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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

             Friday, August 28, 2009, Vol. 13, No. 238

                            Headlines

ADAMSON BROTHERS: Case Summary & 20 Largest Unsecured Creditors
ALIB INC: Case Summary & 5 Largest Unsecured Creditors
AMERICAN INT'L: CEO Not In Hurry to Sell Assets, Can Wait 3 Yrs.
AMERICAN SOIL: June 30 Balance Sheet Upside-Down by $3 Million
ANDREW BEIFUS: Faces Chapter 7 Liquidation of Assets
APPALACHIAN OIL: To Sell Assets to Florida Sunshine for $6.25MM

ARCADIUS DEV'T: Condo Project Up for Auction Today
ARCHANGEL DIAMOND: OKs Proposal to Negotiate a Chapter 11 Plan
ASARCO LLC: Grupo Mexico Confident Own Plan to be Confirmed
ASG CONSOLIDATED: Moody's Reviews 'B1' Corporate Family Rating
ATLAS ENERGY: Moody's Corrects Ratings on Shelf Registration

AUTO CAST: Blames Chapter 11 Filing on Economic Woes in Michigan
BANKUNITED FINANCIAL: Court Sets Nov 17 Bar Date for All Creditors
BANKUNITED FINANCIAL: Files Schedules of Assets & Liabilities
BANKUNITED FINANCIAL: Section 341(a) Meeting Continued to Sept. 10
BEARINGPOINT INC: Can Employ Greenhill & Co. as Financial Advisor

BEARINGPOINT INC: Can Use Secured Lenders Cash Until September 30
CAG INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
CANARGO ENERGY: Reaches Deal with Persistency on Non-Conversion
CANON COMMUNICATIONS: S&P Cuts Corporate Credit Rating to 'B-'
CATALYST PAPER: Restarts Pulp Production at Crofton Mill

CENTRAL BASIN OPERATING: Voluntary Chapter 11 Case Summary
CHARTER COMMUNICATIONS: Fitch Affirms & Withdraws Ratings
CHEM RX: S&P Withdraws 'CCC' Corporate Credit Rating
CIT GROUP: $3-Bil. Loan Inadequate, Gimme Credit Says
CHRYSLER LLC: To Expand Accepted Product Liability Claims

CITY PRESS: Voluntary Chapter 11 Case Summary
CLOROX CO: Can Take $600MM Debt Without Violating Covenants
COASTLINE MANUFACTURING: Wants 30-Day Extension for Schedules
COMMONWEALTH BIOTECH: Posts $557K Net Loss in Qtr. Ended June 30
COPPER ROCK: Voluntary Chapter 11 Case Summary

COUNTERPOINT DESIGN: Case Summary & 10 Largest Unsecured Creditors
COYOTES HOCKEY: Reinsdorf Dropped Bid on Failure to Get Arena
CREATIVE LOAFING: Sold to Atalaya Under Confirmed Plan
DALE CABLE: Case Summary & 20 Largest Unsecured Creditors
DBSD NORTH AMERICA: Noteholders Extend Plan Deadline to Sept. 30

DELTEK INC: Moody's Retains Corporate Family Rating at 'B1'
DESTINATION MATERNITY: S&P Gives Pos. Outlook; Affirms 'B-' Rating
DOT VN: CEO to Present at Rodman & Renshaw Conference on Sept. 10
DUNKLE TIRE: Case Summary & 13 Largest Unsecured Creditors
E*TRADE FIN'L: Closes Exchange Offer for Interest-Bearing Notes

E*TRADE FINANCIAL: S&P Raises Counterparty Credit Rating to 'CCC'
EAGLEPICHER CORPORATION: Moody's Affirms 'B2' Corp. Family Rating
EDDIE BAUER: Court Okayed Kugman Founder Appointment as CRO
EDWARD PARK: Has Until September 9 to File Balance of Schedules
EDWARD PARK: Section 341(a) Meeting Scheduled for September 14

EDWARD PARK: Want to Hire Goldstein Lasky as Counsel
EVERGREEN TRANSPORTATION: Discontinuing Cantonment Van Fleet
FINLAY ENTERPRISES: Employs the Togut Segal as Conflicts Counsel
FINLAY ENTERPRISES: Panel Hires Consensus as Financial Advisors
FINLAY ENTERPRISES: Panel Retains Moses Singer as Counsel

FINLAY ENTERPRISES: Taps ADA as Asset Disposition Consultant
FIRST COMMERCIAL INSURANCE: Circuit Court Orders Liquidation
FLOYD RUNYON: Case Summary & 7 Largest Unsecured Creditors
FONTAINEBLEAU: Committee Proposes MarcumRachlin as Advisor
FONTAINEBLEAU: Creditors Committee Wants Documents Produced

FONTAINEBLEAU: Lenders Not Compelled to Turnover Funds for Now
FONTAINEBLEAU: Miami Affiliate Sued for $10MM Construction Claim
FONTAINEBLEAU: Wants to Continue Use of Cash Coll. Until Sept. 17
FORBES ENERGY: Likely Decline in Earnings Cue Moody's Junk Rating
FORMTECH INDUSTRIES: Files Chapter 11 to Sell Biz. to KPS Unit

FORMTECH INDUSTRIES: Case Summary & 30 Largest Unsecured Creditors
FOUR SEASONS OF COASTAL: Case Summary & Unsecured Creditors
FREDDIE MAC: Issues July 2009 Monthly Volume Summary
GASTROENTEROLOGY CENTER: Court May Lift Stay to Let Suits Proceed
GLOBAL 8: June 30 Balance Sheet Upside-Down by $1.15 Million

GLOBAL CROSSING: GC Impsat Commences Tender Offer for 9.875% Notes
GOLF ACQUISITIONS LLC: Case Summary & 20 Largest Unsec. Creditors
GOODY'S LLC: Stage Stores to Reopen 15 Goody's Stores by January
GREEKTOWN HOLDINGS: Files 2nd Amended Reorganization Plan
GREEKTOWN HOLDINGS: Luna & Plainfield Amends Alternative Plan

GREEKTOWN HOLDINGS: Proposes to Prosecute Bonds Avoidance Claims
HARTMARX CORP: Emerisque to Close 2 M. Wile Facilities
HEAD FAMILY PARTNERSHIP: Voluntary Chapter 11 Case Summary
HUMBERTO RUIZ: Voluntary Chapter 11 Case Summary
INGRAM TRUCKING: Case Summary & 20 Largest Unsecured Creditors

INTEST CORP: Posts $4.7MM Net Loss in Six Months Ended June 30
IRVINE SENSORS: Swings to $469,000 Net Income for 9 Mos. to June
ISLAND BOATS: Case Summary & 20 Largest Unsecured Creditors
ISOLAGEN INC: Court Approves Reorganization Plan
JAGGER'S BAY: Case Summary & 9 Largest Unsecured Creditors

JSW RENTALS LLC: Case Summary & 7 Largest Unsecured Creditors
KEARNEY CONSTRUCTION: Files for Chapter 11 Bankruptcy
KEARNEY CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
LARRY HUNTS: Case Summary & 7 Largest Unsecured Creditors
LAS VEGAS APARTMENTS: Case Summary & 20 Largest Unsec. Creditors

LAVIGNE INC: Sold to DS Graphics for $1.55 Million at Auction
LEVI STRAUSS: Jaime Cohen Szulc Named as SVP & Marketing Head
LUXE LOFTS: Voluntary Chapter 11 Case Summary
MACK-CALI REALTY: S&P Affirms Rating on Preferred Stock at 'BB+'
MAGNA ENTERTAINMENT: Par Avenue Bids $8.1MM for Undeveloped Land

MAGNACHIP SEMICON: Creditors Allowed to Vote on Competing Plans
MARIAN ZARAGOZA: Case Summary & 2 Largest Unsecured Creditors
MARK NORMAN: Case Summary & 5 Largest Unsecured Creditors
MASHANTUCKET WESTERN: MGM Mirage May Extend $200MM Under Alliance
MASHANTUCKET WESTERN: Moody's Junks Corporate Family Rating

MBD INC: Court Continues Disclosure Statement Hearing to Sept 14
MECACHROME INT'L: 92.7% of Creditors Accept Recapitalization Plan
MEDIACOM COMMUNICATIONS: Closes Senior Note, Term Loan Financings
MEDIACOM COMMUNICATIONS: Units "Early Accepted" Senior Notes
METALDYNE CORP: S&P Withdraws 'D' Corporate Credit Rating

MGM MIRAGE: Appoints Gary Jacobs as President Corporate Strategy
MGM MIRAGE: May Extend $200MM Under Mashantucket Pequot Alliance
MGM MIRAGE: Robert Lowinger Initiates Securities Class Action
MGM MIRAGE: Commences Exchange Offer for 8.50% Senior Notes
MHG CASA: Court Extends Schedules Filing Until September 15

MHG CASA: U.S. Trustee Sets Meeting of Creditors for September 11
MICHAELS STORES: Swings to $2-Mil. Net Income for Aug. 1 Quarter
MICHAEL VICK: Court Confirms Reorganization Plan
MILACRON INC: $180MM Sale Won't Repay All Creditors
NAVISTAR INTERNATIONAL: S&P Affirms 'BB-' Corporate Credit Rating

NCI BUILDING: Bank Group Extends Waivers Through November 6
NE-KAN SERVICES: Case Summary & 20 Largest Unsecured Creditors
NEOMEDIA TECHNOLOGIES: June 30 Balance Sheet Upside-Down by $100MM
NEW UNITED MOTOR: Toyota to End Production Contract in March 2010
NTK HOLDINGS: Bondholder Talks May Lead to Prepackaged Bankruptcy

NTK HOLDINGS: Moody's Downgrades Corporate Family Rating to 'Caa3'
PACIFIC EDUCATION: Confirmation Hearing Scheduled for Sept. 22
PACKAGING DYNAMICS: Moody's Confirms Credit Ratings
PEACH HOLDINGS: S&P Raises Ratings to 'CCC+'; Outlook is Negative
PERFECT CLIMATE: Case Summary & 14 Largest Unsecured Creditors

PINNACLE YACHT: Case Summary & 2 Largest Unsecured Creditors
PLAINFIELD APARTMENTS: Hires Webster Della Fera as Attorneys
PLAINFIELD APARTMENTS: Levy and Brach to Serve as Special Counsel
PLAINFIELD APARTMENTS: Section 341(a) Meeting Set for September 9
QUEBECOR MEDIA: DBRS Assigns 'BB' Issuer Rating

READER'S DIGEST: $150MM DIP Facility Requires Ch. 11 Exit by May
READER'S DIGEST: Gets Access to Cash Collateral Until Sept. 17
READER'S DIGEST: Meeting to Form Committee on August 31
READER'S DIGEST: To File Schedules by October 8
READER'S DIGEST: To Pay $90MM in Prepetition Debt to Vendors

RED MOUNTAIN: Can Hire Engelman Berger as Counsel
RED MOUNTAIN: Files List of 20 Largest Unsecured Creditors
RED MOUNTAIN: Has Until September 9 to File Schedules
RED MOUNTAIN: Meeting of Creditors to be Held September 15
RENAISSANCE RESIDENTIAL: Voluntary Chapter 11 Case Summary

RESERVE PRIMARY: District Court Consolidates 12 Class Suits
RITZ CAMERA: Dana Rosenfeld Appointed Consumer Privacy Ombudsman
RITZ CAMERA: Seeks Extension of Plan Filing Period to September 21
ROMADORA LLC: Case Summary & 5 Largest Unsecured Creditors
RONSON CORPORATION: Reports Results of Operations for Q2

ROY GOMEZ: Case Summary & 9 Largest Unsecured Creditors
SELMA ROADHOUSE: Voluntary Chapter 11 Case Summary
SIRIUS XM: Issues $257 Mil. of 9.75% Senior Secured Notes Due 2015
SPECTRUM BRANDS: Expects Chapter 11 Exit by End of August
SPECTRUM BRANDS: Fifth Circuit Lifts Stay on Confirmed Plan

SPECTRUM BRANDS: Gets Court Nod to Amend Prepetition Credit Pact
SPECTRUM BRANDS: Gets Court Nod to Ratify Exit Facility Pacts
SPECTRUM BRANDS: Proposes to Assume 33 Property Leases
STERLING MINING: Court Denies SPMI & ARI Motion to Dismiss Case
STERLING MINING: Files New Schedules of Assets and Liabilities

STERLING MINING: Plan Filing Period Extended to December 2
SUN MEDIA: DBRS Assigns 'BB' Issuer Rating
SUNNY CORRAL: Meeting of Creditors Scheduled for September 1
SUNWEST MANAGEMENT: Receiver and CRO File Plan With District Court
SYNIVERSE TECHNOLOGY: Verisign Deal Won't Move Moody's Ba3 Rating

TAMARON PROPERTIES: Files for Chapter 11; Aug 25 Auction Cancelled
TAHOE FRIDAY: Case Summary & 11 Largest Unsecured Creditors
TAYLOR BEAN: Moody's Reviews Ratings on 50 Tranches From Six Deals
THERATIVE INC: Files for Chapter 7 Bankruptcy, Stops Operations
THOMAS JOHNSON REAVES: Case Summary & 14 Largest Unsec. Creditors

TOUSA INC: Lenders Won't File Competing Plan Until Suit Resolved
TOUSA INC: Proposes Sale of Interests in ULT Inc.
TOUSA INC: Seeks Court OKs for Cash Collateral Use Until Oct. 31
TOUSA INC: Settles Suit Against Subordinated Noteholders
TOWER HILL: AM Best Downgrades Financial Strength to 'D'

TRUMP ENTERTAINMENT: To Face Examiners on Donald Trump Deal
TRUMP ENTERTAINMENT: Judge Lets Noteholders File Competing Plan
TULLY'S COFFEE: Posts $867,000 Net Loss for June 28 Quarter
TXCO RESOURCES: Schlumberger Appeals $32 Million DIP Approval
UNI-MARTS LLC: Kwik Pik Is New Stalking Horse Bidder

US ANTIMONY: Posts $37,000 Net Loss in Three Months Ended June 30
VIASPACE INC: VGE Acquires Inter-Pacific Arts in BVI and Guangzhou
VIASPACE INC: Posts $555,000 Net Loss for June 30 Quarter
VIDEOTRON: DBRS Assigns 'BB' Issuer Rating
WESTFALL TOWNSHIP: Settlement With David Katz Approved

WINDSOR CENTURY: M&I Wants Property Receiver Excused from Rule
WORLDGATE COMMS: Posts $18.8MM Net Loss in Quarter Ended June 30
WR GRACE: Court Limits Use of Solvency Findings
WR GRACE: Revised Phase II Plan Confirmation Hearing Schedule
WR GRACE: Voting Results on First Amended Plan

* FDIC's Problem List of Banks Rise to 416 at End of Q2
* July New Homes Sales Up from June, Down from 2008
* Postal Service Offering Buyouts to 30,000 of Employees

* TMA to Tackle Cash Flow 'Road Map' September 15

* BOOK REVIEW: Corporate Turnaround - How Managers Turn Losers
               Into Winners!

                            *********

ADAMSON BROTHERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Adamson Brothers and Sons Feedlot, Inc.
           aka Adamson Bros.
        34360 County Rd RR
        Wray, CO 80758

Bankruptcy Case No.: 09-27635

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Debtor's Counsel: Peter J. Lucas, Esq.
                  1917 Market St., Suite A
                  Denver, CO 80202
                  Tel: (303) 297-9800
                  Fax: (888) 849-8018
                  Email: lucasp@l-a-wyer.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
20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cob09-27635.pdf

The petition was signed by Mike Adamson, secretary/manager of the
Company.


ALIB INC: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Alib, Inc.
        41-44 75th Street
        Elmhurst, NY 11373

Bankruptcy Case No.: 09-47315

Chapter 11 Petition Date: August 26, 2009

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

Judge: Jerome Feller

Debtor's Counsel: Dennis C. Trott, Esq.
                  305 Broadway
                  7th Floor
                  New York, NY 10007
                  Tel: (212) 822-1430

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
5 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nyeb09-47315.pdf

The petition was signed by Mohammad Uddin.


AMERICAN INT'L: CEO Not In Hurry to Sell Assets, Can Wait 3 Yrs.
----------------------------------------------------------------
Matthew Karnitschnig and Liam Pleven at The Wall Street Journal
report that American International Group CEO Robert Benmosche said
that he is willing to wait as long as three years to offer stakes
in two multibillion-dollar foreign units that the insurer had been
racing to spin off.

Mr. Benmosche said that he is taking a far more patient approach
than his predecessor toward selling assets to repay the
government, The Journal relates.  "Once the market gives us a
price that I think is fair, we can go forward . . . . If we sell
too soon, everyone loses," the report quoted Mr. Benmosche as
saying.

The Journal relates that AIG had hoped to spin off the businesses
through initial public offerings beginning in 2010 to help repay
the $173 billion in aid it got from the government.  According to
The Journal, Mr. Benmosche said that after analyzing all of AIG's
businesses, he determined that the Company wouldn't be able to
repay the government even if it sold everything as current
estimates for what the businesses would fetch were too low.  The
Journal quoted him as saying, "That kind of price talk is
ridiculous.  I've told the government that if we have to sell them
right now, we may not be able to pay back what we owe . . . . The
sum of the parts are a little below the whole.  The whole has to
be big enough to pay back the government, and with a little hard
work there will be something left called AIG."  According to the
report, Mr. Benmosche suggested that if he can boost the
businesses before selling off units, the situation might improve.

The Journal states that part of what may remain of AIG is its
global property/casualty insurance business, which Mr. Liddy had
initially planned to keep but which AIG had started moving toward
offering to investors.  Mr. Benmosche, The Journal relates, said
that he would still decide whether to divest the business and that
he will spend the next six months to a year looking at the
operations and at other businesses, like International Lease
Finance Corp.

According to The Journal, Mr. Benmosche said that he aims to repay
as soon as possible the government support that is allowing AIG,
saying, "If the U.S. government doesn't continue to support AIG,
we will fail.  We have no right to use the government funding to
make a profit; that is inappropriate."  Citing Mr. Benmosche, the
report states that AIG is overspending on advisers like bankers,
lawyers and consultants.  "There is a feeding frenzy on this
company.  Those days are over," the report quoted him as saying.

                 About American International

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.

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 SOIL: June 30 Balance Sheet Upside-Down by $3 Million
--------------------------------------------------------------
American Soil Technologies Inc.'s balance sheet at June 30, 2009,
showed total assets of $1.96 million and $5.07 million, resulting
in a stockholders' deficit of about $3.11 million.

For three months ended June 30, 2009, the Company posted a net
loss of $338,724 compared with a net loss of $492,850 for the same
period in 2008.

For nine months ended June 30, 2009, the Company posted a net loss
of $1.07 million compared with a net loss of $1.38 million for the
same period in 2008.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?433b

Based in Pacoima, California, American Soil Technologies Inc.
(OTC BB: SOYL) -- http://www.americansoiltech.com/-- develops,
manufactures, and markets polymer soil amendments to the
agricultural, turf, and horticulture industries in North America.
It manufactures three primary products: Agriblend, a soil
amendment developed for agriculture; Soil Medic, a slow release
liquid fertilizer; and Nutrimoist, developed for homes, parks,
golf courses, and other turf related applications.  The Company
was founded in 1993.

                     Going Concern Doubt

On Jan. 13, 2009, McKennon, Wilson & Morgan LLP in Irvine,
California expressed substantial doubt about American Soil
Technologies Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the fiscal years
ended Sept. 30, 2008, and 2007.  The auditor noted that the
Company incurred losses in recent history, and has significant
working capital and accumulated deficits.


ANDREW BEIFUS: Faces Chapter 7 Liquidation of Assets
----------------------------------------------------
Lois DeSocio posted at the Maplewood Blog that Andrew Beifus, Jr.,
is facing a motion to convert his Chapter 11 reorganization case
to Chapter 7 liquidation.

Maplewood Blog didn't say who filed the motion.

Maplewood Blog relates that John Gross, village administrator and
chief financial officer, said that Mr. Beifus paid $43,428.21 in
taxes in 2007.  According to the Township of South Orange
Village's December 31, 2007 financial statements, the property was
assessed at $5 million in 2007, which should have drawn a lot more
in taxes.  Mr. Gross said that Mr. Beifus owes $149,206 in taxes
from 2008 and 2009, Maplewood Blog states.

In 2008 the Village of South Orange cited code violations like
overgrown vegetation and remaining vehicles and scaffolding in
Mr. Beifus' 500 acres of empty lot at 9 West South Orange Avenue
which is in foreclosure.  Mr. Beifus said in 2008 that he didn't
have the means to restore the property.  Maplewood Blog says that
Guardian Life Insurance pitched in and everything was eventually
cleaned up, except the rusted scaffolding, which Mr. Newman says
was taken down by the scaffolding company at no cost.  The
village, says Maplewood Blog, paid $8,000 for the new fence and
put a lien on the property to recover that cost.

Maplewood Blog quoted former Village President William Calabrese
as saying, "Even if someone wants to buy Beifus tomorrow, it would
take six years to completion."

New Vernon, New Jersey-based Andrew J. Beifus, Jr., filed for
Chapter 11 bankruptcy protection on June 19, 2008 (Bankr. D. N.J.
Case No. 08-21474).  Dean G. Sutton, Esq., who has an office in
Sparta, New Jersey, assists the Debtor in his restructuring
efforts.  The Debtor listed $1 million to $10 million in assets
and $1 million to $10 million in debts.


APPALACHIAN OIL: To Sell Assets to Florida Sunshine for $6.25MM
---------------------------------------------------------------
Jeff Keeling at Kingsport Times-News Online reports that
Appalachian Oil Co. has sought the approval of the Hon. Marsha
Parsons of the U.S. Bankruptcy Court for the Eastern District of
Tennessee for its sale to Florida Sunshine Investments.

According to Times-News, Florida Sunshine has offered
$6.25 million for Appalachian Oil.  The buyer, Times-News says,
will preserve 350 employees' jobs at 47 stores and pay for
Appalachian Oil's inventory in the deal.  Appalachian Oil hopes to
close the deal by next week, the report states.

The Court appointed Andy Weber of NRC Realty and Capital Advisors
as Appalachian Oil's chief restructuring officer on April 14 and
charged him with selling the Company, Times-News relates.  The
report quoted Mr. Weber as saying, "Selling the Company has been a
long and difficult process, but the managers and employees in the
retail division have done an admirable job of focusing on their
mission during that time."

Times-News states that the sale would also require Judge Parsons'
approval of an amendment to the sales procedures.  Florida
Sunshine placed a bid for Appalachian Oil on August 18, weeks
after the initial July 8 bid deadline.  The report says that
Empire Petroleum Holdings still has an opportunity to make a
counter offer.

Appalachian Oil, according to Times-News, asked Judge Parsons to
hear the motion to sell the Company on Tuesday.

Bountville, Tennessee-based Appalachian Oil Co. is a fuel
distributor and operator of 60 convenience stores.  It has
22.5 million-gallon terminal serving customers in six states.

Titan Global Holdings purchased Appco in September 2007.  Appco
operates 55 stores in Northeast Tennessee, Southwest Virginia, and
Southeast Kentucky.

Appalachian Oil sought Chapter 11 protection before the U.S.
Bankruptcy Court for the Eastern District of Tennessee on
February 9, 2009 (Case No. 09-50259).  Mark S. Dessauer, Esq., at
Hunter, Smith & Davis, in Kingsport, Tennessee, represents the
Debtor as counsel.  In its petition, the Debtor listed assets
between $10 million and $50 million and the same range of debt.

The Company's creditors with the biggest unsecured claims are BP
Plc's Amoco/BP, owed $2.41 million, and fuel distributor Crescent
Oil Co., owed $1.6 million.


ARCADIUS DEV'T: Condo Project Up for Auction Today
--------------------------------------------------
WWAY NewsChannel 3 reports that the Arcadius Development LLC
Carolina Beach condo project will be auctioned on August 28.

WWAY NewsChannel 3 says that the plan was to develop condos and a
shopping complex.  The timing wasn't right, the report states,
citing town manager Tim Owens.

Citing sources, WWAY NewsChannel 3 relates that one potential
buyer may be the Town of Carolina Beach.

Headquartered in Charlotte, North Carolina, Arcadius Development
L.L.C. develops real estate.  The Debtor filed for Chapter 11
protection on July 5, 2007, (Bankr. E.D. N.C. Case No. 07-01462).
When the debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 Million to $100 million.


ARCHANGEL DIAMOND: OKs Proposal to Negotiate a Chapter 11 Plan
--------------------------------------------------------------
Archangel Diamond Corporation (NEX BOARD:AAD.H) said August 27,
2009, its board approved a proposal to negotiate with interested
parties the filing of a notice to convert its involuntary Chapter
7 proceeding to a Chapter 11 bankruptcy.

Concurrently with a conversion to a Chapter 11 proceeding, ADC
would file a proposed Chapter 11 plan and explanatory disclosure
statement and a motion to approve a loan to finance ADC until the
effective date of the Plan.

If filed, the proposed Plan and Disclosure Statement would
describe ADC's plan to protect its assets, including its main
asset, litigation against Lukoil, through the operation of a
liquidating trust established for the benefit of its creditors and
shareholders.  This trust would be funded by exit financing.  If
this proposal is negotiated and the proposed Plan and Disclosure
Statement are filed, appropriate details will be timely sent to
creditors and shareholders.

Additionally, ADC is currently involved in an arbitration against
Arkhangelskgeoldobycha in Stockholm, Sweden.  ADC is in the
process of making representations to the arbitral tribunal in view
of the current situation of the company.

                      About Archangel Diamond

Archangel Diamond is a Canadian diamond company focused on
exploration and mining in Russia.  The company is listed on the
Toronto Venture Exchange (trading symbol AAD).

Three creditors filed a petition to send Archangel Diamond
Corporation to liquidation under Chapter 7 of the U.S. Bankruptcy
Code on June 26, 2009 (Bankr. D. Colo. Case No. 09-22621).


ASARCO LLC: Grupo Mexico Confident Own Plan to be Confirmed
-----------------------------------------------------------
Grupo Mexico, S.A.B. DE C.V. on August 27 said it remains
confident that its subsidiary, Americas Mining Corp., is entitled
under applicable U.S. law to retain control of its wholly owned
subsidiary ASARCO through the full payment plan offered to
creditors on their claims and liabilities, plus interest.

AMC attorney Robert Moore presented the company's final arguments
to U.S. Judge Richard Schmidt of the Corpus Christi Bankruptcy
Court on Wednesday, arguing that GMEXICO's offer to pay the ASARCO
creditors $2.2 billion in cash represented a full and fair offer,
and one that meets the necessary legal obligations to retain
ownership of the company.  Failure to do so, Mr. Moore argued,
would represent a breach of constitutional law.

"Our view is that we're facing what in my view is a constitutional
level issue," Mr. Moore argued in his closing statement.  "It's an
issue of due process.  It's an issue of unfair taking.  It's an
issue of compensation for an unfair taking. In my view again . . .
I think this is an issue the Supreme Court would be interested
in."

"We are the owner," Mr. Moore continued.  "We initiated these
cases through our subsidiaries.  We in essence through our plan
now are funding the hundreds of millions of dollars that we've
spent for these cases.  We've agreed to un-impair all non-
consenting creditors under our plan and pay all creditors in full
in cash, including interest at the date of payment, and we want
our company back."

GMEXICO, through its subsidiary AMC has offered full value of $3.6
billion in cash.  This value includes a $2.2 billion cash
contribution, the disbursement of an estimated $1.4 billion in
cash on hand from ASARCO's balance sheet, a one-year promissory
note for $280 million payable to the asbestos creditors, the
forgiveness of $191 million worth of tax claim debt and a $60
million tax refund contribution.

AMC has evidenced to the Bankruptcy Court that its plan is
financially viable since AMC has a firm commitment from four
internationally recognized financial institutions to deliver
financing for up to $1.3 billion, which in addition to GMEXICO's
commitment to contribute $900 million, amounts to $2.2 billion in
cash on the date of close.  Furthermore, AMC and GMEXICO have
agreed to increase the escrow that currently holds $2.2 billion in
Southern Copper Corporation stock as surety for the plan by an
additional $500 million in cash as part of the contribution AMC is
obliged to make.

Also, to ease any concern ASARCO employees may have, AMC has
offered to extend the collective bargaining agreement to June 2011
under the same terms and conditions as the current contract, which
Judge Schmidt approved in 2007.

GMEXICO is also confident the Corpus Christi Bankruptcy Court will
recommend that U.S. District Court Judge Andrew Hanen confirm
AMC's Plan to resolve ASARCO's Chapter 11 reorganization,
upholding the constitutional rights of the sole stockholder, AMC,
to remain ASARCO's owner by covering its liabilities in full.

                        Competing Plans

As reported by the Troubled Company Reporter, 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 backed by
ASARCO LLC, Sterlite would guarantee to pay unsecured debts of
Asarco LLC that are ultimately considered legitimate by Judge
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 plans 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
aid.

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)


ASG CONSOLIDATED: Moody's Reviews 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the ratings of ASG Consolidated LLC, including its B1
corporate family and probability of default ratings.  This review
action reflects concern that soft pricing in 2009 relative to
2008, combined with a lower allowable catch for the industry, will
result in reduced EBITDA, higher leverage and eroding covenant
cushion.

Ratings under review for possible downgrade (LGD assessments are
subject to adjustment):

ASG Consolidated LLC

* Corporate family rating at B1

* Probability of default rating at B1

* $251 million 11.5% senior discount notes due 2011 at B3 (LGD5,
  87%)

American Seafoods Group LLC

* $75 million senior secured revolving credit expiring in 2011,
  and senior secured Term Loan A and Term Loan B at Ba3 (LGD3,33%)

Profitability in 2009 is likely to be lower than Moody's original
expectation due to weakness, relative to 2008, in market prices
for ASG's products in an environment of soft prices for some
competing proteins.  The negative impact of prices is occurring
during a year when the Total Allowable Catch for the industry, and
hence ASG's permitted volume, is reduced.  As a result, cushion
under ASG's covenants is minimal.  Moody's expects Debt to EBITDA
(excluding unrealized derivatives gains and losses) to increase
from under 5 times in fiscal 2008 to over 6.5 times in fiscal
2009.

