the mass layoff, plant closing, or termination. The
class will not include those who timely file a written request to
opt-out of the class.

Judge Carey appoints the law firms of Margolis Edelstein, Girard
Gibbs, LLP, Stueve Siegel Hanson LLP and Rudy Exelrod Zieff &
Lowe LLP as legal counsel to the Class.

Plaintiffs Wesley Cabreros and David Refuerzo are also appointed
as class representatives.

Each class members served with the Class Notice and opt-out form
will have 30 days from the date of mailing of the Class Notice
and Notice to opt-out, if they choose to exclude themselves from
the Class.

A copy of the approved Opt-Out form is available for free at:

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

Wesley Cabreros and David Refuerzo have filed a class action
lawsuit under Rule 23(a) of the Federal Rules of Civil Procedure
against Spansion, LLC and Spansion, Inc.  Messrs. Cabreros and
Refuerzo, individually and on behalf of all other similarly
situated individuals, assert that they were not given 60 days
advance written notice by Spansion of a mass lay off, as required
by the Worker Adjustment and Retraining Notification Act.  Thus,
Messrs. Cabreros and Refuerzo seek to recover back pay for each
day of WARN Act violation, as well as the claims of all
similarly-situated employees.

Messrs. Cabreros and Refuerzo were terminated on February 23,
2009, together with approximately 690 employees in the Debtors'
Sunnyvale site.

Eric H. Gibbs, Esq., at Girard Gibbs LLP, in San Francisco,
California, attorney for the Plaintiffs, relates that the claims
should be certified as a class because it satisfy the numerosity,
commonality, typicality, adequacy and superiority requirements of
a class action.  Mr. Gibbs says that members of the class exceed
100, and filing joinders is therefore impracticable.  Moreover,
Mr. Gibbs notes, the presentation of separate actions by
individual class members could create a risk of inconsistent and
varying adjudications, establish incompatible standards of
conduct for the Debtors, or substantially impair or impede the
ability of class members to protect their interests.

                     About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


STERLING FINANCIAL: Defers Interest Payments on Trust Preferreds
----------------------------------------------------------------
"As part of its ongoing strategy to manage through the current
economic cycle," Sterling Financial Corporation says it has
deferred regularly scheduled interest payments on its outstanding
junior subordinated notes relating to its trust preferred
securities.  Sterling also announced the deferral of regular
quarterly cash dividend payments on its $303 million in preferred
stock.  Sterling is allowed to defer payments of interest on the
junior subordinated notes for up to 20 consecutive quarterly
periods without default.

"Today's actions are consistent with our strategy of maintaining a
solid balance sheet and a strong liquidity position.  We continue
to focus on our core banking business and our Hometown Helpful(R)
customer service.  These are all essential elements of realizing
our long-term growth potential," said Harold B. Gilkey, chairman
and chief executive officer of Sterling Financial Corporation.
"Sterling management has been actively pursuing a strategy to
strengthen its balance sheet by reducing non-performing assets and
improving certain loan concentrations.  We believe our actions in
this challenging economic environment are in the best long-term
interest of our shareholders and customers."

Sterling estimates that the deferral of interest payments on the
junior subordinated notes and the suspension of cash dividend
payments on its preferred stock will preserve approximately
$5.7 million per quarter in cash.  At June 30, 2009, Sterling says
that all capital ratios were above the "well capitalized" minimums
under regulatory guidelines, with Sterling's total risk-based
capital ratio at 13.0% and its tier 1 leverage ratio at 8.7%.

Sterling Financial Corporation of Spokane, Washington --
http://www.sterlingfinancialcorporation-spokane.com/-- is the
bank holding company for Sterling Savings Bank, a commercial bank,
and Golf Savings Bank, a savings bank focused on single-family
mortgage originations. Both banks are state chartered and
federally insured. Sterling offers banking products and services,
mortgage lending, construction financing and investment products
to individuals, small businesses, commercial organizations and
corporations.  As of June 30, 2009, Sterling Financial Corporation
had assets of $12.40 billion and operated more than 175 depository
branches throughout Washington, Oregon, Idaho, Montana and
California.


STEPHEN ANDREANO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Stephen Craig Andreano
               Catherine Ann Andreano
               2415 Killington Dr.
               Reno, NV 89511-9147

Bankruptcy Case No.: 09-52781

Chapter 11 Petition Date: August 18, 2009

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

Judge: Gregg W. Zive

Debtors' Counsel: Jason A. Rose, Esq.
                  Fahrendorf, Viloria, Oliphant & Oster, LLP
                  327 California Avenue
                  Reno, NV 89509
                  Tel: (775) 348-9999
                  Fax: (775) 348-0540
                  Email: bankruptcy@renonvlaw.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/nvb09-52781.pdf

The petition was signed by the Joint Debtors.


STILLWATER MINING: Contract Talks with GM Unproductive
------------------------------------------------------
Stillwater Mining Company confirms having met with General Motors
Company officials on August 13, 2009.  Discussions in the meeting
centered on the Stillwater palladium and rhodium supply agreement
terminated at the request of GM in bankruptcy court proceedings
held on July 22.  Stillwater Mining is the only U.S. producer of
platinum, palladium and rhodium, essential for catalytic
converters which eliminate harmful auto emissions.

The termination of the Stillwater contract puts good paying
American jobs at risk at the same time GM is receiving massive
federal government funding of U.S. taxpayer dollars with which GM
emerged from bankruptcy.

Reporting on the meeting Stillwater Chairman and CEO Frank
McAllister stated, "The brief meeting did not yield any positive
results for our Company, its employees and other stakeholders or
the communities in which we operate.  At issue is the termination
of the Stillwater contract while at the same time GM continues to
purchase palladium from foreign suppliers in Russia and South
Africa, funded with U.S. tax payers' dollars."

Mr. McAllister continued, "The supply relationship with GM, which
dates back to 1998, was renewed in 2007 in open competitive
negotiations beneficial to the two companies.  The sole focus of
recent modifications has been on contract quantity guarantees in
the 2007 contract, a focus which was logical and obviously
necessary given the downsizing underway at GM.  We were responsive
to these requests.  Modifications to price guarantees, which GM
indicated in our meeting were key for them, had not ever been
requested or even discussed prior to the contract being
terminated, a point disputed by GM."

In seeking a continuation of the supply relationship Stillwater
appealed directly to GM, submitted a legal objection to the
bankruptcy court, petitioned the U.S. Government Auto Task Force
and sought the assistance of its elected representatives.  In the
meeting, GM officials made it clear they are not interested in
reconsidering the terminated supply contract with Stillwater,
although they did not exclude the possibility of a future
competitive supply relationship.

Mr. McAllister summarized, "Stillwater Mining Company remains able
to sell all the metals it produces, recycles and processes in the
U.S. to other customers or through well established terminal
markets.  We will continue to review and adjust our operations to
remain a safe, low cost and sustainable mine operator and producer
of palladium, platinum, rhodium and other associated metals."

                       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)

                      About Stillwater Mining

Billings, Montana-based Stillwater Mining Company --
http://www.stillwatermining.com/-- is the only U.S. producer of
palladium and platinum and is the largest primary producer of
platinum group metals outside of South Africa and Russia.  The
Company's shares are traded on the New York Stock Exchange under
the symbol "SWC."

As reported by the Troubled Company Reporter on July 13, 2009,
Standard & Poor's Ratings Services placed its ratings, including
its 'B-' corporate credit rating on Stillwater Mining, on
CreditWatch with negative implications.  "The CreditWatch listing
reflects S&P's concern regarding the possible loss of the supply
contract between Stillwater and General Motors Corp.  The
company's platinum group metals supply agreements with GM and Ford
Motor Co. include provisions that guarantee a minimum purchase
price for palladium and platinum even when prices fall below
stipulated levels, a benefit to Stillwater given the relatively
low PGM prices," said Standard & Poor's credit analyst Maurice
Austin.


SS&C TECHNOLOGIES: Posts $3.5MM Net Income for June 30 Quarter
--------------------------------------------------------------
SS&C Technologies, Inc. reported revenue of $67.3 million on a
GAAP basis for the second quarter ended June 30, 2009.  This
represents a decrease of $4.9 million, or 6.8%, from revenues over
the same period in 2008, with $3.0 million of the decline
resulting from the negative impact of foreign exchange and
acquisitions contributing $4.1 million.  Net income, on a GAAP
basis, for the second quarter of 2009, was $3.5 million.

"While market conditions remain unpredictable we saw a positive
turn in revenues from $63.7 million in the first quarter of 2009
to $67.3 million in the second quarter, a 5.5% increase," said
Bill Stone, Chairman and CEO, SS&C Technologies.  "We have
continued to focus on productivity improvements and cost controls
and as a result have maintained our high operating margins.  For
the rest of 2009, we see reasonably healthy sales pipeline
activity around the world and as a result; believe our revenues
will continue to stabilize in Q3 and Q4."

As of June 30, 2009, the Company had $1.13 billion in total assets
and $528.3 million in total liabilities.  SS&C ended the quarter
with $39.1 million in cash and cash equivalents, and
$409.8 million in debt for a net debt balance of $370.7 million.
SS&C generated net cash from operating activities of $20.9 million
for the six months ended June 30, 2009, compared to $25.0 million
for the same period in 2008.  This decrease is related in part to
an increase in income tax payments of $11.7 million compared to
$8.0 million in the same period in 2008.

"We will continue to use cash to acquire new businesses, and pay
down debt and deleverage our business.  Our consolidated total
leverage, as defined in our senior credit facilities, is now 3.3
times consolidated EBITDA compared to 6.8 times when we went
private," said Mr. Stone.

"During the second quarter, we acquired the assets and related
business associated with Unisys Corporation's MAXIMIS software.
Sophisticated large investment management firms use MAXIMIS
software for their investment accounting, regulatory and
management reporting needs," noted Mr. Stone. "We feel this
acquisition represents an excellent strategic fit within our
institutional software and services offering, and we expect it
will create new opportunities to sell to new and existing
clients."

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?4247

Based in Windsor, Connecticut, SS&C Technologies --
http://www.ssctech.com/-- delivers investment and financial
management services and software focused exclusively on the
financial services industry.  SS&C serves clients in the different
industry segments, including: 1) insurance entities and pension
funds, 2) institutional asset management, 3) hedge funds and
family offices, 4) treasury, banks and credit unions 5) municipal
finance, 6) real estate property management, 7) commercial lending
and 8) financial markets.

In September 2008, Standard & Poor's Ratings Services revised its
outlook on SS&C Technologies to positive from stable.  At the same
time, Standard & Poor's affirmed the ratings on the company,
including the 'B+' corporate credit rating.

This concludes the Troubled Company Reporter's coverage of SS&C
Technologies until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


SUGARHOUSE HSP: Moody's Assigns 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and Probability of Default Rating to SugarHouse HSP Gaming Prop.
Mezz, LP.  Moody's also assigned a B3 rating to the company's
proposed $180 million first lien credit facilities due 2014.  All
ratings are subject to receipt and review of final documentation.
The rating outlook is stable.

Proceeds from the new $180 million senior secured credit
facilities -- as well as a planned (and unrated) $30 million
Furniture Fixture & Equipment facility -- will be used to fund the
$150 million construction portion of the SugarHouse Casino project
in downtown Philadelphia, PA.  Proceeds will also be used to fund
a cash interest reserve designed to cover interest payments
through three months after the casino's scheduled opening date.
The company's sponsors have already invested $167 million of
common and preferred equity proceeds to pay the license fee,
acquire land, and fund pre-development costs incurred to date.

HSP's B3 ratings consider the start-up nature of the casino
project, single property concentration risk, and expected further
increase in gaming supply in eastern Pennsylvania, the company's
primary market area.  The ratings also reflect the weak macro-
economic environment that is expected to continue to pressure
consumers' gaming budgets.  Positive rating consideration is given
to the population density and favorable demographics of the
eastern Pennsylvania gaming market.  The ratings also acknowledge
the cash contribution from the project sponsors that represents
about 45% of the $377 million total development costs.

The stable outlook is based on Moody's expectation that
SugarHouse's downtown Philadelphia, PA location will provide
enough customer traffic and demand for the project to generate
positive free cash flow and maintain debt/EBITDA at or below 6
times (credit metrics include Moody's standard analytic
adjustments as well as the application of 75% equity credit to the
company's $159 million preferred stock).  The stable rating
outlook also anticipates that there will be significant
restrictions put into place with respect to HSP's ability to pay
dividends, raise additional debt, and make capital investments
beyond what is currently planned.