Moody's review will focus on projected revenue and profitability
trends for the medium term, the company's plans to boost covenant
cushion, and financial policies including shareholder
distributions.

Moody's most recent rating action for this issuer on August 20,
2008 assigned a Ba3 rating to a Term Loan B add-on, affirmed the
company's other ratings including its B1 corporate family rating,
and maintained a stable outlook.

Headquartered in Seattle, Washington, ASG Consolidated LLC is one
of the world's largest integrated seafood companies, harvesting
and processing primarily Pollock, Pacific whiting and catfish.
At-sea operations are concentrated in the U.S. Bering Sea.  ASG's
revenues for the twelve months ended June 30, 2009, were
approximately $491 million.


ATLAS ENERGY: Moody's Corrects Ratings on Shelf Registration
------------------------------------------------------------
Moody's Investors Service corrects the ratings of the Atlas Energy
Operating Company, LLC, Atlas Energy Resources, LLC, and Atlas
Energy Finance Corporation shelf registration to reflect that the
(P) B3 rating applies to the senior unsecured portion of the shelf
of Atlas Operating only.  Moody's does not rate either the
subordinated or the preferred stock portions of the shelf for any
of the three entities.

The last rating action for Atlas Operating was on May 6, 2008,
when Moody's affirmed Atlas Operating's B1 corporate family rating
and the B3 unsecured note rating.

Atlas Energy Resources, LLC, is one of the largest independent
natural gas producers in the Appalachian and Michigan Basins.


AUTO CAST: Blames Chapter 11 Filing on Economic Woes in Michigan
----------------------------------------------------------------
Auto Cast, Inc., has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the Western District of Michigan,
listing $1,000,001 to $10 million in assets and $1,000,001 to
$10 million in liabilities.

WOOD TV8 reports that Auto Cast CEO Carl Homrich blamed the state
of the economy in Michigan and the state of the auto industry for
the Company's bankruptcy.  The restructuring shouldn't affect any
of the 45 workers, 24 Hour News 8 reports, citing Mr. Homrich.

Grandville, Michigan-based Auto Cast is an aluminum and zinc die
cast company in Grandville, Michigan.  It manufactures parts for
the auto industry and employs 45 people at its manufacturing
facility on Spartan Industrial Drive in Grandville.  The Company
manufactures a variety of auto parts but the most recognizable
part may be the hood ornaments it makes for Cadillac.


BANKUNITED FINANCIAL: Court Sets Nov 17 Bar Date for All Creditors
------------------------------------------------------------------
Upon the ex-parte motion of BankUnited Financial Corp., BankUnited
Financial Services, Inc., and CRE America Corp., the U.S.
Bankruptcy Court for the Southern District of Florida has set
November 17, 2009, as the uniform claims bar date for all
creditors (both governmental and non-governmental) in the Debtors'
Chapter 11 cases.

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

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


BANKUNITED FINANCIAL: Files Schedules of Assets & Liabilities
-------------------------------------------------------------
BankUnited Financial Corp. filed with the U.S. Bankruptcy Court
for the Southern District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                         $0
  B. Personal Property            $18,389,681
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $553,964,059
                                  -----------    ------------
        TOTAL                     $18,389,681    $553,964,059

A copy of the Debtor's schedules of assets and liabilities is
available at http://bankrupt.com/misc/bankunited.sal.pdf

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

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


BANKUNITED FINANCIAL: Section 341(a) Meeting Continued to Sept. 10
------------------------------------------------------------------
The U.S. Trustee for Region 21 has continued to September 10,
2009, at 3:00 p.m. the meeting of creditors in BankUnited
Financial Corporation and its debtor-affiliates' Chapter 11 cases,
pursuant to Section 341(a) of the Bankruptcy Code.  The meeting
will be held at the Claude Pepper Federal Building, 51 SW First
Ave Room 1021, in Miami, Florida.

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

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


BEARINGPOINT INC: Can Employ Greenhill & Co. as Financial Advisor
-----------------------------------------------------------------
The Bankruptcy Court has issued an amended final order authorizing
BearingPoint, Inc., et al., permission to employ Greenhill & Co.,
LLC, as their financial advisor and investment banker, nunc pro
tunc to February 18, 2009.

As reported in the TCR on March 9, 2009, Greenhill & Co. has
agreed to:

   a. review the business, assets and operations of BearingPoint,
      Inc. and its historical and projected financial condition;

   b. assist the board of directors in assessing the Debtors'
      current and potential future equity value;

   c. review the strategic and capital needs of the Debtors,
      analyzing the alternatives for raising capital, refinancing
      or restructuring existing indebtedness and assisting the
      Debtors in designing and implementing an appropriate
      capital structure;

   d. evaluate and recommend financial and strategic alternatives
      with respect to a proposed (i) merger or sale of the
      Company as a whole; (ii) acquisition of a majority of the
      stock of the Debtors; (iii) reorganization,
      recapitalization or debt restructuring, tender or exchange
      offer; (iv) a sale of all or substantially all of the
      assets of the Debtors; or (v) the sale by the Debtors of
      any of its five principal business unites (EMEA, Asia
      Pacific, Public Services, Commercial Services, and
      Financial Services) or a majority of the assets of any the
      principal business unit including a debt refinancing or
      restructuring strategy for the Debtors' various series of
      subordinated debt, including its 5% convertible senior
      subordinated debentures due 2025;

   e. identify and contact selected qualified partners to a
      proposed Transaction that are approved in advance by the
      Debtors;

   f. advise the Board as to the timing, structure and pricing of
      a proposed Transaction;

   g. assist the Debtors in marketing, selling, negotiating and
      consummating a proposed Transaction;

   h. provide assistance to the Board regarding investor relation
      matters; and

   i. provide the other financial advisory and investment banking
      services as are customary for similar transactions and as
      may be mutually agreed upon by the board and Greenhill.

BearingPoint proposed to pay:

   a. a retainer fee of $1,000,000 per quarter, payable in cash
      quarterly during the term of the Greenhill Agreement with
      the first payment due promptly after the date of the
      Greenhill Agreement, the second payment due on Jan. 1, 2009,
      and the remaining payments due on a quarterly basis
      thereafter for the remainder of the term of the Greenhill
      Agreement.  One half of the Retainer Fees, to the extent
      paid, will be credited against any Transaction Fee if
      payable to Greenhill under the Greenhill Agreement.

   b. a transaction fee equal to $9 million, will be payable in
      cash if, during the term of the Greenhill Agreement or, if
      the Greenhill Agreement is terminated prior to the end of
      its stated term or expires other than if the Greenhill
      Agreement is terminated by Greenhill, within 12 months of
      the termination or expiration, a Transaction is consummated
      or a definitive agreement is entered into that subsequently
      results in a Transaction.

   c. reimbursement for travel and other out-of-pocket expenses
      incurred by Greenhill in performing its services hereunder,
      including the reasonable fees and expenses of legal counsel.

The Court's order provides that Greenhill will earn a one-time
transaction fee upon the closing of a transaction, but will not
earn a transaction fee upon the closing of a transaction where the
aggregate transaction value is less than $100 million.

The Court also ruled that the opinion fee will be reduced to
$750,000, and Greenhill will not issue any further opinions
without the consent of the official committee of unsecured
creditors or the agent for the Debtors' prepetition secured debt.

Bradley A. Robins, managing director of Greenhill, assured the
Court that Greenhill is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                         About BearingPoint

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

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

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


BEARINGPOINT INC: Can Use Secured Lenders Cash Until September 30
-----------------------------------------------------------------
The Bankruptcy Court has issued a supplemental order granting
BearingPoint, Inc., et al., permission to use cash collateral in
which Wells Fargo Bank, N.A., as agent, and the secured lenders
have an interest, until September 30, 2009, in accordance with an
amended cash collateral budget.

The Official Committee of Unsecured Creditors and the secured
lenders consent to the use of cash collateral.

The Debtors require the continued use of cash collateral to
economically and efficiently wind down their remaining businesses
and to pay obligations on account of paid time off, severance and
the key employee incentive plan.

The Debtors are authorized to make distributions to the Secured
Lenders in accordance with the terms set forth in the Court's
order.  The Debtors will continue to comply will all terms of the
final cash collateral order dated April 20, 2009, not contrary to
the terms of this supplemental cash collateral order.

The Debtors are also required to propose a plan acceptable to the
secured lenders and the Creditors Committee by September 10, 2009,
or their exclusive right to propose a plan will terminate.

A full-text copy of the Court's supplemental cash collateral order
is available at no cost at:

  http://bankrupt.com/misc/bearingpoint.supplementalccorder.pdf

Along with the cash collateral, the lenders hold first-priority
liens on substantially all of the Debtors' property and a pledge
of 65% of the stock in certain of BearingPoint's first-tier
foreign subsidiaries.

In accordance with the prior cash collateral order, as adequate
protection, to the extent of any diminution in the value of their
interest in the pre-petition collateral, Wells Fargo, on behalf of
the secured lenders, is granted adequate protection liens
equivalent to a lien granted under Section 364(c) of the
Bankruptcy Code in substantially all of the assets of the Debtors
in existence prior and subsequent to the commencement of the
Debtors' bankruptcy filing, excluding avoidance actions, subject
only to the Carve Out and any prior liens.  In addition to the
adequate protection liens, Wells Fargo, on behalf of the secured
lenders, is also granted an adequate superpriority claim under
Sections 503(b)(1), 507(a), and 507(b) of the Bankruptcy Code.

                         About BearingPoint

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

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

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


CAG INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: CAG Industries, Inc.
        13780 Central Ave
        Chino, CA 91710

Bankruptcy Case No.: 09-29839

Chapter 11 Petition Date: August 26, 2009

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

Judge: Sheri Bluebond

Debtor's Counsel: Ralph Ascher, Esq.
                  11022 Acacia Pkwy, Suite D
                  Garden Grove, CA 92840
                  Tel: (714) 638-4300
                  Fax: (714) 638-4311
                  Email: ralphascher@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
20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-29839.pdf

The petition was signed by Dawn Flores, vice president of the
Company.


CANARGO ENERGY: Reaches Deal with Persistency on Non-Conversion
---------------------------------------------------------------
CanArgo Energy Corporation on March 3, 2006, finalized a private
placement with a limited group of investors arranged by Ingalls &
Snyder LLC of New York City of a $13,000,000 issue of Senior
Subordinated Convertible Guaranteed Notes due September 1, 2009
and warrants to purchase an aggregate of 13,000,000 shares of our
common stock, par value $0.10 per share.

On June 28, 2006, the Company entered into a $10,000,0000 private
placement with Persistency, a Cayman Islands company with limited
liability, of a 12% Subordinated Convertible Guaranteed Note due
June 28, 2010 and warrants to purchase an aggregate of 12,500,000
shares of CanArgo common stock, at an exercise price of $1.00 per
share, subject to adjustment.

On June 28, 2006, CanArgo Energy Corporation entered into a Note
and Warrant Purchase Agreement with Persistency, a Cayman Islands
company with limited liability, relating to the purchase of
CanArgo's 12% Subordinated Convertible Guaranteed Notes, due
June 28, 2010.

On August 21, 2009, CanArgo entered into a further agreement with
Persistency whereby Persistency agrees and covenants that prior to
November 15, 2009, absent the Company's consent, or the
Subordinated Notes becoming immediately due and payable, or a
Change of Control as defined in the Purchase Agreement (other than
as a result of a transaction with Persistency or its affiliate),
it will not convert or exchange, or seek to convert or exchange,
any or all of the Subordinated Notes into shares of common stock
of CanArgo, or into any other security convertible or exchangeable
into shares of common stock of CanArgo, pursuant to Section 11.7
of the Purchase agreement.  A full-text copy of the Agreement is
available for free at http://researcharchives.com/t/s?4347

The Company said in mid-August that it is currently in default in
making interest payments under its outstanding Senior Subordinated
Convertible Guaranteed Notes, due September 1, 2009 and its 12%
Subordinated Convertible Guaranteed Notes, due June 28, 2010.  The
Company is also currently in default under the terms of its
Settlement Agreement with WEUS Holding Inc., a subsidiary of
Weatherford International Ltd, as reported previously.  The
Company is continuing its negotiations with its Note holders and
WEUS among other creditors in respect of its defaulted obligations
with a view to arriving at a restructuring plan which, under
current expectations, will involve a possible debtor in possession
restructuring in Chapter 11 of the United States Bankruptcy Code.

                       About CanArgo Energy

Based in Guernsey, British Isles, CanArgo Energy Corporation
(OSLO: CNR) (PINK SHEETS: CANR) -- http://www.canargo.com-- is an
independent oil and gas exploration and production company with
its oil and gas operations currently located in Georgia.

As of June 30, 2009, the Company had US$2,649,189 in total assets;
US$19,833,265 in total liabilities and US$2,119,530 in temporary
equity.  As of June 30, 2009, the Company had an accumulated
deficit of US$289,204,482 and stockholders' deficit of
US$19,303,606.

CanArgo Energy reported a net loss of US$1,808,395 for the three
months ended June 30, 2009, from a net loss of US$970,934 for the
same period last year.  For the six months ended June 30, 2009,
CanArgo posted net income of US$98,744 from a US$2,175,815 net
loss for the same half-year period in 2008.


CANON COMMUNICATIONS: S&P Cuts Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Los Angeles, California-based trade magazine publisher
and trade show organizer Canon Communications LLC to 'B-' from 'B'
and placed it on CreditWatch with negative implications.

At the same time, S&P lowered the issue-level rating on Canon's
first-lien credit facilities to 'B-' (at the same level as the 'B-
' corporate credit rating on the company) from 'B+'.  The issue-
level rating was placed on CreditWatch with negative implications
in conjunction with the corporate credit rating.  S&P also revised
the recovery rating on this debt to '3' from '2'.  The '3'
recovery rating indicates S&P's expectation of meaningful (50% to
70%) recovery in the event of a payment default.  The recovery
rating revision reflects a change to S&P's estimated default
EBITDA and emergence valuation under S&P's simulated default
scenario.  Under S&P's revised default scenario, S&P assume EBITDA
at emergence will have declined significantly from the last 12
months ended June 30, 2009.  Although S&P's assumed distressed
EBITDA multiple is unchanged at 5x, the change to S&P's default
EBITDA assumption resulted in a lower gross emergence enterprise
value than in S&P's previous analysis.

"The downgrade reflects Canon's narrow cushion of compliance with
covenants, notwithstanding an amendment of them in December 2008,"
said Standard & Poor's credit analyst Jeanne Mathewson.

The company had a minimal cushion of compliance with its first-
lien leverage covenant, its tightest covenant, as of June 30,
2009.  S&P is concerned that the company could have difficulty
complying with covenants if declines in publishing revenue do not
reverse.  S&P is also concerned that the company, which has a
Sept. 30 fiscal year end, could face difficulties in obtaining an
unqualified audit opinion if they are unable to resolve ongoing
covenant compliance issues.

Canon has a high concentration of revenue and EBITDA in several
trade shows and publications addressing medical devices and
packaging.  The medical device concentration leaves the company
highly vulnerable to potential weakness in this sector, even
though the sector's business trends do not directly relate to
economic cycles.  Trade shows, which account for more than half of
Canon's revenues, have higher margins and are less vulnerable to
economic downturn than its magazines because of less competition
and exhibitors' high annual renewal rates.  The publishing
industry has been hurt by shifts in marketing spending as it
migrates from print-based to digital advertising.  A more
immediate concern for the company's publishing business has been
the lack of advance advertising commitments and minimal visibility
because of the recession.  Although the company has a small,
growing digital division, competition among Internet-based media
is more challenging than among print-based media because of low
barriers to entry.

In resolving the CreditWatch listing, Standard & Poor's will
monitor the company's operating trends and assess its prospects
for either reducing first-lien leverage or amending its credit
facility covenants.  S&P will lower the rating further if S&P
believes that the company will be unable to comply with the first-
lien leverage covenant or will have difficulty absorbing a
potential increase in its borrowing margin in connection with a
waiver or amendment.


CATALYST PAPER: Restarts Pulp Production at Crofton Mill
--------------------------------------------------------
Catalyst Paper said it will restart one line of pulp production at
its Crofton NBSK kraft mill on Vancouver Island, given improved
market conditions.  The kraft pulp mill was indefinitely curtailed
in February of this year -- removing approximately 400,000 tonnes
of annual capacity.

"Pulp markets have improved in recent weeks with stronger demand
and pricing," said Richard Garneau, president and chief executive
officer.  "Better markets enable the restart on one of the two
lines of our kraft mill.  But chip supply is limited and fibre
availability is expected to remain challenging through the balance
of this year."

The restart is scheduled for early October and will result in 104
employees being recalled from layoff.  Restart on the one line
will add 210,000 tonnes of pulp capacity on an annualized basis.
Production will continue as long as markets, mill costs, and fibre
availability support it.

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

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

                      About Catalyst Paper

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

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


CENTRAL BASIN OPERATING: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Central Basin Operating, Inc.
           aka Central Basin Oil Investments, Inc.
           fdba Central Basin Natural Resources, Inc.
        2485 E. Southlake Blvd., Ste 100
        Southlake, TX 76092

Bankruptcy Case No.: 09-45206

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Marilyn D. Garner, Esq.
                  Law Offices of Marilyn D. Garner
                  2007 E. Lamar Blvd, Suite 200
                  Arlington, TX 76006
                  Tel: (817) 588-3075
                  Fax: (817) 462-4075
                  Email: mgarner@marilyndgarner.net

Estimated Assets: $0 to $50,000

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 Jason Halek, president of the Company.


CHARTER COMMUNICATIONS: Fitch Affirms & Withdraws Ratings
---------------------------------------------------------
Fitch Ratings has affirmed and withdrawn these ratings on Charter
Communications, Inc. and its subsidiaries:

Charter Communications, Inc.
  --Issuer Default Rating (IDR) 'D';
  --Convertible senior notes 'C/RR4'.

Charter Communications Holdings, LLC
  --IDR 'D'.
  --Senior unsecured notes 'C/RR4'.

CCH I Holdings, LLC
  --IDR 'D'.
  --Senior unsecured notes 'C/RR4'.

CCH I, LLC
  --IDR 'D'.
  --Senior secured notes 'C/RR4'.

CCH II, LLC
  --IDR 'D'.
  --Senior unsecured notes 'C/RR4'.

CCO Holdings, LLC
  --IDR 'D'.
  --Senior unsecured notes 'C/RR4';
  --Third lien term loan 'B-/RR1'.

Charter Communications Operating, LLC
  --IDR 'D';
  --Senior secured credit facility 'B-/RR1';
   --Senior secured second lien notes 'B-/RR1'.

The ratings may be withdrawn after 30 days have elapsed following
a default.  The withdrawal of Charter's ratings reflects the
company's voluntary petition for protection under Chapter 11 of
the U.S. Bankruptcy Code on March 26, 2009.


CHEM RX: S&P Withdraws 'CCC' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said that it has withdrawn all
of its ratings, including the 'CCC' corporate credit rating, on
Long Beach, New York-based institutional pharmacy services
provider Chem Rx Corp.

"Chem Rx announced on May 1, 2009 that it was in technical
violation of three financial covenants under its credit facilities
and that it had signed forbearance agreements with the requisite
lenders," said Standard & Poor's credit analyst Jesse Juliano.
The company intended to negotiate waivers or amendments to its
credit facility; Chem Rx has not yet disclosed a resolution to its
technical violation.  Also, the company has not filed its
financial results for the year ended Dec. 31, 2008, the quarter
ended March 31, 2009, or the quarter ended June 30, 2009.  As
such, S&P does not have sufficient information to maintain the
ratings.


CIT GROUP: $3-Bil. Loan Inadequate, Gimme Credit Says
-----------------------------------------------------
CIT Group Inc. may need money in addition to the $3 billion it
recently borrowed from creditors, after paying off debt in the
second quarter, research firm Gimme Credit LLC said, according to
reporting by Bloomberg.

CIT paid $2.1 billion in bank debt and $2.8 billion in unsecured
debt during the second quarter, leaving CIT with a "scant" $1.2
billion of cash at the end of June, Kathleen Shanley, an analyst
at Gimme Credit in Chicago, wrote in a note to investors August
27.

"The $3 billion secured facility was fully drawn as of Aug. 4, but
the funds are nowhere near adequate to plug CIT's funding gap,"
Ms. Shanley wrote.

                       Restructuring Plan

CIT in early August announced a restructuring of its liabilities
to provide additional liquidity and further strengthen its capital
position.  CIT said in a Form 10-Q filing with the Securities and
Exchange Commission that it intends to pursue its restructuring
plan outside of the Bankruptcy Court.

The Company's restructuring plan includes various scenarios, some
of which reflect possible asset or business sales.  As part of its
restructuring plan, the Company obtained a $3 billion loan and
commenced a cash tender offer for its $1 billion outstanding
floating-rate senior notes due August 17, 2009.  CIT said that the
tender offer met minimum requirements as 59.81% of the total notes
outstanding were tendered.  CIT offered $875 per $1,000 principal
amount of the notes.

The Company admitted it may need to seek relief under the U.S.
Bankruptcy Code if its restructuring plan is unsuccessful, or if
the steering committee of bondholders is unwilling to agree to an
out-of-court restructuring.  This relief may include (i) seeking
bankruptcy court approval for the sale of most or substantially
all of our assets pursuant to Section 363(b) of the Bankruptcy
Code; (ii) pursuing a plan of reorganization; or (iii) seeking
another form of bankruptcy relief, all of which involve
uncertainties, potential delays and litigation risks.

                          About CIT Group

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

As of June 30, 2009, CIT Group had total assets of $71,019,200,000
against total debts of $64,901,200,000.

As reported by the TCR on August 19, 2009, Fitch Ratings has
downgraded CIT Group Inc.'s Issuer Default Rating to Restricted
Default (RD) from 'C' following completion of the company's bond
tender offer, which covered the purchase of 59.81% of the
company's $1 billion floating rate senior secured notes.

For the same reason, Sandard & Poor's Ratings Services lowered its
long-term counterparty credit rating on CIT Group Inc. to 'SD'
(selective default) from 'CC'.


CHRYSLER LLC: To Expand Accepted Product Liability Claims
---------------------------------------------------------
In a letter sent August 27, 2009, to Members of Congress, Chrysler
Group LLC said the company will accept product liability claims on
vehicles manufactured by Chrysler LLC (now OldCarco LLC) before
June 10, 2009, and involved in accidents on or after that date.
On June 10, 2009, Chrysler Group purchased substantially all of
the assets of Old Carco.

"We know a lot more about the viability of our business today than
when we purchased Old Carco's assets in its bankruptcy proceedings
several months ago," said John Bozzella, Senior Vice President,
External Affairs & Public Policy, Chrysler Group LLC. "While
Chrysler Group still faces challenges, we are confident that the
future viability of the company will not be threatened if we
accept these claims."

OldCarco filed for bankruptcy protection on April 30, 2009.
Following many complex and lengthy hearings, the bankruptcy court
approved the sale of substantially all of OldCarco's assets to a
newly formed company, Chrysler Group LLC.  As part of the
bankruptcy court-approved purchase, Chrysler Group had agreed to
assume liability only for cars sold by Chrysler Group.  As a
result of today's announcement, Chrysler Group's approach is
consistent with that taken by General Motors as part of its
bankruptcy process.

"We want our customers to feel comfortable and confident buying,
driving and enjoying one of our vehicles," Bozzella said.
"Chrysler Group vehicles meet or exceed all applicable federal
safety standards and have excellent safety records."

                     About Chrysler Group LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge,
Mopar(R) and Global Electric Motors (GEM) brand vehicles and
products.  With the resources, technology and worldwide
distribution network required to compete on a global scale, the
alliance builds on Chrysler's culture of innovation -- first
established by Walter P. Chrysler in 1925 -- and Fiat's
complementary technology -- from a company whose heritage dates
back to 1899.

Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's
product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.

Chrysler LLC and 24 affiliates on April 30 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)


CITY PRESS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: City Press, Inc.
           dba Silvermine Associates
        1635 S. Research Loop
        Tucson, AZ 85710

Bankruptcy Case No.: 09-20615

Chapter 11 Petition Date: August 25, 2009

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  110 S Church Ave #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  Email: eric@ericslocumsparkspc.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 Philip Wilber and/or Pamela Wilber,
officer of the Company.


CLOROX CO: Can Take $600MM Debt Without Violating Covenants
-----------------------------------------------------------
The Clorox Company said as of June 30, 2009, it could add roughly
$600 million in incremental debt and remain in compliance with
restrictive debt covenants.

In a Form 10-K filing with the Securities and Exchange Commission,
Clorox said it may incur substantial additional indebtedness in
the future to fund acquisitions, to repurchase shares or to fund
other activities for general business purposes, subject to
compliance with the Company's existing restrictive debt covenants.
If new debt is added to the current debt levels, the related risks
that the Company now faces could intensify, it warned.  In
addition, the cost of incurring additional debt could increase due
to possible additional downgrades in the Company's credit rating.

The Company said it has a significant amount of indebtedness.  As
of June 30, 2009, the Company had $3.1 billion of debt.  The
Company's substantial indebtedness could have important
consequences.  For example, it could:

    * make it more difficult for the Company to satisfy its cash
      obligations;

    * increase the Company's vulnerability to general adverse
      economic and industry conditions;

    * limit the Company's ability to fund potential acquisitions;

    * require the Company to dedicate a substantial portion of its
      cash flow from operations to payments on its indebtedness,
      which would reduce the availability of its cash flow to fund
      working capital requirements, capital expenditures,
      expansion efforts and other general corporate purposes;

    * limit the Company's flexibility in planning for, or reacting
      to, changes in its business and the industry in which it
      operates;

    * place the Company at a competitive disadvantage compared to
      its competitors that have less debt; and

    * limit, along with the financial and other restrictive
      covenants in the Company's indebtedness, among other things,
      its ability to borrow additional funds. Failure to comply
      with these covenants could result in an event of default
      that, if not cured or waived, could have a significant
      adverse effect on the Company.

During fiscal year 2009, the Company amended its $1.20 billion
revolving credit agreement to remove the participation of Lehman
Brothers Bank, FSB, which reduced the credit agreement to
$1.10 billion while maintaining the same terms and conditions.  At
June 30, 2009, there were no borrowings under the revolving credit
agreement.  The Company believes that borrowings under the
revolving credit facility are now available and will continue to
be available for general corporate purposes and to support
commercial paper issuances.  The $1.10 billion revolving credit
agreement expires in April 2013 and includes certain restrictive
covenants.  The primary restrictive covenant is a maximum ratio of
total debt to EBITDA for the trailing 4 quarters (EBITDA ratio),
as contractually defined, of 3.25. EBITDA, as defined by the
revolving credit agreement, may not be comparable to similarly
titled measures used by other entities.  The Company's EBITDA
ratio at June 30, 2009, was 2.71.

The Company was in compliance with all restrictive covenants and
limitations as of June 30, 2009, and 2008, and anticipates being
in compliance with all restrictive covenants for the foreseeable
future.

These banks participate in the revolving credit agreement:

     Bank                                           Committed
     ----                                           ---------
     JPMorgan Chase Bank, N.A.                   $180,000,000
     Citicorp USA, Inc.                           180,000,000
     Wachovia Bank, National Association          180,000,000
     The Bank of Tokyo-Mitsubishi UFJ, Ltd.       150,000,000
     BNP Paribas                                  100,000,000
     William Street LLC                           100,000,000
     Wells Fargo Bank, N.A.                        75,000,000
     The Northern Trust Company                    50,000,000
     PNC Bank, National Association                50,000,000
     Fifth Third Bank                              35,000,000
                                               --------------
          Total                                $1,100,000,000

Wachovia Bank and Wells Fargo Bank, N.A., are wholly owned
subsidiaries of Wells Fargo & Co.

William Street is a subsidiary of The Goldman Sachs Group, Inc.

The Company is continuing to monitor changes in the financial
markets and assess the impact of these events on its ability to
fully draw on its revolving credit facility, but expects that any
drawing on the facility will be fully funded.

In addition, the Company had $60 of foreign working capital credit
lines at June 30, 2009, of which $31 was available for borrowing.

As reported by the Troubled Company Reporter on August 19, 2009,
Clorox unveiled an upside-down balance sheet at June 30, 2009.
Clorox had $4.57 billion in total assets and $4.75 billion in
total liabilities, resulting in $175 million stockholders' deficit
as of June 30, 2009.

Clorox reported fourth-quarter net earnings of $170 million, or
$1.20 diluted earnings per share, versus $158 million, or $1.13
diluted EPS, in the year-ago quarter, an increase of 8%.  Earnings
in the current quarter benefited from price increases, significant
cost savings and lower commodity costs.  The factors were
partially offset by the negative impact of foreign currency
translation; $11 million in pretax restructuring-related charges,
or 5 cents diluted EPS, primarily associated with the previously
announced consolidation of the company's manufacturing networks;
and $21 million from foreign-currency transaction losses, or 10
cents diluted EPS.  Excluding the impact of foreign currency
transaction losses and restructuring-related charges, the company
delivered $1.35 diluted EPS.

Earnings in the year-ago quarter were reduced by $10 million in
pretax charges, or 4 cents diluted EPS, from restructuring-related
charges and $3 million, or 1 cent diluted EPS, associated with the
Burt's Bees acquisition, partially offset by $9 million, or 4
cents diluted EPS, from foreign-currency transaction benefit.
Excluding these factors, the company delivered $1.14 diluted EPS
in the year-ago quarter.

Clorox has modified its segment reporting.  Beginning with fiscal
year 2009, the Company is reporting these four segments: Cleaning,
Lifestyle, Household, and International. Segment disclosures
provided in the Company's Annual Report on Form 10-K for fiscal
year 2009, filed on August 25, 2009, reflect the modified
reporting structure; prior periods were updated to conform to the
fiscal year 2009 presentation.

A full-text copy of the Company's Form 10-K for fiscal year 2009
is available at no charge at http://ResearchArchives.com/t/s?4334

A full-text copy of Management's Discussion and Analysis of
Financial Condition and Results of Operations is available at no
charge at http://ResearchArchives.com/t/s?4335

On August 25, the Company also filed with the Securities and
Exchange Commission as Exhibits 99.1, 99.2, and 99.3 its net sales
and earnings from continuing operations before income taxes
segment results, which reflect the modified reporting structure,
for quarterly and fiscal year periods 2009, 2008, and 2007,
respectively:

     -- Quarterly and Fiscal Year 2009 Net Sales and Earnings from
        Continuing Operations before Income Taxes Segment Results
        (unaudited)

        See http://ResearchArchives.com/t/s?4331

     -- Quarterly and Fiscal Year 2008 Net Sales and Earnings from
        Continuing Operations before Income Taxes Segment Results
        (unaudited)

        See http://ResearchArchives.com/t/s?4332

     -- Quarterly and Fiscal Year 2007 Net Sales and Earnings from
        Continuing Operations before Income Taxes Segment Results
        (unaudited)

        See http://ResearchArchives.com/t/s?4333


COASTLINE MANUFACTURING: Wants 30-Day Extension for Schedules
-------------------------------------------------------------
Coastline Manufacturing LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Central District of California to extend
for an additional 30 days the time to file their schedules of
assets and liabilities, statements, and other documents

Banning, California-based Coastline Manufacturing LLC operates a
Manufacturing-Plastic Resin business.  The Company and its
affiliates filed for Chapter 11 on Aug. 11, 2009 (Bankr. Case C.D.
Calif. No. 09-28324).  Riordan J. Zavala, Esq., represents the
Debtors in their restructuring efforts.  In its petition, the
Debtors listed $10,000,001 to $50,000,000 in assets and $1,000,001
to $10,000,000 in debts.


COMMONWEALTH BIOTECH: Posts $557K Net Loss in Qtr. Ended June 30
----------------------------------------------------------------
Commonwealth Biotechnologies, Inc., posted a net loss of $557,105
for three months ended June 30, 2009, compared with a net loss of
$810,359 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $1.37 million compared with a net loss of $1.92 million.

The Company's balance sheet at June 30, 2009, showed total assets
of $8.15 million, total liabilities of $6.99 million and
stockholders' equity of $1.16 million.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company added that its cash
position will again remain uncertain in 2009.  The Company said
that the lack of adequate cash resulting from the inability to
generate cash flow from operations or to raise capital from
external sources would force it to substantially curtail or cease
operations and would, therefore, have a material adverse effect on
its business.  The Company is actively exploring the availability
of varying financial and strategic transactions, which, if
consummated, would address the Company's need to improve its
financial condition and its operations.

In addition, the Company's business in 2008 had undergone
substantial change in relation to size, scale and scope of
activities.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4338

Based in Richmond, Virginias, Commonwealth Biotechnologies, Inc.
-- http://www.cbi-biotech.com/-- is a contract research
organization that offers a range of services for the discovery and
development of therapeutics, vaccines and diagnostics by working
as a partner with its customers in the global life sciences
industries.  Applying skills from its extensive experience serving
life sciences companies worldwide, CBI offers insight, innovation
and project management capabilities to customers, whether
pharmaceutical giants or emerging biotechnology companies.


COPPER ROCK: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Copper Rock, LLC
        P.O. Box 2129
        Mesa, AZ 85214

Bankruptcy Case No.: 09-20657

Chapter 11 Petition Date: August 26, 2009

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

Judge: Redfield T. Baum Sr.

Debtor's Counsel: William R. Richardson, Esq.
                  Richardson & Richardson, P.C.
                  1745 S. Alma School Rd., #100
                  Mesa, AZ 85210-3010
                  Tel: (480) 464-0600
                  Fax: (480) 464-0602
                  Email: wrichlaw@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 Justin Wood, managing member of the
Company.


COUNTERPOINT DESIGN: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: CounterPoint Design and Development, LLC
        51 E. Main St.
        Walla Walla, WA 99362

Bankruptcy Case No.: 09-04796

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       Eastern District Of Washington (Spokane/Yakima)

Debtor's Counsel: Rene Erm II, Esq.
                  Lutcher, Phillips & Erm
                  6 E. Alder, Suite 317
                  Walla Walla, WA 99362
                  Tel: (509) 529-2200
                  Fax: (509) 529-2202
                  Email: rerm@my180.net

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
10 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/waeb09-04796.pdf

The petition was signed by Ronald F. Williams, member of the
Company.


COYOTES HOCKEY: Reinsdorf Dropped Bid on Failure to Get Arena
-------------------------------------------------------------
Jeff Z. Klein and Ken Belson at The New York Times reports that
Jerry Reinsdorf said that it withdrew its $148 million offer for
Phoenix Coyotes because it couldn't reach an agreement with the
city of Glendale on an arena lease.

Mr. Reinsdorf's group released a statement, complaining of an
"unwilling seller," Phoenix Coyotes owner Jerry Moyes, and "an
organized publicity effort designed to provide negative and
misleading information to interested parties".

Citing Tulane University's Sports Law Program director Gabriel
Feldman, The Times relates that if the National Hockey League
"knew that Reinsdorf's bid was just a cover, just to allow the NHL
to reject Balsillie's bid, then there's a case."

According to The Times, legal experts said that the argument that
NHL acted in an anticompetitive manner may have merit.  Citing the
experts, the report states that any behavior that excludes
potential owners in a way that is detrimental to the health of
Phoenix Coyotes can be viewed as a restraint on trade.

The Times notes that NHL's bid is consistent with its commitment
to prevent a franchise shift from Phoenix.  According to the
report, NHL has pointed out that the Canadian Competition Bureau
found last year that the league's procedures for approval of
transfers of ownership and relocation of franchises didn't violate
antitrust statutes.  The report says that keeping Phoenix Coyotes
in Glendale would also prevent potential lawsuits from the city.

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

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


CREATIVE LOAFING: Sold to Atalaya Under Confirmed Plan
------------------------------------------------------
The Bankruptcy Court has confirmed a Chapter 11 plan for Creative
Loafing Inc., which plan provides for the sale of its business for
$5 million to secured creditor Atalaya Administrative LLC, Bill
Rochelle at Bloomberg News reported.

As reported by the TCR on Aug. 26, 2009, hedge fund Atalaya won an
auction for Creative Loafing's assets with its $5 million cash
offer.  Atalaya doubled a bid by Creative's management to
purchase, ending months of legal wrangling and 37 years of control
by the CEO Ben Eason and his family, The Daily Loaf said.
Creative Loafing's management bid $2.32 million in cash and other
securities.

Michael Bogdan, managing partner of the winning New York-based
hedge fund, said he is committed to keeping the chain's 230
employees and 400,000 readers in six cities.  "We are here for the
long haul and we want to make this work," Mr. Bogdan said minutes
Judge Caryl E. Delano accepted Atalaya's bid, The Daily Loaf said.

Creative Loafing owed $31 million to Atalaya and $10 million to
BIA Digital Partners.  The borrowings were used to reduce debt and
purchase the Chicago Reader and the Washington City Paper in 2007.
BIA also bid at the auction.

Headquartered in Tampa, Florida, Creative Loafing, Inc. --
http://www.creativeloafing.com/-- publishes newspapers and
magazines.  The Company and eight of its affiliates filed for
Chapter 11 protection on September 29, 2008 (Bankr. M.D. Fla. Lead
Case No. 08-14939).  Chad S. Bowen, Esq., and David S. Jennis,
Esq., Jennis & Bowen, P.L., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$10 million and $50 million each.


DALE CABLE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Dale A. Cable
               Suzanne M. Cable
               33 Rocklynn Place
               Pittsburgh, PA 15228

Bankruptcy Case No.: 09-26254

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtors' Counsel: Christopher M. Frye, Esq.
                  Steidl & Steinberg
                  Suite 2830, Gulf Tower
                  707 Grant Street
                  Pittsburgh, PA 15219
                  Tel: (412) 391-8000
                  Fax: (412) 391-0221
                  Email: jsteidl1356@hotmail.com

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

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

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

           http://bankrupt.com/misc/pawb09-26254.pdf

The petition was signed by the Joint Debtors.


DBSD NORTH AMERICA: Noteholders Extend Plan Deadline to Sept. 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved on August 20 a stipulation entered into by DBSD North
America Inc. and its affiliates with ICO Global Communications
(Holdings) Limited, and certain noteholders.

According to ICO, pursuant to the Stipulation, the noteholders
parties to a Chapter 11 plan support agreement have agreed to
extend to extend the Debtors' deadline under the agreement to
obtain confirmation of their plan until September 30, 2009.

ICO says the Court also ordered that:

   (i) the Support Agreement will not terminate prior to the
       deadline to submit ballots on the Reorganization Plan, and

  (ii) all parties to the Support Agreement are obligated to
       timely vote in favor of the Plan.

The description above is qualified in its entirety by reference to
the Stipulation.

A full-text copy of the Stipulation and the Plan Support Agreement
is available for free at http://researcharchives.com/t/s?4346

The Debtors have filed with the Court a proposed reorganization
plan, built upon the terms reached with the Noteholders.  The
Bankruptcy Court will begin hearings to consider confirmation of
the Plan on September 9, 2009.

A full-text copy of the Plan, as twice amended, is available for
free at http://ResearchArchives.com/t/s?3f30

A full-text copy of the disclosure statement explaining the terms
of the Second Amended Plan is available for free at
http://ResearchArchives.com/t/s?3f2e

                      About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
The company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-
13061).  James H.M. Sprayregen, Esq., Christopher J. Marcus, Esq.,
at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq.,
Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago, serve
as the Debtors' counsel.  Jefferies & Company is the proposed
financial advisors to the Debtors.  The Garden City Group Inc. is
the court-appointed claims agent for the Debtors.  When the
Debtors sought for protection from their creditors, they listed
between $500 million and $1 billion each in assets and debts.


DELTEK INC: Moody's Retains Corporate Family Rating at 'B1'
-----------------------------------------------------------
Moody's revised Deltek, Inc.'s speculative grade liquidity rating
to SGL-1 from SGL-2 as a result of the recent extension of the
maturity date on the company's credit facilities to 2013 and
alleviation of near term amortization.  The extension of the
maturity dates addresses the April 2010 maturity of their revolver
and term loan amortization payments that were to begin in June
2010.  The B1 corporate family rating and other ratings remain
unchanged.

Under the amended and restated credit agreement, the maturity of
$22.5 million of the Company's current revolving credit facility
and approximately $129 million of the Company's existing term
loans was extended to April 22, 2013.  The remaining $7.5 million
of the Company's current revolving credit facility will expire on
April 22, 2010, and approximately $50 million of the Company's
existing term loans will mature between June 30, 2010 and
April 22, 2011.

The SGL-1 reflects the company's strong cash generating
capabilities and high levels of cash on hand as well as the
reduced near term amortization requirements and extended revolver
availability.  Deltek had $113 million of cash as of June 30,
2009, and free cash flow of $53 million for the twelve months
ended June 30, 2009.

Moody's most recent rating action on Deltek was July 2, 2009, when
Moody's provided initial ratings to the company.

Headquartered in Herndon, Virginia, Deltek, Inc. (LTM revenues as
of June 30, 2009, of $274 million) is a leading provider of
enterprise software for project oriented businesses.


DESTINATION MATERNITY: S&P Gives Pos. Outlook; Affirms 'B-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
rating outlook on Philadelphia-based Destination Maternity Corp.
to positive from stable.  At the same time, S&P affirmed all
ratings, including the 'B-' corporate credit rating.  The outlook
revision reflects the company's recent payments under its term
loan, expectations for further leverage reductions, and improved
operating performance.

"The ratings on Destination Maternity reflect the high business
risk associated with its participation in the narrowly defined and
intensely competitive maternity segment of the apparel retailing
industry, inconsistent operating performance, and a leveraged
capital structure that results in thin cash flow protection.,"
said Standard & poor's credit analyst David M. Kuntz.

Revenues continue to trend down because of the on-going trend of
negative same-store sales and the loss of the Sears relationship.
Although the company may see some benefit from the re-launch of
its Two Hearts brand in October, S&P expects weak consumer
spending to weigh on the company's top-line over the near term.
Operating margins have demonstrated some signs of recovery due to
the moderation of markdown activity and improved pricing, and the
effects from negative operating leverage have largely been offset
by cost savings from restructuring activities.  Modest margin
recovery may continue over the near term as the company maintains
a tight focus on expense control and there is some degree of lower
promotional activity.  However, these gains are likely to be
partially offset by negative operating leverage.  Margins have
improved to 16.4% for the trailing 12 months ended June 30, 2009,
from 13.7% for the prior period in 2008.

Credit metrics have improved on the combination of moderate debt
repayment and growth in EBITDA.  EBITDA increased 22% year over
year, and the company prepaid $15 million of its term loan during
the first nine months of fiscal 2009.  S&P expects the company may
further enhance its credit protection profile over the near term
through additional debt repayments and modest performance
improvement.  Debt to EBITDA has declined to 5.0x for the 12
months ended June 30, 2009, from 6.5x for the prior year, and S&P
expects leverage may decrease to the upper-4.0x area in the near
term.  Interest coverage has increased to 2.4x from 1.7x period
over period, and S&P expects it to remain in the mid-2.0x area
over the next 12 months.

The maternity apparel retailing segment is widely fragmented and
competition remains high.  The company has seen rising competition
from more maternity-friendly apparel, which makes it easier for
customers to purchase styles at nonmaternity retailers.  The risk
of substitutes, especially trapeze and baby-doll dresses and tops,
remains high.


DOT VN: CEO to Present at Rodman & Renshaw Conference on Sept. 10
-----------------------------------------------------------------
Dot VN, Inc., said its CEO Thomas Johnson has been invited to
present at the Rodman & Renshaw 11th Annual Global Investment
Conference.  The presentation will take place on Thursday,
September 10, 2009, at 11:40 a.m. EDT in the Louis Salon, 4th
Floor.  The conference is being held at the New York Palace Hotel
in New York City.

A live audio webcast of the presentation will be available and
archived for replay at

   http://www.dotvn.com/InvestorRelations-UpcomingEvents.html

"We believe now is an ideal time to share the Dot VN story and our
developments with the investment community," said Mr. Johnson.
"Dot VN is making significant progress in developing our
Application Program Interface to increase our .vn domain name
registration sales worldwide; our domain parking program and
Internet advertising; and commercializing cutting edge layer-1
wireless infrastructure solutions, which support broadband and
telecommunication technologies such as Wi-Fi, WiMAX and 3G, for
Vietnam, the second fastest growing economy in the world."

On August 6, 2009, Dot VN entered into the Second Amendment to
Office Lease Agreement with LJ Balboa, LP, a California limited
partnership, pursuant to which the Company leases its
approximately 3,148 square feet headquarters at 9449 Balboa
Avenue, Suite 114, San Diego, California.  The Office Lease
Amendment extends the lease term 13 months to September 30, 2010.
Rent during the extended term aggregates $80,463 which is a 9.0%
savings over the current lease rate.

In a separate release, Dot VN said its ".VN" landing page has
received more than 33.8 million views after one month of
operations based on data reported for the page's first month in
existence.  The webpage is currently averaging more than 1,100,000
views per day.

The Company's ".VN" domain registry monetization programs are
generating immediate revenue and increasing in popularity as
millions of Internet users seek out Vietnamese websites and
businesses are specifically targeting the growing Vietnamese
market through online advertising.

Domain registry monetization is the process whereby an Internet
user who types in a domain name that does not exist is redirected
to a landing page with sponsored results.  For instance, a domain
name such as "anydomain.vn", which is not currently registered,
will resolve to a Dot VN landing page.  Landing pages display
premium and specific advertising targeting related searches
(similar to parking pages), which results in highly relevant
advertising being displayed in the right language with the right
message for each nonexistent domain name.  These services are
collectively referred to as the "Domain Registry Monetization
Programs."

Vietnam is the second fastest growing economy in the world, with a
population of over 86 million people and a literacy rate over 90
percent.  The number of Internet users in Vietnam has grown
exponentially.  In 2000, there were 430,000 Internet users.  In
2008, there were an estimated 20,834,000 Internet users, an
increase of more than 4,745 percent in just eight years.

                           About Dot VN

Dot VN, Inc. (OTCBB: DTVI) -- http://www.DotVN.com-- provides
Internet and Telecommunication services for Vietnam.  The Company
is currently developing initiatives to offer Internet Data Center
services and Wireless applications.

Dot VN's balance sheet at April 30, 2009, showed total assets of
$2,280,709 and total liabilities of $11,732,186, resulting in a
stockholders' deficit of $9,451,477.

                        Going Concern Doubt

Chang G. Park, CPA, from San Diego, California, expressed on
July 24, 2009, substantial doubt about Dot VN's ability to
continue as a going concern after auditing the company's financial
results for the years ended April 30, 2009 and 2008.  The auditing
firm reported that the company experienced losses from operations.


DUNKLE TIRE: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Dunkle Tire & Automotive Service, LLC
           dba Big O Tires
        801 West Platte Avenue
        Fort Morgan, CO 80701

Bankruptcy Case No.: 09-27616

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Ave., Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: lmk@kutnerlaw.com

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

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

A list of the Company's 13 largest unsecured creditors is
available for free at:

         http://bankrupt.com/misc/cob09-27616.pdf

The petition was signed by Larry K. Dunkle, manager of the
Company.


E*TRADE FIN'L: Closes Exchange Offer for Interest-Bearing Notes
---------------------------------------------------------------
E*TRADE Financial Corporation on August 25, 2009, closed its debt
exchange offer for certain of its outstanding interest-bearing
notes.

In connection with the Exchange Offer, the Company issued an
aggregate of $1,739,616,000 aggregate principal amount of zero
coupon Class A Convertible Debentures due 2019 and $2,255,000
aggregate principal amount of zero coupon Class B Convertible
Debentures due 2019 in exchange for $431,871,000 of the Company's
8% Senior Notes due 2011 and $1,310,000,000 of the Company's 12.5%
Springing Lien Notes due 2017.

In connection with the debt exchange offer, E*TRADE entered into
an Indenture dated as of August 25, 2009, with The Bank of New
York Mellon, as trustee, pursuant to which the Company issued new
zero coupon convertible debentures.

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

              http://ResearchArchives.com/t/s?4336

The issuance of Convertible Debentures was exempt from
registration under Section 3(a)(9) of the Securities Act of 1933,
as amended.  This exemption was available to the Company because
the Exchange Offer was conducted with the Company's existing
security holders exclusively where no commission or other
remuneration was paid or given directly or indirectly for
soliciting the exchange of securities pursuant to the Exchange
Offer.

The Class A Debentures and Class B Debentures will be convertible
into shares of the Company's common stock at initial conversion
prices of $1.0340 and $1.5510 per share, respectively, but are
otherwise identical in all respects.  Based upon their initial
conversion prices, the Class A Debentures will be convertible into
1,682,413,926 shares of the Company's common stock and the Class B
Debentures will be convertible into 1,453,900 shares of the
Company's common stock.

                      About E*TRADE FINANCIAL

The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides
financial services including trading, investing and related
banking products and services to retail investors.  Securities
products and services are offered by E*TRADE Securities LLC
(Member FINRA/SIPC).  Bank products and services are offered by
E*TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                          *     *     *

The Company's current senior debt ratings are Caa3 by Moody's
Investor Service, CC/CCC-(3) by Standard & Poor's and B (high) by
Dominion Bond Rating Service.  The Company's long-term deposit
ratings are Ba3 by Moody's Investor Service, CCC+ (developing) by
Standard & Poor's and BB by DBRS.


E*TRADE FINANCIAL: S&P Raises Counterparty Credit Rating to 'CCC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on E*TRADE Financial Corp., including raising the long-term
counterparty credit rating and senior unsecured debt ratings on
the 8.0% notes due 2011 and the 12.5% springing lien notes due
2017 to 'CCC' from 'CC'.  S&P also raised the senior unsecured
debt rating on the 7.375% notes due 2013 and the 7.875% notes due
2015 to 'CCC' from 'CCC-'.  The ratings on the 8.0% notes due 2011
are subsequently withdrawn because almost all of these notes were
tendered.  At the same time, S&P raised the counterparty credit
and certificate of deposit ratings on E*TRADE Bank to 'B-' from
'CCC+'.  The ratings are removed from CreditWatch Positive where
they were placed Aug. 14, 2009.  The outlook is stable.

"The rating actions follow E*TRADE's completion of a debt exchange
for two issues of long-term notes," said Standard & Poor's credit
analyst Charles D. Rauch.  The debt exchange modestly improves the
holding company's funding structure by lengthening debt maturities
and materially lowering interest-servicing requirements.
Nonetheless, the holding company still carries a relatively large
amount of long-term debt on its balance sheet and the subsidiary
bank remains burdened with serious asset-quality difficulties.

On Aug. 25, 2009, the company exchanged $430 million 8.0% senior
notes due 2011 and approximately $1.3 billion 12.5% springing lien
notes due 2017 for $1.7 billion 10-year zero-coupon convertible
notes.  The face amount of long-term debt, which totaled
$3.3 billion at June 30, 2009, remains essentially unchanged
because the debt exchange was conducted at par.  But annualized
cash interest expense will decline by an estimated $200 million
and the debt maturity structure has lengthened with 99% of the
$435 million 8.0% notes due 2011 having been tendered.  The next
scheduled debt maturity is $414.7 million 7.375% notes due 2013.
This improved funding structure is the primary reason for the
upgrade.

The new ratings consider S&P's opinion that E*TRADE's financial
condition remains weak and operating performance is poor.  The
company has not been profitable during the past two years and S&P
expects earnings and operating cash flows to remain weak through
the second half of 2009.  E*TRADE Bank needs to continue making
high loan-loss provisions to address serious asset-quality
problems in its home-equity and first-lien mortgage loan books.
During second-quarter 2009, net charge-offs surged 115 basis
points (bps) to 6.47% of average receivables, and loans 90+ days
past due spiked 101 bps to 6.36% of gross receivables.  The good
news is that near-term delinquencies (i.e., loans 30-89 days past
due) are abating.  The better news is that fundamental performance
at the retail broker remains healthy.

During the second quarter, E*TRADE raised $584 million of common
equity, but overall capitalization improved only modestly.  This
is because the new common equity raised was mostly offset by the
$376 million net loss for the first six months of 2009.  Tangible
common equity was only $659 million at June 30, 2009.  The bulk of
the proceeds from the second-quarter common stock offerings was
down-streamed as an equity infusion into E*TRADE Bank, leaving the
holding company with little additional cash.

The stable outlook on E*TRADE reflects S&P's expectation that the
profitability will remain under pressure and asset quality weak
through the second half of 2009.  If E*TRADE can work through and
downsize the bank's exposure to first-lien residential mortgage
and home equity loans and continue to grow its retail brokerage
business, S&P could raise the ratings.  Alternatively, if the bank
quickly burns through its new equity because net losses do not
abate, S&P could lower the ratings.


EAGLEPICHER CORPORATION: Moody's Affirms 'B2' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed EaglePicher Corporation's
B2 Corporate Family Rating and Probability of Default Rating.  The
company's senior secured bank credit facility and second lien term
loan were also affirmed at B1 and Caa1, respectively.  The rating
outlook was changed to negative from stable.

EaglePicher's B2 corporate family rating reflects Moody's view
that its credit metrics are generally in line with Moody's
expectations for a B2 rated manufacturing entity.  The affirmation
of the B2 CFR reflects the company's reasonably high leverage and
low free cash flow.  For FY 2009, Moody's believes the company's
debt leverage could approach 5x on an adjusted basis.  However,
Moody's recognizes that almost a full turn of the company's
leverage comes from its underfunded pension which Moody's adds to
debt in its leverage adjustments.  The market's recent rally may
have improved the company's underfunded pension and as a result
would lower its adjusted leverage metrics.  EaglePicher's single
digit free cash flow to debt is considered to be in line with the
B2 rating category.  The company's ongoing ability to generate
positive free cash flow has been bolstered by its divestiture of
underperforming businesses as in the case of its automotive group.
Positive cash flow generation has also been aided by various
expense reduction initiatives including a freeze on wages, lower
capital expenditures, and various other expense reduction
measures.

The ratings outlook has been changed to negative to reflect the
company's high leverage, low free cash flow, and expectations for
ongoing revenue pressure so long as economic conditions remain
weak.  The company's ability to reduce cost aggressively from
current levels seems limited as aggressive action has already been
taken.  A reduction in the company's ability to reduce variable
costs increases the impact from the general economy.

These ratings have been affirmed:

* Corporate Family Rating at B2;

* Probability of Default Rating at B2;

* $70 million senior secured revolver due 12/31/12 at B1 (LGD3,
  32%) from B1 (LGD3, 33%);

* $124 million senior secured 1st lien term loan due 12/31/12 at
  B1 (LGD3, 32%) from B1 (LGD3, 33%);

* $70 million senior secured 2nd lien term loan due 12/31/13 at
  Caa1 (LGD5, 77%) from Caa1 (LGD5, 82%);

The outlook is negative.

The last rating action was on December 14, 2007, when
EaglePicher's B2 Corporate Family Rating was affirmed.

EaglePicher Corporation is a diversified manufacturer of advanced
technology such as power systems and industrial products operating
in essentially four lines of business.  Manufactured goods include
batteries and energetic devices, rubber-coated materials and
gaskets, filter aids, and fillers for paints.  EaglePicher's
products are used in the space & defense end market, food and
beverage industries, automotive, medical, and various other
industries.


EDDIE BAUER: Court Okayed Kugman Founder Appointment as CRO
-----------------------------------------------------------
The Honorable Mary F. Walrath in the U.S. Bankruptcy Court for the
District of Delaware, who is presiding over the Company's
proceedings, has approved Brent Kugman's appointment as chief
restructuring officer and corporate secretary, according to an
August 27 announcement by Kugman Partners, Inc.

Brent Kugman is president of Kugman Partners.

In this role as CRO and Corporate Secretary, Mr. Kugman will
provide a range of services relating to management of Eddie Bauer,
primarily coordination of all activities necessary for the
expeditious and efficient resolution of the Debtors' bankruptcy
cases.

Brent Kugman, founder of Kugman Partners, said, "This is a great
opportunity to continue the meaningful work that has been done by
all constituencies to ensure an equitable and speedy resolution to
these proceedings."

                       About Kugman Partners

For over 25 years, Brent Kugman -- http://www.kugmanpartners.com/
-- has been a leading business turnaround and corporate renewal
advisor, providing service to clients globally in a variety of
industries.  Kugman Partners helps organizations restructure debt,
raise capital, manage change, professionally broker critical
relationships, and assemble the right management team in order to
achieve the goals of all parties.  Through its seasoned business
advisors, Kugman Partners offers its clients a hands-on approach,
and extensive knowledge of operations, finance, and accounting.

                          About Eddie Bauer

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

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

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

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


EDWARD PARK: Has Until September 9 to File Balance of Schedules
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of California
extended until Sept. 9, 2009, Edward C. Park, III's time to file
its balance of schedules and statement of financial affairs.

Union Hall, Virginia-based Edward C. Park, III, filed for Chapter
11 on Aug. 11, 2009 (Bankr. W.D. Va. Case No. 09-72046).  A.
Carter Magee Jr., Esq., and Andrew S. Goldstein, Esq., at Magee
Foster Goldstein & Sayers represents the Debtor in his
restructuring efforts.  In his petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in debts.


EDWARD PARK: Section 341(a) Meeting Scheduled for September 14
--------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
in Edward C. Park, III's Chapter 11 case on Sept. 14, 2009, at
2:00 p.m.  The meeting will be held at the cr mtg, ROA, First
Campbell Square, Rm 120, 210 First Street, S.W., Roanoke,
Virginia.

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.

Union Hall, Virginia-based Edward C. Park, III, filed for Chapter
11 on Aug. 11, 2009 (Bankr. W.D. Va. Case No. 09-72046).  A.
Carter Magee Jr., Esq., and Andrew S. Goldstein, Esq., at Magee
Foster Goldstein & Sayers represents the Debtor in his
restructuring efforts.  In his petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in debts.


EDWARD PARK: Want to Hire Goldstein Lasky as Counsel
----------------------------------------------------
Edward C. Park, III, asks the U.S. Bankruptcy Court for the
Western District of Virginia for permission to employ Magee
Goldstein Lasky & Sayers P.C. as his counsel to render legal
services including bankruptcy and restructuring, corporate,
finance, and litigation, among other things.

The firm's professionals and their compensation rates are:

   Professional                   Designation        Hourly Rate
   ------------                   -----------        -----------
   A. Carter Magee, Jr., Esq.                        $325
   Andrew S. Goldstein, Esq.                         $285
   Richard R. Sayers, Esq.                           $285
   Kenneth J. Lasky, Esq.                            $285
   W. Joel Charboneau, Esq.                          $185
   Garren R. Laymon, Esq.                            $145
   Sheila R. Aranjo               accountant         $85
   Jessie A. Coffman              sr. paralegal      $85
   Tracy A. Orndorff              paralegal          $75
   Ann Cundiff-Ford               paralegal          $75
   Donna Pickett                  paralegal          $75
   Lisa Copenhaver                paralegal          $75
   Amanda Meador                  paralegal          $75

The Debtor assures the Court that the firm is "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Based in Union Hall, Virginia, Edward C. Park, III, filed for
Chapter 11 protection on August 11, 2009 (Bankr. W.D. Va. Case No.
09-72046).  A. Carter Magee Jr., Esq., and Andrew S. Goldstein,
Esq., at Magee Foster Goldstein & Sayers, represent the Debtor.
The Debtor both listed assets and debts between $10 million and
$50 million.