First time ratings assigned:

* Corporate Family Rating at B3

* Probability of Default Rating at B3

* $10 million first lien secured revolver expiring 2014 at B3 (LGD
  3, 49%)

* $150 million first lien funded term loan due 2014 at B3 (LGD 3,
  49%)

* $20 million first lien delayed draw term loan due 2014 at B3
  (LGD 3, 49%)

SugarHouse HSP Gaming Prop. Mezz, LP, is in the process of
building the SugarHouse Casino along the Delaware River waterfront
in Philadelphia, PA.  HSP Gaming, LP, the parent company of HSP,
was awarded a category 2 gaming license by the Pennsylvania Gaming
Control Board in December 2006 and is majority owned and
controlled by Neil Blum and Greg Carlin.


T ASSET: Files Chapter 11 As Halcyon Unit Faces Foreclosure
-----------------------------------------------------------
Dave McNary at Variety.com reports that T Asset Acquisition has
filed for Chapter 11 bankruptcy protection in a federal bankruptcy
court in Los Angeles.

T Asset, according to Variety.com, said Tuesday that it had
commenced reorganization proceedings and will seek to restructure
its financial obligations and emerge from Chapter 11 this year or
in 2010.

The New York Times relates that "Terminator Salvation" producers
Derek Anderson and Victor Kubicek filed in Los Angeles Superior
Court on Monday a pair of $30 million lawsuits against hedge fund
Pacificor LLC -- which lent them the money to buy rights to the
film's series -- and Kurt Benjamin, a former Pacificor employee
who arranged the loans.

According to The Times, Messrs. Anderson and Kubicek accused
Mr. Benjamin of fraudulent dealings that have pushed their
company, Halcyon Co., close to loan foreclosure.  The Times states
that a second lawsuit filed on the same day asked that the court
wipe out a lien filed last week by Pacificorp against Dominion
Group, which is also owned by Messrs. Anderson and Kubicek.

"Terminator Salvation", a Warner Bros.' and Sony Pictures' release
that has brought in $369 million at the worldwide box office since
its May 2009 release was over budget by $17 million, court
documents say.  The Times says that Halcyon took care of
$5.6 million in over-budget costs.

T Asset Acquisition is a Halcyon Co. subsidiary that owns the
rights to the "Terminator" franchise.


T ASSET: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: T Asset Acquisition Company LLC
        8455 Beverly Blvd, Suite 600
        Los Angeles, CA 90048

Case No.: 09-31853

Chapter 11 Petition Date: August 17, 2009

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

Judge: Ernest M. Robles

Debtor's Counsel: Scott F. Gautier, Esq.
            10100 Santa Monica Blvd, Ste. 1450
            Los Angeles, CA 90067
            Tel: (310) 552-3100
            Email: sgautier@pwkllp.com

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

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

The petition was signed by Derek Anderson or Victor Kubicek, the
company's co-CEO.

Debtor's List of 6 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Paul Wilmot Communications     Contract               $12,476
LLC

FocusAdvisory Services LLC     Contract               $5,940

Magazines.com LLC              Subscription           $1,014

American Express               Credit Card            $690

Valet Parking Service          Parking                $660

Jennifer Malloy                Expenses               $53


TEXAS SOUTHERN UNIV: Moody's Ups Rating on $96.6MM Bonds to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has upgraded Texas Southern University's
debt rating to Ba1 from Ba3.  The rating action affects
$96.6 million of fixed rate Revenue Financing System bonds.  The
upgrade reflects continued strong financial support from the State
of Texas (rated Aa1), removal of probationary accreditation
status, and improved financial controls and oversight as
demonstrated by the completion of two years of audited financial
data.  The rating outlook is revised to positive from developing
reflecting the potential for continued credit improvement if TSU
were to retain significant state support, complete audited
financial statements in a timely fashion, maintain external
accreditation, and stabilize enrollment and associated revenue
pledged to bondholders.

Moody's also rates $32.2 million of fixed rate constitutional
appropriation bonds, which are rated Aa2 based on constitutionally
protected appropriations of the State of Texas.  TSU also has
$71.1 million of variable rate demand debt issued through limited
liability corporations which Moody's views as direct debt of the
University.  The tender feature on these variable rate bonds are
supported by letters of credit and are rated by Moody's based on
the credit quality of the letter of credit banks (see RATED DEBT
section).

Legal Security: Revenue Financing System Bonds are secured by a
pledge of Revenue Funds, which include the revenues, incomes,
receipts, rentals, rates, charges, fees, grants, and tuition
levied or collected from any public or private source by the
University.  Government appropriations and Higher Education
Assistance Funds are excluded from pledged revenues, except as
specifically appropriated by the Legislature.  Bonds are further
secured by debt service reserve funds funded with surety bonds
provided by the respective municipal bond insurers (see RATED DEBT
below).  In practice, the bulk of the University's RFS debt is
eligible for and receives debt service reimbursement through state
appropriations that are approved each biennium, although there is
no legal pledge of this funding.

Debt-Related Derivative Instruments: None

                             Strengths

* History of strong support for this public university in Houston
  from the State of Texas (rated Aa1), particularly during periods
  of financial difficulties.  For the FY 2010-2012 biennium, TSU
  received $13.5 million of supplemental appropriations for
  Hurricane Ike damages incurred in fall 2008, supplemental
  appropriations for debt service, and a 4% increase in formula
  funding (state operating appropriations).

* Debt service reimbursement from the State for approximately 90%
  of the University's outstanding revenue financing system debt
  through the Tuition Revenue Bond (TRB) program.  However, the
  State is not legally obligated to provide this funding for the
  tuition revenue bonds and the actual payment obligation remains
  TSU's alone.

* Unique market niche within the State of Texas as a large, urban,
  historically black university, with diversified program
  offerings in the demographically vibrant city of Houston.

* Replacement of the University's governance and management team
  after significant turnover and the implementation of TSU's
  reorganization plan provide prospects for stabilization of
  credit fundamentals over time.  As of August 2009, the
  University's new management team has nearly completed the
  reorganization plan that was created in 2007.

                            Challenges

* Sharp enrollment declines, falling from a peak of nearly 12,000
  students in fall 2005 to 9,100 in fall 2008 (headcount).
  Stabilizing student enrollment will remain a challenge in the
  near-term, especially as the University grapples with
  significantly smaller entering classes in fall 2007 and 2008
  (approximately 1,300 students compared to 2,200 in 2005).
  Improved retention rates, as reported by management, should help
  contribute to enrollment stabilization or growth (freshmen to
  sophomore retention rate improved to 62% in fall 2009 from 49%
  in fall 2008).

* Prior weaknesses in the University's management have created
  legacy financial control problems that need to be corrected.
  These weaknesses contributed to significant delays in financial
  reporting the last two years.  Fiscal 2007 and 2008 audited
  financial statements were completed in April 2009.  The accuracy
  of previously reported financial data is uncertain, with an
  external auditor, Deloitte and Touche, unable to conclude an
  audit for fiscal years 2006 and 2005.  In addition, these
  weaknesses led to failure to make timely debt service payments
  on two separate occasions within the past three years despite
  having sufficient funds on hand to do so.  New management has
  implemented additional oversight of disbursements and expects
  more timely release of fiscal 2009 financial statements.

* Debt structure of transactions financed through limited
  liability corporations  employ letters of credit that add credit
  risk of unexpected claims on liquidity should a default occur
  and the bonds are accelerated by the bank.  Moody's classifies
  $71.1 million of transactions financed through LLCs as direct
  debt obligations of the University.  Management is exploring
  options to refinance the debt, and the University will be taking
  over management of the housing and parking facilities financed
  by this debt.

* Highly concentrated investment allocation with $27.2 million of
  endowment assets managed almost entirely by three funds.  As of
  June 30, 2009, TSU endowment was invested in 56.6% traditional
  equities (comprised of two funds: 22.0% and 34.5%), 37.5% fixed
  income (one fund), and 6.0% in cash.

* Highly leveraged from both a balance sheet and operating
  perspective with management reporting plans to issue
  $31.5 million of Revenue Financing System Bonds within one year
  to finance the construction of a science and technology
  building.  Based on FY 2008 financial results, unrestricted net
  assets would cover pro-forma direct debt 0.1 times and debt to
  revenues of 1.4 times.  However, the planned issuance is
  eligible for debt service reimbursement from the State through
  the Tuition Revenue Bond program.

Recent Developments:

In June 2009, the Southern Association of Colleges and Schools
removed TSU's accreditation from probation status.  The University
had been on probation since December 2007.  The University
continues to submit monitoring reports to SACS to demonstrate
progress in addressing areas of concern.  Federal regulation and
Commission policy require the University to be in compliance with
all accreditation standards within two years following the
Commission's original action.  If TSU is not in compliance by
December 2009, the Commission could grant the University
additional time (six months to two years) and place the University
on probation or TSU could be removed from membership (termination
of accreditation).  The maintenance of the University's
accreditation is a critical credit factor since without
accreditation students would not be eligible for federal financial
aid.  Currently, more than 80% of TSU's students receive federal
financial aid, nearly 60% in the form of need-based federal Pell
grants.

In August 2009, the U.S. Department of Education waived an
$11.3 million liability related to the management of TSU's student
financial aid programs, specifically Pell Grants.  The Department
of Education originally imposed a penalty of $40 million in 1991,
claiming that the University could not prove that federal
financial aid was received by eligible students due to poor record
keeping, lack of satisfactory academic progress of students who
received Pell Grants, and inability to track the last date of
attendance for student refunds.

During the most recent legislative session, the State appropriated
$13.5 million for TSU's Hurricane Ike recovery efforts.  In fall
2008, the Hurricane caused approximately $30 million worth of
damage to the campus.  Management expects that a combination of
State funding, Federal Emergency Management Agency (FEMA)
reimbursement, and private insurance will cover the complete cost
of the storm damages.  At this time, the University has received
approximately $4 million in FEMA reimbursements.  Capital
improvements associated with Hurricane Ike should be completed in
fiscal 2010.

Management reports plans to assume management of the parking
garages and housing projects which were financed by debt issued
through limited liability corporations.  In FY 2010, TSU will
assume management of the student housing facilities from Ambling
Management Company and the parking garages from Integrity Parking
System.  Management expects that housing occupancy for fall 2009
will be over capacity and has made arrangements for overflow
housing, if necessary.  Moody's classifies $71.1 million of
variable rate demand debt issued through limited liability
corporations as direct debt obligations of TSU, with bond
repayment ultimately secured by payment from the University.

The University's endowment declined by 11.64% for the fiscal year
through June 30, 2009.  The endowment asset allocation is
relatively conservative, with nearly one-half of the portfolio
invested in cash or fixed income and the other half in traditional
equities.  As of June 30, 2009, the endowment was invested in
56.6% traditional equities, 37.5% in fixed income, and 6.0% in
cash.  Moody's notes that TSU's endowment is highly concentrated,
with two funds comprising the equity portfolio (22.0% and 34.5%)
and only one fund in the fixed income portfolio (37.5%).

                             Outlook

The rating outlook is positive in recognition of the prospects for
credit improvement associated with the completion of the
University's reorganization plan and continued strong State
support.  Positive rating pressure could occur if TSU were to
maintain its accreditation, stabilize enrollment, and produce
timely financial statements.

                 What could change the rating -- UP

Ability to demonstrate stabilized enrollment and revenues in
support of debt service, continued strong fiscal support by the
State with improved oversight for the University

               What could change the rating -- DOWN

Enrollment declines leading to weak debt service coverage from
pledged revenues; failure by the State to continue to provide the
necessary level of financial support and oversight to enable the
University to recover from its latest crisis

Rating History:

* August 2009: Rating upgraded to Ba1 from Ba3, rating outlook
  revised to positive from developing

* February 2009: Rating affirmed at Ba3; rating outlook remains
  developing

* October 2007: Rating confirmed at Ba3, rating outlook changed to
  developing from negative

* July 2007: Rating downgraded to Ba3 from Baa3, remains on
  watchlist for downgrade

* April 2007: Rating downgraded to Baa3 from A3, remains on
  watchlist for downgrade

* February 2007: Constitutional Appropriation Bonds downgraded to
  Aa2 from Aa1

* January 2007: Rating placed on watchlist for downgrade

* June 2006: Negative outlook placed on rating at A3 level

* March 2004: Rating upgraded to A3 from Baa1

* May 2003: Rating outlook changed to positive at the Baa1 level

* March 2002: Rating upgraded to Baa1 from Baa3

* March 1998: Baa3 rating assigned to Series 1998 Bonds

Key Indicators (FY 2008 financial data and fall 2008 enrollment
data):

* Figures in parentheses include a pro-forma 20% reduction to
  financial resources as of 8/31/2008 that reflects investment
  losses and endowment spending in FY 2009

  -- Fall Enrollment: 7,820 full-time equivalent students (9,102
     headcount)

  -- Total Direct Debt: $96.6 million of Revenue Financing System,
     $32.2 million Constitutional Appropriation Bonds,
     $71.1 million of variable rate demand debt issued through
     limited liability corporations

  -- Expendable Financial Resources: $64.6 million ($51.6 million)

  -- Expendable Financial Resources to Direct Debt: 0.3 times (0.2
     times)

  -- Expendable Financial Resources to Operations: 0.4 times (0.3
     times)

  -- Reliance on Tuition and Auxiliary Revenue: 31.5%

  -- Reliance on State Funding: 47.1%

  -- State of Texas Rating: Aa1, Stable

                            Rated Debt

* Revenue Financing System Bonds:

  -- Series 1998 A-1, Series 2002: Ba1, insured by National Public
     Finance Guarantee Corp, formerly MBIA (current financial
     strength rating is Baa1 with a developing outlook)

  -- Series 1998 A-2 and B, Series 2004: Ba1, insured by Ambac
     (current financial strength rating is Caa2 with a developing
     outlook)

  -- Series 2003: Ba1, insured by FGIC

* Constitutional Appropriation Bonds:

  -- Series 2004 and 2005: Aa2 (based on an appropriation in the
     Texas state constitution)

* Affiliated Debt:

  -- City of Houston Higher Education Finance Corporation
     (University Courtyard Project) Variable Rate Demand Housing
     Revenue Bonds, Series 2000A: Aa1/VMIG1 based on a Letter of
     Credit provided by Wachovia Bank, N.A. (expires January 5,
     2010)

  -- City of Houston Higher Education Finance Corporation
     (Tierwester Oaks and Richfield Manor Projects) Variable Rate
     Demand Housing Revenue Bonds, Series 2003A & 2003C: Aaa/VMIG1
     based on a Letter of Credit provided by Bank of New York
     Mellon (expires March 4, 2010)

  -- Crawford Education Facilities Corporation (University Parking
     System Project) Series 2004A & 2004B: Aa1/VMIG1 based on a
     Letter of Credit provided by BNP Paribas (expires November
     30, 2009)

The last rating action was on February 6, 2009, when Moody's
affirmed Texas Southern University's Revenue Financing System
Bonds Ba3 debt rating and developing outlook.


TLC VISION: Moody's Cuts Probability of Default Rating to 'D'
-------------------------------------------------------------
Moody's Investors Service has lowered the probability of default
rating of TLC Vision Corporation to D from Caa3.  Concurrently,
the corporate family rating was downgraded to Ca from Caa3 and the
ratings on the senior secured credit facility and term loan were
downgraded to Ca from Caa3.  The rating outlook is stable.

The downgrade of the PDR to D reflects TLCV's failure to make the
quarterly interest and principal payments, due on June 30, 2009,
within the 5 calendar-day grace period in the original credit
agreement.  Despite the company's ability to obtain a waiver of
existing defaults through September 9, 2009, and an extension of
the time for payment of the interest and principal to
September 10, 2009, Moody's views all missed or delayed payments
of interest and/or principal as defaults under its definition of
defaults.  Given the default status of the rated debt, Moody's
does not anticipate further rating actions in the near term.

These ratings were downgraded:

  -- Corporate Family Rating to Ca from Caa3;

  -- Probability of Default Rating to D from Caa3;

  -- Senior Secured Revolver to Ca (LGD3, 42%) from Caa3 (LGD3,
     42%); and

  -- Senior Secured Term Loan to Ca (LGD3, 42%) from Caa3 (LGD3,
     42%).

This rating was affirmed:

  -- SGL-4 Speculative Grade Liquidity Rating;

The previous rating action for TLCV was the April 7, 2009
downgrade of the corporate family rating to Caa3 from B3.

TLCV's ratings were assigned by evaluating factors Moody's believe
are relevant to the credit profile of the issuer, such as i)
scale, diversity and competitive position, ii) profitability, iii)
financial strength, including the sustainability of the existing
capital structure and iv) liquidity profile.  These attributes
were compared against other issuers both within and outside of
TLCV's core industry and TLCV's ratings are believed to be
comparable to those of other issuers of similar credit risk.

Headquartered in Mississauga, Ontario, Canada, TLC Vision
Corporation is a diversified eye care services company with a
majority of the company's revenues generated from laser refractive
surgery, which involves an excimer laser to treat common
refractive vision disorders such as myopia (nearsightedness),
hyperopia (farsightedness) and astigmatism.  For the twelve months
ended March 31, 2009, the company generated approximately
$255 million in revenues.


TLC VISION: S&P Downgrades Corporate Credit Rating to 'CC'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on TLCV to 'CC' from 'CCC'.  The outlook
remains negative.  In addition, the rating on operating subsidiary
TLC Vision (USA)'s $110 million secured credit facility was
lowered to 'CC' from 'CCC'.

"The downgrade on TLCV reflects its declining liquidity and
continuing bank negotiations to reach a permanent solution with
its lending group," said Standard & Poor's credit analyst Cheryl
Richer.  "TLCV was unable to comply with its bank loan covenants
as of Dec. 31, 2008, March 31, 2009, and June 30, 2009."  As of
June 30, 2009, St. Louis, Missouri-based TLC Vision Corp. failed
to make various mandatory payments under its credit agreements,
including interest and principal payments.  The company's
deteriorating financial performance reflects its concentration in
economically sensitive discretionary laser vision correction
procedures, which overshadow its stability of its eye care
services.

TLCV obtained from its lenders a limited waiver, consent, and
amendment No. 3 to its credit agreement, dated June 5, 2009, which
expired on June 30, 2009.  On Aug. 3, 2009, TLCV announced that it
had obtained from its lenders a limited, waiver, consent, and
amendment No. 4 to the credit agreement that provides a limited
waiver of certain defaults.  The waiver provides that lenders
will, until Sept. 9, 2009, forbear from exercising their rights
arising out of the nonpayment of certain principal, interest, and
other payments previously due.  The amendment also amends certain
terms of the credit agreement and provides for the accrual of
default interest at an additional 2% per annum rate.

The current weak U.S. economy has negatively affected total
revenues, which declined 22% for the six months ended June 30,
2009, over the 2008 period.  About 60% of revenues come from the
company's 71 fixed-site refractive centers and mobile refractive
operations and 40% come from eye care services that are covered by
medical insurance.  The revenues from refractive centers and
refractive access services declined 36% and 25%, respectively, for
the six months ended June 30.  The company has taken several steps
to cut costs and formulate strategy, including the closure of
three majority owned refractive centers during the first half of
2009 and a roughly 15% reduction in its workforce.  In April 2009,
the chief executive officer resigned, and in May 2009, three
executive officers (including the chief financial officer) were
terminated to cut costs.  TLCV created the position of chief
restructuring officer and formed an office of the chairman.
Still, the company's debt burden is not sustainable in relation to
contracted operations.  Although options include asset sales or
sale of the entire business, a capital infusion, or a debt
restructuring, continued financial deterioration could cause the
company to seek a court reorganization to restructure its
obligations.

The negative outlook reflects continued deterioration of financial
performance and liquidity, which S&P believes make it increasing
unlikely for the company to avoid a default.  To the extent a debt
restructuring would encompass an equity exchange, or other terms
deemed by us to equate to less than full recovery of principal,
S&P could lower its ratings on the company to 'SD' (selective
default).


TLCVISION CORP: Has $4.4MM Q2 Net Loss; Issues Bankruptcy Warning
-----------------------------------------------------------------
TLCVision Corporation swung to a net loss of $4,414,000 for the
three months ended June 30, 2009, from net income of $876,000 for
the same period a year ago.  For the six months ended June 30,
2009, the Company posted a net loss of $2,825,000 from net income
of $9,764,000 for the same period a year ago.

As of June 30, 2009, the Company had total assets of $139,659,000
and total liabilities of $166,618,000.  As of June 30, 2009, the
Company had total TLC Vision Corporation stockholders' deficit of
$42,786,000.

James B. Tiffany, President and Chief Operating Officer of
TLCVision, commented, "TLCVision posted strong operating results
during the second quarter of 2009, despite the current economic
environment.  Our refractive centers procedure volume, down 28%
from the prior year's quarter, outperformed industry estimates.
Additionally, we were able to increase our market share in the
second quarter to 15% versus 14% in the prior year period.

"Our non-refractive businesses, which include other surgical
procedures and general eye care, accounted for 44% of our total
revenue for the quarter.  We also continue to realize significant
cost reductions related to ongoing initiatives that generated
approximately $11.4 million of cost savings in the second quarter
of 2009 versus the prior year.  Our cash balance at June 30, 2009
was $14.1 million."

               Limited Covenant Waiver Thru Sept. 9

Due to the decline in customer demand during the trailing 12-month
period, and the resulting decline in sales, the Company's
deteriorating financial performance resulted in the Company's
inability to comply with its primary financial covenants under
its Credit Facility as of December 31, 2008, March 31, 2009, and
June 30, 2009.

The Company obtained from its lenders a Limited Waiver, Consent
and Amendment No. 3 to Credit Agreement, dated June 5, 2009 and
continuing through June 30, 2009.  The Limited Waiver, Consent and
Amendment No. 3 provided, among other things, a limited waiver
expiring June 30, 2009, of certain defaults, amended certain terms
of the Credit Agreement, consented to the dissolution of several
inactive subsidiaries, provided for the payment by the Company of
certain fees and expenses incurred by the lenders, delayed
mandatory payment of $1.4 million of principal arising from a tax
refund, and released any claims the Company may have had against
the lenders.

As of June 30, 2009, the Company failed to make various mandatory
payments under its Credit Agreement and related amendments.  The
payments included interest on the term and revolving credit
advances of $200,000 and principal payments on term advances of
$200,000.

On August 3, 2009, the Company said it obtained from its lenders a
Limited Waiver and Amendment No. 4 to Credit Agreement, dated
June 30, 2009.  The Limited Waiver and Amendment No. 4, among
other things, provides a limited waiver through September 9 of
certain defaults and provides that lenders will, until
September 9, forbear from exercising their rights arising out of
the non-payment of certain principal, interest and other payments
previously due.  The amendment also amends certain terms of the
Credit Agreement, provides for the accrual of default interest at
an additional 2% per annum over otherwise applicable rates and
releases any claims the Company may have had against the lenders.

Given that it is unlikely that the Company will be in compliance
with the covenants currently in the Credit Facility for the
balance of 2009 beyond the current waiver period unless amended,
all term borrowings aggregating $76.7 million under the Credit
Facility have been recorded as current liabilities as of June 30,
2009 and December 31, 2008.

At June 30, 2009, and December 31, 2008, the Company has working
capital deficiencies of roughly $103.1 million and $99.5 million,
respectively.  The Company borrowed an additional $17.4 million
under the revolving portion of its Credit Facility during the six
months ended June 30, 2009, which reduced the open availability
under the Credit Facility to roughly $500,000 at June 30, 2009.
The outstanding balance of $23.4 million under the revolving
portion of the Credit Facility is also recorded as a current
liability as of June 30, 2009.

                        Bankruptcy Warning

The Company will likely continue to incur narrow operating losses
in 2009 and its liquidity will likely remain constrained such that
it may not be sufficient to meet the Company's cash operating
needs in this period of economic uncertainty.  The Company is in
active discussions with its lenders to ensure that it has
sufficient liquidity in excess of what is available under its
Credit Facility, although there is no assurance that the Company
can obtain additional liquidity on commercially reasonable terms,
if at all.  If the Company is unable to obtain or sustain the
liquidity required to operate its business the Company may need to
seek to modify the terms of its debts or to reorganize its capital
structure.  There can be no assurances that the lenders will grant
such restructuring, waivers or amendments on commercially
reasonable terms, if at all.  If the Company is unable to obtain
or sustain the liquidity required to operate its business, the
Company may need to seek to modify the terms of its debts through
court reorganization proceedings to allow it, among other things,
to reorganize its capital structure.

The Company's independent registered public accounting firm's
report issued in the December 31, 2008 Annual Report on Form 10-K
included an explanatory paragraph describing the existence of
conditions that raise substantial doubt about the Company's
ability to continue as a going concern, including significant
losses, limited access to additional liquidity and compliance with
certain financial covenants.

                           Kremer Option

During 2005, the Company acquired a substantial portion of the
assets of Kremer Laser Eye.  As of June 30, 2009, Kremer operates
three refractive centers, which the Company has an approximate 84%
ownership interest, and one ambulatory surgery center, which the
Company has a 70% ownership interest.  As part of a transfer
rights agreement entered on the acquisition date between the
Company and the non-controlling holders of Kremer, the non-
controlling holders retain options that could require the Company
to purchase the remaining non-controlling interest.  The first
option can be exercised during July 2009 with all remaining
options being exercisable during July 2010 and 2012.

During July 2009, the Company received formal notification from
the minority holders of Kremer of their intent to exercise the
first option.  The option, if exercised, would transfer a portion
of the remaining non-controlling interest of Kremer to TLCVision
in exchange for roughly $1.9 million due August 2009.  If the
Company fails to make such payment all remaining options could
become exercisable on an accelerated basis.  The Company is
currently in discussions with the non-controlling interest holders
of Kremer to amend the terms of the transfer rights agreement.