EVERGREEN TRANSPORTATION: Discontinuing Cantonment Van Fleet
------------------------------------------------------------
Kaija Wilkinson at al.com reports that Evergreen Transportation
Co. said that it is discontinuing its van fleet in Cantonment,
Florida.

The decision to cut the van line was based on profitability, "in
that there was none . . . . We had a group that did an analysis of
the profitability of all our fleets, and it was apparent that the
van fleet was not profitable.  This sure wasn't something we
wanted to do," al.com states, citing Evergreen Transportation
spokesperson Kathy Till.  According to the report, Ms. Till said
that demand for the vans has dwindled as clients struggle with
their own budget issues.

The fleet has 125 units, Evergreen Transportation posted on its
Web site.  Ms. Till, al.com states, said that the fleet's office
has 20 employees.  "There are a few people still there, but the
location will be closed," the report quoted Ms. Till as saying.
al.com relates that Edgar Stanton said that he and others were
laid off with little notice last week.

Evergreen Transportation, al.com reports, continues four other
fleets offering, including flatbed and bulk hauling services.

Evergreen, Alabama-based Evergreen Transportation, Inc., operates
a freight and logistics business.  The Company filed for Chapter
11 on Aug. 4, 2009 (Bankr. S.D. Ala. Case No. 09-13525).  Silver,
Voit & Thompson, Attorneys at Law, P.C. represents the Debtor in
its restructuring efforts.  Ross Consulting Services, LLC, and
Carriage Hill Partners, Ltd., have been tapped as financial
advisors.  In its petition, the Debtor listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000.


FINLAY ENTERPRISES: Employs the Togut Segal as Conflicts Counsel
----------------------------------------------------------------
Finlay Enterprises, Inc., et al., ask the U.S. Bankruptcy Court
for the Southern District of New York for authorization to employ
Togut, Segal & Segal, LLP as conflicts counsel, under a general
retainer, nunc pro tunc to the petition date.

Togut Segal has agreed to represent the Debtors with respect to
issues that may arise that would cause the Debtors to be adverse
to any of the existing clients of Weil, Gotshal & Manges LLP
(WG&M), the Debtors' general bankruptcy counsel.

Togut Segal's hourly rates are:

     Partners                      $760-$890
     Associates and Counsel        $295-$680
     Paralegals and law clerks     $135-$265

Albert Togut, a senior member at Togut, Segal & Segal, tells the
Court that the firm is currently counsel to Macy's, Inc., in its
capacity as a member of the official committee of unsecured
creditors in the chapter 11 cases of General Growth Properties,
Inc., in the U.S. Bankruptcy Court for the Southern District of
New York, and that, except as disclosed, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Togut Firm may be reached at:

     Togut, Segal & Segal LLP
     One Penn Plaza
     Suite 3335
     New York, New York 10119

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly owned subsidiary, Finlay Fine Jewelry Corporation, is a
retailer of fine jewelry operating luxury stand-alone specialty
jewelry stores and licensed fine jewelry departments in department
stores throughout the United States and achieved sales of
$754.3 million in fiscal 2008.  The number of locations at the end
of the second quarter ended August 1, 2009, totalled 182,
including 67 Bailey Banks & Biddle, 34 Carlyle and four Congress
specialty jewelry stores and 77 licensed departments with The Bon
Ton.

The Company and seven affiliates filed for Chapter 11 on August 5,
2009 (Bankr. S.D.N.Y. Case No. 09-14873).  Weil, Gotshal & Manges
LLP, serves as bankruptcy counsel.  Alvarez & Marsal North
America, LLC, is engaged as restructuring advisor in the Chapter
11 case, and the firm's David Coles is appointed as chief
restructuring officer.  Epiq Bankruptcy Solutions, LLC, serves as
claims and notice agent.  Judge James Peck presides over the case.

In its bankruptcy petition, Finlay Enterprises disclosed assets of
$331,824,000 against debts of $385,476,000 as of July 4, 2009.  As
of the petition date, Finlay owes $38 million outstanding under a
first lien credit agreement, $24.7 million under second lien
notes, $176.6 million outstanding under third lien notes (in
addition to $17.5 million to secured vendors), and $40.6 million
under remaining unsecured obligations under the senior notes.


FINLAY ENTERPRISES: Panel Hires Consensus as Financial Advisors
---------------------------------------------------------------
The official committee of unsecured creditors of Finlay
Enterprises, Inc., et al., asks the U.S. Bankruptcy Court
for the Southern District of New York for authorization to retain
Consensus Advisory Service LLC as its financial advisors,
effective as of August 13, 2009.

Consensus has agreed, among others, to:

  a.  become familiar with, to the extent Consensus deems
      reasonably appropriate, and analyze the the business,
      operations, properties, financial condition and prospects of
      the Debtors;

  b.  to the extent requested by the Committee and/or Committee
      counsel, conduct investigations or other matters concerning
      the Debtors and/or their affiliates;

  c.  analyze the Debtors' financial liquidity and availability of
      assets to support the use of cash collateral;

  d.  monitor and, to the extent practical, participate in, any
      efforts by the Debtors and their advisors to market all or
      any part of the Debtors for sale, to raise capital, to
      restructure the Debtors' bank indebtedness and other
      liabilities and/or to liquidate any portion of the Debtors'
      assets; and

  e.  monitor and, to the extent practical, participate in, any
      efforts by the Debtors and/or their principals and their
      respective advisors to market all or any affiliates of the
      Debtors for sale, to raise capital for such affiliates, to
      restructure the affiliates' bank indebtedness and other
      liabilities and/or to liquidate all or any portion of such
      affiliates' assets.

Consensus' hourly rates are:

     CEO/President          $535
     Managing Directors     $495
     Directors/VPs          $375
     Associates             $325
     Paraprofessionals      $110

Michael A. O'Hara, the chief executive officer and a managing
member at Consensus, tells the Court that the firm neither
represents nor holds any interest adverse to the Debtors' estates
and is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly owned subsidiary, Finlay Fine Jewelry Corporation, is a
retailer of fine jewelry operating luxury stand-alone specialty
jewelry stores and licensed fine jewelry departments in department
stores throughout the United States and achieved sales of
$754.3 million in fiscal 2008. The number of locations at the end
of the second quarter ended August 1, 2009, totaled 182, including
67 Bailey Banks & Biddle, 34 Carlyle and four Congress specialty
jewelry stores and 77 licensed departments with The Bon Ton.

The Company and seven affiliates filed for Chapter 11 on August 5,
2009 (Bankr. S.D.N.Y. Case No. 09-14873).  Weil, Gotshal & Manges
LLP, serves as bankruptcy counsel.  Alvarez & Marsal North
America, LLC, is engaged as restructuring advisor in the Chapter
11 case, and the firm's David Coles is appointed as chief
restructuring officer.  Epiq Bankruptcy Solutions, LLC, serves as
claims and notice agent.  Judge James Peck presides over the case.

In its bankruptcy petition, Finlay Enterprises disclosed assets of
$331,824,000 against debts of $385,476,000 as of July 4, 2009.  As
of the petition date, Finlay owes $38 million outstanding under a
first lien credit agreement, $24.7 million under second lien
notes, $176.6 million outstanding under third lien notes (in
addition to $17.5 million to secured vendors), and $40.6 million
under remaining unsecured obligations under the senior notes.


FINLAY ENTERPRISES: Panel Retains Moses Singer as Counsel
---------------------------------------------------------
The official committee of unsecured creditors of Finlay
Enterprises, Inc., et al., asks the U.S. Bankruptcy Court
for the Southern District of New York for authorization to retain
Moses & Singer LLP, as its counsel, effective as of August 13,
2009.

Moses & Singer has agreed, among others, to:

  a.  consult with the Debtors' counsel concerning the
      administration of the cases;

  b.  assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors, the operation of the Debtors' businesses, and any
      other matter relevant to these cases; and

  c.  represent the Committee before the Court and advise the
      Committee regarding any pending litigation, hearings,
      motions, orders, statements of operations and schedules
      filed with the Court by the Debtors or third parties.

Moses & Singer's hourly rates are:

      Alan Kolod, Esq.              $790
      Mark N. Parry, Esq.           $655
      Alan E. Gamza, Esq.           $615
      Lawrence L. Ginsburg, Esq.    $580
      Christopher J. Caruso, Esq.   $485
      Declan Butvick, Esq.          $455
      Kent C. Kolbig, Esq.          $455
      Christopher Gresh, Esq.       $375
      JoAnna Nicholson, Esq.        $225
      Don Kick                      $220
      Dane Gibson                   $220

Lawrence L. Ginsburg, Esq., a member at Moses & Singer, tells the
Court that Simon Property Group, Inc, a member of the Committee
and one of the Debtors' landlords, is a client of the firm, and
that the firm also represents the official committees in the
Whitehall Jewelers, Inc. and Ultra Stores, Inc. bankruptcy cases
and a post-confirmation trust in the M. Fabrikant & Sons, Inc.
bankruptcy.

Mr. Ginsburg says that, to the best of his knowledge, after due
inquiry, the firm does not represent any other entity having an
adverse interest in connection with the cases.

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly owned subsidiary, Finlay Fine Jewelry Corporation, is a
retailer of fine jewelry operating luxury stand-alone specialty
jewelry stores and licensed fine jewelry departments in department
stores throughout the United States and achieved sales of
$754.3 million in fiscal 2008. The number of locations at the end
of the second quarter ended August 1, 2009, totaled 182, including
67 Bailey Banks & Biddle, 34 Carlyle and four Congress specialty
jewelry stores and 77 licensed departments with The Bon Ton.

The Company and seven affiliates filed for Chapter 11 on August 5,
2009 (Bankr. S.D.N.Y. Case No. 09-14873).  Weil, Gotshal & Manges
LLP, serves as bankruptcy counsel.  Alvarez & Marsal North
America, LLC, is engaged as restructuring advisor in the Chapter
11 case, and the firm's David Coles is appointed as chief
restructuring officer.  Epiq Bankruptcy Solutions, LLC, serves as
claims and notice agent.  Judge James Peck presides over the case.

In its bankruptcy petition, Finlay Enterprises disclosed assets of
$331,824,000 against debts of $385,476,000 as of July 4, 2009.  As
of the petition date, Finlay owes $38 million outstanding under a
first lien credit agreement, $24.7 million under second lien
notes, $176.6 million outstanding under third lien notes (in
addition to $17.5 million to secured vendors), and $40.6 million
under remaining unsecured obligations under the senior notes.


FINLAY ENTERPRISES: Taps ADA as Asset Disposition Consultant
------------------------------------------------------------
Finlay Enterprises, Inc., et al., ask the U.S. Bankruptcy Court
for the Southern District of New York for authorization to employ
Asset Disposition Advisors LLC (ADA) as asset disposition advisor
and consultant, nunc pro tunc to the commencement date.

ADA has agreed to:

  a.  advise the Debtors regarding the disposition of selected
      business assets, including inventory, furniture, fixtures
      and equipment;

  b.  advise the Debtors with respect to any issues associated
      with any planned store closures;

  c.  identify and contact proposed purchasers of assets,
      including stores selected for closure;

  d.  review and inspect the Debtors' assets as may be requested
      from time to time by the Debtors, including, but not limited
      to inventory, fixed assets and other assets;

  e.  consult, as requested, with the Debtors and the Debtors'
      other retained advisors as to the evaluation, valuation and,
      where appropriate, disposition of certain of the Debtors'
      intellectual property and such other tangible and intangible
      assets as may be requested by the Debtors from time to time;
      and

  f.  attend meetings, as requested, with the Debtors, their
      lenders, any official or unofficial committee of creditors
      that may be appointed and other parties in interest.

ADA's hourly rates are:

     Barry Gold             $695
     Paul Traub             $695
     Steven E. Fox          $650
     Maura I. Russell       $650
     Consultants         $300-$625
     Support Staff        $90-$250

In addition to the proposed fees, the Debtors have agreed to
maintain a $150,000 retainer with ADA.

Barry Gold, a principal at ADA, tells the Court that the firm does
not have 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.

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly owned subsidiary, Finlay Fine Jewelry Corporation, is a
retailer of fine jewelry operating luxury stand-alone specialty
jewelry stores and licensed fine jewelry departments in department
stores throughout the United States and achieved sales of
$754.3 million in fiscal 2008.  The number of locations at the end
of the second quarter ended August 1, 2009, totaled 182, including
67 Bailey Banks & Biddle, 34 Carlyle and four Congress specialty
jewelry stores and 77 licensed departments with The Bon Ton.

The Company and seven affiliates filed for Chapter 11 on August 5,
2009 (Bankr. S.D.N.Y. Case No. 09-14873).  Weil, Gotshal & Manges
LLP, serves as bankruptcy counsel.  Alvarez & Marsal North
America, LLC, is engaged as restructuring advisor in the Chapter
11 case, and the firm's David Coles is appointed as chief
restructuring officer.  Epiq Bankruptcy Solutions, LLC, serves as
claims and notice agent.  Judge James Peck presides over the case.

In its bankruptcy petition, Finlay Enterprises disclosed assets of
$331,824,000 against debts of $385,476,000 as of July 4, 2009.  As
of the petition date, Finlay owes $38 million outstanding under a
first lien credit agreement, $24.7 million under second lien
notes, $176.6 million outstanding under third lien notes (in
addition to $17.5 million to secured vendors), and $40.6 million
under remaining unsecured obligations under the senior notes.


FIRST COMMERCIAL INSURANCE: Circuit Court Orders Liquidation
------------------------------------------------------------
South Florida Business Journal reports that a Leon County Circuit
Court judge has ordered the liquidation of First Commercial
Insurance Co. and its subsidiary, First Commercial Transportation
and Property Insurance Co.

Business Journal relates that First Commercial and its unit had
agreed in July to be placed in receivership in an effort at
rehabilitation, and the Florida Department of Financial Services
has acted as the receiver for the companies since then.

According to Business Journal, more than 2,000 sold automobile
service warranty policies were cancelled as of August 24 when the
financial services agency discovered that First Commercial that
they weren't reflected in the Company's books, records, and
financial statements.  Florida Chief Financial Officer Alex Sink
said in a statement that all other policies will be canceled
effective September 23, including:

     -- 550 commercial auto insurance coverage or "for hire"
        insurance policies written by First Commercial and
        Transportation; and

     -- 100 in-force policies written by First Commercial for
        Georgia policyholders.

Business Journal says that the state of Florida is encouraging
policyholders to contact their insurance agents to get new
coverage.

Mr. Sink said in a statement, "Given that this liquidation order
comes in the middle of hurricane season, it is imperative that
consumers who have property insurance with First Commercial
immediately contact their agents to secure new coverage.  Our
department will continue working diligently to help make the
transition as smooth as possible for Floridians."

Miami-based First Commercial Insurance Co. wrote workers'
compensation, auto, general liability, and commercial multi-peril
insurance policies in Florida and Georgia, and had about 18,000
policies in force.


FLOYD RUNYON: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Floyd L. Runyon
                  aka Lee Runyon
                  aka F Leroy Runyon
                  aka Leroy Runyon
               Sharon A Runyon
                  aka Sherry Runyon
               1000 Hamilton Drive
               Chambersburg, PA 17202

Bankruptcy Case No.: 09-06565

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtors' Counsel: Richard L. Bushman, Esq.
                  PO Box 51
                  16767 Path Valley Road
                  Spring Run, PA 17262-0051
                  Tel: (717) 349-7657
                  Fax: (717) 349-2982
                  Email: beverly@innernet.net

Total Assets: $2,049,427

Total Debts: $2,100,159

A list of the Company's 7 largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/pamb09-06565.pdf

The petition was signed by the Joint Debtors.


FONTAINEBLEAU: Committee Proposes MarcumRachlin as Advisor
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Fontainebleau Las
Vegas Holdings LLC's cases asks the Court for permission to retain
Barry E. Mukamal, CPA, and the firm of MarcumRachlin, LLP, as its
financial advisors, nunc pro tunc to the date services were first
rendered.

The Committee anticipates that Marcum will render these services:

  (a) Assistance in the review of reports or filings as required
      by the Bankruptcy Court or the Office of the United States
      Trustee, including schedules of assets and liabilities,
      statements of financial affairs and monthly operating
      reports;

  (b) Review of the Debtors' financial information, including
      analyses of cash receipts and disbursements, financial
      statement items and proposed transactions for which
      the Court's approval is sought;

  (c) Review and analysis of the reports regarding cash
      collateral and any debtor-in-possession financing
      arrangements and budgets;

  (d) Review of prepetition transfers to third parties and
      analysis of potential causes of action under Chapter 5 of
      the Bankruptcy Code;

  (e) Assistance in evaluating reorganization strategy and
      alternatives available to the creditors;

  (f) Advice and assistance the Committee in negotiations and
      meetings with the Debtors and its lenders;

  (g) Advice and assistance on the tax consequences of any
      proposed plans of reorganization;

  (h) Litigation consulting services and expert witness
      testimony regarding confirmation issues, avoidance actions
      or other matters; and

  (i) Other functions as requested by the Committee.

The Debtors will pay and reimburse Marcum for fees and out-of-
pocket expenses incurred in the Debtors' cases.

Marcum's fees for professional services rendered to the Committee
will be based on these hourly rates, provided that Marcum's
blended average hourly rate will not exceed $275 per hour:

  Professional             Hourly Rate
  ------------             -----------
  Partners                 $300 - $450
  Senior Managers          $225 - $290
  Managers                 $210 - $250
  Supervisors              $180 - $200
  Seniors                  $150 - $175
  Staff                    $135 - $150
  Associates               $115 - $140
  Interns                   $75 - $100

Barry Mukamal, CPA, of MarcumRachlin, LLP, assures the Court that
his firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.  Mr. Mukamal avers that
MarcumRachlin does not hold or represent an interest adverse to
the estates with respect to the matter on which MarcumRachlin
will be employed, in accordance with Section 1103(b).

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Creditors Committee Wants Documents Produced
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Fontainebleau Las
Vegas Holdings LLC's cases, pursuant to Rule 2004 of the Federal
Rules of Bankruptcy Procedure and Rule 2004-1 of the Local
Bankruptcy Rules of the U.S. Bankruptcy for the Southern District
of Florida, ask the Debtors to produce certain documents, at these
date, time and location:

  Date: September 8, 2009
  Time: 5:00 p.m. (E.T.)
  Location: Genovese Joblove & Battista, P.A.
            Bank of America Tower
            100 SE 2nd Street, Suite 4400
            Miami, Florida 33131

A full-text copy of the instructions on the production of the
documents and the list of the documents requested is available
for free at http://bankrupt.com/misc/FB_Committee_R2004Inst.pdf

According to the Notice, the examination is being taken for the
purpose of discovery, for use at trial or for other purposes as
are permitted under the Federal Rules of Bankruptcy Procedure and
other applicable law, and will continue day-to-day until
completed.  If the Debtors receive the notice less than 7 days
prior to the scheduled production date, the date for production
of documents will be rescheduled upon timely request to a
mutually agreeable time.  Any objection must be heard prior to
the date for production of documents.

The Committee is not requesting that a representative of the
Debtors appear for the taking of a deposition.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Lenders Not Compelled to Turnover Funds for Now
--------------------------------------------------------------
Bank of America, N.A., Merrill Lynch Capital Corporation,
JPMorgan Chase Bank, N.A., Barclays Bank PLC, Deutsche Bank Trust
Company Americas, The Royal Bank of Scotland plc, Sumitomo Mitsui
Banking Corporation, Bank of Scotland plc, and HSH Nordbank AG,
New York Branch, sought and obtained an order withdrawing the
reference of the complaint filed by Debtor Fontainebleau Las
Vegas LLC to the United States Bankruptcy Court for the Southern
District of Florida.  The adversary proceeding before the
Bankruptcy Court, Case No. 09-1621-AJC, will no longer be
referred to U.S. Bankruptcy Judge A. Jay Cristol.

The Banks have argued that the Adversary Proceeding is a
quintessentially non-core matter involving a dispute governed by
state law arising out of an alleged breach of contract that arose
prepetition and which was the subject of a virtually identical
state court action that Fontainebleau Las Vegas commenced some
six weeks before it commenced its Chapter 11 case.

The Banks maintained that there is no question that the Adversary
Proceeding is a non-core matter governed by state law that does
not involve any substantive rights under Chapter 11 and which not
only could have, but did, arise outside the context of a
bankruptcy.   Mark D. Bloom, Esq. at Greenberg Traurig, P.A., in
Miami, Florida, says this is further confirmed by the fact that a
separate action against the Banks was commenced and is pending in
Nevada federal court by a group of "term lenders" that are
parties to certain Credit and Disbursement Agreements, which
action involves many of the same state law issues presented in
the Adversary Proceeding.

According to Mr. Bloom, these overlapping issues between the Case
and the Term Lender Action involve questions of state law that
could have been, were, and indeed still are, the subject matter
of a non-bankruptcy lawsuit that is in no way dependent upon the
bankruptcy case and does not arise in or under the Bankruptcy
Code.

The Florida District Court instructed the parties to the
Adversary Proceeding to file a Joint Report on the status of
mediation and related settlement negotiations.

       Term Lenders Seek Leave to File Amicus Curiae

Avenue CLO, Ltd., et al., plaintiffs in an action pending in the
United States District Court for the District of Nevada, Case No.
09-cv-1047-KJD, sought and obtained from the Florida District
Court an order to their Motion for leave: (1) to file certain
brief as amici curae in connection with Debtor Fontainebleau Las
Vegas' Motion for Partial Summary Judgment; and (2) to
participate in a hearing on the Motion.

While the Term Loan Action and the instant case present certain
common issues, the position of the Term Lenders is unique at
least with respect to one significant issue currently before the
Nevada District Court, that is, whether the Revolver Lenders'
obligation to honor a Notice of Borrowing is conditioned on the
absence of a material breach by the Fontainebleau borrowers, says
David A. Rothstein, Esq., at Dimond Kaplan & Rothstein, P.A., in
Miami, Florida.

Participation by the Term Lenders as amicus curiae will not delay
or complicate proceedings in the Adversary Proceeding in any
manner and, indeed, may assist Florida District Court's
consideration of the matters at issue, explains Mr. Rothstein.

Prior to the entry of Florida District Court 's order, the Banks
opposed the Term Lenders' Petition to file an amicus curiae
brief.  Counsel for the Banks, Craig V. Rasile, Esq., at Hunton &
Williams LLP, in Miami, Florida, asserts that the Term Lenders'
only "interest" in the Adversary Proceeding is their desire to
influence the Florida District Court's ruling on Fontainebleau
Las Vegas' contract breach claim so as to aid their claims in the
Nevada action, while reducing the risk that an adverse ruling
here could have a preclusive effect on their claims.

The Banks also sought leave of court to file a brief in response
to the Amicus Curiae Brief of the Term Lenders.  The Banks asked
permission to file the response, which addresses the arguments
and authorities contained in the Amicus Brief, several of which
had not been included in the prior briefing by the parties.

Fontainebleau Las Vegas and the Banks have been advised by the
Florida District Court that at oral argument on Fontainebleau Las
Vegas' Motion for Partial Summary Judgment, they will each be
given 30 minutes to present their arguments and 15 minutes to
present rebuttal arguments.

                   Mediation Status Report

In his Mediation Status Report, Jeffrey H. Beck, disclosed that
upon his designation, he commenced dialogue with Fontainebleau
Las Vegas; the Banks; certain of the Term Lenders; other
creditors; and two potential third-party investors.

Mr. Beck says that although the mediation has involved some
discussion of the nature and particulars of the Adversary
Proceeding and other related legal disputes, including the Term
Lenders' action pending in the District of Nevada, the mediation
process largely has focused on attempting to craft a business
solution for completion of the Fontainebleau Las Vegas project
and for a resulting release of all claims of the parties against
each other in both the Adversary Proceeding and the Term Lenders'
action, although other less complex settlement structures also
have been proposed.

Formal mediation sessions have been convened in New York by the
Mediator on three occasions.  The sessions have involved
participation by the parties to the Adversary Proceeding, the
Term Lenders and the Potential Investors, both of whom have made
presentations to the Banks as to their plans for the Project and
the proposed terms for their investment.  The Official Committee
of Unsecured Creditors also was permitted to attend.

After receiving the Potential Investors' presentations, the
mediation participants engaged in extensive and ongoing
negotiations facilitated by the Mediator.

On the basis of the proposals exchanged and discussions held, the
parties to the Adversary Proceeding and the Mediator collectively
believe that progress toward a resolution has been made and that
the process of mediation should continue.

While a resolution is not imminent, Mr. Beck says it would be
unrealistic to expect that resolution of a complex set of
disputes involving billions of dollars and the formulation of a
business plan for potential completion of the Project could be
achieved in just over a month's time.  Resolution remains
dependent on continued good faith and willingness to compromise
on the part of all the mediation participants, including the
Potential Investors, Mr. Beck said.

          Motion For Partial Summary Judgment Denied

In his 24-page ruling dated August 26, 2009, Florida District
Court Judge Alan Gold denied Fontainebleau Las Vegas' Motion for
partial summary judgment on the basis that the term "fully drawn"
is unambiguous as used in section 2.1 (c)(iii) of the Credit
Agreement and means "fully funded."  Under New York law, a
written agreement that is complete, clear and unambiguous on its
face must be enforced according to the plain meaning of its
terms, he added.

Fontainebleau Las Vegas had asserted that under the undisputed
facts of the Case, the unambiguous meaning of "fully drawn" is
"fully requested."  Judge Gold, however, disagreed and was
persuaded by the Banks' argument that in context of the entire
agreement, the unambiguous meaning of "fully drawn" in section
2.1 (c)(iii) means "fully funded."  Judge Gold ruled that the
terms of the Agreement make clear the risks concerning
potentially large financing gaps, saying those risk cannot now be
used by Fontainebleau Las Vegas to support a conclusion that the
Banks' interpretation is commercially unreasonable.  Accordingly,
because the unambiguous meaning of "fully drawn" is consistent
with the Bank's interpretation, partial summary judgment in favor
of Fontainebleau Las Vegas is denied, he maintained.

Judge Gold further noted that Fontainebleau Las Vegas' reasoning
at best suggests that its interpretation is a reasonable one, but
not the conclusive one, and requires the denial of partial
summary judgment.

Judge Gold affirmed that the Banks have advanced sufficient
genuine issues of material fact to suggest that their
interpretation is also reasonable, thereby precluding partial
summary judgment.

"In light of my denial of the Motion for partial summary judgment
as to the Banks' liability in connection with the March 2 Notice,
there is no basis for entry of an Order directing the turnover of
funds to Debtors' estate," Judge Gold ruled.

The Debtors' dispute with Banks over the stalled $2.9 billion
Nevada casino resort will go to trial, the Judge Gold said,
reports Bloomberg News.

"Material issues of fact exist as to whether defendants were
excused from their obligations under the credit agreement," Judge
Gold held saying a trial is needed to decide whose interpretation
of the contract is right.

Accordingly, the Court held that:

  * the Debtors' Motion for partial summary judgment on
    liability with respect to the March 2 Notice of Borrowing is
    denied;

  * the Debtors' Motion for an order directing turnover of funds
    to the estate is denied as premature until such time final
    judgment is entered on the matter;

  * the Banks' Motion to dismiss the Turnover Claim is dismissed
    without prejudice pending full discovery in the action;

  * the Banks' Motion to deny or continue the Debtors' Motion to
    Permit Discovery is granted; and

  * a discovery conference on the matter will take place before
    the Honorable Chris M. McAliley on September 25, 2009, at
    2:00 p.m.

A full-text copy of the August 26 Order is available for free at:

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

            Plaintiffs Request MDL Panel for Transfer of
             Related Cases to Florida District Court

Pursuant to Section 1407 of the Judiciary and Judicial Procedure
and Rule 7.2(a) of the Rules of Procedure for the Judicial Panel
on Multidistrict Litigation, the Term Lenders ask the Judicial
Panel on Multidistrict Litigation for an order for transfer of
all related actions to the United States District Court for the
Southern District of Florida for coordinated pretrial
proceedings.  The Term Lenders also ask the Judicial Panel that
any subsequently filed "tag-along" actions brought in other
district courts be similarly transferred and consolidated
pursuant to Rule 7.5 of the Rules of Procedure of the Judicial
Panel on Multidistrict Litigation.

The Term Lender assert that the related actions -- Fontainebleau
Las Vegas LLC v. Bank of America, NA., et al., No. 09-cv-21879-
ASG (S.D. Fl.) and Avenue CLO Fund, Ltd., et al. v. Bank of
America, NA., et al., No. 09-cv-01047-KJD-PAL (D. Nev.) --
involve common defendants:

  * Bank of America, N.A.;
  * Merrill Lynch Capital Corporation;
  * JPMorgan Chase Bank, N.A.;
  * Barclays Bank PLC;
  * Deutsche Bank Trust Company Americas;
  * The Royal Bank of Scotland plc;
  * Sumitomo Mitsui Banking Corporation New York;
  * Bank of Scotland plc;
  * HSH Nordbank AG, New York Branch; and
  * MB Financial Bank, N.A.,

and have at their core a common lending agreement, disbursement
agreement and supporting lending documentation concerning
construction and development of the Project.