                       Shareholders' Meeting

TLCVision held its 2009 Annual and Special Meeting of Shareholders
on June 19, 2009, in Toronto, Ontario.  At the meeting,
shareholders elected these individuals to serve one-year terms on
the Board of Directors:

      -- Michael D. DePaolis
      -- Jay T. Holmes
      -- Gary F. Jonas
      -- Olden C. Lee
      -- Richard L. Lindstrom
      -- Warren S. Rustand
      -- Toby S. Wilt

TLCVision shareholders also approved these resolutions:

     -- Re-appointment of Ernst & Young LLP as auditors of the
        company

     -- TLC Vision Corporation 2009 Long-Term Incentive Plan

     -- One-time stock option exchange program for employees

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?4248

                          About TLCVision

TLCVision Corporation (NASDAQ:TLCV; TSX:TLC) --
http://www.tlcv.com/-- is North America's premier eye care
services company, providing eye doctors with the tools and
technologies needed to deliver high-quality patient care.  Through
its centers' management, technology access service models,
extensive optometric relationships, direct to consumer advertising
and managed care contracting strength, TLCVision maintains leading
positions in Refractive, Cataract and Eye Care markets.


TOUSA INC: Berger Singerman to Help Prosecute Sec. 550 Claims
-------------------------------------------------------------
Tousa Inc. and its affiliates sought and obtained the Court's
authority to expand the scope of employment of Paul Steven
Singerman, Esq., and his law firm, Berger Singerman, P.A., as
their counsel.

Under the expanded services, Berger Singerman will prepare and
prosecute claims arising under Section 547 and 550 of the
Bankruptcy Code, including pre-lawsuit demands, settlement of
those preference actions, any subsequent appeals, in addition to
objecting to the claims of defendants in the Preference Actions
for failure to repay recoverable avoidable transfers pursuant to
Section 502(d) of the Bankruptcy Code.

The Debtors emphasize that Berger Singerman's familiarity and
experience in matters relating to the Preference Actions will be
most efficient for them, and will maximize the value of their
estates and increase the ultimate distribution to creditors.

The Debtors have also obtained Court authority to pay Berger
Singerman for its additional services in this contingency fee
structure:

  A. Upon the institution of a lawsuit and pre-answer date, the
     firm will be entitled to 27.5% of recoveries, with
     recoveries measured on a case-by case basis, not
     aggregated.

     Upon the institution of a lawsuit and post-answer date, but
     pre-appeal period, the firm will be entitled to 27.5% on
     the first $250,000 of recovery; 30% on the next $750,000 of
     recovery; and 33% on recoveries over $1,000,000, with
     recoveries measured on a case-by-case basis, not
     aggregated.

     Upon the institution of a lawsuit and post-judgment, the
     firm will be entitled to 37% of recovery, with recoveries
     measured on a case-by-case basis, not aggregated.

  B. If prosecution and settlement efforts in connection with
     the Preference Actions result in the reduction or waiver of
     claims by the targets, then Berger Singerman would be
     paid using the previous formulae; provided that the amount
     by which a claim is reduced would be multiplied by the
     dividend payable in respect of a like claim under the Plan.

  C. Berger Singerman will be paid immediately from any recovery
     and will file with the Court a notice of the fees withheld
     from the recovery.  Any party-in-interest will have 10 days
     from the date of the filing of the notice to object to the
     withheld fees.  Any funds remaining after the payment of
     Berger Singerman's fees will be remitted to the Debtors.

  D. The Debtors would be responsible for the advancement or
     prompt reimbursement of all costs incurred by Berger
     Singerman in connection with the prosecution of the
     Preference Actions, including costs and expenses
     recoverable under our existing engagement letter dated
     October 19, 2007 with the Debtors, filing fees and
     expert fees and costs.

The Debtors note that the contingent fee is reasonable and does
not exceed rates typically charged in preference actions.

Pursuant to Rule 2014 of the Federal Rules of Bankruptcy
Procedure, Mr. Singerman, Esq., a shareholder at Berger
Singerman, disclosed that David L. Gay, formerly with Smith,
Hulsey & Busey, is now affiliated with Berger Singerman.  Smith
Hulsey is counsel to the First Lien Revolver Lenders in the
Debtors' Chapter 11 cases.  Mr. Gay informed Berger Singerman
that while he was employed by Smith Hulsey, he did not have any
involvement with any aspect of the Debtors' Chapter 11 cases.

Mr. Singerman maintain that the disclosure does not (i) affect
Berger Singerman's disinterestedness under Section 101(14) of the
Bankruptcy Code, (ii) create any conflict of interest, or (iii)
affect Berger Singerman's ability to continue to remain as co-
counsel to the Debtors.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Waterview to Convey Property to Bank Midwest Under Pact
------------------------------------------------------------------
Lennar Colorado LLC, on behalf of itself and as managing member
of Waterview JV Partners LLC, seeks an order from the Court
terminating the automatic stay to:

  (1) allow Debtor TOUSA Homes Inc. to approve and consent to a
      certain Deed-in-Lieu Agreement; and

  (2) allow Waterview to convey the Property to Bank Midwest,
      N.A., as lender under the terms of a Deed-in-Lieu
      Agreement.

Lennar relates that in December 2005, it entered into a Limited
Liability Company Agreement of Waterview JV Partners LLC with
TOUSA Homes Inc., whereby (i) Lennar and TOUSA are each 50%
members in Waterview, and (ii) Lennar is the managing member of
Waterview.  The Company was formed to acquire and develop real
property located in Fountain Valley, Colorado, commonly known as
Painted Sky at Waterview.  Waterview acquired fee simple
ownership of that real property in the Painted Sky at Waterview
development located in El Paso County, Colorado.

In connection with Waterview's development of the Property, Bank
Midwest, N.A., extended to Waterview a $5.5 million financing
sometime in February 2006.  Waterview's obligations under the
Bank Midwest Loan are secured by a certain construction deed of
trust with Bank Midwest as beneficiary and the El Paso County
Public Trustee as trustee.  The Loan matured in February 2009.

By June 2009, Waterview and Bank Midwest entered into a Deed-in-
Lieu of Foreclosure Agreement, whereby Waterview offered to
transfer the Property to Bank Midwest or its designee and Bank
Midwest agreed to accept the Property in full payment and
satisfaction of all outstanding obligations owed to it in respect
of the Loan.

Bank Midwest obtained a professional real property appraisal of
the Property from Wildrose Appraisal Incorporated.  The market
value of the fee simple interest in the Property in its "as is"
condition is $3.8 million.  Wildrose Appraisal notes that if all
necessary infrastructure were installed, market value would be
$5.6 million.

Lennar notes that it, together with the Debtor and Waterview, has
no equity in the Property.  Moreover, the Debtor's indirect
interest in Waterview is not necessary to an effective
reorganization of the Debtor.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Westlawn Wants to Compel Newmark's Pact Rejection
------------------------------------------------------------
Westlawn Residential LLC seeks a modification of the automatic
stay under Section 362 of the Bankruptcy Code in order to
exercise its rights under a purchase agreement with Debtor
Newmark Homes, L.P.

Before the Petition Date, Newark Homes contracted with Holrob
Investments II, LLC, as predecessor-in-interest to Westlawn, to
purchase 93 lots of developed real property.  The purchase price
for the Lots varied -- $52,500 for 51 ft wide lots and $55,500
for 60 ft wide lots.  Also, the Debtor was required to provide an
irrevocable "evergreen" letter of credit to Holrob to serve as an
earnest money deposit for $509,555 for the lot purchases.

Accordingly, in July 2007, the Debtor delivered to Holrob a
$509,550 letter of credit drawn on Citibank.  By August 29, 2007,
the Debtor delivered a replacement letter of credit also drawn on
Citibank.  The LOC was to automatically review each year until
all of the lots were purchased, except upon Citibank's notice of
termination.

Soon after the Debtors filed for bankruptcy, Citibank advised
Westlawn that it would not review the LOC.  The Debtor assured
Westlawn of its intent to comply with the Purchase Agreement but
failed to post a replacement LOC or cash deposit within the time
period required under the Purchase Agreement.

As a result, on August 27, 2008, Westlawn, with the Debtor's
agreement, issued a sight draft to Citibank requesting Citibank
to honor the LOC by delivering $509,550 to Overland Title Company
LLC.  On August 28, 2008, Westlawn, the Debtor and Overland Title
entered into an escrow agreement where the parties agree that
$509,550 will be held in escrow as earnest money for the Lot
Purchases.  Overland continues to hold the Deposit.

In April 2009, Westlawn issued a notice to the Debtors that the
Initial Closing of the Lot Purchases was to take place May 27,
2009.  The Debtors, however, failed to close on the Lots.

Thus, on May 27, 2009, Westlawn notified the Debtors of a default
by virtue of the "failure to close."  Still, the Debtors failed
to cure the default by June 26, 2009, Westlawn points out.

Against this backdrop, Westlawn seeks to retain the Deposit.  In
the alternative, Westlawn asks the Court to compel the Debtors to
reject the Purchase Agreement.  Westlawn insists that upon
rejection, it should be paid the Deposit and should be entitled
to file a claim for damages arising out of the rejection.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRIBUNE CO: Resolves Dispute With PFF on Lease
----------------------------------------------
In a certification of counsel, Tribune Co. informed the Court
that they have reached a resolution of issues relating to PPF Off
Two Park Avenue Owner, LLC's lease.  The Stipulation provides,
among other things, that:

  (a) the Lease will be rejected as of June 30, 2009;

  (b) PPF will be entitled to all sublease payments for the
      Premises for the period commencing July 1, 2009;

  (c) all of the Debtors' personal property left at the Premises
      will be deemed abandoned and will be assigned to PPF, and
      PPF will be responsible for removal and clean-up of the
      Premises;

  (d) PPF will have an allowed administrative claim in the
      Debtors' Chapter 11 cases amounting to $600,000; and

  (e) PPF will have an allowed general unsecured claim for
      $1,700,000, which claim will not be subject to setoff,
      recoupment, subordination, or any other claim or defense.

Judge Carey Kevin approved the parties' stipulation.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRUMP ENTERTAINMENT: Court to Consider Plan Outline on Sept. 16
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
scheduled a hearing for September 16, 2009, at 10:00 a.m. on the
adequacy of the disclosure statement filed by Trump Entertainment
Resorts, Inc., in support of its joint plan of reorganization.

Writen objections to the adequacy of the disclosure statement must
be filed no later than September 4, 2009.

As reported in the TCR on August 6, 2009, Trump Entertainment
Resorts Inc. filed a Chapter 11 plan built around the proposed
sale of the company to shareholder Donald Trump.

Under the agreement reached with the Company, Donald J. Trump and
BNAC, Inc., an affiliate of Beal Bank Nevada, will invest
$100 million cash in the newly private company and become its
owners.  Beal Bank and Beal Bank Nevada to amend and restate a
prepetition credit agreement with the partnership subsidiary of
the Company in order to restructure approximately $486 million in
debt.  Under the amendment, the debt will be assumed by the
reorganized company post-emergence and the maturity period for the
repayment is extended until December 2020 from the existing
maturity of 2012.

Under the Plan, only Beal Bank will have recovery, and lowed
ranked creditors would receive nothing.  According to the
disclosure statement explaining the Plan, Beal Bank will recover
94% of its claims.

The Debtors have two principal prepetition creditor groups.  The
first group consists of Beal Bank and Beal Bank Nevada, whose
claims are approximately $486 million and are secured by a first
priority lien on substantially all the Debtors' assets.  The
second group consists of holders of the Debtors' 8-1/2% Senior
Secured Notes due 2015 in the outstanding principal amount of
$1.25 billion.  These notes were issued in the Debtors' prior
chapter 11 case (pending in 2004-05) and were granted a second
priority lien on the Debtors' casino and hotel properties.

                Enterprise Value Under $500 Million

Based on the assessment by Lazard Freres & Co., LLC, the value of
the Debtors' business operations is less than the amount of Beal
Bank's $486 million claim.

As of July 15, 2009, Lazard estimates that the theoretical range
of total enterprise value for the Reorganized Debtors (excluding
the Trump Marina Casino, which is classified as a discontinued
operation) is $404 million to $464 million with a midpoint value
of $434 million.

The Debtors are marketing Trump Marina Hotel Casino, and Coastal
submitted in July 2009 a written non-binding indications of
interest describing certain terms under which it would acquire the
Trump Marina Casino.  Since 2006, the business performance of the
Trump Marina Casino has deteriorated dramatically, which can be
attributed partially to the overall deterioration in the financial
performance of all the Atlantic City casinos, partially to
increased competition in the Marina District and, most recently,
to uncertainty among Marina customers over the potential sale of
the Marina to Coastal, which sale was announced in May 2008 and
was formally terminated on June 1, 2009.  Lazard has estimated the
enterprise value of Trump Marina to be $24 million.

        Creditors Other Than Beal Bank Out of the Money

The Debtors explain in the Disclosure Statement that because the
value of their business operations is less than the amount of the
First Lien Lender Claims, there is no value available for the
holders of the Second Lien Note Claims.

In addition, the Debtors' projections indicate that they need to
modify the payment terms of the First Lien Lender Claims in order
to avoid potential defaults in the future.  Further, the Debtors
need to raise additional capital to remain competitive in the
Atlantic City gaming market.

Based on these circumstances, the Debtors are proposing the Plan
the terms of which:

  -- retains the First Lien Lender Claims, but modifies them
     materially to (i) extend repayment until December, 2020
     (compared to the current maturity date of 2012), (ii) provide
     a below-market rate of interest, and (iii) provide
     significant flexibility in the payment of cash interest;

  -- provides no recovery to the holders of the Second Lien Note
     Claims;

  -- provides no recovery to holders of General Unsecured Claims
     and Equity Interests; and

  -- provides for an investment of $100 million from BNAC (an
     affiliate of a holder of First Lien Lender Claims) and Mr.
     Trump (one of the Debtors' current creditors and an equity
     holder of TER) in exchange for issuing them all of the equity
     interests in the Reorganized TER and Reorganized TER
     Holdings.

Holders of equity interests would receive nothing.  Donald Trump,
which owns shares, will obtain ownership of the reorganized
Debtors on account of his $100 million investment.

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

        http://bankrupt.com/misc/Trump_Chapter11Plan.pdf
        http://bankrupt.com/misc/Trump_DiscStatement.pdf

               Plan Backed by Management and Board

According to a Company news release, the Plan is both backed by
Company's management and received the approval of the Company's
Board of Directors.  The Plan provides for the completion of the
Purchase Agreement and the restructuring of the Company's debt
under the terms of the Commitment Letter.  Pursuant to the Plan,
no distributions will be made to the holders of the Company's
outstanding equity or debt securities. The Plan is subject to
confirmation by the Bankruptcy Court, customary closing conditions
including regulatory approval and the consummation of the
transactions contemplated by the Purchase Agreement and commitment
letter relating to the amended credit agreement.

The Company's chief executive, Mark Juliano, said, "The Plan of
reorganization that we filed today is a significant event for our
company because it includes an adjustment to our debt and the
commitment of Mr. Trump and BNAC to invest new capital.  As a
private enterprise under the ownership of the Trump family and
BNAC, the company will be well capitalized and positioned for
success, and we are hopeful for the Court's expeditious approval
so that the new capital can start being invested.  I am confident
that this is the best proposal to provide the company with a
platform for growth.  I am truly excited about the future."

Commenting on a return to Atlantic City, Donald J. Trump said, "My
previous investment in the company was destroyed by excessive and
restrictive debt.  This reorganization changes all that.  I am
pleased that the reorganization affords me an opportunity to make
a new investment and help revive a company that has borne my name,
but not performed to my standards or been under my management.  My
daughter Ivanka and I will work tirelessly to make this company
great again.  As I have done in the past, we will make Atlantic
City hot once more."

Andy Beal, Beal Bank President and CEO, said, "We have a
longstanding relationship with Donald Trump through previous
transactions, and we are pleased to continue that relationship as
he works to return Trump Entertainment Resorts to profitability
and long-term success."

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.

Trump Hotels & Casino Resorts, Inc., filed for chapter 11
protection on November 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925). Trump Hotels' obtained the Court's confirmation
of its Chapter 11 plan on Apr. 5, 2005, and in May 2005, it exited
from bankruptcy under the name Trump Entertainment Resorts Inc.


UAL CORP: E&Y Replaced Deloitte as Independent Accountant
---------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
at the end of July, UAL Corp., the holding company of United Air
Lines, Inc., reported the dismissal of its independent public
accounting firm, Deloitte & Touche LLP, and the engagement of
Ernst & Young LLP, as UAL's new independent registered public
accounting firm by the Audit Committee of the Board of Directors
of UAL.

Paul R. Lovejoy, general counsel and secretary of UAL, notes that
the Board ratified the dismissal of Deloitte & Touche and the
engagement of Ernst & Young on July 23, 2009.  The dismissal of
Deloitte & Touche will become effective after the conclusion of
Deloitte's 2009 fiscal year audit for UAL.  Moreover, Ernst &
Young's engagement will be effective for the 2010 fiscal year, he
relates.

Mr. Lovejoy notes that Deloitte and Touche's reports on UAL's
consolidated financial statements for the years ended December
31, 2008 and December 31, 2007 did not contain an adverse opinion
or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles.  He also
clarifies that during the years ended December 31, 2008 and
December 31, 2007, and the interim period between December 31,
2008 and July 28, 2009, there were no disagreements between UAL
and Deloitte & Touche on any accounting principles or practices,
financial statement disclosure or auditing scope or procedure;
and there were no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.  Similarly, he points out that
during the years ended December 31, 2008, and December 31, 2007,
and through July 28, 2009, neither UAL nor United consulted Ernst
& Young with respect to the application of accounting principles
to a specified transaction, or the type of audit opinion that
might be rendered on UAL's or United's consolidated financial
statements, or any other matters or reportable events listed in
Items 304(a)(1)(iv) and (v).

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The company emerged from bankruptcy protection
on February 1, 2006.

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

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UAL CORP: July Traffic Shows 86.9% Passenger Load Factor
--------------------------------------------------------
United Airlines reported its preliminary consolidated traffic
results for July 2009.  The company reported a July consolidated
passenger load factor of 86.9 percent.  Total consolidated revenue
passenger miles (RPMs) decreased in July by 4.0 percent on a
consolidated capacity decrease of 7.0 percent in available seat
miles (ASMs) compared with the same period in 2008.

                                   2009        2008   Percent
                                   July        July    Change
                                  -----       -----   -------
Revenue Passenger Miles ('000)
North America                  5,699,129   6,247,156     (8.8%)
Pacific                        2,015,348   2,126,786     (5.2%)
Atlantic                       1,829,114   1,794,276      1.9%
Latin America                    271,771     333,549    (18.5%)
Total International            4,116,233   4,254,611     (3.3%)
Total Mainline                 9,815,361  10,501,767     (6.5%)
Regional Affiliates            1,336,551   1,120,627     19.3%
Total Consolidated            11,151,912  11,622,394     (4.0%)

Available Seat Miles ('000)
North America                  6,412,164   7,238,950    (11.4%)
Pacific                        2,406,588   2,679,543    (10.2%)
Atlantic                       2,064,259   2,044,001      1.0%
Latin America                    315,189     393,749    (20.0%)
Total International            4,786,036   5,117,293     (6.5%)
Total Mainline                11,198,201  12,356,243     (9.4%)
Regional Affiliates            1,638,755   1,452,162     12.8%
Total Consolidated            12,836,956  13,808,405     (7.0%)

Load Factor
North America                      88.9%       86.3%   2.6 pts
Pacific                            83.7%       79.4%   4.3 pts
Atlantic                           88.6%       87.8%   0.8 pts
Latin America                      86.2%       84.7%   1.5 pts
Total International                86.0%       83.1%   2.9 pts
Total Mainline                     87.7%       85.0%   2.7 pts
Regional Affiliates                81.6%       77.2%   4.4 pts
Total Consolidated                 86.9%       84.2%   2.7 pts

Revenue passengers boarded ('000)
Mainline                           5,424       5,982     (9.3%)
Regional Affiliates                2,403       2,110     13.9%
Total Consolidated                 7,827       8,092     (3.3%)

Cargo ton miles ('000)
Freight                          116,908     140,842    (17.0%)
Mail                              15,119      23,255    (35.0%)
Total Mainline                   132,027     164,097    (19.5%)

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The company emerged from bankruptcy protection
on February 1, 2006.

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

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UAL CORP: Tague Is President; Mikells is Executive VP
-----------------------------------------------------
UAL Corporation, the holding company whose primary subsidiary is
United Air Lines, Inc. previously announced that John Tague has
been named president of United Airlines.

As president, Mr. Tague has responsibility for all airline
management functions, from sales, marketing and revenue management
to the quality of customer service and products, as
well as the safe and efficient operations of the airline,
including United Express.  Mr. Tague continues in his role as
executive vice president of UAL Corporation and also serves on
the Executive Council of the corporation.

UAL Corporation also announced that Kathryn Mikells has been named
executive vice president of UAL Corporation, and continues in her
role as chief financial officer.  Last year, Ms. Mikells was named
senior vice president and CFO.  She is responsible for all
corporate finance functions, including treasury and strategic
planning, as well as mergers and acquisitions.  In her role as
executive vice president, she also sits on the Executive Council
of UAL Corporation and chairs the corporation's Risk Tolerance
Committee.

"Kathryn is leading the work to build and maintain a strong
balance sheet and ensure we are well managing the financial issues
and opportunities presented in this business environment," said
Glenn Tilton, UAL chairman, president and chief executive officer.
"She and her team have improved our liquidity in a challenging
market, having raised more than $600 million so far this year with
more work under way."

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The company emerged from bankruptcy protection
on February 1, 2006.

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

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


VICTORVILLE AEROSPACE: Assets Acquired by Pacific Aerospace
-----------------------------------------------------------
The Daily Press reports that Pacific Aerospace Resources &
Technologies, LLC, has acquired Victorville Aerospace, LLC's
assets.

According to the Daily Press, PART will maintain identical
capabilities and certifications as Victorville Aerospace, and will
expand the aircraft maintenance, repair, and modifications
company.  A press release states that all key management and
personnel for Federal Aviation Administration requirements were
re-employed by the new corporation, and PART will operate in the
hangars formerly occupied by Victorville Aerospace at Southern
California Logistics Airport.

PART, the Daily Press says, will offer:

     -- knowledge-based asset management,

     -- maintenance management,

     -- mission critical systems development and integration,

     -- flight testing for commercial and military aerospace
        technologies,

     -- platform technologies, and

     -- P-to-F.

Victorville, California-based Victorville Aerospace, LLC --
http://www.victorvilleaerospace.com-- dba Liberty West, provides
MRO services for the aviation industry, specializing in Airbus,
Boeing, Lockheed and McDonnell Douglas aircraft, both narrow and
wide-body aircraft.

The Company filed for Chapter 11 bankruptcy protection on
September 1, 2008 (Bankr. S.D. Texas Case No. 08-35790).  Ronald
J. Sommers, Esq., at Nathan Sommers Jacobs assists the Company in
its restructuring efforts.  The Company listed $6,286,348 in
assets and $18,986,880 in liabilities.


VISTEON CORP: UK Workers Appoint Solicitor to Appoint Pension
-------------------------------------------------------------
Visteon UK workers have appointed their own solicitor to
"investigate the rip-off of their pensions," wsws.org reported.

The workers have asserted that Unite, a workers' union, has not
assisted them in their pension concerns, the news source related.

According to the report, the Visteon pension fund has a huge
deficit and is likely to end up in the UK Government's Pension
Protection Fund.  As a result, the report added, pensions will be
slashed by up to 70% with minimal increases in future.

About 3,000 workers are estimated to be beneficiaries of the
Visteon pension fund.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WALTER INVESTMENT: Posts $89.8MM Net Income for June 30 Quarter
---------------------------------------------------------------
Walter Investment Management Corp. -- the entity formed following
the merger of Hanover Capital Mortgage Holdings, Inc.; Walter
Energy, Inc., formerly known as Walter Industries, Inc.; Walter
Investment Management, LLC; and JWH Holding Company, LLC --
reported $89,811,000 net income for the three months ended
June 30, 2009, from net income of $8,245,000 for the same period a
year ago.  For the six months ended June 30, 2009, the Company
posted $97,013,000 net income from net income of $3,270,000 for
the same period a year ago.

As of June 30, 2009, WIMC had $1,870,545,000 in total assets and
$1,360,058,000.

On April 17, 2009, Hanover Capital Mortgage Holdings, Inc.,
completed the transactions contemplated by the Second Amended and
Restated Agreement and Plan of Merger -- as amended on April 17,
2009 -- by and among Hanover, Walter Energy, Walter Investment
Management and JWH Holding.  The merged business was renamed
Walter Investment Management Corp. on April 17, 2009.

On July 7, 2009, WIMC notified the NYSE Amex of its failure to
timely file the financial information required for Spinco in a
Form 8-K/A due on July 6.  On July 8, the Company received notice
from Amex indicating that, due to the failure to timely file
the pro forma financial statements of the business acquired on
April 17, the Company did not meet certain of the Exchange's
continued listing standards.  Specifically, the notice provided
that the Company was not in compliance with Sections 134 and 1101
of the NYSE Amex LLC Company Guide.  The Company filed as Exhibits
to the Form 8-K/A filed on July 10, financial information related
to the business acquired on April 17, that was required to be
reported by the Company by July 6.  By letter dated July 14, the
Company was notified by Amex that it had resolved the continued
listing deficiency referenced in its July 8 notice, subject to the
provisions of section 1009(h) of Amex's Company Guide relative to
the consequences of any future failures to maintain continued
listing standards.