In separate Court filing, Third-Party Plaintiffs Turnberry
Residential Limited Partner, L.P., and Jeffrey Soffer ask the
Judicial Panel for an order directing transfer of Deutsche Bank
Trust Company Americas v. Jeffrey Soffer and Turnberry
Residential Limited Partner, L.P., No. 09-Civ.-7089 (RJS)
(S.D.N.Y.) to the Florida District Court for consolidated pre-
trial proceedings with Fontainebleau Las Vegas LLC v. Bank of
America, NA., et al., No. 09-cv-21879-ASG (S.D. Fl.).

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Miami Affiliate Sued for $10MM Construction Claim
----------------------------------------------------------------
A subcontractor -- Fred McGilvray Inc., a Miami construction
company -- on the renovation of the Fontainebleau Miami Beach has
filed a $10 million foreclosure lawsuit against the project and
its lender, Bank of America, South Florida Business Journal
reports.

South Florida Business Journal says McGilvray alleges in the suit
that the hotel failed to pay its bills and filed a false
affidavit in 2007 that stated all lien holders had been paid so
developers could renegotiate a purchase money mortgage for a
construction mortgage.  The suit seeks a sale of the hotel to pay
McGilvray's claims, which it alleges are primary to the bank's
mortgage, the report adds.

McGilvray provided plumbing and HVAC work on two hotel towers, a
nightclub, lounge and the podium portion of the project.

South Florida Business Journal relates that McGilvray is still
owed a total of $10.05 million in unpaid contract amounts.  The
suit says that BOfA decided to cease making advances under a loan
by last September.  The suit seeks a jury trial on the dispute.

Douglas Hanks of The Miami Herald says more than 30 construction
companies, designers, installers and others hired for the
$500 million renovation of Fontainebleau Miami Beach -- South
Florida's largest resort have filed court claims totaling nearly
$65 million -- the result, they say, of bills still unpaid nine
months after the 1,504-room oceanfront property reopened amid a
global financial crisis.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Wants to Continue Use of Cash Coll. Until Sept. 17
-----------------------------------------------------------------
Fontainebleau Las Vegas Holdings, LLC, and its affiliates ask the
Court for entry of a proposed fourth interim cash collateral order
pursuant to Sections 361, 363, and 364 of the Bankruptcy Code:

  (a) authorizing the Debtors to use the Cash Collateral through
      the earliest to occur of (i) September 17, 2009, or (ii)
      the occurrence and continuation of a "Termination Event"
      as the term is defined in the Proposed Fourth Interim Cash
      Collateral Order and providing related adequate
      protection;

  (b) providing for the payment other general and administrative
      expenses associated with the Chapter 11 cases that are
      critical to avoiding deterioration of the Project and
      maintaining the Debtors as a going concern; and

  (c) setting the time for a final hearing or further interim
      hearing as the case may be and objection deadline with
      respect to the Cash Collateral Motion.

The Debtors note that as set forth in the Budget, they require
the use of Cash Collateral to, among other things, (a) pay their
remaining employees that are critical to the preservation and
resumption of construction of a "Tier A" casino hotel resort
with gaming, lodging, convention and entertainment amenities --
the Project; and (b) fund expenses of administration including
insurance, utilities, and security in order to maintain the
Project.

               Key Terms of Cash Collateral Use

The key terms of the proposed Fourth Cash Collateral Order are:

(A) Adequate Protection

The Debtors have agreed to incur Adequate Protection Obligations
including, pursuant to Sections 361(2) or 364(d)(1) of the
Bankruptcy Code, the granting by the Debtors to the Prepetition
Lenders of a priming replacement lien on the Collateral senior to
all other liens presently encumbering the Collateral inclusive of
the Mechanic's Liens solely to the extent of Cash Collateral
actually used pursuant to the Proposed Fourth Interim Cash
Collateral Order and the Third Interim Cash Collateral Order.
However, any Adequate Protection Liens resulting from the use of
Cash Collateral pursuant to the First Interim Cash Collateral
Order and Second Interim Collateral Order will have the priority
set forth in each order.  In addition, the Prepetition Lenders
will be afforded Superpriority Claims in respect of the Adequate
Protection Obligations.  No replacement liens granted as adequate
protection will attach to any avoidance actions under Chapter 5
of the Bankruptcy Code.

(B) Term

The Proposed Fourth Interim Cash Collateral Order will authorize
the Debtors' use of Cash Collateral until the earliest to occur
of (a) September 17, 2009, or (b) the occurrence and continuation
of a "Termination Event" as the term is defined in the Proposed
Fourth Interim Cash Collateral Order.

(C) Lookback Period

The Debtors' stipulation as to the validity, enforceability,
priority, and unavoidability of the Prepetition Term Lenders'
liens, security interests and claims is without prejudice to the
rights of any party-in-interest, other than the Debtors, to
investigate and challenge any liens, security interests or claims
of the Prepetition Term Lenders, or to assert any other claims or
causes of action, at law or in equity against the Prepetition
Term Lenders.  Any Third Party Challenge will be forever barred
unless the Third Party Challenge is made by commencement of an
adversary proceeding pursuant to Bankruptcy Rule 7001 and service
of the Complaint and Summons in the Adversary Proceeding or the
filing of a proof of claim no later than October 15, 2009 --
except, in the case of the Committee, November 15, 2009-- or any
subsequent date that may be agreed to in writing by the Term
Lender Steering Group; and further provided that parties-in-
interest that assert a statutory lien with priority over the
Prepetition Liens will, in lieu of filing a complaint, be
entitled to file a proof of claim prior to the expiration of the
Third Party Challenge Period setting forth the amount of the
statutory lien that the claimant asserts is entitled to priority
over the Prepetition Liens.

Mr. Baena tells the Court that the Debtors and certain of their
Prepetition Lenders have reached an agreement to provide the
Debtors with the consensual use of Cash Collateral for an
additional two-week period on terms substantially identical to
those previously approved by the Court and set forth in the Third
Interim Cash Collateral Order.

During the short two-week interim cash collateral period, the
Debtors ask approval from the Court to utilize cash collateral to
provide for the maintenance of the Project as is undoubtedly
necessary in order to facilitate a transaction arising out of the
court-ordered mediation of the Revolver Litigation or a Section
363 sale, whether under a plan or otherwise.

As approved in the Third Interim Cash Collateral Order, Mr. Baena
says that the Proposed Fourth Interim Cash Collateral Order again
provides, among other things, a replacement lien in favor the
Prepetition Lenders to the extent of the diminution in Cash
Collateral that will prime the liens asserted by alleged holders
of Mechanics' Liens under Nevada law.  Mr. Baena says that this
minimal priming lien is a necessary incentive to induce the
Prepetition Lenders to fund the preservation of the Project in
the face of the unwillingness of the Mechanics' Lien claimants to
finance the protection of collateral in which they claim a first
position.  Accordingly, the Debtors ask the Court, pursuant to
Sections 361, 363, and 364 of the Bankruptcy Code, to authorize
the continued use of Cash Collateral an interim basis.

A full-text copy of the Proposed Fourth Interim Cash Collateral
Order can be accessed at no charge at:

    http://bankrupt.com/misc/FB_4thPInterimCashCollOrd.pdf

The Debtors also submitted to the Court a a two-week cash budget
for the period August 31, 2009, to September 13, 2009, a copy of
which is available for free at:

     http://bankrupt.com/misc/FB_Budget_Aug31toSept13.pdf

                     Parties Object

A. QTS Logistics, Inc.

QTS Logistics, Inc., objects to the Cash Collateral Motion, as
supplemented on June 23, 2009, July 23, 2009, and August 20, 2009,
to the extent that the Debtors are seeking to prime QTS'
statutory liens without providing it with adequate protection
pursuant to Section 364(d) of the Bankruptcy Code.  QTS is a
secured creditor with warehouse and shipper liens in the
approximate amount of $1.5 million for the storage and shipment
of the Debtors' property.  As of the Petition Date, QTS'
statutory liens are fully secured -- QTS estimates at least $20
million of property in its warehouse facilities -- and superior
to the liens and security interests of the Term Lender Steering
Group.  QTS argues that the Debtors' attempt to prime its liens
without providing QTS with adequate protection is prohibited by
the plain language of Section 364(d).

B. M&M Lienholders

The M&M Lienholders -- creditors who assert mechanic's and
materialmen's liens on property owned by the Debtors -- contend
that the Court should not enter the Proposed Fourth Interim
Order.

The M&M Lienholders maintain that the Debtors' request violates
the requirements of Section 364(d) of the Bankruptcy Code, which
requires for a priming lien that ". . . there is adequate
protection of the interest of the holder of the lien on property
of the estate on which senior or equal lien is proposed to be
granted."   The M&M Lienholders argue that no adequate protection
has been provided to the mechanics' lien claimants, nor have the
Debtors shown that the M&M Lienholders or other lien claimants
are adequately protected.

The M&M Lienholders further object to the granting of a priming
lien for payment of "Tax Return Preparations" for 2008.  The M&M
Lienholders assert that the Debtors have made no showing that the
preparation of a 2008 tax return during the period of time
encompassed by the Third Interim Cash Collateral Order is
necessary to preservation of the Project.  The M&M Lienholders
also object to the granting of a priming lien for payment of the
operating costs of Turnberry West Construction, Inc.

Though the Debtors have proposed permitting the lien claimants to
file a proof of claim by October 15, 2009, in lieu of commencing
an adversary proceeding against the Prepetition Lenders, the M&M
Lienholders assert the procedure proposed by the Debtors suffers
from the same procedural and substantive due process deficiencies
as the Second Interim Cash Collateral Motion and Liens Bar Date
Motion.

C. Creditors Committee

The Official Committee of Unsecured Creditors maintains that the
Debtors' request continues to blatantly and impermissibly deny
the Committee even the most basic protections in respect of the
estate's use of the Term Lenders' Cash Collateral.

The Committee asserts that given the Debtors' continued refusal
to provide even minimal protections to the Committee in their
request for entry of the Fourth Interim Cash Collateral Order,
combined with the overwhelmingly disparate and discriminatory
treatment given the Committee in the Debtors' previous requests,
the Term Lender Steering Group clearly intends to continue
preventing the Committee from discharging its fiduciary duties
pursuant to Section 1103(c).

D. Desert Fire, et al.

Contractor Claimants Desert Fire Protection, a Nevada Limited
Partnership, Bombard Mechanical, LLC, Bombard Electric, LLC,
Warner Enterprises, Inc. doing business as Sun Valley Electric
Supply Co., Absocold Corporation doing business as Econ
Appliance, Austin General Contracting, Powell Cabinet and
Fixture Co., Safe Electronics, Inc, and Union Erectors, LLC, say
that they do not object to the Debtors' continued use of cash
collateral nor do they object to the total or allocation proposed
in the budget.  The Construction Claimants do, however, object to
the improper accommodations that are extended to the Term
Lenders.

The Contractor Claimants note that the sub-schedule for Turnberry
West Construction's Related Costs includes salary payments for
the two-week period totaling $150,000.  The Contractor Claimants
ask the Debtors to provide them information regarding those
salaries at or before the hearing on the Debtors' request.

The Court will convene a hearing today, at 2:00 p.m., to consider
approval of the Proposed Fourth Interim Cash Collateral Order.

            Parties Address Court's Jurisdiction
                   Over M&M Lienholders

Pursuant to the approval of the Third Interim Cash Collateral
Order, the Court requested supplemental briefing on the
straightforward question of "whether it has jurisdiction over the
M&M Lienholders to impose the deadline and grant the relief under
Paragraph 19(b)" of the Third Interim Cash Collateral Order.

At the July 27, 2009 hearing on the Debtors' motion for approval
of the Third Interim Cash Collateral Order, the M&M Lienholders
asserted that they should not be bound by the October 15, 2009
deadline imposed by the Court to challenge the validity, extent,
priority, or perfection of the prepetition term lender liens.
The deadline was previously approved by the Court when, on
July 7, 2009, it entered the Second Interim Cash Collateral Order.

Counsel for the M&M Lienholders, Michael I. Goldberg, Esq., at
Akerman Senterfitt, in Miami, Florida, relates that although the
M&M Lienholders raised certain issues with respect to the Second
Interim Cash Collateral Order, they did not object to inclusion
of the October 15, 2009 deadline.  In reliance upon the terms of
the Second Interim Cash Collateral Order, as well as those
contained in the First Interim Cash Collateral Order, the Term
Lenders consented to the Debtors' use of cash collateral in
amounts that total about $14 million.

In objecting to the Third Interim Order, Mr. Goldberg avers, the
M&M Lienholders argue, for the first time, that the Court lacked
jurisdiction to fix any deadline for third parties to challenge
the validity, extent, priority and perfection of the Term
Lenders' liens.  They argue that, by virtue of the absence of the
jurisdiction, the priority of their statutory liens should "pass
through bankruptcy unaffected" unless an adversary proceeding is
commenced against them.  At the hearing held on July 27,2009, the
Court requested supplemental briefing on whether the Court has
jurisdiction over the M&M Lienholders to impose the deadline and
grant the relief under Paragraph 19(b).

Accordingly, the M&M Lienholders asked the Court to rule that it
has jurisdiction to bind the M&M Lienholders to the October 15
deadline under the Second Interim Cash Collateral Order and Third
Interim Cash Collateral Order.

The Debtors pointed out that the Court has personal jurisdiction
over the purported lienholders, in rem jurisdiction over the
Project, and subject matter jurisdiction to enter the Third
Interim Cash Collateral Order; impose the Lien Challenge
Deadline; and to resolve the validity, extent, and priority of
the various liens encumbering the Project.

According to the Debtors, the Court possesses jurisdiction over
the M&M Lienholders and may impose upon these creditors the Lien
Challenge Deadline and bar any Claims and Defenses against the
Term Lenders if the M&M Lienholders fail to commence an adversary
proceeding prior to the Lien Challenge Deadline.  They further
note that the Court possesses both subject matter and personal
jurisdiction to mandate the Lien Challenge Deadline on the M&M
Lienholders, and the Debtors have more than satisfied any due
process notice requirements owed to the M&M Lienholders and other
mechanics' lien claimants.

Counsel for the Debtors, Scott L. Baena, Esq., at Bilzin Sumberg
Baena Price & Axelrod LLP, Miami, Florida, relates that
consideration of the Cash Collateral Motion and entry of the
Third Interim Cash Collateral Order by the Court is a civil
proceeding arising under Chapter 11 of the Bankruptcy Code, which
is expressly designated as a core proceeding pursuant to Section
157(b)(2)(M) of the Judiciary and Judicial Procedure.  The Lien
Challenge Deadline is a condition to the Debtors' use of cash
collateral and therefore, is properly within an order issued by
the Court pursuant to its core jurisdiction, Mr. Baena says.
Moreover, he added, the Third Interim Cash Collateral Order
setting the Lien Challenge Deadline is also a core proceeding
pursuant to Section 157(b)(2)(A), (B), (K), or (O) because the
Lien Challenge Deadline (a) concerns the administration of the
estate; (b) involves the allowance or disallowance of claims; (c)
is based upon a finding regarding validity, extent, or priority
of the liens of the Prepetition Lenders; and (d) has a very
substantial impact on the liquidation of the assets of the estate
or the adjustment of the debtor-creditor relationship.

                  About Fontainebleau Las Vegas

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

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

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

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


FORBES ENERGY: Likely Decline in Earnings Cue Moody's Junk Rating
-----------------------------------------------------------------
Moody's Investors Service downgraded Forbes Energy Services LLC's
Corporate Family Rating to Caa2 from B3 and the Probability of
Default Rating to Caa3 from Caa1.  Moody's also downgraded the
company's senior secured notes to Caa2, LGD3 (38%) from B3, LGD3
(34%).  The outlook remains negative.

"The downgrade reflects the worse than expected decline in Forbes
Energy's earnings in the second quarter," stated Pete Speer,
Moody's Vice-President.  "The exceptional severity of the downturn
in demand for workover rigs has reduced the company's earnings to
levels that will require a meaningful rebound in order to support
its interest burden."

Forbes' adjusted EBITDA declined to approximately $3 million in
the 2nd quarter of 2009 from $9 million in the 1st quarter.  This
further drop in EBITDA has significantly increased the likelihood
of a violation of its senior secured revolving credit facility
covenants at September 30, 2009.  The company has negotiated a
nonbinding term sheet for financing to replace the credit facility
with senior secured debt that would not have financial maintenance
covenants.  While Forbes may be able to complete this new
financing or obtain a covenant waiver, the company's EBITDA will
have to meaningfully increase to service its interest burden.
Forbes next senior secured notes interest payment is approximately
$11 million in February 2010.  At 2nd Quarter 2009 run rate
levels, the company's EBITDA to interest coverage is around 0.5x.

Recent increases in oil prices should help demand for workover
rigs and related services; however, Moody's believe that the
excess capacity in the industry makes it unlikely that there will
be a strong rebound in the second half of 2009 and possibly well
into 2010.  The downgrade of the PDR to Caa3 and the negative
outlook highlights the elevated risk of default given the
company's market position, weak interest coverage and tight
liquidity.  Forbes is much smaller, more geographically
concentrated and weaker capitalized than the sector leaders, Key
Energy Services and Nabors Industries.

Forbes' large fleet of workover rigs is relatively new, with
nearly all being built within the last three years.  This provides
significant collateral for the notes, although this depressed
demand environment will adversely effect their current valuations.
Consequently, Moody's used a 65% recovery rate when determining
loss given default ratings for the approximately $200 million of
senior secured notes due 2015 that remain outstanding.

The last rating action was on May 4, 2009, when Moody's downgraded
Forbes' CFR and senior secured notes ratings to B3 from B2, and
the PDR to Caa1 from B2.

Forbes Energy Services LLC is an oilfield services company based
in Alice, Texas, and is a wholly owned subsidiary of Forbes Energy
Services Ltd.


FORMTECH INDUSTRIES: Files Chapter 11 to Sell Biz. to KPS Unit
--------------------------------------------------------------
FormTech Industries LLC, a provider of forged metal components to
the automotive light vehicle, heavy truck and industrial markets
of North America, said August 27 that it has reached an agreement
with its first and second lien debt holders to restructure through
a prearranged filing under Chapter 11 of the United States
Bankruptcy Code.  The filing was made in the United States
Bankruptcy Court for the District of Delaware.

Under the prearranged restructuring, FormTech has entered into a
binding, firm, going concern asset purchase agreement with a newly
formed subsidiary of HHI Holdings, LLC, the largest independent
manufacturer of forged parts for the North American automotive
industry, to sell its assets to HHI under a court-supervised sale
process.  Prior to the Chapter 11 filing, an affiliate of HHI
acquired voting control of FormTech's senior secured debt, and HHI
and FormTech reached an agreement regarding the going concern sale
with the holders of FormTech's first and second lien debt.  HHI is
a portfolio company of KPS Capital Partners, LP, a private equity
firm with over $2.5 billion of committed capital focused on
constructive investing in restructurings, turnarounds, and other
special situations.

An affiliate of HHI has agreed to provide FormTech with a DIP
financing facility to support going concern operations.  Subject
to court approval, the DIP credit facility will ensure that
FormTech has sufficient liquidity to continue normal operations
during the restructuring, including paying employees, supplying
customers without interruption, and paying suppliers for goods and
services provided after the filing.

Chris Jones, President of FormTech, said, "During the past several
months, we have taken extensive steps to address the realities of
the current automotive marketplace.  While we have made
significant progress it became apparent that the best path for
FormTech, our employees, customers and vendors is a court-
supervised restructuring and going concern sale.  This process
will ensure that customers are supplied in a full and timely
manner.

"We believe that FormTech's assets have a great future under HHI,
one of the world's best-capitalized forging companies, backed by a
private equity fund with more than $2 billion of capital.  The
combination with a strategic buyer that is the leading company in
the North American forging industry will lead to significant
synergies.  HHI's CEO knows our Company well, as he ran and helped
build many of our plants in a previous position.  We are grateful
for the support and confidence being given to us by HHI and KPS,
including providing our DIP financing."

The proposed going concern sale transaction, which is expected to
be completed within 45 days, is subject to court approval. A sale
process to seek higher and better offers from other interested
parties will be pursued.

A. Jeffrey Zappone of CM&D Management Services, LLC has been
engaged by FormTech as Chief Restructuring Officer. FormTech's
restructuring counsel is Strobl & Sharp P.C.

Information about FormTech's Chapter 11 case can be found at
http://www.kccllc.net/formtech

                  About Hephaestus Holdings, Inc.

HHI Holdings, LLC -- http://www.hhiforge.com/-- through its
Jernberg Holdings, Inc., Impact Forge Group, Inc. and Kyklos
Bearing International, Inc. subsidiaries, is the largest
independent manufacturer of forged parts and a leading
manufacturer of wheel bearings for the North American automotive
industry. Jernberg Holdings, Inc. and Impact Forge Group, Inc.,
through their respective subsidiaries, manufacturer highly
engineered symmetrical and asymmetrical forged parts for various
power train and wheel-end applications.  KBI is the leading
producer of Gen III wheel bearings in North America.  HHI is owned
by KPS Capital Partners, LP and MC Capital Inc., a subsidiary of
Mitsubishi Corp.  Employing nearly 2,000 employees, HHI operates
eight manufacturing facilities located in the Chicago, Illinois;
Indianapolis, Indiana; Coldwater, Michigan; and Sandusky, Ohio
vicinities.

                   About KPS Capital Partners, LP

KPS Capital Partners, LP -- http://www.kpsfund.com/-- is the
manager of the KPS Special Situations Funds, a family of private
equity funds with over $2.5 billion of committed capital focused
on constructive investing in restructurings, turnarounds and other
special situations. KPS has created new companies to purchase
operating assets out of bankruptcy; established stand-alone
entities to operate divested assets; and recapitalized highly
leveraged public and private companies. The KPS investment
strategy targets companies with strong franchises that are
experiencing operating and financial problems. KPS invests its
capital concurrently with a turnaround plan predicated on cost
reduction, capital investment and capital availability.
Typically, the KPS turnaround plan is accompanied by a financial
restructuring of the company's liabilities.

                     About FormTech Industries

FormTech Industries LLC -- http://www.formtech2.com/-- is among
the largest independent manufacturers of forged automotive parts
in North America and the leader in high volume hot-formed
manufacturing through its operations in Royal Oak, Michigan and
Tonawanda, New York. FormTech was adversely impacted by the
precipitous decline in automotive production in the first half of
2009. Through this time period, FormTech remained a highly
reliable supplier and substantially restructured its operations.
The company has over 400 employees, primarily in Michigan and Ohio
and operates six manufacturing facilities.

FormTech Industries together with FormTech Industries Holdings LLC
filed for Chapter 11 on August 26, 2009 (Bankr. D. Del. Case No.
09-12964).  FormTech LLC's petition says that assets are between
$100 million and $500 million while debts are between $10 million
and $50 million.  Attorneys at Strobl & Sharp, P.C. and Potter
Anderson & Corroon LLP, serve as counsel to the Debtors.  Kurtzman
Carson Consultants LLC serves as claims and noticing agent.


FORMTECH INDUSTRIES: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: FormTech Industries, LLC
        2727 W. Fourteen Mile Rd.
        Royal Oak, MI 48073

Bankruptcy Case No.: 09-12964

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
FormTech Industries Holdings LLC                   09-12965

Type of Business: FormTech Industries LLC is among the largest
                  independent manufacturers of forged automotive
                  parts in North America and the leader in high
                  volume hot-formed manufacturing through its
                  operations in Royal Oak, Michigan and Tonawanda,
                  New York.  FormTech was adversely impacted by
                  the precipitous decline in automotive production
                  in the first half of 2009.  Through this time
                  period, FormTech remained a highly reliable
                  supplier and substantially restructured its
                  operations.  The company has over 400 employees,
                  primarily in Michigan and Ohio and operates six
                  manufacturing facilities.

                  See http://www.formtech2.com/

Chapter 11 Petition Date: August 26, 2009

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: Lynn M. Brimer, Esq.
                  Meredith E. Taunt, Esq.
                  Andrew A. Ayar, Esq.
                  Strobl & Sharp, P.C.
                  300 E. Long Lake Road, Suite 200
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-2300
                  Fax: (248) 645-2690
                  http://www.stroblpc.com

Debtors'
Co-Counsel:       Steven M. Yoder, Esq.
                  Jeremy W. Ryan, Esq.
                  R. Stephen McNeill, Esq.
                  Potter Anderson & Corroon LLP
                  Hercules Plaza, Sixth Floor
                  1313 North Market Street, P.O. Box 951
                  Wilmington, DE 19899-0951
                  Tel: (302) 984-6000
                  Fax: (302) 658-1192
                  http://www.potteranderson.com

Debtors'
Claims Agent:     Kurtzman Carson Consultants LLC
                  2335 Alaska Avenue
                  El Segundo, CA 90245
                  Tel: (866) 381-9100
                  http://www.kccllc.net/

Estimated Assets: $100 million to $500 million

Estimated Debts: $50 million to $100 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Macsteel Jackson               Trade Debt        $7,668,814
One Jackson Squire, Suite 500
Jackson, MI 49201
Fax: 517-782-8736

Marathon Oil                   Trade Debt        $4,416,481
5555 San Felipe Road
Houston, TX 77056-2723
Fax: 713-683-9292

Macsteel Monroe                Trade Debt        $3,141,134
3000 East Front Street
Monroe, MI 48161-1973
Fax: 734-384-6563

Republic Engineered            Trade Debt        $1,902,399
Products
3770 Embassy Parkway
Akron,OH 44333-8367
Fax: 330-670-7077

Spirit Finance-Midland         Trade Debt        $936,352
Loan Services
14631 N. Scottsdale Rd.
Suite 200
Scottsdale, AZ 85254
Fax: 480-606-0826

City of Royal Oak                                $715,654
Finance Department
211 S. Williams Street
Royal Oak, MI 48067
Fax: 248-246-3039

City of Fraser                                   $426,804

Dteenergy                      Trade Debt        $395,096

NL Ventures                    Trade Debt        $322,168

M.K. Chambers                  Trade Debt        $299,704

CKS Tool & Engineering                           $294,452

City of Detroit                                  $264,661
Finance Department
Treasury Division

Heat Treat Services            Trade Debt        $221,835
Plant 1

Ryder Carrier                  Trade Debt        $220,635
Management Services

TNT-EDM                        Trade Debt        $208,674

Dietronik, Inc.                Trade Debt        $198,515

PPC                            Trade Debt        $197,715

PGS, INC.                      Trade Debt        $186,358

Plexus Systems                 Trade Debt        $185,956

Extrusion Punch & Tool         Trade Debt        $179,074

Honda Trading America          Trade Debt        $152,536
Corporation

Heat Treat Plant 3             Trade Debt        $147,667

Accugear                       Trade Debt        $146,864

The Timken Steel Co.           Trade Debt        $144,783

Atwood Industries              Trade Debt        $139,233

American electric power        Trade Debt        $137,396

Busche Enterprise              Trade Debt        $129,389

Heavy Company                  Trade Debt        $124,500

Machine Tool & Gear            Trade Debt        $122,668

Michigan Production Machining  Trade Debt        $110,890

The petition was signed by Charles W. Moore, chief financial
officer.


FOUR SEASONS OF COASTAL: Case Summary & Unsecured Creditors
-----------------------------------------------------------
Debtor: Four Seasons of Coastal Carolina, Inc.
        PO Box 15004
        Wilmington, NC 28408

Bankruptcy Case No.: 09-07230

Chapter 11 Petition Date: August 26, 2009

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

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H. Stubbs Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  Email: efile@stubbsperdue.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
20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nceb09-07230.pdf

The petition was signed by Charles T. Ohnmacht Sr., vice president
of the Company.


FREDDIE MAC: Issues July 2009 Monthly Volume Summary
----------------------------------------------------
Freddie Mac -- formally known as the Federal Home Loan Mortgage
Corporation -- on August 25, 2009, issued its July Monthly Volume
Summary.  A copy of the Monthly Volume Summary is available at no
charge at http://ResearchArchives.com/t/s?4337

                        About Freddie Mac

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

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

                         Conservatorship

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


GASTROENTEROLOGY CENTER: Court May Lift Stay to Let Suits Proceed
-----------------------------------------------------------------
Jeff Pope at Las Vegas Sun reports that Bankruptcy Judge Mike
Nakagawa said that he would consider a request to lift a stay
against the Endoscopy Center of Southern Nevada, Gastroenterology
Center of Nevada, and Desert Shadow Endoscopy Center.

As reported by the Troubled Company Reporter on July 22, 2009, the
Endoscopy Center of Southern Nevada, Gastroenterology Center of
Nevada, and Desert Shadow Endoscopy Center filed for creditor
protection under Chapter 7 of the Bankruptcy Code on July 17,
2009.   The three medical clinics were at the center of a 2008
hepatitis outbreak, and the bankruptcy filing threatens to delay
the first civil trial involving a patient infected with hepatitis
C, which is scheduled to begin October 19.

Will Kemp, who represents many people who claim they acquired
hepatitis C from unsafe medical procedures at the clinics, said
that time is running out for the sickest of the patients to have
their day in court, according to Las Vegas Sun.  Citing Mr. Kemp,
Las Vegas Sun relates that the bankruptcy is preventing patients
from trying to collect on insurance policies, estimated at
$6 million, from Nevada Mutual Insurance, the clinics' provider.

Las Vegas Sun says that the U.S. bankruptcy trustee opposed
lifting the stay, as it may allow a select group of creditors to
collect the limited available insurance money, while leaving other
creditors empty-handed.  According to Las Vegas Sun, Mr. Kemp said
that the three centers and founder, Dr. Dipak Desai, lack the
assets to cover the claims.  About 300 patients were tested
positive for hepatitis C and the more than 4,000 sought to recover
testing costs and compensate for emotional distress while awaiting
the results, says the report.

Las Vegas Sun states that Jason Redd, who represents the trustee,
said that his client needs more time to review the lawsuits.


GLOBAL 8: June 30 Balance Sheet Upside-Down by $1.15 Million
------------------------------------------------------------
Global 8 Environmental Technologies, Inc.'s balance sheet at
June 30, 2009, showed total assets of $1.05 million and total
liabilities of $2.20 million, resulting in a stockholders' deficit
of $1.15 million.

For three months ended June 30, 2009, the Company posted a net
loss of $1.77 million compared with a net loss of $1.36 million
for the same period in 2008.

For nine months ended June 30, 2009, the Company posted a net loss
of $4.19 million compared with a net loss of $4.37 million for the
same period in 2008.

The Company said that its ability to continue as a going concern
is dependent upon raising capital through debt or equity financing
and ultimately by generating revenue and achieving profitable
operations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4339

Headquartered in Orangeville, Ontario, Global 8 Environmental
Technologies, Inc., (OTC:GBLE) -- http://www.g8et.com/-- fka
Organic Recycling Technologies, Inc., is engaged in waste
management and recycling technologies.  The Company has 10 wholly
owned subsidiaries: Global 8 Environmental Technologies, Inc.,
Global 8 Environmental Management Inc., Global 8 BioOrganics,
Inc., Global 8 BioEnergy, Inc., Global 8 AirFlow, Inc., Global 8
WaterFlow, Inc., Organic Recycling Management, Inc., Organic
Recycling Technologies, Inc., New York, EAPI Center, Inc., and
Duro Enzyme Solutions, Inc.  The Company is partnering with
technology developers to utilize and apply waste management and
recycling technologies and bring these technologies to the market
place.

                         Going Concern Doubt

On Jan. 12, 2009, Gruber & Company, LLC, in Lake Saint Louis,
Missouri, expressed substantial doubt about Global 8 Environmental
Technologies Inc.'s ability to continue as a going concern after
auditing the Company's financial statements at Sept. 30, 2008.
The auditor noted that the Company has accumulated deficit of
$24.86 million as of Sept. 30, 2008, and has incurred net loss of
$5.63 million for the year ended Sept. 30, 2008.


GLOBAL CROSSING: GC Impsat Commences Tender Offer for 9.875% Notes
------------------------------------------------------------------
GC Impsat Holdings I Plc, a subsidiary of Global Crossing Limited,
commenced a cash tender offer to purchase any and all of its
outstanding 9.875% senior notes due 2017 of which $225 million in
aggregate principal amount was outstanding as of August 24, 2009.

GC Impsat is also soliciting consents from the registered holders
of the Notes to certain proposed amendments to the indenture
governing the Notes, including the elimination of substantially
all of the restrictive covenants, certain events of default and
certain other provisions.

The tender offer and consent solicitation are described in detail
in an Offer to Purchase and Consent Solicitation Statement.

The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on September 21, 2009, unless extended or earlier
terminated.  The total consideration for each $1,000 principal
amount of Notes tendered and accepted for payment will be $1,050,
which includes the consent payment of $50 per $1,000 principal
amount of Notes.  To receive the total consideration, holders of
Notes must tender and not withdraw their Notes and deliver and not
revoke their corresponding Consents on or prior to the consent
deadline, which is 5:00 p.m., New York City time, on September 10,
2009, unless extended or earlier terminated.  Holders of Notes who
tender their Notes after the consent deadline and on or before the
expiration date will only receive the tender offer consideration
of $1,000 per $1,000 principal amount of Notes, which is the total
consideration minus the consent payment.  Holders of approximately
35% of the outstanding principal amount of Notes have indicated
that they intend to tender their Notes and deliver Consents prior
to the consent deadline.

In addition to the total consideration or the tender offer
consideration, as applicable, holders of Notes tendered and
accepted for payment will receive accrued and unpaid interest on
the Notes from the last interest payment date for the Notes to,
but not including, the settlement date; provided that if the
settlement date is on or after an interest record date under the
Notes indenture and on or before the related interest payment
date, any accrued and unpaid interest shall be paid to the person
in whose name a Note is registered at the close of business on
such record date, and no additional interest shall be payable to
holders who tender Notes pursuant to the tender offer.  GC Impsat
intends to fund the purchase of the Notes and payment of Consents
with proceeds from a debt financing transaction by certain
affiliates.

Except as set forth in the Statement or as required by applicable
law, Notes tendered may be withdrawn and Consents delivered may be
revoked at any time on or prior to the withdrawal date, which is
5:00 p.m., New York City time, on September 10, 2009, by following
the procedures described in the Statement.  Notes tendered on or
prior to the withdrawal date that are not validly withdrawn on or
prior to the withdrawal date may not be withdrawn thereafter.
Notes tendered after the withdrawal date may not be withdrawn.  GC
Impsat currently expects that the settlement for all Notes
tendered will occur promptly after the expiration date of the
tender offer, which is currently September 21, 2009.

The tender offer and consent solicitation are conditioned on the
satisfaction of certain conditions disclosed in the Statement,
including, but not limited to, (i) the consummation by certain
affiliates of GC Impsat of debt financing on terms and conditions
satisfactory to GC Impsat and resulting in the receipt by GC
Impsat of net proceeds of not less than the amount required to
purchase the Notes and make the consent payments in accordance
with the terms described in detail in the Statement, (ii) the
tender on or prior to the consent date of Notes representing a
majority of the principal amount of the Notes then outstanding,
(iii) the execution by the trustee of the supplemental indenture
implementing the proposed amendments to the indenture following
receipt of consents from holders of a majority of the principal
amount of the Notes then outstanding, and (iv) certain other
conditions as described in the Statement.  If the Financing
Condition or any other condition in the Statement is not
satisfied, GC Impsat is not obligated to accept for purchase, or
to pay for, Notes tendered (and corresponding Consents) and may
delay the acceptance for payment of, any tendered Notes, in each
event, subject to applicable laws, and may terminate, extend or
amend the tender offer and may postpone the acceptance for
purchase of, and payment for, Notes so tendered.

GC Impsat has retained Goldman, Sachs & Co., Credit Suisse
Securities (USA) LLC and J.P. Morgan Securities Inc. to serve as
dealer managers for the tender offer and solicitation agents for
the consent solicitation.  GC Impsat has retained Global
Bondholder Services Corporation to serve as the depositary and
information agent for the tender offer and consent solicitation.

Requests for documents, including the Statement, may be directed
to Global Bondholder Services Corporation by telephone at (866)
544-1500 or (212) 430-3774 or in writing at 65 Broadway - Suite
723, New York, NY, 10006.  Questions regarding the tender offer or
consent solicitation may be directed to Goldman, Sachs & Co. at
(800) 828-3182 (toll free) or (212) 357-4692 (collect).

GC Impsat is a Latin American communications company that offers a
full range of IP and managed data and voice products and services
which support a migration path to a fully converged IP
environment.  GC Impsat is an indirect, wholly-owned subsidiary of
Global Crossing Limited (NASDAQ: GLBC), which is a leading global
IP solutions provider with the world's first integrated global IP-
based network.

GC Impsat and its subsidiaries comprise part of Global Crossing's
business, with a principal focus on operations in Central and
South America.

As reported by the Troubled Company Reporter on August 7, 2009,
Global Crossing Ltd. reported $2.32 billion in total assets and
$2.61 billion in total liabilities, resulting in $28.5 million in
stockholders' deficit at June 30, 2009.  Global Crossing's balance
sheet at June 30 also showed strained liquidity, with $749 million
in total current assets, including $268 million in cash and cash
equivalents, against $945 million in total current liabilities.

                       About Global Crossing

Global Crossing (NASDAQ: GLBC) is a global IP solutions provider
with the world's integrated global IP-based network.  The Company
offers a full range of secure data, voice, and video products to
roughly 40% of the Fortune 500, as well as to 700 carriers, mobile
operators and ISPs.  It delivers services to more than 690 cities
in more than 60 countries and six continents around the globe.


GOLF ACQUISITIONS LLC: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Golf Acquisitions, LLC
           dba Pro Golf LLC
        23399 Commerce Drive, Suite B-1
        Farmington Hills, MI 48335

Bankruptcy Case No.: 09-66452

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Erika D. Hart, Esq.
                  700 E. Maple Road, 2nd Floor
                  Birmingham, MI 48009-6359
                  Tel: (248) 644-7800
                  Email: ehart@tauntlaw.com

Total Assets: $3,444,067

Total Debts: $3,813,459

A list of the Company's 20 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/mieb09-66452.pdf

The petition was signed by Frank E. Hutton, president and CEO of
the Company.


GOODY'S LLC: Stage Stores to Reopen 15 Goody's Stores by January
----------------------------------------------------------------
Stage Stores, Inc. President Bob Aronson said that it will reopen
15 additional Goody's Family Clothing stores before the end of its
fiscal year in January 2010, Jacob Wall at The Daily Post Athenian
reports.

Stage Stores acquired the Goody's Family brand in 2008 when the
Company collapsed shortly after coming out of Chapter 11
bankruptcy.  Stage Stores has already reopened three Goody's
Family locations in Dayton, Kimball, and Rogersville, says The
Daily Post.  Mr. Aronson said that business had been good at the
reopened stores, according to The Daily Post.

Citing Mr. Aronson, The Daily Post relates that the Athens unit
could be chosen from 35 remaining Goody's Family locations as
Stage Stores continues to reopen stores over the next couple of
years.  Mr. Aronson, according to the report, said that location
of competing businesses and other Goody's Family units would be
important factors in deciding whether a store would be reopened or
not.

Headquartered in Wilmington, Delaware, Goody's LLC, successor to
Goody's Family Clothing Inc., operates a chain of clothing stores.

Goody's Family Clothing Inc., and 19 of its affiliates filed for
Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case
No. 08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.  The
Company emerged from bankruptcy October 20, 2008, after closing
more than 70 stores.  The reorganized entity was named Goody's
LLC, and headquartered in Wilmington, Delaware.

Goody's subsequently announced plans to liquidate in January
2009 when it was unable to restructure terms with creditors.
Goody's LLC and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor, LLP; Paul G. Jennings, Esq., Gene L. Humphreys, Esq.,
Edward C. Meade, Esq., and Kristen C. Wright, Esq., at Bass Berry
& Sims PLC represent the Debtors as counsel.  Skadden, Arps, Slate
Meagher & Flom, LLP, is the Debtors' special counsel; FTI
Consulting Inc. is the Debtors' financial advisor.  Goody's has
closed its 282 stores and liquidated its inventory and other
assets.  In its schedules, Goody's LLC listed assets of
$542,231,601 and liabilities of $510,471,005.


GREEKTOWN HOLDINGS: Files 2nd Amended Reorganization Plan
---------------------------------------------------------
Greektown Holdings LLC and its debtor affiliates, together with
Merrill Lynch Capital Corporation, as administrative agent for
the DIP Lenders, submitted to the U.S. Bankruptcy Court for the
Eastern District of Michigan a Second Amended Joint Plan of
Reorganization and Disclosure Statement on August 26, 2009.

The Second Amended Disclosure Statement reflects this schedule
for the plan confirmation process:

  * Creditors entitled to vote will have until October 8, 2009,
    to send in their votes for the Plan.

  * Parties-in-interest will have until October 13, 2009, to
    file any objection to the confirmation of the Plan.

  * The proposed confirmation hearing is November 3, 2009.

The recent filing of the Debtors' Second Amended Plan and
Disclosure Statement was in response to Judge Shapero's directive
in relation to the sealed joint objection filed by the Official
Committee of Unsecured Creditors, Deutsche Bank Trust Company
Americas, as Indenture Trustee for the Senior Notes, and MFC
Global Investment Management to the First Amended Plan.  The
Bankruptcy Court specifically directed the Debtors in an
August 20, 2009 order to amend the Disclosure Statement to:

  -- affirmatively specify (i) the time periods for which actual
     operating results are used in preparing financial
     projections; (ii) the persons who prepared said financial
     projections; and (iii) the dates said financial projections
     were prepared;

  -- include an executive summary outlining the figures and
     calculations employed in arriving at the Debtors' $540
     million valuation or any other valuations set forth.  To
     the extent operating income or like figures are used, the
     summary will state the periods they cover and whether, and
     the extent to which, they are actual or projected;

  -- include (i) a detailed listing of intercompany claims and
     individual claims and the claims' treatment under the Plan;
     and (ii) a calculation setting forth the amounts estimated
     as accurately as possible which will be owed to the DIP
     Lenders as of the effective date;

  -- include an affirmative statement that by approving the
     Disclosure Statement the Court has not in any way approved
     or passed upon the validity, effectiveness, or
     enforceability of any "Alternative Proposal" provisions in
     the Amended Plan; and

  -- include a more detailed description of the specific claims
     and causes of action or the kinds and types within the
     release and exculpation clauses of the Amended Plan.

Accordingly, the Debtors delivered to the Court a Second Amended
Disclosure Statement on August 26 with these attached exhibits:

  Exhibit A - Joint Plans of Reorganization
  Exhibit B - Liquidation Analysis
  Exhibit C - Corporate Structure Chart as of the Petition Date
  Exhibit D - Pro Forma Financial Projections
  Exhibit E - Reorganization Valuation Analysis
  Exhibit F - Historical Financial Results
  Exhibit G - Claims Summary and Estimated Recoveries
  Exhibit H - Supplemental Statement of Debtors Regarding
              Position of Certain Creditors With Respect to
              Disclosure Statement for Joint Plans of
              Reorganization
  Exhibit I - Additional Historical Financial Information
  Exhibit J - Executive Summary on Valuation
  Exhibit K - Detailed Description of All Intercompany Claims

The Debtors note that they revised the financial projections
after June 30, 2009, however, the projections are not materially
different from the previous financial projections used in the
valuation analysis and would not materially change the estimated
reorganization value, which is currently at the range of
$500 million to $580 million.  Assuming a December 31, 2009 Plan
Effective Date, the Debtors project a net income of $485 million
by the end of 2009 and a net income of $31 million by the end of
2013.

The Liquidation Analysis under the 2nd Amended Plan assumes a
conversion of the Debtors' Chapter 11 cases to Chapter 7
liquidation proceedings on December 31, 2009, as compared to an
August 31, 2009 conversion date under the Original Plan.

In its August 20 directive, the Court clarified that it
construes the objections relating to the "Additional
Restructuring Transactions" as in the nature of objections to
confirmation and therefore, denies those objections for the
purpose of the Disclosure Statement approval.

A full-text copy of the 2nd Amended Greektown Plan is available
for free at http://bankrupt.com/misc/Grktn2ndAmtPlan.pdf

A full-text copy of the 2nd Amended Disclosure Statement is
available for free at http://bankrupt.com/misc/Grktn2ndDS.pdf

The Court also held that after the "expected changes" are
incorporated into a Second Amended Plan, there will be no further
objections allowed or hearings held with reference to, or
approval of, the Disclosure Statement.

        Sault Ste. Marie Tribe Wants More Time to Decide

The Sault Ste. Marie Tribe of Chippewa Indians and its political
subdivision, the Kewadin Casinos Gaming Authority, asks the Court
to schedule (i) the voting and plan objection deadline for the
Joint Plan 30 days after solicitation packages are served, and
(ii) the confirmation hearing on a date that is 20 to 30 days
after the voting and objection deadlines.

On behalf of the Tribe, David A. Lerner, Esq., at Plunkett
Cooney, in Bloomfield Hills, Michigan, contends that Rule 2002(b)
of the Federal Rules of Bankruptcy Procedure clearly directs that
25 days' notice must be provided to creditors to object to a
Chapter 11 plan.

"Th[e] [Debtors'] cases presents an unusual situation wherein two
separate disclosure statements and Chapter 11 plans of
reorganization have been submitted for consideration," Mr. Lerner
tells the Court.  He argues that the existence of competing plans
and disclosure statements has the potential to cause significant
confusion among the parties-in-interest and requires more, rather
than less, time for creditors to decide on how to vote on the
competing plans.

"The existence of two competing plans and disclosure statements
weighs heavily in favor of providing greater than the full 25
days' notice to creditors to enable them to adequately evaluate
and respond to those plans," Mr. Lerner asserts.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREEKTOWN HOLDINGS: Luna & Plainfield Amends Alternative Plan
-------------------------------------------------------------
Luna Greektown LLC and Plainfield Asset Management LLC and its
affiliates submitted to the Court an amended Alternative Joint
Plan of Reorganization and Disclosure Statement on August 20,
2009.

Under the Amended Alternative Disclosure Statement, the
Alternative Plan Proponents specified that they have had initial
discussion with the Michigan Gaming Control Board concerning the
licensing process.  The MGCB, however, is an independent agency
of the government of the State of Michigan and it has neither
considered nor approved licensing of the Alternative Plan
Sponsors as owners of Greektown Holdings.

The Alternative Plan Proponents reserve their right to seek a
substantial contribution claim or otherwise seek the payment of a
break-up fee in the event a plan based on a competing proposal is
confirmed, as well as reimbursement of all out-of-pocket expenses
incurred in relation to the proposal of the Alternative Plan.  In
this regard, the MGCB reserves all regulatory powers which it may
have with respect to any break-up fee and expense reimbursement.

In addition, the Alternative Plan Proponents note that they are
aware of the City of Detroit's assertion that the Debtors are in
default under a certain development agreement.  The Alternative
Plan Proponents tell the Court that they take no position as to
whether the Debtors are in default under the Development
Agreement.  In this regard, the Alternative Plan Proponents say
they look forward to productive discussions with the City of
Detroit in an effort to cure any potential defaults and implement
the City's and the Reorganized Debtors' objectives under the
Development Agreement.

Redlined copies of the Amended Alternative Plan and Disclosure
Statement are available for free at:

         http://bankrupt.com/misc/GrktnRedAltPlan.pdf
         http://bankrupt.com/misc/GrktnRedAltDS.pdf

Subsequently, on August 26, 2009, the Alternative Plan Proponents
submitted a clean and corrected Alternative Plan and
corresponding Disclosure Statement, copies of which are available
for free at:

          http://bankrupt.com/misc/GrktnCorAltPlan.pdf
          http://bankrupt.com/misc/GrktnCorDS.pdf

                Responses to Original Luna Plan

Judge Shapero previously set August 18, 2009, as the deadline for
parties to file objections to the Original Luna Alternative Plan
and Disclosure Statement, and August 20 as the hearing date to
consider the Alternative Disclosure Statement's approval.

As of presstime, the Court hasn't issued a ruling on the
Disclosure Statement to the Alternative Plan.  Instead, it has
directed the Debtors to file an Amended Plan and Disclosure
Statement by August 26, 2009, in light of objections from certain
parties.  The Court is expected to make a decision on the
Disclosure Statements after August 26.

Before the Alterative Plan Objection Deadline, Sault Ste Marie
Tribe, the Debtors and the Official Committee of Unsecured
Creditors filed responses to the Original Alternative Disclosure
Statement:

A. Sault Ste. Marie Tribe

  The Sault Ste. Marie Tribe of Chippewa Indians and its
  political subdivision, the Kewadin Casinos Gaming Authority
  asked the Court to schedule the voting and objection deadline
  for the Alternative Plan 30 days after solicitation packages
  are served and schedule the confirmation hearing on a date
  that is 20 to 30 days after the voting and objection
  deadlines.

  David A. Lerner, Esq., at Plunkett Cooney, in Bloomfield
  Hills, Michigan, contended on behalf of the Sault Ste. Marie
  Tribe that the Debtors' cases present an unusual situation
  wherein two separate disclosure statements and Chapter 11
  plans of reorganization have been submitted for consideration,
  which has the potential to cause significant confusion among
  the parties-in-interest and thus, more time is needed for
  creditors to decide on the competing plans.

B. Debtors

  On behalf of the Debtors, Daniel J. Weiner, Esq., at Schafer
  and Weiner PLLC, in Bloomfield Hills, Michigan, argued that
  the Alternative Plan and its accompanying Disclosure Statement
  should stand on their own with respect to whether a creditor
  chooses to accept it.

   As previously reported, Luna and Plainfield has sought Court
   authority to include a solicitation letter with any
   solicitation materials to be distributed by the Debtors and
   Merrill Lynch Capital Corporation.  Mr. Weiner contends that
   if the Court grants Luna's and Plainfield's Request, it
   should also afford the Debtors the same relief.

   For these reasons, the Debtors asked the Court to deny Luna's
   and Plainfield's request to include the Alternative
   Solicitation Letter in the Debtors' Solicitation Package.

C. Committee, Deutsche Bank, and MFC

  The Official Committee of Unsecured Creditors, Deutsche Bank
  Trust Company Americas as Indenture Trustee for the Senior
  Notes, and MFC Global Investment Management (U.S.) LLC asked
  the Court to deny Luna's and Plainfield's requests.  On behalf
  of the Objectors, Joel D. Applebaum, Esq., at Clark Hill PLC,
  in Detroit, Michigan, contended that the Alternative Plan and
  Disclosure Statement piggyback on the Debtors' and Secured
  Lenders' defective Plan and Disclosure Statement.

  Mr. Applebaum argued that the Alternative Disclosure Statement
  magnifies the defects in the Debtors' Valuation Analysis and
  cannot be approved.  He pointed out that:

    -- the Alternative Plan Proponents assume the "bottom of the
       range of values set forth in the [Debtors'] Valuation
       Analysis" of $485 million to be the Debtors' "actual
       value" without describing a single independent fact or
       basis upon which the Alternative Plan Proponents'
       valuation is based; and

    -- even though the Alternative Plan would create a different
       capital structure for the Reorganized Debtors than the
       Debtors' Plan, the Alternative Plan Proponents have made
       no attempt to rerun the Debtors' Financial Projections or
       Valuation Analysis to account for that structure.

  In addition, Mr. Applebaum told the Court that the Alternative
  Disclosure Statement is essentially a reprint of the
  Alternative Plan, which contain little information necessary
  for creditors to make informed decisions.  Specifically, he
  pointed out that the Alternative Disclosure Statement:

    -- does not disclose the identity of potential exit lenders
       or provide any information concerning the terms of exit
       financing, like interest rates, maturity dates, or
       transaction fees;

    -- lacks any financial information valuing new common stock,
       or any disclosure that would enable unsecured creditors
       to assess the Alternative Plan Proponents' proposal that
       they be awarded 29.41 % of the New Common Stock for cash
       and debt forgiveness consideration of up to
       $26.72 million when the Debtors' own unsustainably low
       valuation of the reorganized enterprise is $540 million;

    -- is utterly silent as to the Alternative Plan Proponents'
       basis for their belief that they will be able to obtain
       the requisite regulatory approvals to own and operate the
       Greektown Casino, other than to state that the
       Alternative Plan Proponents have previously been licensed
       in Michigan and other gaming jurisdictions; and

    -- does not discuss the impact of the pending litigation
       with the City of Detroit, specifically the City of
       Detroit's appeal of the order authorizing the assumption
       of a development agreement or the recently filed
       adversary proceeding for breach of the Development
       Agreement, on the Alternative Plan Proponents' ability to
       satisfy the "Conditions Precedent to the Effective Date
       of the Luna Plan."

  The Alternative Disclosure Statement omits other pertinent
  information that impacts the value of the distributions under
  the Luna Plan, Mr. Applebaum said.  Although the Alternative
  Disclosure Statement identifies the identity and background of
  certain directors, managers, and officers of the Alternative
  Plan Sponsors, there is no disclosure of the economic terms of
  any agreement to compensate the individuals.  In addition, he
  said that there is no disclosure of whether the Alternative
  Plan Proponents will seek to have their professional fees paid
  from the estate, and if so, what amounts are anticipated.

               Committee Submits Amended Letter

The Creditors Committee submitted an amended Committee Letter to
be included in the Alternative Solicitation Package, where it
urges creditors to vote to reject the Alternative Plan.  A full-
text copy of the Amended Committee Letter is available for free
at:

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

            Luna/Plainfield Submit Amended Exhibits

The Alternative Plan Proponents also submitted to the Court two
amended exhibits to their request for approval of solicitation
procedures for the Alternative Plan and Disclosure Statement.
They are an amended proposed order and a letter by Salvatore
Barbatano urging creditors to vote on the Alternative Plan and
Disclosure Statement.  Copies of the Exhibits are available for
free at http://bankrupt.com/misc/GrktnAltEX.pdf


                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREEKTOWN HOLDINGS: Proposes to Prosecute Bonds Avoidance Claims
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Greektown
Holdings LLC's cases and Deutsche Bank Trust Company Americas ask
the Court for authority to initiate and prosecute litigation in
pursuit of bonds avoidance claims on behalf of the Debtors'
estates.

Prior to the Petition Date, Greektown Holdings LLC and Greektown
Holdings II LLC issued 10%% Senior Notes due 2013, in the
principal amount of $185 million.

According to Joel D. Applebaum, Esq., at Clark Hill PLC, in
Detroit, Michigan, the Amended Disclosure Statement identifies
uses of cash proceeds of the Senior Notes and reflects
potentially fraudulent transfers from Greektown Holdings to
various insiders or former insiders, including the Pappases, Ted
Gatzaros, and the Kewadin Casinos Gaming Authority in excess of
$165 million.

Mr. Applebaum contends that the transfers of proceeds from the
issuance of the Bonds support colorable and extremely valuable
Avoidance Claims, and that pursuit is likely to yield substantial
recoveries.

The potential defendants in Bonds Avoidance Claims are insiders
or former insiders of the Debtors who received, in the aggregate,
in excess of $165 million from a Debtor without having given any
discernable equivalent value in return, Mr. Applebaum notes.  He
adds that the Bond Avoidance Claims would generate proceeds far
greater than any costs incurred in pursuing them.

Since the Bonds Avoidance Claims are unencumbered assets of one
or more Debtors, they present an opportunity, if pursued, to
enhance substantially the distribution to unsecured creditors in
the Cases, Mr. Applebaum maintains.  However, he cautions that
Plan provisions and conflicts of interests of the Debtors and the
Reorganized Debtors may preclude enhancements to the
distribution.

A section of the Debtors' Plan provides a definition of "Released
Parties," which covers some or all of the recipients of the
Transfers and extinguishes the value of the Bonds Avoidance
Claims, Mr. Applebaum points out.  He adds that other provisions
of the Plan give the Debtors and Reorganized Debtors ownership
over such Bonds Avoidance Claims, even though the value of the
unencumbered assets should inure directly to the benefit of
unsecured creditors.

Because the Transfers involve current or former insiders of the
Debtors, including current equity holders, Mr. Applebaum submits
that the Debtors are facially conflicted from pursuing otherwise
valuable Avoidance Claims, including the Bonds Avoidance Claims.

Although the Amended Disclosure Statement evidences an awareness
of the transfers, the Debtors claim that they are unaware of and
have not investigated the Bond Avoidance Claims, and are prepared
to release those claims, Mr. Applebaum tells the Court.  He
emphasizes that in the absence of standing for the Committee and
Deutsche Bank to pursue litigation, it is highly likely that the
Bonds Avoidance Actions will not be pursued and will be released
as part of the broad release and exculpation provisions in the
Plan.

For these reasons, the Committee and Deutsche Bank ask the Court
to grant their request.

In a separate filing, the Committee and Deutsche Bank sought and
obtained a Court order shortening the notice and response period
of their request.  The Court will convene a hearing on Sept. 3,
2009, with responses to be submitted no later than Sept. 2.

                         Debtors Object

On behalf of the Debtors, Daniel J. Weiner, Esq., at Schafer and
Weiner PLLC, in Bloomfield Hills, Michigan, contends that the
Committee simply objects to the Joint Plan's treatment of the
Bonds Avoidance Claims, and attempts to make an end run around
the Joint Plan by preemptively obtaining authority to commence
the Bonds Avoidance Actions prior to confirmation.

Any order granting the Committee's request would not have any
impact on the Joint Plan, Mr. Weiner asserts.  He notes that if
the Committee was given standing to pursue the Bonds Avoidance
Claims and indeed did so, those Bonds Avoidance Claims would
nonetheless be transferred to and taken over by reorganized
Debtors pursuant to the Joint Plan.  Therefore, any hearing or
other action with respect to the Committee's request prior to the
Joint Plan's confirmation hearing would be a waste of the
Debtors' and the Court's resources, Mr. Weiner argues.

For these reasons, the Debtors ask the Court to deny the
Committee's and Deutsche Bank's Request.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


HARTMARX CORP: Emerisque to Close 2 M. Wile Facilities
------------------------------------------------------
The M. Wile & Co. distribution center at 2020 Elmwood Avenue in
Buffalo will close in October, while the attached outlet store
will close later, at a date yet to be determined, George Pyle at
The Buffalo News reports, citing Carreen Winters, a representative
of Emerisque Brands.

Emerisque, together with SKNL North America, bought the assets of
M. Wile's parent, Hartmarx Corp., out of bankruptcy.  Under the
terms of the bankruptcy proceeding, workers of M. Wile and other
Hartmarx properties were technically out of work as of the date of
the sale, but some 30 employees continue at the Buffalo location
as temporary employees, Buffalo News relates, citing Ms. Winters.

According to the report, Ms. Winters said that the responsibility
for any pension obligations, unused vacation time, and similar
matters remains with the previous owners of Hartmarx.

Based in Chicago, Illinois, Hartmarx Corporation --
http://www.hartmarx.com/-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The Company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.

Hartmarx and certain affiliates filed for bankruptcy protection on
January 23, 2009 (Bankr. N.D. Ill. Lead Case No. 09-02046).
George N. Panagakis, Esq., Felicia Gerber Perlman, Esq., and Eric
J. Howe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed $483,108,000 in total
assets and $261,220,000 in total debts as of August 31, 2008.


HEAD FAMILY PARTNERSHIP: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Head Family Partnership Ltd.
           dba National Truck Stop
        15481 FM 968 W
        Longview, TX 75602

Bankruptcy Case No.: 09-60835

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Tyler)

Debtor's Counsel: Eric A. Liepins, Esq.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.com

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

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 Mohammad Khan.