A full-text copy of WIMC's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4246

Hanover Capital Mortgage Holdings, Inc. (NYSE Alternext: HCM) --
http://www.hanovercapitalholdings.com/-- is a mortgage REIT
staffed by seasoned mortgage capital markets professionals.  HCM
invests in prime mortgage loans and mortgage securities backed by
prime mortgage loans.

Based in Tampa, Florida, Walter Investment --
http://www.walterinvestment.com/-- is an asset manager, mortgage
servicer and mortgage portfolio owner specializing in subprime,
non-conforming and other credit-challenged mortgage assets.  The
Company currently has $1.9 billion of assets under management and
pro-forma annual revenues of approximately $200 million.  The
Company is structured as a real estate investment trust and
employs roughly 225 people.

This concludes the Troubled Company Reporter's coverage of Hanover
Capital Mortgage Holdings and Walter Investment Management Corp.
until facts and circumstances, if any, emerge that demonstrate
financial or operational strain or difficulty at a level
sufficient to warrant renewed coverage.


WATSON PHARMACEUTICALS: Moody's Puts Ba1 Rating on $850 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba1 to the new
$850 million senior unsecured note issuance of Watson
Pharmaceuticals, Inc.  Moody's also assigned a (P)Ba1 rating to
Watson's new well-known seasoned issuer senior unsecured shelf.
Proceeds from the offering are expected to be used for the pending
acquisition of Arrow Pharmaceuticals Group.  At the same time,
Moody's affirmed Watson's Ba1 Corporate Family Rating and
Probability of Default rating, while lowering the Speculative
Grade Liquidity Rating to SGL-2 from SGL-1.  The rating outlook is
positive.

In addition, Moody's resolved the June 17, 2009 rating review of
Watson's senior unsecured credit facility by confirming these
ratings at Baa3 (LGD2, 22%) based on application of Moody's Loss
Given Default Rating Methodology.  Concurrently, Moody's upgraded
Watson's CODES to Ba1 (LGD4, 63%) from Ba2 (LGD5, 80%), and
anticipates withdrawing this rating based on the expected
repayment of the CODES in the near term.

The affirmation of Watson's Ba1 ratings reflects Moody's
expectation that Watson will maintain solid credit metrics
following the pending Arrow acquisition, with pro forma
debt/EBITDA below 2.5 times.  Moody's continues to believe that
the Arrow transaction provides enhanced scale and international
diversification and good pipeline opportunities.  Risks of the
Arrow acquisition include integration risks and a high transaction
multiple based on Arrow's current EBITDA and cash flow levels.

The positive outlook continues to reflect the potential for an
upgrade of Watson's ratings over the next 12 to 18 months.  An
upgrade could occur if Watson comfortably sustains cash flow to
debt and cash coverage of debt ratios comfortably within or above
Moody's "Baa" ranges.  This could occur if the Arrow integration
is successful, if good performance in the generic segment
continues, and if new launches in Watson's branded business
(Rapaflo and Gelnique) are received favorably in the market,
helping offset the upcoming loss of Ferrlecit revenue.

The SGL-2 rating reflects good liquidity, but less robust than
previous levels.  This is due to a combination of lower cash on
hand post-Arrow, revolver borrowings of at least half of the
$500 million revolver capacity, and lower cushion under financial
covenants including the stepdown in the Debt/EBITDA covenant to
2.5x as of December 31, 2009.

Ratings assigned:

* Ba1 (LGD4, 63%) senior unsecured notes due 2014
* Ba1 (LGD4, 63%) senior unsecured notes due 2019
* (P)Ba1 senior unsecured shelf rating

Ratings affirmed:

* Ba1 Corporate Family Rating
* Ba1 Probability of Default Rating

Ratings confirmed with LGD point estimate revisions:

* Baa3 (LGD2, 22%) senior unsecured revolving credit facility due
  2011

* Baa3 (LGD2, 22%) first senior unsecured term loan due 2011

Rating upgraded and expected to be withdrawn:

* Convertible debentures (CODES) of $575 million to Ba1 (LGD4,
  63%) from Ba2 (LGD5, 80%)

Rating lowered:

* Speculative-grade liquidity rating to SGL-2 from SGL-1

Moody's last rating action on Watson took place on June 17, 2009,
when Moody's affirmed Watson's Ba1 Corporate Family Rating and
placed the ratings on Watson's credit facilities under review with
direction uncertain.

With principal executive offices in Morristown, New Jersey, United
States, Watson Pharmaceuticals, Inc., is a specialty
pharmaceutical company focused on branded and generic products.
Revenues in the first half of 2009 totaled approximately
$1.3 billion.


WATSON PHARMACEUTICALS: S&P Assigns 'BB' Rating on Preferred Stock
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'BBB-' rating to senior unsecured securities and
preliminary 'BB' rating to preferred stock filed by Watson
Pharmaceutical Inc.'s under a WKSI shelf.  At the same time,
Standard & Poor's assigned its issue-level rating of 'BBB-' to
Watson's proposed $850 million senior unsecured notes drawn down
from the WKSI shelf.  The notes will be issued in two parts with
five- and 10-year maturities, respectively.  Amounts and rates
will be determined by market conditions.

"In contrast to the 'BB+'-rated $575 million convertible
contingent senior notes (CODES), these notes are rated the same
level as the 'BBB-' corporate credit rating, because there will be
a smaller amount of priority bank debt and an expanded base of
tangible assets following the acquisition of Arrow Group," said
Standard & Poor's credit analyst David Lugg.  All other ratings
are unchanged.  The proceeds will be used to prepay $100 million
of its term loan due 2011 and the $575 million CODES issue, with
the remainder providing a portion of the funding for the
$1.75 billion acquisition of Malta-based Arrow Group.

                           Ratings List

                    Watson Pharmaceuticals Inc.

          Corporate Credit Rating        BBB-/Stable/--

                           New Rating

                    Watson Pharmaceuticals Inc.

        WKSI senior unsecured notes     BBB- (preliminary)
        WKSI preferred stock            BB (preliminary)

                 $850 mil. senior unsecured notes

                Maturing 2014                 BBB-
                Maturing 2019                 BBB-


WAVERLY GARDENS: Can Use Lender's Cash Collateral Until Sept 1
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
has approved the stipulation of First Tennessee Bank National
Association and Debtors Waverly Gardens of Memphis, LLC, and Kirby
Oaks Integra, agreeing to the the Debtors' use of cash collateral
until September 1, 2009, subject to the terms of the agreed order
authorizing the use of cash collaeral dated on or about March 5,
2009.

As reported in the TCR on March 20, 2009, First Tennessee said
that it is owed $8,494,044 by the Debtors.  As security, the
Debtors conveyed to First Tennessee a security interest in
substantially of their assets, including cash collateral.

As adequate protection, First Tennessee is granted a postpetition
security interest in (a) all proceeds from the disposition of any
of the cash collateral, and (b) any and all of the Debtors'
goods, property, assets and interests in property now existing and
hereafter acquired.

As additional adequate protection, First Tennessee is granted an
allowed superpriority administrative claim pursuant to Section
507(b) of the Bankruptcy Code.

                       About Waverly Garden

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby
Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two
senior living facilities consisting of a total of 248 units.
Waverly Gardens consists of 196 rental units and is located at
6539 Knight Arnold Road, Memphis, Tennessee 38115.  Kirby Oaks
consists of 52 rental units and is located at 6551 Knight Arnold
Road, Memphis, Tennessee 38115.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D. Tenn.
Lead Case No. 08-30218).  Michael P. Coury, Esq., and Robert
Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens &
Cannada, represent the Debtors as counsel.

When Waverly Gardens filed for protection from its creditors, it
listed assets of between $10 million to $50 million, and debts of
$1 million to $10 million.  When Kirby Oaks filed for protection
from its creditors, it listed between $1 million and $10 million
each in assets and debts.


WAVERLY GARDENS: Disclosure Statement Hearing Continued to Sept 1
-----------------------------------------------------------------
The hearing to consider the approval of the disclosure statement
explaining Waverly Gardens of Memphis, LLC, and Kirby Oaks
Integra, LLC's plan of reorganization, which was originally
scheduled  July 21, 2009, has been continued to September 1, 2009,
at 11:00 a.m.

The Plan provides for the substantive consolidation and merger of
the Debtors into a single entity with Waverly Gardens of Memphis,
LLC, being the surviving entity.  Membership interests in the
reorganized debtor will be issued to Integra Management Services,
LLC, in satisfaction of its pre-petition claims.

The existing note of First Tennessee Bank, N.A., which holds a
secured claim in the amount of $5,925,228 against Waverly Gardens
and a secured claim in the amount of $2,566,714 against Kirby
Oaks, will be restated for a term of 36 months from the Plan's
effective date, with interest at 5% p.a.  Interest only will be
paid monthly for the first 12 months of following the effective
date.

First Tennessee will receive consolidated principal payments of
$14,260 per month to commence 13 months following the Plan's
Effective Date.  Commencing the 19th month following the effective
date, First Tennessee will be entitled to receive additional
principal payments based on 25% of the monthly net cash flow of
the Reorganized Debtors.  Principal payments are based upon a 25
year amortization schedule.

Unsecured claims against Waverly Gardens in the amount of $608,536
and unsecured claims against Kirby Oaks in the amount of $382,354
will be paid over a 60-month period in annual installments
commencing on the 12th month following the effective date.  Each
annual payment to unsecured creditors will not be less than 8% of
such creditor's claim with the balance due in 72 months.

The membership interests of the Debtors' pre-petition members will
be extinguished on the effective date.

A full-text copy of the disclosure statement explaining the
Debtors' plan of reorganization is available for free at:

             http://bankrupt.com/misc/waverly.ds.pdf

                       About Waverly Garden

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC, and
Kirby Oaks Integra, LLC -- http://www.waverlygardens.com/--
operate two senior living facilities consisting of a total of 248
units.  Waverly Gardens consists of 196 rental units and is
located at 6539 Knight Arnold Road, Memphis, Tennessee 38115.
Kirby Oaks consists of 52 rental units and is located at 6551
Knight Arnold Road, Memphis, Tennessee 38115.  The Debtors filed
separate petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr.
W.D. Tenn. Lead Case No. 08-30218).  Michael P. Coury, Esq., and
Robert Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens &
Cannada, represent the Debtors as counsel.

When Waverly Gardens filed for protection from its creditors, it
listed assets of between $10 million to $50 million, and debts of
$1 million to $10 million.  When Kirby Oaks filed for protection
from its creditors, it listed between $1 million and $10 million
each in assets and debts.


WYNN RESORTS: S&P Affirms Corporate Credit Rating at 'BB'
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
corporate credit rating on Wynn Resorts Ltd. and its wholly owned
subsidiary Wynn Las Vegas LCC.  The rating outlook is negative.

At the same time, S&P revised its recovery rating on Wynn Las
Vegas' first mortgage notes to '2' from '1'.  The '2' recovery
rating indicates S&P's expectation of substantial (70%-90%)
recovery for lenders in the event of a payment default.  S&P also
lowered its issue-level rating on this debt to 'BB+' (one notch
higher than the 'BB' corporate credit rating) from 'BBB-', in
accordance with S&P's notching criteria for a '2' recovery rating.

The revision in the recovery rating to '2' primarily reflects
S&P's reassessment of the value of the golf course land and a
reallocation of the enterprise value of the consolidated
enterprise, such that 40% will now be applied to the Las Vegas
entity, down from 50% in S&P's previous analysis.

"The 'BB' ratings on Wynn Resorts Ltd. and its wholly owned
subsidiary, Wynn Las Vegas LLC, reflect the company's significant
debt burden, the high levels of competition in the Las Vegas and
Macau markets, and S&P's expectation of continued declines in
Wynn's cash flow generation over at least the next few quarters,"
said Standard & Poor's credit analyst Ben Bubeck.  Still, the
company's assets are among the highest-quality in the gaming
sector, and S&P expects Wynn's solid liquidity position will allow
the company to weather a prolonged gaming downturn.


* 120-Room Hotel in Petersburg, VA Going to Foreclosure Auction
---------------------------------------------------------------
National Commercial Auctioneers, LLC, will auction off a 120-room
hotel in Petersburg, Virginia, on August 26, 2009, according to
Stephen Karbelk, CAI, AARE, President and Auctioneer for this
foreclosure auction.

"This property has excellent visibility from the heavy traffic
volume on I-95," commented Mr. Karbelk.  "The property sits on
3.68 acres with many features, such as furnished rooms, meeting
facilities, pool and a restaurant."

Since the property is no longer subject to a franchise agreement,
the buyer can convert the property into one of the many available
hotel brands or re-brand the property as an independent hotel.
Many of the neighboring hotels have been doing a very strong
business, especially from the military business located nearby.
Plus, with its excellent location, it is an ideal stopping point
for travelers driving along I-95, the most important north/south
highway along the East coast.

The property is being sold pursuant to a foreclosure auction under
the direction of Sam Beale, Substitute Trustee.  The property will
be available for inspection on August 25 from 11:00 a.m. to
4:00 p.m. and on August 26, from 9:00 a.m. to 1:00 p.m.  To
register for the auction, a buyer must bring a certified or
cashier's check for $100,000 and be prepared to close on the
transaction within 30 days of the auction.

For more information about this hotel foreclosure auction,
contact National Commercial Auctioneers, LLC, at 877-895-7077
or visit http://www.natcomauctions.com/

    Contact:
    Fernando Palacios
    National Commercial Auctioneers
    Tulsa, OK
    877-933-7779
    info@natcomauctions.com

               About National Commercial Auctioneers

Based in Tulsa, Oklahoma, National Commercial Auctioneers is a
national real estate auction firm dedicated to the sale of
commercial properties for commercial lenders, bankruptcy trustees,
private equity funds, and for public and private companies
throughout the United States.


* Brookfield Has C$1-Bil. Fund for DIP Loans to Canadian Firms
--------------------------------------------------------------
Brookfield Asset Management and Export Development Canada
announced August 19 that Brookfield has established a C$1 billion
fund with the backing of EDC to provide Debtor-in-Possession loans
and other specialty finance solutions to Canadian companies
undergoing a restructuring or reorganization.

Brookfield has committed to provide 10 per cent of the Fund's
capital and will manage the Fund, identifying and evaluating
investment opportunities.  EDC played a lead role in structuring
the Fund, and is the largest investor with an init al
participation of C$50 million that could grow to C$ 1 billion.

"Brookfield's history of specialty bridge lending and expertise in
corporate restructuring positions us well to provide tailored
solutions to support companies through the restructuring process.
We believe that providing financing for companies undertaking a
restructuring will help viable enterprises emerge from the current
recession in a strong competitive position," said Joe Freedman,
the Senior Managing Partner at Brookfield responsible for the
Fund.

DIP financing provides companies seeking protection from creditors
with funds to continue to operate their business while they
complete a plan of reorganization.  The Fund will target mid-
market and larger scale opportunities where at least C$20 million
of financing is required.

"This Fund will help Canadian companies gain access to credit
during restructuring, when it's most needed," said Eric Siegel,
President and CEO of EDC.  "This new partnership with Brookfield
enables us to further assist even more Canadian companies during
the current downturn."

Fund investors also include the Canadian Imperial Bank of Commerce
(CIBC) and Sun Life Financial Inc.

"CIBC is pleased to be a part of this initiative, which will help
support Canadian companies in these uncertain economic times,"
said Laura Dottori-Attanasio, Global Head of Corporate Credit
Products at CIBC.

                  About Export Development Canada

EDC is Canada's export credit agency, offering innovative
commercial solutions to help Canadian exporters and investors
expand their international business.  EDC's knowledge and
partnerships are used by more than 8,300 Canadian companies and
their global customers in up to 200 markets worldwide each year.
EDC is financially self-sustaining, a recognized leader in
financial reporting and economic analysis, and has been recognized
as one of Canada's Top 100 Employers for eight consecutive years.

                 About Brookfield Asset Management

Brookfield Asset Management Inc., focused on property, power and
infrastructure assets, has over US$80 billion of assets under
management and is listed on the New York and Toronto Stock
Exchanges under the symbols BAM and BAM.A, respectively, and on
NYSE Euronext under the symbol BAMA. For more information, please
visit the Company's Web site at http://www.brookfield.com/


* Epiq Sets Record Results for Corp. Restructuring Revenue
----------------------------------------------------------
Kansas City-based Epiq Systems, Inc., reported that July 2009
operating revenue (total revenue before operating revenue from
reimbursed direct costs) was an all-time best month for corporate
restructuring, and that for the month of July, corporate
restructuring operating revenue exceeded the full third quarter of
2008.  Fueled by robust bankruptcy filing trends and strong market
share, the company's overall Bankruptcy segment experienced a 112%
increase in July operating revenue compared with the same period
in the prior year.

The Administrative Office of the U.S. Courts recently reported
that bankruptcy filing trends for the period ending June 30, 2009
continued to rise.  For the three- and twelve-month periods ending
June 30, 2009, bankruptcy filings totaled 381,073 and 1,306,315
respectively, up 38% and 35% versus the same periods in 2008.  The
quarter ending June 30, 2009 represented the highest quarterly
filing period since the Bankruptcy Abuse Prevention and Consumer
Protection Act of 2005 was enacted.  Chapter 7 filings for the 12-
month period ending June 30, 2009, were up 47%, Chapter 11 filings
were up 91%, and Chapter 13 filings were up 12% versus the same
period in 2008.

Tom W. Olofson, chairman and CEO, and Christopher E. Olofson,
president and COO, stated, "We continue to see swelling caseloads
across all chapters of bankruptcy and meaningfully increased
activity compared to prior periods.  Epiq's recent corporate
restructuring matters include Finlay Enterprises, Bashas' Inc.,
Basin Water, and Luna Innovations, complementing an already strong
portfolio that also includes Lehman Brothers Holdings, Chrysler,
Lyondell Chemical, Nortel Networks, AbitibiBowater, Tribune
Company, Thornburg Mortgage and Smurfit-Stone Container. Corporate
restructuring engagements are generally long-term, multi-year
assignments characterized by a recurring revenue component and
revenue visibility into future periods."


* S&P Changes Rating Outlook on Three Housing Bonds to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
three housing bond issues to negative from developing.  At the
same time, Standard & Poor's affirmed its 'CC' rating on the
bonds.  This action follows Standard & Poor's revision of its
rating outlook on Ambac Assurance Corp. to negative from
developing.

The affected issues receive partial support in the form of
guaranteed investment contracts or investment agreements from
Ambac Assurance Corp. for the debt service reserve fund (DSRF).
According to current criteria, Standard & Poor's considers whether
monies deposited in the DSRF, which is generally sized in the
amount of at least six to 12 months' debt service, are invested in
investment grade securities rated 'BBB-' or higher, and will be
available to pay debt service in the event of a shortfall.
Because AMBAC is currently rated below investment grade, its
rating is no longer consistent with S&P's minimum rating level for
DSRF investments.

                         Issue Description

* Bountiful, Utah Ginnie Mae collateral mortgage revenue bonds
  (Paragon Assisted Living Inc., Project) series 1998

* Illinois Housing Development Authority multifamily bonds
  (Turnberry Village II Apartments) series 2003

* New York State Dormitory Authority FHA insurance mortgage
  hospital revenue bonds (St. Luke's-Roosevelt Hosp Center) series
  2000 A


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Ace Contracting, Inc.
       dba Ace Rolloff Service
       dba Ace Container Service
   Bankr. D. Md. Case No. 09-24584
      Chapter 11 Petition filed August 7, 2009
         See http://bankrupt.com/misc/mdb09-24584.pdf

In Re United Petroleum, Inc.
   Bankr. S.D. Fla. Case No. 09-26586
      Chapter 11 Petition filed August 10, 2009
         See http://bankrupt.com/misc/flsb09-26586p.pdf
         See http://bankrupt.com/misc/flsb09-26586c.pdf

In Re Mike Zitta
      Irena Zitta
   Bankr. D. Ariz. Case No. 09-19154
      Chapter 11 Petition filed August 11, 2009
         See http://bankrupt.com/misc/azb09-19154.pdf

In Re Futura Education Inc.
       dba Montecito Fine Arts Store (Monrovia)
       dba Montecito Fine Arts School (Arcadia)
       dba Montecito Fine Arts College of Design (Monrovia)
       dba Montecito Fine Arts College of Design (Brea)
   Bankr. C.D. Calif. Case No. 09-31217
      Chapter 11 Petition filed August 11, 2009
         See http://bankrupt.com/misc/cacb09-31217.pdf

In Re Montecito Fine Arts Inc.
       aka Montecito High School of Art, Science and Design
   Bankr. C.D. Calif. Case No. 09-31201
      Chapter 11 Petition filed August 11, 2009
         See http://bankrupt.com/misc/cacb09-31201.pdf

In Re Telecomwise Corporation
   Bankr. D. Colo. Case No. 09-26401
      Chapter 11 Petition filed August 11, 2009
         Filed as Pro Se

In Re AV Car & Home LLC
       aka 12volt Savvy AV Group
   Bankr. D. D.C. Case No. 09-00688
      Chapter 11 Petition filed August 11, 2009
         Filed as Pro Se

In Re Le Cheval Nail & Skin Care, LLC
   Bankr. M.D. Fla. Case No. 09-06720
      Chapter 11 Petition filed August 11, 2009
         See http://bankrupt.com/misc/flmb09-06720.pdf

In Re Concept Lincoln Road, Inc.
       dba Galleria Group
   Bankr. S.D. Fla. Case No. 09-26602
      Chapter 11 Petition filed August 11, 2009
         Filed as Pro Se

In Re Michael L. Madden
   Bankr. D. Mass. Case No. 09-17640
      Chapter 11 Petition filed August 11, 2009
         See http://bankrupt.com/misc/mab09-17640.pdf

In Re Beitman Laser Eye Institute, P.C.
   Bankr. E.D. Mich. Case No. 09-64981
      Chapter 11 Petition filed August 11, 2009
         See http://bankrupt.com/misc/mieb09-64981c.pdf
         See http://bankrupt.com/misc/mieb09-64981p.pdf

In Re Joseph Tomarchio
   Bankr. D. N.J. Case No. 09-30910
      Chapter 11 Petition filed August 11, 2009
         Filed as Pro Se

In Re Northeast Expedite Logistics, LLC
   Bankr. D. N.J. Case No. 09-30994
      Chapter 11 Petition filed August 11, 2009
         See http://bankrupt.com/misc/njb09-30994.pdf

In Re Surfango, Inc.
   Bankr. D. N.J. Case No. 09-30972
      Chapter 11 Petition filed August 11, 2009
         See http://bankrupt.com/misc/njb09-30972.pdf

In Re Christopher T. Redenti
       dba CT Home Improvements
   Bankr. S.D.N.Y. Case No. 09-37185
      Chapter 11 Petition filed August 11, 2009
         See http://bankrupt.com/misc/nysb09-37185.pdf

In Re Mary M. Bowser
       fdba Bowser Veterinary Hospital
   Bankr. W.D. Pa. Case No. 09-25875
      Chapter 11 Petition filed August 11, 2009
         See http://bankrupt.com/misc/pawb09-25875.pdf

In Re Brooks & Brooks, Inc.
       dba Harlon's Barbecue
   Bankr. S.D. Tex. Case No. 09-35888
      Chapter 11 Petition filed August 11, 2009
         See http://bankrupt.com/misc/txsb09-35888.pdf

In Re Daniel W. Gill
       dba Eagle Rug & Floor Co.
       dba Floors To Go
      Dixie Lee Gill
       dba Eagle Rug & Floor Co
       dba Floors To Go
   Bankr. W.D. Tex. Case No. 09-12251
      Chapter 11 Petition filed August 11, 2009
         See http://bankrupt.com/misc/txwb09-12251.pdf

In Re Brothers Three Corporation
   Bankr. E.D. Va. Case No. 09-16460
      Chapter 11 Petition filed August 11, 2009
         See http://bankrupt.com/misc/vaeb09-16460.pdf

In Re Edward D. Trapp
      Marsha A. Trapp
   Bankr. W.D. Wis. Case No. 09-15373
      Chapter 11 Petition filed August 11, 2009
         See http://bankrupt.com/misc/wiwb09-15373.pdf

In Re Network Development, LLC
   Bankr. N.D. Ala. Case No. 09-83243
      Chapter 11 Petition filed August 12, 2009
         See http://bankrupt.com/misc/alnb09-83243c.pdf
         See http://bankrupt.com/misc/alnb09-83243p.pdf

In Re Oxford Plating Company
   Bankr. N.D. Ala. Case No. 09-42368
      Chapter 11 Petition filed August 12, 2009
         See http://bankrupt.com/misc/alnb09-42368.pdf

In Re Alan Barnett
      Carissa Georgia Barnett
   Bankr. D. Ariz. Case No. 09-19310
      Chapter 11 Petition filed August 12, 2009
         See http://bankrupt.com/misc/azb09-19310.pdf

In Re Edge Imports, Inc.
       dba Vision Graphics & Sharp Signs
   Bankr. W.D. Ark. Case No. 09-73991
      Chapter 11 Petition filed August 12, 2009
         See http://bankrupt.com/misc/areb09-73991.pdf