HUMBERTO RUIZ: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Humberto Diaz Ruiz
           aka Humberto Ruiz
           aka Humberto D Ruiz
           dba Humberto D. Ruiz & Guadalupe Ruiz Living Trust
           aka Humberto D. Ruiz & Guadalupe Ruiz Living Trust
        701 Scott Street
        San Francisco, CA 94117

Bankruptcy Case No.: 09-32507

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Debtor's Counsel: Guy A. Odom Jr., Esq.
                  Law Offices of Guy A. Odom Jr.
                  800 W El Camino Real #180
                  Mountain View, CA 94040
                  Tel: (650) 965-4400
                  Email: odomlawoffices@aol.com

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

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

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

The petition was signed by Mr. Ruiz.


INGRAM TRUCKING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ingram Trucking, Inc.
        1601 Beaver Dam Road
        Morgantown, KY 42261

Bankruptcy Case No.: 09-11501

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       Western District of Kentucky (Bowling Green)

Debtor's Counsel: Russ Wilkey, Esq.
                  111 W. Second Street
                  Owensboro, KY 42303
                  Tel: (270) 685-6000
                  Fax: (270) 683 2229
                  Email: dcwilkey@wilkeylaw.com

Total Assets: $437,717

Total Debts: $1,831,637

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/kywb09-11501.pdf

The petition was signed by Vernita Ingram, president of the
Company.


INTEST CORP: Posts $4.7MM Net Loss in Six Months Ended June 30
--------------------------------------------------------------
inTEST Corporation posted a net loss of $1.95 million for three
months ended June 30, 2009, compared with a net loss of
$1.35 million for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $4.70 million compared with a net loss of $2.68 million for the
same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $14.69 million, total liabilities of $5.93 million and
stockholders' equity of about $8.76 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?433a

inTEST Corporation (NASDAQ:INTT) is an independent designer,
manufacturer and marketer of manipulator and docking hardware,
temperature management and tester interface products that are used
by semiconductor manufacturers in conjunction with automatic test
equipment in the testing of integrated circuits.  The Company
manages its business as three product segments: Manipulator and
Docking Hardware Products, Temperature Management Products and
Tester Interface Products.  In October 2008, it acquired Sigma
Systems Corp.

                        Going Concern Doubt

McGladrey & Pullen, LLP, in Blue Bell, Pennsylvania raised
substantial doubt about inTEST Corporation's ability to continue
as a going concern after auditing financial results for the year
ended Dec. 31, 2008.  The auditors pointed to the Company's
significant losses in three of the last five years including
losses in 2007 and 2008.


IRVINE SENSORS: Swings to $469,000 Net Income for 9 Mos. to June
----------------------------------------------------------------
Irvine Sensors Corporation swung to a $469,000 net income for the
39 weeks ended June 28, 2009, from a net loss of $9,789,700 for
the 39 weeks ended June 29, 2008.  Irvine Sensors reported a net
loss of $2,544,900 for the 13 weeks ended June 28, 2009, from a
net loss of $2,609,300 for the 13 weeks ended June 29, 2008.

The Company had total revenues of $2,774,500 for the 13 weeks
ended June 28, 2009, from total revenues of $4,679,900 for the 13
weeks ended June 29, 2008.  It had total revenues of $8,359,200
for the 39 weeks ended June 28, 2009, from total revenues of
$13,672,500 for the same period ended June 29, 2008.

As of June 28, 2009, Irvine Sensors had total assets of $6,627,800
and total liabilities of $11,999,000, resulting to stockholders'
deficit of $5,371,200.

The Company generated significant net losses in the prior three
fiscal years.  In the first three quarters of fiscal 2009, the
Company generated net income of approximately $469,000, but this
was largely due to the approximately $8.6 million gain realized by
the Patent Sale and License.

Management believes that the Company's losses in recent years have
primarily resulted from a combination of insufficient contract
research and development revenue to support the Company's skilled
and diverse technical staff believed to be necessary to support
exploitation of the Company's technologies, amplified by the
effects of discretionary investments to productize a variety of
those technologies.  The Company has not yet been successful in
most of these product activities, nor has it been able to raise
sufficient capital to fund the future development of many of these
technologies.  Accordingly, the Company has sharply curtailed the
breadth of its product investments, and instead has focused on the
potential growth of its chip stacking business, various
miniaturized camera products and a system application
incorporating such camera products.

In addition, the initial acquisition of Optex in December 2005 and
the ultimate discontinuation of Optex's operations in October 2008
pursuant to the Optex Asset Sale contributed to increases in the
Company's consolidated net losses, rather than expected loss
reductions, largely due to inadequate gross margins on Optex's
products and related consequential impacts.

As of June 28, 2009, the Company also had negative working capital
and stockholders' deficit of approximately $4.8 million and $5.4
million, respectively.  Approximately $3.0 million of the current
obligations recorded on the Company's consolidated balance sheet
at June 28, 2009 relate to principal and accrued interest on
promissory notes of the Company and Optex, its subsidiary that has
discontinued operations, which are related to on-going litigation.
The outcome of litigation is inherently uncertain and the amount
of such obligations, if any, that the Company may ultimately be
required to satisfy could vary substantially depending on such
outcome.  If the Company receives an unfavorable outcome in the
ongoing litigation, there could be a material and adverse effect
on the financial condition of the Company.

Management is focused on managing costs in line with estimated
total revenues for the balance of fiscal 2009 and beyond,
including contingencies for cost reductions if projected revenues
are not fully realized.  However, there can be no assurance that
anticipated revenues will be realized or that the Company will
successfully implement its plans.  Accordingly, it is likely that
the Company will need to raise additional funds in the near future
to meet its continuing obligations.

At June 28, 2009, the Company also did not meet either of the
other Nasdaq minimum listing criteria related to market
capitalization or historical results.  The Company received a
delisting notice from the Nasdaq staff on April 30, 2009.  The
Company made an appeal before a Nasdaq Hearing Panel, as permitted
by Nasdaq regulations, on June 11, 2009 and, on June 30, 2009, the
Nasdaq Hearing Panel granted the Company's request for continued
listing, subject to the Company publicly disclosing on or before
October 27, 2009 an income statement (which may be unaudited) that
evidences that the Company has generated net income from
continuing operations of greater than $500,000 for fiscal 2009, or
demonstrating compliance with one of Nasdaq's alternative listing
maintenance criteria.  There can be no assurance that the Company
will be able to regain compliance with Nasdaq's continued listing
requirements.

Furthermore, the Company's common stock has traded below the $1.00
per share minimum Nasdaq continued listing criterion for
substantial periods of time recently.  Although Nasdaq suspended
application of this rule and the public float market value rule
for all Nasdaq traded securities until July 31, 2009, these
requirements have been reinstated, and there can be no assurance
that the Company will be able to comply with the minimum $1.00 per
share trading rule or the public float market value rule, or be
able to maintain its listing on the Nasdaq Capital Market.

Delisting from the Nasdaq Capital Market for any present or future
noncompliance with Nasdaq's listing requirements could
significantly limit the Company's ability to raise capital and
adversely impact the price of the Company's common stock.  If the
Company requires additional financing to meet its working capital
needs, there can be no assurance that suitable financing will be
available on acceptable terms, on a timely basis, or at all.

A full-text copy of the Company's quarterly report if available at
no charge at http://ResearchArchives.com/t/s?4353

                      About Irvine Sensors

Irvine Sensors Corporation -- http://www.irvine-sensors.com/--
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and research and development related to high
density electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the Company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the Company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."


ISLAND BOATS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Island Boats, Inc.
        101 OSage St.
        Lafayette, LA 70512

Bankruptcy Case No.: 09-51183

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette/Opelousas)

Debtor's Counsel: William C. Vidrine, Esq.
                  711 W. Pinhook Road
                  Lafayette, LA 70503
                  Tel: (337) 233-5195
                  Fax: (337) 233-3897
                  Email: williamv@vidrinelaw.com

Total Assets: $1,537,200

Total Debts: $3,634,797

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/lawb09-51183.pdf

The petition was signed by Miles Bennet Thomas, president of the
Company.


ISOLAGEN INC: Court Approves Reorganization Plan
------------------------------------------------
According to Dawn McCarty at Bloomberg News, Isolagen Inc. has won
approval from the Bankruptcy Court of its plan of reorganization.

Prior to filing for bankruptcy, Isolagen negotiated terms of a
Chapter 11 plan with:

   (a) a large majority of the holders of the Company's 3.5%
       convertible subordinated notes, which were issued in
       November 2004,

   (b) the holders of roughly $500,000 of secured notes issued in
       April 2009, and

   (c) Viriathas Services LLC Series as agent for the group of DIP
       lenders.

The plan submitted by Isolagen to the Bankruptcy Court provides
that the DIP lenders and prepetition secured lenders owed
$3.25 million will receive in full satisfaction of their claims,
common stock of up to 61% of the reorganized company, subject to
reduction to 49.9% of the reorganized company upon dilution
resulting from exit financing in an amount not to exceed $2.0
million to be raised upon exit from bankruptcy.

Each holder of 3.5% convertible subordinated notes, issued in
November 2004, of which $79.2 million is outstanding will receive
a pro-rata share of 33% of the new common stock, and a pro-rata
share of an unsecured $6 million note due June 1, 2012, with
interest payable at either 12.5% or 15%, at the reorganized
company's option.  The unsecured note will have interest payable
in cash at a rate of 12.5% per annum or payable in kind by
capitalizing such unpaid interest amount and adding it to
principal at a rate of 15% per annum, redeemable at the option of
the Company at 125% of face value and mandatorily redeemable if
the Company raises $10.0 million in capital or is acquired by a
third party.

The Debtors' general unsecured trade creditors -- owed about
$750,000 -- will receive in full satisfaction of their claims,
common stock of 1% of the reorganized company, subject to
reduction to 0.82% of the reorganized company upon dilution
resulting from an Exit Financing.

The management team of the reorganized company will receive common
stock of 5% of the reorganized company, subject to reduction.
Existing stockholders would receive nothing.

                          About Isolagen

Based in Exton, Pennsylvania, Isolagen(TM), Inc., is an aesthetic
and therapeutic company committed to developing and
commercializing scientific advances and innovative technologies.
The Company's technology platform includes the Isolagen
Process(TM), a cell processing system for skin and tissue
rejuvenation which is currently in development.  Isolagen also
commercializes a scientifically-advanced line of skincare systems
through its majority-owned subsidiary, Agera(R) Laboratories, Inc.

Isolagen, Inc., and its wholly owned subsidiary, Isolagen
Technologies, Inc., filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code on June 15,
2009 (Bankr. D. Del. Case Nos. 09-12072 and 09-12073).  Mary E.
Augustine, Esq., at Ciardi Ciardi & Astin, P.C., in Wilmington,
Delaware, represents the Debtors.  The Debtors disclosed
$1,000,001 to $10,000,000 in estimated assets and debts.


JAGGER'S BAY: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jagger's Bay LLC
        2089 Highway 41
        Ringgold, GA 30736

Bankruptcy Case No.: 09-15419

Chapter 11 Petition Date: August 26, 2009

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

Judge: R. Thomas Stinnett

Debtor's Counsel: Brent James, Esq.
                  Harriss Hartmann Law Firm PC
                  P.O. Drawer 220
                  Rossville, GA 30741
                  Tel: (706) 861-0203
                  Fax: (706) 861-6838
                  Email: bkcourts@harrisshartman.com

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

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

A list of the Company's 9 largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/tneb09-15419.pdf

The petition was signed by David E. Jones, managing member of the
Company.


JSW RENTALS LLC: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: JSW Rentals LLC
           dba J & S Rentals
        910 South Jackson Street
        Frankfort, IN 46041

Bankruptcy Case No.: 09-12538

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Alfred E. McClure, Esq.
                  McClure & O'Farrell
                  210 Meijer Drive, Suite C
                  Lafayette, IN 47905
                  Tel: (765) -446-8228
                  Email: almcclureecf@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
7 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/insb09-12538.pdf

The petition was signed by Stephen Waggoner, manager of the
Company.


KEARNEY CONSTRUCTION: Files for Chapter 11 Bankruptcy
-----------------------------------------------------
Kearney Construction Co. LLC and its affiliates, including AVT
Equipment LLC and Kearney Construction Company Inc., have filed
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
for the Middle District of Florida, listing $10 million to
$50 million in assets and $10 million to $50 million in
liabilities.

Janet Leiser at Tampa Bay Business Journal relates that Kearney
Construction's unsecured creditors include:

     -- Ferguson Waterworks, which is owed $1.9 million;
     -- Middlesex Asphalt, owed about $1.35 million; and
     -- Ajax Paving, owed about $812,081.

Kearney Construction reported $105 million in revenues in 2007.
According to Business Journal, Kearney Construction was working on
Cypress Creek Town Center in Wesley Chapel until the U.S. Army
Corps suspended the Company's wetlands permit in 2008 for
polluting Cypress Creek with stormwater runoff.

According to Business Journal, Kearney Construction's lawyer,
Stephen Leslie, Esq., at Stichter Reidel Blain & Prosser, filed an
emergency motion asking the Court to consolidate the cases.  The
Company's two other affiliates, Florida Equipment Co. and Florida
Trucking Co., filed for Chapter 11 bankruptcy protection in June
2009.

Kearney Construction Co. LLC is among the oldest and largest site
developers in the Tampa Bay area.  It was founded in 1956.  It has
done site development on many largest commercial projects in the
region, including International Plaza at Bay Street and Citrus
Park Mall.


KEARNEY CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Kearney Construction Co., LLC
        5115 Joanne Kearney Blvd.
        Tampa, FL 33619

Case No.: 09-18848

Chapter 11 Petition Date: August 26, 2009

Debtor-affiliates filing separate Chapter 11 petitions August 26,
2009:

        Entity                                     Case No.
        ------                                     --------
Kearney Construction Company, Inc.                 09-18851
AVT Equipment, LLC                                 09-18861

Debtor-affiliates filing separate Chapter 11 petitions June 4,
2009:

        Entity                                     Case No.
        ------                                     --------
Florida Equipment Co., LLC                         09-11792
Florida Trucking Company, Inc.                     09-11791

Type of Business: The Debtor operates a construction business.

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Caryl E. Delano

Debtor's Counsel: Stephen R. Leslie, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Email: sleslie.ecf@srbp.com

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

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

The petition was signed by Brian W. Seeger, the company's managing
member.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Ferguson Waterworks                                   $1,941,173
8008 E. Sligh Ave.
Tampa, FL 33610

Middlesex Asphalt LLC                                 $1,357,337
10801 Cosmonaut Blvd.
Orlando, FL 32824

Ajax Paving Inc.                                      $812,082
510 Gene Green Rd.
Nokomis, FL 34275-3624

American Lighting &                                   $779,343
Signalization Inc.
11639 Davis Creed Rd. East
Jacksonville, FL 32256

Oldcastle Precast Inc.                                $457,814
PO Box 402721
Atlanta, GA 30384-2721

Tampa Pavement Construction                           $445,655
918 E. Busch Blvd.
Tampa, FL 33612

Mainline Supply - Tampa                               $403,150
Wachovia Bank
PO Box 934450
Atlanta, GA 31193-4450

Traffic Control Products                              $345,663
Of Florida, Inc.
5514 Carmack Road
Tampa, FL 33610-9416

Rinker Materials                                      $342,869
PO Box 905875
Charlotte, NC 28290-5875

Preferred Materials Inc.                              $326,240
PO Box 679
Elfers, FL 34680

Apac, Inc. Central Fla.                               $261,881
PO Box 198641
Atlanta, GA 30384-8641

B&B Horizontal of Manatee                             $258,536
PO Box 594
Parish, FL 34219

Travis Resmondo Sod, Inc.                             $237,694

Associated Construction                               $224,212
Products, Inc.

Florida Crushed Stone                                 $176,909
Co. Cemex

Lane Construction Corp                                $176,379

Precision Paving of Tampa                             $174,964
dba Azzarelli Paving

Blevins Road Boring                                   $164,627

T-Con, Inc.                                           $164,586

JMAR Enterprises                                      $162,315


LARRY HUNTS: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Larry D. Hunts
                  aka Larry David Hunts
               Jane S. Hunts
                  aka Jane Stradley Hunts
               1111 Netherlands Rd
               Trail, OR 97541-9603

Bankruptcy Case No.: 09-64589

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       District of Oregon

Debtors' Counsel: C Casey White, Esq.
                  10 Crater Lake Ave
                  Medford, OR 97504
                  Tel: (541) 779-4912
                  Email: ckcwhite@msn.com

Total Assets: $4,206,792

Total Debts: $2,287,608

A full-text copy of the Debtors' petition, including a list of
their 7 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/orb09-64589.pdf

The petition was signed by the Joint Debtors.


LAS VEGAS APARTMENTS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Las Vegas Apartments, LLC
        445 South Bevery Drive, Suite 300
        Beverly Hills, CA 90212

Bankruptcy Case No.: 09-32896

Chapter 11 Petition Date: August 26, 2009

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

Judge: Ernest M. Robles

Debtor's Counsel: David B. Golubchik, Esq.
                  Levene Neale Bender Rankin & Brill LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Email: dbg@lnbrb.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
20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-32896.pdf

The petition was signed by Moussa Kashani.


LAVIGNE INC: Sold to DS Graphics for $1.55 Million at Auction
-------------------------------------------------------------
Lisa Cross at Graphic Arts Online reports that DS Graphics has
purchased LaVigne Inc. for $1.55 million in a bankruptcy auction.

LVI CEO Christopher Wells, Graphic Arts states, will remain as
part of the DSG executive team.  According to the report,
Mr. Wells will also lead the integration of the client
relationships along with the Company's sales and services team.

Worcester, Massachusetts-based LaVigne, Inc., dba LVI Print
Optimization, fka LaVigne Press, Inc., is a printing services
firm.

LaVigne filed for Chapter 11 bankruptcy protection on July 9, 2009
(Bankr. D. Mass. Case No. 09-42771).  John J. Monaghan, Esq., at
Holland & Knight 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.


LEVI STRAUSS: Jaime Cohen Szulc Named as SVP & Marketing Head
-------------------------------------------------------------
Jaime Cohen Szulc on August 19, 2009, accepted an offer of
employment as Senior Vice President and Chief Marketing Officer -
Levi's(R) of Levi Strauss & Co., to be effective roughly
August 31, 2009.

He will report directly to LS&Co. Chief Executive Officer John
Anderson.

Mr. Szulc, 46, was employed by the Eastman Kodak Company in a
variety of roles starting in 1998, including Managing Director,
Global Customer Operations and Chief Operating Officer for the
Consumer Digital Group (2007 to March 2009); Chairman, Eastman
Kodak S.A., General Manager of the Consumer Digital, Film and
Photofinishing Groups, and Corporate Vice President, EAME Region
(2005 to 2007); and General Manager, Consumer and Professional
Imaging and Digital and Film Imaging Systems divisions, and
Corporate Vice President, Americas Region (2003 to 2005).
Mr. Szulc holds a degree in civil engineering from Escola
Politecnica de Universidade de Sao Paulo, Brazil.

The employment arrangement with Mr. Szulc provides for an annual
base salary of $575,000.  Mr. Szulc is also eligible to
participate in the Company's Annual Incentive Program at a target
participation rate of 65% of his base salary which would result in
a 2009 target value of $373,750.  He will also receive a one-time
signing bonus of $150,000 which is subject to prorated repayment
if his employment with the Company does not exceed twelve months
under certain conditions.

Mr. Szulc will also participate in the Company's 2009 Equity
Incentive Plan and receive 43,000 Stock Appreciation Rights in
February 2010, which reflects one-half of a standard grant that
has been prorated for 2009, and one and one-half of a standard
grant for 2010.  His SAR grant, which is subject to approval by
the Board of Directors, will be under standard SAR terms and
conditions.  SAR units are granted with an exercise price equal to
the fair market value of the covered shares on the date of grant
as determined by the Board. 25% of each SAR grant vests 12 months
from the date of grant with the remaining 75% balance vesting on
the first day of each month at a rate of 75%/36 months (2.08% per
month), subject to continued service.  Upon exercise of the SAR,
the Company will deliver to the recipient shares with a value
equal to the product of the excess of the per share fair market
value of the Company's common stock on the exercise date over the
exercise price, multiplied by the number of shares of common stock
with respect to which the SAR is exercised.  The Company will not
receive any proceeds either from the issuance of the SAR or upon
its exercise.

SAR units are granted under Section 4(2) of the Securities Act of
1993, as amended.  Section 4(2) generally provides an exemption
from registration for transactions by an issuer not involving any
public offering.

Mr. Szulc will also receive healthcare, life insurance and long-
term savings program benefits, as well as benefits under the
Company's various executive perquisite programs, with an annual
value of roughly $19,374, including a cash allowance of $15,000
per year.

In addition, Mr. Szulc will be eligible for relocation benefits
which includes six months of temporary living assistance, a one-
time payment of $50,000 towards the purchase of a home and an
additional $30,000 payment to cover home loan interest payments.
He will also be reimbursed for the cost of up to 27 round trip
airline tickets (equivalent to one trip per week for six months)
between Miami Beach, Florida and San Francisco, California for his
family and himself while they are still residing in Miami Beach.
In addition, Mr. Szulc will be provided three Company-paid home
leave trips (one trip per year for three years) to Brazil for his
family and himself.

Mr. Szulc's employment is at-will and may be terminated by the
Company or by Mr. Szulc at any time.

There is no understanding or arrangement between Mr. Szulc and any
other person or persons with respect to his employment as the
Chief Marketing Officer - Levi's(R) and there are no family
relationships between Mr. Szulc and any director or other
executive officer or person nominated or chosen by the Company to
become a director or executive officer.  There have been no
transactions, nor are there any currently proposed transactions,
to which the Company was or is to be a participant in which Mr.
Szulc or any member of his immediate family had, or will have, a
direct or indirect material interest.

"Jaime is a strong, strategic business leader with a deep
understanding of how to translate consumer insights into marketing
programs that drive growth across geographies and channels," said
Mr. Anderson.  "He is passionate about reaching out to consumers
in relevant and meaningful ways. He also brings a strong global
perspective to consumer engagement."

"I am very excited and honored to be part of the next chapter of
the Levi's(R) brand leadership," said Mr. Szulc.  "The Levi's(R)
brand is iconic -- a true representation of jeans and of the
diversity of aspirations of people around the world.  I see
tremendous opportunities to continue to strengthen our consumer
experience with the brand."

A full-text copy of Mr. Szulc's employment letter is available at
no charge at http://ResearchArchives.com/t/s?4340

                     About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

At May 31, 2009, the Company had total assets of $2,697,163,000
and $3,041,689,000 in total liabilities, resulting in $345,115,000
in stockholders' deficit.

As reported by the Troubled Company Reporter on April 29, 2009,
Moody's Investors Service affirmed Levi Strauss' Corporate Family
and Probability of Default ratings at B1 and also continued its
positive outlook on the company's ratings.  Levi Strauss continues
to carry Fitch Ratings' 'BB-' Issuer Default Rating.


LUXE LOFTS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Luxe Lofts, LLC
        8925 W. Flamingo Rd.
        Las Vegas, NV 89147

Bankruptcy Case No.: 09-25704

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Bart K. Larsen, Esq.
                  6725 Via Austi Pkwy. #200
                  Las Vegas, NV 89119
                  Tel: (702) 386-8637
                  Fax: (702) 385-3025
                  Email: blarsen@lawrosen.com

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

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

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

The petition was signed by Frank Hamadani.


MACK-CALI REALTY: S&P Affirms Rating on Preferred Stock at 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB' corporate
credit and senior unsecured debt ratings on Mack-Cali Realty Corp.
and its operating partnership, Mack-Cali Realty L.P.  S&P also
affirmed its 'BB+' rating on the company's preferred stock.  The
affirmations affect roughly $1.6 billion of Mack-Cali's senior
unsecured notes.  The outlook is stable.

"Our ratings on Mack-Cali acknowledge the company's sound
financial profile, which is characterized by currently strong debt
service coverage, limited development exposure, and manageable
near-term funding obligations," said credit analyst Elizabeth
Campbell.  "However, the company faces fundamental challenges from
continued contraction in the financial services sector,
particularly given Mack-Cali's tenant exposure and its
concentration of assets in New Jersey, where submarkets are
already competitive, partly due to the substantial amount of
vacant space."

The stable outlook reflects S&P's expectation that Mack-Cali's
largely stabilized portfolio and manageable near-term lease
expirations should limit the company's exposure to the substantial
office sector weakness S&P expects to continue into 2010.  S&P
would consider revising the outlook to negative if the company's
operating results weaken meaningfully as a result of higher
vacancies or tenant bankruptcies such that the company's debt
service coverage falls below 2.4x and total coverage drops below
1.0x.  The current economic downturn precludes positive momentum
to the outlook or rating in the near term.


MAGNA ENTERTAINMENT: Par Avenue Bids $8.1MM for Undeveloped Land
----------------------------------------------------------------
Randall Chase at The Associated Press reports that Par Avenue
Properties LLC offered $8.1 million for Magna Entertainment
Corp.'s 490 acres of undeveloped land in Ocala, Florida, during an
auction on Wednesday.

According to The AP, Par Avenue presented the highest bid for the
tract.  The AP notes that the price is less than half what Magna
Entertainment was offered in a deal that collapsed in 2008, but
more than $2 million higher than the $5.75 million offer that the
Company accepted earlier this month from Ocala Meadows Lands LLC,
an entity controlled by the Company's chairperson, Frank Stronach.
The report states that Par Avenue first offered $5.5 million for
the property.

Magna Entertainment had hoped to build a race track or a horse
training facility on that land, The AP says, citing the Company's
lawyer, Brian Rosen.

Judge Mary Walrath, The AP relates, said that she would enter an
order approving the Par Avenue's bid.  The sale would close by
September 15, according to the report.

The AP reports that Judge Walrath signed off on expense
reimbursements of up to $50,000 for Ocala Meadows, which Mr. Rosen
credited with engaging in a lively auction process that resulted
in Par Avenue's higher offer.

Sale proceeds would be set aside in an interest-bearing account
whose use by Magna Entertainment would be subject to court
approval, The AP states, citing Mr. Rosen.

The AP relates that concerns about undue influence being wielded
by MI Developments Inc., which has played a dual role as a
potential bidder for Magna Entertainment's assets and one of its
primary lenders, prompted hedge fund Greenlight Capital Offshore
Partners' request the appointment of an examiner or Chapter 11
trustee to investigate ties between the two companies.  Greenlight
Capital is an unsecured creditor and large shareholder of Magna
Entertainment.

According to The AP, a previously postponed hearing on Greenlight
Capital's request was scheduled for Wednesday, but was continued
until September.

Greenlight Capital's request for an examiner is moot because Judge
Walrath ruled last week that the committee of unsecured creditors
could prosecute claims against Mr. Stronach, MID, and other
individuals on behalf of the bankruptcy estate, The AP says,
citing Mr. Rosen.

The committee said in court documents that instead of selling
certain assets to keep Magna Entertainment afloat and out of
bankruptcy court, the Company's current and former directors
allowed MI Developments and Mr. Stronach to prop up the Company
with equity infusions disguised as secured loans, ensuring that
Mr. Stronach retained control of the assets.  Citing the
committee, The AP states that Magna Entertainment fraudulently
transferred more than $125 million in loan payments to a
subsidiary of MI Developments in the two years leading up to Magna
Entertainment's bankruptcy filing.

MI Developments has agreed that it won't bid for Remington Park,
except to prevent a "fire sale" resulting from a low-ball offer,
The AP reports, citing lawyers.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAGNACHIP SEMICON: Creditors Allowed to Vote on Competing Plans
---------------------------------------------------------------
Judge Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the disclosure statement explaining the proposed
Chapter 11 plan proposed by the official committee of unsecured
creditors in MagnaChip Semiconductor LLC's Chapter 11 cases,
Michael Bathon at Bloomberg News reported.  With the approval,
creditors of MagnaChip will now be able to choose between
competing plans submitted by the Creditors Committee and the
MagnaChip.

                         The Committee Plan

The Official Committee of Unsecured Creditors, under the its plan,
seeks to reorganize the Debtors' operations and provide for the
satisfaction of claims against the Debtors through (a) the
issuance of a new term loan in full and complete satisfaction of
the first lien lender claims aggregating US$95 million, (b) the
distribution of 5% of the new stock and rights to participate in a
US$25 million offering for new common stock to holders of second
lien notes aggregating US$500 million, (d) distribution, as a
"gift" from second lien noteholders, cash equivalent to 10% of
their allowed claims to holders of unsecured claims expected to
aggregate US$3.23 million, (e) distribution, as a "gift" from
second lien noteholders, of 1% of the new stock plus warrants to
purchase 5% of the New stock with a strike price equivalent to a
US$600 million total enterprise value to holders of US$250 million
subordinated notes claims.

Under the Committee's Plan, first lien lenders will recover
100% of their allowed claims, and the unsecured creditors will
recover 10%.  The estimated percentage recoveries for second lien
noteholders and subordinated noteholders were not provided.

Copies of the Committee's Plan and the explanatory Disclosure
Statement are available for free at:

   http://bankrupt.com/misc/MagnaChip_Panel_DiscStatement.pdf
   http://bankrupt.com/misc/MagnaChip_Panel_Plan.pdf

Judge Walsh previously entered an order allowing the Creditors
Committee to file a rival plan.

                          MagnaChip Plan

MagnaChip's Chapter 11 plan is co-sponsored by UBS AG, Stamford
Branch, as agent to the first lien lenders.  The Debtors' Plan
provides for the satisfaction of Claims against the Debtors and
the enforcement of first lien lender secured Claims through the
authorization by the Debtors of the sale of substantially all of
the assets of mostly non-debtor subsidiaries located in Korea and
other foreign countries.  Under MagnaChip's plan, creditors will
receive these recoveries:

                                                        Estimated
    Creditor Class      Treatment of Claims              Recovery
    --------------      -------------------              --------
    First Lien          Payment from most                  70.6%
    Lenders Owed        of the proceeds
    US$95 Million         of the sale

    Second
    Lien
    Noteholders         Payment from the US$1 million         0.2%
    owed about          allocated to unsec. Creditors
    US$500 million        and noteholders

    Unsec. Creditors    Payment from the US$1 million         0.1%
    Owed US$3.2 million   allocated to unsec. creditors
                        and noteholders.

The 0.1% recovery by unsecured creditors is contingent on their
support of the plan.  Unsecured creditors would get nothing if
they vote to reject the plan.

                   About MagnaChip Semiconductor

Headquartered in South Korea, MagnaChip Semiconductor LLC --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications.  The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise.  Citigroup
Venture Capital Equity Partners LP was part of the investor group
that acquired MagnaChip in 2004 from Hynix Semiconductor Inc.

MagnaChip Semiconductor S.A. and five other entities filed for
Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the
District of Delaware.  The Chapter 11 cases are jointly
administered under Case No. 09-12008, MagnaChip Semiconductor
Finance Company.  Judge Peter J. Walsh handles the case.  Curtis
A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq.,
and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  Howard A. Cohen, Esq., at
Drinker Biddle & Reath serves as counsel for the official
committee of unsecured creditors.  Omni Management Group LLC is
the Debtors' claims agent.   In their formal schedules, MagnaChip
Semiconductor S.A. disclosed US$951,917,782 in assets against
US$845,903,186 in debts while MagnaChip Semiconductor B.V.
disclosed assets of US$762,465,739 against debts of
US$1,800,612,084.


MARIAN ZARAGOZA: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Marian Rose Zaragoza
        81 Marbella
        San Clemente, CA 92673

Bankruptcy Case No.: 09-18947

Chapter 11 Petition Date: August 25, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Julie R. Gaviria, Esq.
                  806 E Broadway Ave
                  San Gabriel, CA 91776
                  Tel: (626) 286-8000

Total Assets: $137,500

Total Debts: $2,257,979

A full-text copy of Ms. Zaragoza's petition, including a list of
her 2 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/cacb09-18947.pdf

The petition was signed by Ms. Zaragoza.


MARK NORMAN: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Mark E. Norman
        702 Dorsey Lane
        Louisville, KY 40223

Bankruptcy Case No.: 09-34327

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: Neil Charles Bordy, Esq.
                  Seiller Waterman LLC
                  2200 Meidinger Tower
                  462 S 4th Street
                  Louisville, KY 40202
                  Tel: ( ) 584-7400
                  Email: bordy@derbycitylaw.com

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

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

A full-text copy of Mr. Norman's petition, including a list of his
5 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/kywb09-34327.pdf

The petition was signed by Mr. Norman.


MASHANTUCKET WESTERN: MGM Mirage May Extend $200MM Under Alliance
-----------------------------------------------------------------
MGM Mirage said in a regulatory filing with the Securities and
Exchange Commission that it entered into a series of agreements to
implement a strategic alliance with the Mashantucket Pequot Tribal
Nation, which owns and operates Foxwoods Casino Resort in
Mashantucket, Connecticut.  The Company and MPTN have formed a
jointly owned company -- Unity Gaming, LLC -- to acquire or
develop future gaming and non-gaming enterprises.  According to
MGM Mirage, under certain circumstances, it will provide a loan of
up to $200 million to finance a portion of MPTN's investment in
future joint projects.

On August 7, 2009, MGM Mirage filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q for the
period ended June 30, 2009.  A full-text copy of the Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4342

MGM MIRAGE reported a net loss of $212.5 million for the three
months ended June 30, 2009, compared to a net income of
$113.1 million in the prior year second quarter.  MGM MIRAGE
reported a net loss of $107.3 million for the six months ended
June 30, 2009, compared to a net income of $231.4 million during
the same period a year ago.

As reported by the Troubled Company Reporter on August 27, 2009,
Mashantucket Western Pequot Tribe, the owner of Foxwoods Resort
Casino in southeastern Connecticut, has engaged financial advisors
and intends to seek to restructure its outstanding debt, various
reports say.  Bloomberg News, citing people with knowledge of the
situation, reported that Mashantucket has submitted a plan to
creditors to restructure at least $1.45 billion.  Miller Buckfire
& Co., a New York investment bank, has been tapped as advisor,
according to Bloomberg's source.

Foxwoods, Bloomberg relates, may become the biggest tribal casino
company to default.  According to Bloomberg, the operation has
lost business to the recession and competition from new casinos
and racetracks with slot machine-style video-lottery terminals in
nearby states.   Slot revenue fell 13% in July, the casino said on
Aug. 14.

Mashantucket has a $700 million revolver loan due in July 2010,
$500 million in 8.5% bonds that mature in 2015 and $250 million of
5.912 percent bonds due in 2021, according to data compiled by
Bloomberg.

"They can't do the types of things other debtors can in a
restructure," Megan Neuburger, an analyst at Fitch Ratings in
New York, said in an interview with Bloomberg.  "Tribal casinos
can't do a debt-for-equity swap.  They can't raise cash by selling
off assets on tribal land" to repay creditors.

                      About Mashantucket Western

The Mashantucket Western Pequot Time operates Foxwoods Resort
Casino, the largest casino in the North America, with 340,000
square feet of gaming space in a complex that covers 4.7 million
square feet.  Opened in 1986, Foxwoods, the world's second largest
resort-casino, comprises six casinos that collectively offer more
than 6,200 slot machines and an incredible 380 tables for 17
different types of table games, including 100 for poker.  There's
a luxurious, high-tech Race Book, as well as the world's largest
Bingo Hall.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

At June 30, 2009, the Company had $22.4 billion in total assets,
including $1.07 billion in total current assets; $1.23 billion in
total current liabilities, $3.58 billion in deferred income taxes,
$12.3 billion in long-term debt, $186.7 million in other long-term
obligations; and $5.04 billion in stockholders' equity.

                           *     *     *

MGM Mirage continues to carry Standard & Poor's Ratings Services'
'CCC+' corporate credit ratings and Moody's Investors Service's
Caa2 Corporate Family Rating and Caa3 Probability of Default
Rating.


MASHANTUCKET WESTERN: Moody's Junks Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service lowered the Mashantucket (Western)
Pequot Tribal Nation's Corporate Family Rating and Probability of
Default Rating to Caa2 from B1.  The Tribe's Special Revenue
Obligations, Subordinated Special Revenue Obligations, and 2007
Series A Notes were also lowered.  All of the Tribe's debt was
placed on review for further possible downgrade.

Moody's rating action is in response to the Tribe's announcement
that it has hired a financial advisor and legal counsel to assist
them with potential debt structure options.  In Moody's opinion,
the Tribe's decision to formally engage outside professional
services in connection with this process -- despite the fact that
the Tribe is currently in compliance with all of its debt
agreements and has sufficient resources to operate its business --
suggests it may be considering an action that would result in
creditors receiving less than the par value of their loans.  This,
in turn, could represent an event that Moody's could consider a
distressed exchange.

Moody's will monitor the Tribe's progress with respect to its
negotiations with creditors and act accordingly once a specific
course of action has been decided.

These ratings were lowered and placed on review for further
possible downgrade:

* Corporate Family Rating to Caa2 from B1

* Probability of Default Rating Caa2 from B1

* Special Revenue Obligations to B3 (LGD 2, 29%) from Ba2 (LGD 2,
  29%)

* Subordinated Special Revenue Obligations to Caa3 (LGD 5, 73%)
  from B2 (LGD 5, 73%)

* 2007 Series A Notes to Ca (LGD 6, 90%) from B3 (LGD 6, 90%)

Moody's previous rating action was on May 1, 2009 when the Tribe's
Corporate Family Rating was lowered to B1 from Ba3 and a negative
rating outlook was assigned.

The Mashantucket (Western) Pequot Tribal Nation owns Foxwoods
Resort Casino.  The Mashantucket Pequot Gaming Enterprise, a
wholly-owned, unincorporated division of the Tribe, conducts the
Tribe's gaming and resort operations.


MBD INC: Court Continues Disclosure Statement Hearing to Sept 14
----------------------------------------------------------------
The hearing on MBD, Inc.'s disclosure statement describing its
Chapter 11 plan of reorganization is continued to September 14,
2009, at 11:00 a.m.  The disclosure statement hearing had been
previously scheduled for August 17, 2009.

As reported in the TCR on August 6, 2009, MBD, Inc. intends to
meet its obligations under the Plan by continuing its development
of the Belvedere Heights Subdivision.  The Company will also
continue managing the La Dolce Piazza office/retail buildings.
MBD has agreed to transfer the other properties (the Montebello
Estates, the Cielo Vista Estates, and the Fleetwood Property) to
Umpqua Bank in satisfaction of its claims.

Under the Plan, the Belvedere Heights loan will be paid through
sale or refinancing of the individual lots in the subdivision.
The loan will remain in effect until September 2012 as long as MBD
sells or refinances enough lots to meet the certain debt
milestones.  If MBD misses any milestone, the bank will be
entitled to foreclose on the property on 20 days' notice.

The Tri Counties Bank loans on the La Dolce properties will be
paid interest-only for the first year.   If the La Dolce buildings
are sufficiently leased to provide the bank with adequate
rent/debt service coverage at the end of that year, the loans will
continue with fully amortized payments to a maturity date of 2034.
If not, MBD will have only one year to pay the bank's claims in
full.

Finally, the claim of Tri Counties Bank secured by Belvedere Lot
57 and the home constructed on it will be fully due 24 months
after the Plan's effective date.

General unsecured creditors who are owed approximately $1,580,000
will be paid in full, with interest at 5% p.a., through quarterly
payments starting in October 2010.  Payments will equal 50% of
MBD's net operating cash flow for each calendar quarter preceding
the payment date in which MBD generates a positive cash flow.

Secured claims are placed in Classes A-1, A-2, A-3, A-4, A-5, A-6,
A-7, A-8, A-9, A-10, A-11, and A-12, the unsecured trade creditors
under B-1 and the unsecured lenders under B-2, and shareholders'
interests under Class C.

With the exception of AICCO, Inc.'s insurance premium financing
claim under A-9, and Tehama County's secured property taxes on the
Montebello Estates, and shareholders' interests under Class C, all
other classes are impaired and are entitled to vote on the Plan.

A full-text copy of the disclosure statement describing the Plan
is available for free at http://bankrupt.com/misc/mbd.DS.pdf

Chico, California-based MBD, Inc., a.k.a. Meghdadi Builder
Developer, has been in the development business in the Chico area
for over 17 years.  The Debtor filed for Chapter 11 protection on
October 6, 2008 (Bankr. E.D. Calif. Case No. 08-34347).  William
C. Lewis, Esq., who has an office in Palo Alto, California,
represents the Debtor in its restructuring efforts.  The Company
listed between $10 million to $50 million each in assets and
debts.


MECACHROME INT'L: 92.7% of Creditors Accept Recapitalization Plan
-----------------------------------------------------------------
Mecachrome International Inc. announced August 27 that, at
the creditors' meeting held August 26 in Montreal (Canada), its
creditors overwhelmingly approved the Company's proposed debt and
capital restructuring plan pursuant to the Companies' Creditors
Arrangement Act and the Canada Business Corporations Act filed on
August 5, 2009.  At the creditors' meeting, 92.7% of all voting
creditors, and 99.5% of the total amount voted by all creditors,
voted to accept the Plan.  On September 1, 2009, the Company will
ask the Superior Court of Quebec to sanction the Plan.

"We are pleased that the Plan received such a strong endorsement
from our creditors," said Julio De Sousa, President and Chief
Executive Officer of Mecachrome.  "We believe that the Plan
represents a fair and equitable outcome for all the creditors
involved. I want to especially acknowledge our employees
for their hard work, and our customers and suppliers for their
continued support and loyalty throughout this process."

The Plan remains subject to certain conditions.  If these
conditions are not satisfied there can be no assurances that they
will be waived or that alternate financing will be available on
acceptable terms. The Plan provides that the Company's existing
shares (multiple voting shares and subordinated voting shares)
will be cancelled for no consideration.  The Company will advise
as to the progress of its French subsidiaries under the safeguard
procedure (procedure de sauvegarde) in France in due course.

              About Mecachrome International Inc.

Mecachrome is a leader in the design, engineering, manufacture and
assembly of complex precision-engineered components for aircraft
and automotive applications, including aerostructural and aircraft
engine components, high-end automobile engine components and motor
racing engines.  Since 1937, Mecachrome has established a
significant presence and global reputation in certain high-
precision sectors of the aerospace, automotive and industrial
equipment industries, providing services primarily to original
equipment manufacturers.

Mecachrome is currently subject to Court protection under the
Companies' Creditors Arrangement Act in Canada and under similar
protection from the Courts for its French subsidiaries under the
safeguard procedure (procedure de sauvegarde) in France.

Mecachrome also initiated ancillary proceedings before
the United States Bankruptcy Court for the Central District of
California to obtain the enforcement and recognition of the
Canadian proceedings.  The U.S. Court granted Mecachrome's
Petition for recognition of foreign proceedings on August 19,
2009.

Mecachrome International Inc., et al filed for Chapter 15 with the
U.S. Bankruptcy Court for the Central District of California in
Los Angeles on June 5, 2009 (Case No. 09-24076).  The Hon. Richard
M. Neiter presides over the case.  Daniel H. Slate, Esq., at
Buchatler Nemer, reprepresents the Chapter 15 Debtors as counsel.
In its petition, the Debtors listed between $100 million and
$500 million in assets, and between $500 million and $1 billion in
debts.

The documentation related the Canadian, French and U.S. court
filings is available on Ernst & Young Inc.'s Web site at:
http://documentcentre.eycan.com/Pages/Main.aspx?SID=91


MEDIACOM COMMUNICATIONS: Closes Senior Note, Term Loan Financings
-----------------------------------------------------------------
Mediacom Communications Corporation on August 25, 2009, announced
the completion of $650 million of financing for Mediacom LLC, one
of its two principal operating subsidiaries.  The financings
consisted of $350 million of 9-1/8% Senior Notes due 2019, sold
pursuant to a Rule 144A offering, and an incremental senior
secured term loan facility of $300 million maturing in 2017, which
was completed pursuant to an existing bank credit agreement
between the operating subsidiaries of Mediacom LLC and lenders
thereto.  The funding date of the incremental term loan facility
is September 24, 2009.

The net proceeds of the 9-1/8% Senior Notes will be used to fund,
in large part, the purchase by Mediacom LLC of both its 9-1/2%
Senior Notes due 2013 and 7-7/8% Senior Notes due 2011, which are
subject to ongoing tender offers.  In accordance with the terms of
the tender offers, Mediacom LLC has elected to accept and early
purchase all notes tendered by or before 5:00 p.m. on August 24,
2009.  The final expiration of the tender offers is 11:59 p.m. on
September 8, 2009.

All of the 9-1/2% and 7-7/8% Senior Notes that remain outstanding
after the expiration of the tender offers have been called for
redemption on September 24, 2009.  Proceeds from the funding of
the incremental term loan facility will be used to fund, in large
part, the redemption of the outstanding 9-1/2% and 7-7/8% Senior
Notes not purchased in the tender offers.

The 9-1/8% Senior Notes will not be registered under the
Securities Act or any state securities and may not be offered or
sold in the United States absent registration or an applicable
exemption from registration.

Mediacom LLC and Mediacom Capital Corporation, and Law Debenture
Trust Company of New York, as trustee, on August 25, 2009, entered
into an Indenture in connection with the issuance and sale by
Mediacom LLC and Mediacom Capital of $350.0 million aggregate
principal amount of their 9.125% Senior Notes due 2019.  Mediacom
LLC is a wholly owned subsidiary of Mediacom Communications and
Mediacom Capital is a wholly owned subsidiary of Mediacom LLC.

                   About Mediacom Communications

Mediacom Communications Corporation (Nasdaq: MCCC) --
http://www.mediacomcc.com/-- is the nation's eighth largest cable
television company and one of the leading cable operators focused
on serving the smaller cities and towns in the United States.
Mediacom Communications offers a wide array of broadband products
and services, including traditional video services, digital
television, video-on-demand, digital video recorders, high-
definition television, high-speed data access and phone service.

As of June 30, 2009, the Company had $7,707,511,000 in total
assets and $4,134,059,000 in total liabilities, resulting in
$426,548,000 in stockholders' deficit.  The Company's June 30
balance sheet also showed strained liquidity with $185,851,000 in
total current assets, including $68,774,000 in cash and cash
equivalents, for $451,307,000 in total current liabilities.


MEDIACOM COMMUNICATIONS: Units "Early Accepted" Senior Notes
------------------------------------------------------------
Mediacom Communications Corporation and its subsidiaries Mediacom
LLC and Mediacom Capital Corporation on August 25, 2009, said they
have "early accepted" all 9-1/2% Senior Notes due 2013 and 7-7/8%
Senior Notes due 2011 tendered in the tender offers for those
Notes as of 5:00 p.m., New York City time, on August 24, which was
the Early Tender Date for the tender offers.  As of the Early
Tender Date, holders of $385.2 million aggregate principal amount
of 9-1/2% Notes and $63.6 million aggregate principal amount of 7-
7/8% Notes had validly tendered (and not withdrawn) their Notes.
This represents approximately 77% and 51% of the outstanding
principal amount of the 9-1/2% Notes and 7-7/8% Notes,
respectively.  The settlement date for the accepted Notes was
August 25.

It was further announced that all conditions to the acceptance of
further tenders of Notes in the tender offers have been waived.
In accordance with the terms of the tender offers, Notes that are
tendered after the Early Tender Date may not be withdrawn.

The tender offers are scheduled to expire at 11:59 p.m., New York
City time, on September 8, 2009, unless either such tender offer
is extended.  Holders of 9-1/2% Notes who validly tender their
Notes after the Early Tender Date but on or prior to the
Expiration Date will be entitled to receive $982.50 per $1,000
principal amount tendered and accepted for purchase, plus accrued
and unpaid interest to, but not including, the payment date for
such Notes.  Holders of 7-7/8% Notes who validly tender their
Notes after the Early Tender Date but on or prior to the
Expiration Date will be entitled to receive $980.00 per $1,000
principal amount tendered and accepted for purchase, plus accrued
and unpaid interest to, but not including, the payment date for
such Notes.  The Companies will accept and purchase all Notes
validly tendered after the Early Tender Date and prior to the
Expiration Date.

In addition, the Companies announced the call for redemption of
the entire principal amount of both its 9-1/2% Notes and 7-7/8%
Notes that remain outstanding following the expiration of the
tender offers.  The redemption date for both series of Notes has
been set for September 24, 2009.  In accordance with the
redemption provisions of the Notes and the related indentures, the
Notes will be redeemed at a price equal to 100% of the principal
amount, plus accrued and unpaid interest to, but not including,
the redemption date.

On August 13, Mediacom LLC and Mediacom Capital amended their cash
tender offers.  The Companies eliminated the maximum offer amount
that applied to the tender offer for the 7-7/8% Notes, and offered
to purchase any and all of the outstanding 9-1/2% Notes and any
and all of the outstanding 7-7/8% Notes that are validly tendered
and not withdrawn and accepted for purchase in the tender offers.

The Companies did not amend the Tender Offering Consideration, the
Early Tender Payment or the Total Consideration being offered for
the 9-1/2% Notes and the 7-7/8% Notes, which remain:

                Outstanding  Tender          Early     Total
   Series       Principal    Offer           Tender    Consider-
   of Notes     Amount       Consideration   Payment   ation
   --------     -----------  -------------   -------   ---------
9-1/2% Notes   $500,000,000      $982.50      $20.00   $1,002.50
7-7/8% Notes   $125,000,000      $980.00      $20.00   $1,000.00

Wells Fargo Securities and Citi are acting as the dealer managers
for the tender offers, and Global Bondholder Services Corporation
is acting as the information agent and depositary.  Copies of the
offer to purchase, as supplemented, and related documents may be
obtained from Global Bondholder Services Corporation at (866)
873-7700. Questions regarding the tender offers may be directed
to Wells Fargo Securities at (866) 309-6316 or Citi at (800)
558-3745.

                   About Mediacom Communications

Mediacom Communications Corporation (Nasdaq: MCCC) --
http://www.mediacomcc.com/-- is the nation's eighth largest cable
television company and one of the leading cable operators focused
on serving the smaller cities and towns in the United States.
Mediacom Communications offers a wide array of broadband products
and services, including traditional video services, digital
television, video-on-demand, digital video recorders, high-
definition television, high-speed data access and phone service.

As of June 30, 2009, the Company had $7,707,511,000 in total
assets and $4,134,059,000 in total liabilities, resulting in
$426,548,000 in stockholders' deficit.  The Company's June 30
balance sheet also showed strained liquidity with $185,851,000 in
total current assets, including $68,774,000 in cash and cash
equivalents, for $451,307,000 in total current liabilities.


METALDYNE CORP: S&P Withdraws 'D' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it has withdrawn its
ratings on Plymouth, Michigan-based Metaldyne Corp. and related
entities.  The corporate credit rating was lowered to 'D' on May
28 upon the company's filing for bankruptcy protection.

The rating actions follow the bankruptcy court approval of the
sale of substantially all of the company's assets to a coalition
of Metaldyne's existing term lenders under Section 363 of the
bankruptcy code.  The effectiveness of the sale order has been
stayed pending appeals, and a hearing is scheduled for Sept. 16.


MGM MIRAGE: Appoints Gary Jacobs as President Corporate Strategy
----------------------------------------------------------------
In connection with the strategic realignment of several senior
management responsibilities within MGM MIRAGE, which resulted in
the promotion of several key executives and expansion of their
respective duties, the Company appointed Gary N. Jacobs to the
title of President Corporate Strategy, General Counsel and
Secretary of the Company.

In connection with the appointment, the Board of Directors of the
Company approved an increase to Mr. Jacob's base salary from
$700,000 to $1,200,000, which increase will be effective as of
August 3, 2009.  Additionally, Mr. Jacobs was awarded 600,000
stock appreciation rights at an exercise price of $7.45 per share
under the Company's Amended and Restated 2005 Omnibus Incentive
Plan, which SARs will expire 7 years from the date of the grant
and will vest over a period of four years, with 25% vesting each
year.  The remaining terms of Mr. Jacob's employment will be set
forth in a definitive employment agreement, which will be
effective as of August 3, 2009, and will expire on August 3, 2013.
The New Employment Agreement, upon finalization and execution,
will replace that certain employment agreement between the Company
and Mr. Jacobs dated September 16, 2005.

The Board also approved an amendment to the Company's Amended and
Restated Bylaws with an effective date of August 4, 2009, which
authorizes the Board to elect, at their discretion, additional
Presidents with specified scopes of authority that shall report to
the Chief Executive Officer of the Company.

A full-text copy of the amendment to the Bylaws is available at no
charge at http://ResearchArchives.com/t/s?4341

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

At June 30, 2009, the Company had $22.4 billion in total assets,
including $1.07 billion in total current assets; $1.23 billion in
total current liabilities, $3.58 billion in deferred income taxes,
$12.3 billion in long-term debt, $186.7 million in other long-term
obligations; and $5.04 billion in stockholders' equity.

                           *     *     *

MGM Mirage continues to carry Standard & Poor's Ratings Services'
'CCC+' corporate credit ratings and Moody's Investors Service's
Caa2 Corporate Family Rating and Caa3 Probability of Default
Rating.


MGM MIRAGE: May Extend $200MM Under Mashantucket Pequot Alliance
----------------------------------------------------------------
MGM Mirage said in a regulatory filing with the Securities and
Exchange Commission that it entered into a series of agreements to
implement a strategic alliance with the Mashantucket Pequot Tribal
Nation, which owns and operates Foxwoods Casino Resort in
Mashantucket, Connecticut.  The Company and MPTN have formed a
jointly owned company -- Unity Gaming, LLC -- to acquire or
develop future gaming and non-gaming enterprises.  According to
MGM Mirage, under certain circumstances, it will provide a loan of
up to $200 million to finance a portion of MPTN's investment in
future joint projects.

On August 7, 2009, MGM Mirage filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q for the
period ended June 30, 2009.  A full-text copy of the Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4342

MGM MIRAGE reported a net loss of $212.5 million for the three
months ended June 30, 2009, compared to a net income of
$113.1 million in the prior year second quarter.  MGM MIRAGE
reported a net loss of $107.3 million for the six months ended
June 30, 2009, compared to a net income of $231.4 million during
the same period a year ago.

As reported by the Troubled Company Reporter on August 27, 2009,
Mashantucket Western Pequot Tribe, the owner of Foxwoods Resort
Casino in southeastern Connecticut, has engaged financial advisors
and intends to seek to restructure its outstanding debt, various
reports say.  Bloomberg News, citing people with knowledge of the
situation, reported that Mashantucket has submitted a plan to
creditors to restructure at least $1.45 billion.  Miller Buckfire
& Co., a New York investment bank, has been tapped as advisor,
according to Bloomberg's source.

Foxwoods, Bloomberg relates, may become the biggest tribal casino
company to default.  According to Bloomberg, the operation has
lost business to the recession and competition from new casinos
and racetracks with slot machine-style video-lottery terminals in
nearby states.   Slot revenue fell 13% in July, the casino said on
Aug. 14.

Mashantucket has a $700 million revolver loan due in July 2010,
$500 million in 8.5% bonds that mature in 2015 and $250 million of
5.912 percent bonds due in 2021, according to data compiled by
Bloomberg.

"They can't do the types of things other debtors can in a
restructure," Megan Neuburger, an analyst at Fitch Ratings in
New York, said in an interview with Bloomberg.  "Tribal casinos
can't do a debt-for-equity swap.  They can't raise cash by selling
off assets on tribal land" to repay creditors.

                      About Mashantucket Western

The Mashantucket Western Pequot Time operates Foxwoods Resort
Casino, the largest casino in the North America, with 340,000
square feet of gaming space in a complex that covers 4.7 million
square feet.  Opened in 1986, Foxwoods, the world's second largest
resort-casino, comprises six casinos that collectively offer more
than 6,200 slot machines and an incredible 380 tables for 17
different types of table games, including 100 for poker.  There's
a luxurious, high-tech Race Book, as well as the world's largest
Bingo Hall.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

At June 30, 2009, the Company had $22.4 billion in total assets,
including $1.07 billion in total current assets; $1.23 billion in
total current liabilities, $3.58 billion in deferred income taxes,
$12.3 billion in long-term debt, $186.7 million in other long-term
obligations; and $5.04 billion in stockholders' equity.

                           *     *     *

MGM Mirage continues to carry Standard & Poor's Ratings Services'
'CCC+' corporate credit ratings and Moody's Investors Service's
Caa2 Corporate Family Rating and Caa3 Probability of Default
Rating.


MGM MIRAGE: Robert Lowinger Initiates Securities Class Action
-------------------------------------------------------------
Robert Lowinger on August 19, 2009, filed in the U.S. District
Court in the District of Nevada a purported class action against
defendants MGM MIRAGE, J. Terrence Lanni, James J. Murren, Daniel
J. D'Arrigo and Robert H. Baldwin alleging federal securities laws
violations.  The complaint includes two counts: (i) violation of
Section 10(b) of the Exchange Act of 1934, as amended, and Rule
10b-5 thereunder against all defendants, and (ii) violation of
Section 20(a) of the Exchange Act of 1934, as amended, against the
individual defendants.  In the complaint, the Plaintiff alleges
that, between August 2, 2007, and March 5, 2009, the defendants
disseminated or approved materially false and misleading
statements that misled the investing public regarding the
Company's business, operations, management and intrinsic value of
its common stock.

The Company believes that the allegations set forth in the
complaint are without merit.  The Company will vigorously defend
against the claims but there can be no assurance that the outcome
of the proceedings will not have a material adverse effect on the
Company.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

At June 30, 2009, the Company had $22.4 billion in total assets,
including $1.07 billion in total current assets; $1.23 billion in
total current liabilities, $3.58 billion in deferred income taxes,
$12.3 billion in long-term debt, $186.7 million in other long-term
obligations; and $5.04 billion in stockholders' equity.

                           *     *     *

MGM Mirage continues to carry Standard & Poor's Ratings Services'
'CCC+' corporate credit ratings and Moody's Investors Service's
Caa2 Corporate Family Rating and Caa3 Probability of Default
Rating.


MGM MIRAGE: Commences Exchange Offer for 8.50% Senior Notes
-----------------------------------------------------------
MGM MIRAGE commenced an offer to eligible holders to exchange a
portion of the $782 million in aggregate outstanding principal
amount of its 8.50% Senior Notes due 2010 for up to $500 million
of 10.00% Senior Notes due 2016.  The complete terms and
conditions of the exchange offer are set forth in a confidential
offering memorandum dated August 27, 2009 and the related letter
of transmittal.

A brief summary of the key elements of the exchange offer:

     -- The exchange offer will expire at 11:59 p.m., New York
        City time, on September 24, 2009, unless extended by the
        Company.

     -- For each $1,000 principal amount of Existing Notes validly
        tendered and accepted, the holder will receive $1,175
        principal amount of New Notes, of which $50 in principal
        amount of New Notes constitutes an early participation
        payment that will be paid only with respect to Existing
        Notes validly tendered and not validly withdrawn prior to
        5:00 p.m., New York City time, on September 10, 2009.

     -- Holders who validly tender after the Early Participation
        Date will not receive the early participation payment.

     -- Tenders of Existing Notes in the exchange offer may be
        validly withdrawn at any time at or prior to 5:00 p.m.,
        New York City time, on September 10, 2009.  Existing Notes
        tendered after 5:00 p.m., New York City time, on
        September 10, 2009 may not be withdrawn, except where
        additional withdrawal rights are required by law.