In Re Carlos Humberto Lopez
   Bankr. C.D. Calif. Case No. 09-31296
      Chapter 11 Petition filed August 12, 2009
         See http://bankrupt.com/misc/cacb09-31296.pdf

In Re Jam-N-Sounds, LLC
   Bankr. D. Colo. Case No. 09-26449
      Chapter 11 Petition filed August 12, 2009
         Filed as Pro Se

In Re Ross Ranch & Retreat Center, LLC
   Bankr. D. Colo. Case No. 09-26448
      Chapter 11 Petition filed August 12, 2009
         Filed as Pro Se

In Re Allen Dale Wilkie
   Bankr. D. Kans. Case No. 09-12579
      Chapter 11 Petition filed August 12, 2009
         See http://bankrupt.com/misc/ksb09-12579.pdf

In Re Dennis Paul Wilkie
      Dorothy Ann Wilkie
       aka Dottie Wilkie
   Bankr. D. Kans. Case No. 09-12578
      Chapter 11 Petition filed August 12, 2009
         See http://bankrupt.com/misc/ksb09-12578.pdf

In Re W & S Investments, L.L.C.
   Bankr. D. Neb. Case No. 09-42325
      Chapter 11 Petition filed August 12, 2009
         See http://bankrupt.com/misc/neb09-42325.pdf

In Re Kinda Trust
       dba The Kinda Trust
   Bankr. D. N.J. Case No. 09-31093
      Chapter 11 Petition filed August 12, 2009
         See http://bankrupt.com/misc/njb09-31093.pdf

In Re LDR Trucking Corp
   Bankr. E.D.N.Y. Case No. 09-76015
      Chapter 11 Petition filed August 12, 2009
         See http://bankrupt.com/misc/nyeb09-76015.pdf

In Re Nancy Davis
   Bankr. S.D.N.Y. Case No. 09-14950
      Chapter 11 Petition filed August 12, 2009
         See http://bankrupt.com/misc/nysb09-14950.pdf

In Re J. Stuart Lobel
   Bankr. S.D. Ohio Case No. 09-59198
      Chapter 11 Petition filed August 12, 2009
         See http://bankrupt.com/misc/ohsb09-59198.pdf

In Re International Food Management Corp.
   Bankr. E.D. Pa. Case No. 09-16043
      Chapter 11 Petition filed August 12, 2009
         See http://bankrupt.com/misc/paeb09-16043.pdf

In Re R. Scheinert & Son, Inc.
   Bankr. E.D. Pa. Case No. 09-16031
      Chapter 11 Petition filed August 12, 2009
         See http://bankrupt.com/misc/paeb09-16031.pdf

In Re Paul Davis Poarch
      Anita Louise Poarch
   Bankr. M.D. Tenn. Case No. 09-09159
      Chapter 11 Petition filed August 12, 2009
         See http://bankrupt.com/misc/tnmb09-09159.pdf

In Re Bar Rio
   Bankr. W.D. Tex. Case No. 09-53074
      Chapter 11 Petition filed August 12, 2009
         See http://bankrupt.com/misc/txwb09-53074.pdf

In Re Laurence Levy James
   Bankr. C.D. Calif. Case No. 09-28609
      Chapter 11 Petition filed August 13, 2009
         See http://bankrupt.com/misc/cacb09-28609.pdf

In Re Pacific West Partners
   Bankr. N.D. Calif. Case No. 09-56718
      Chapter 11 Petition filed August 13, 2009
         Filed as Pro Se

In Re Mobilesynch Corporation
   Bankr. D. Colo. Case No. 09-26635
      Chapter 11 Petition filed August 13, 2009
         See http://bankrupt.com/misc/cob09-26635.pdf

In Re Simply 66, LLC
   Bankr. S.D. Fla. Case No. 09-26857
      Chapter 11 Petition filed August 13, 2009
         Filed as Pro Se

In Re Sun Coast Carriers, Inc.
   Bankr. M.D. Fla. Case No. 09-17733
      Chapter 11 Petition filed August 13, 2009
         See http://bankrupt.com/misc/flmb09-17733.pdf

In Re Turf and Dirt Tractor Services, Inc.
   Bankr. M.D. Fla. Case No. 09-17727
      Chapter 11 Petition filed August 13, 2009
         See http://bankrupt.com/misc/flmb09-17727.pdf

In Re Rocky Mountain Paving, Inc.
   Bankr. D. Idaho Case No. 09-02403
      Chapter 11 Petition filed August 13, 2009
         See http://bankrupt.com/misc/idb09-02403.pdf

In Re Andrew Robinson, Jr.
   Bankr. D. Md. Case No. 09-24997
      Chapter 11 Petition filed August 13, 2009
         See http://bankrupt.com/misc/mdb09-24997.pdf

In Re Kimberly Withers
   Bankr. D. Nev. Case No. 09-24830
      Chapter 11 Petition filed August 13, 2009
         See http://bankrupt.com/misc/nvb09-24830.pdf

In Re M&C Vending Co, Inc
   Bankr. D. N.J. Case No. 09-31197
      Chapter 11 Petition filed August 13, 2009
         See http://bankrupt.com/misc/njb09-31197.pdf

In Re 67-03 Realty Corp.
   Bankr. E.D.N.Y. Case No. 09-46950
      Chapter 11 Petition filed August 13, 2009
         See http://bankrupt.com/misc/nyeb09-46950.pdf

In Re Island Point Properties 10, Inc.
   Bankr. E.D.N.Y. Case No. 09-46948
      Chapter 11 Petition filed August 13, 2009
         See http://bankrupt.com/misc/nyeb09-46948.pdf

In Re Harry J. Phillips, III
      Maura J. Phillips
   Bankr. E.D. Tenn. Case No. 09-15094
      Chapter 11 Petition filed August 13, 2009
         See http://bankrupt.com/misc/tneb09-15094p.pdf
         See http://bankrupt.com/misc/tneb09-15094c.pdf

In Re Village Lanes, LLC
   Bankr. E.D. Tenn. Case No. 09-15086
      Chapter 11 Petition filed August 13, 2009
         See http://bankrupt.com/misc/tneb09-15086.pdf

In Re Joseph Richard Lacher
   Bankr. S.D. Tex. Case No. 09-10455
      Chapter 11 Petition filed August 13, 2009
         See http://bankrupt.com/misc/txsb09-10455.pdf

In Re C.R.W. Construction, LLC
   Bankr. D. Ariz. Case No. 09-19609
      Chapter 11 Petition filed August 14, 2009
         See http://bankrupt.com/misc/azb09-19609.pdf

In Re Beriong Investments LLC
   Bankr. N.D. Calif. Case No. 09-32340
      Chapter 11 Petition filed August 14, 2009
         Filed as Pro Se

In Re Demie Balauro Acosta
   Bankr. N.D. Calif. Case No. 09-32339
      Chapter 11 Petition filed August 14, 2009
         Filed as Pro Se

In Re Richard L. Allman
      Janet Myers Allman
   Bankr. D. Idaho Case No. 09-02441
      Chapter 11 Petition filed August 14, 2009
         See http://bankrupt.com/misc/idb09-02441.pdf

In Re Katherine Marie Brooks
   Bankr. S.D. Ind. Case No. 09-11895
      Chapter 11 Petition filed August 14, 2009
         See http://bankrupt.com/misc/insb09-11895.pdf

In Re Straub Properties, LLC
   Bankr. E.D. Ky. Case No. 09-52598
      Chapter 11 Petition filed August 14, 2009
         See http://bankrupt.com/misc/kyeb09-52598.pdf

In Re Expedice, Inc.
   Bankr. D. Neb. Case No. 09-82149
      Chapter 11 Petition filed August 14, 2009
         See http://bankrupt.com/misc/neb09-82149.pdf

In Re Famous Realty Co.
   Bankr. D. N.J. Case No. 09-31419
      Chapter 11 Petition filed August 14, 2009
         See http://bankrupt.com/misc/njb09-31419.pdf

In Re Riverside Motor Car, LLC
       dba Riverside Audi
   Bankr. D. N.J. Case No. 09-31422
      Chapter 11 Petition filed August 14, 2009
         See http://bankrupt.com/misc/njb09-31422.pdf

In Re Conklin's Chop House, Inc.
       dba Abel Conklins Restaurant
   Bankr. E.D.N.Y. Case No. 09-76071
      Chapter 11 Petition filed August 14, 2009
         See http://bankrupt.com/misc/nyeb09-76071.pdf

   In Re Original Able's Inc.
          dba Abel Conklins Restaurant
      Bankr. E.D.N.Y. Case No. 09-76079
         Chapter 11 Petition filed August 14, 2009
            See http://bankrupt.com/misc/nyeb09-76079.pdf

In Re J. H. Brandt & Associates, Inc.
   Bankr. M.D. Pa. Case No. 09-06295
      Chapter 11 Petition filed August 14, 2009
         See http://bankrupt.com/misc/pamb09-06295.pdf

In Re MRI Industries, LLC
       dba R&R Reed Recycling
   Bankr. N.D. Tex. Case No. 09-35356
      Chapter 11 Petition filed August 14, 2009
         See http://bankrupt.com/misc/txnb09-35356.pdf

In Re Wilson's Septic Tank & Portable Toilet Service, Inc.
   Bankr. W.D. Va. Case No. 09-62619
      Chapter 11 Petition filed August 14, 2009
         See http://bankrupt.com/misc/vawb09-62619.pdf

In Re Gordon Communications, Inc.
   Bankr. S.D. Tex. Case No. 09-35967
      Chapter 11 Petition filed August 15, 2009
         See http://bankrupt.com/misc/txsb09-35967.pdf

In Re Complete Fencing & Jenna Enterprises, Inc.
   Bankr. D. Md. Case No. 09-25192
      Chapter 11 Petition filed August 16, 2009
         See http://bankrupt.com/misc/mdb09-25192.pdf

In Re Randy Lee Melvin
   Bankr. N.D. Ala. Case No. 09-04846
      Chapter 11 Petition filed August 17, 2009
         See http://bankrupt.com/misc/alnb09-04846.pdf

In Re D. Angelo C. Carpo
      Myrna A. Carpo
   Bankr. C.D. Calif. Case No. 09-20555
      Chapter 11 Petition filed August 17, 2009
         See http://bankrupt.com/misc/cacb09-20555.pdf

In Re Stone Ridge Fellows LLC
   Bankr. C.D. Calif. Case No. 09-28897
      Chapter 11 Petition filed August 17, 2009
         See http://bankrupt.com/misc/cacb09-28897.pdf

In Re Multiple Allied Services, Inc.
   Bankr. N.D. Calif. Case No. 09-47577
      Chapter 11 Petition filed August 17, 2009
         See http://bankrupt.com/misc/canb09-47577.pdf

In Re Samy Santa Flooring Depot, Inc.
       fka Samy Santa Inc.
       aka SSI Flooring
   Bankr. N.D. Ga. Case No. 09-81413
      Chapter 11 Petition filed August 17, 2009
         See http://bankrupt.com/misc/ganb09-81413.pdf

In Re Michael Wayne Ray
   Bankr. S.D. Ind. Case No. 09-11970
      Chapter 11 Petition filed August 17, 2009
         See http://bankrupt.com/misc/insb09-11970.pdf

In Re Walter D DiNardo
   Bankr. D. Mass. Case No. 09-17815
      Chapter 11 Petition filed August 17, 2009
         See http://bankrupt.com/misc/mab09-17815.pdf

In Re Rainbow Studios, LLC
   Bankr. D. Nev. Case No. 09-25102
      Chapter 11 Petition filed August 17, 2009
         See http://bankrupt.com/misc/nvb09-25102.pdf

In Re Double Exposure Studios LLC
   Bankr. S.D.N.Y. Case No. 09-15030
      Chapter 11 Petition filed August 17, 2009
         See http://bankrupt.com/misc/nysb09-15030.pdf

In Re P & R Marketing Group of N.C., Inc.
   Bankr. E.D.N.C. Case No. 09-06914
      Chapter 11 Petition filed August 17, 2009
         See http://bankrupt.com/misc/nceb09-06914.pdf

In Re Homestead Steak House, Inc.
   Bankr. M.D. N.C. Case No. 09-81398
      Chapter 11 Petition filed August 17, 2009
         See http://bankrupt.com/misc/ncmb09-81398.pdf

In Re Edgardo O. Rivera Rodriguez
   Bankr. D. P.R. Case No. 09-06730
      Chapter 11 Petition filed August 17, 2009
         See http://bankrupt.com/misc/prb09-06730.pdf

In Re Willow Creek Heath, Inc.
   Bankr. D. Utah Case No. 09-28671
      Chapter 11 Petition filed August 17, 2009
         Filed as Pro Se



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Danilo Munnoz, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **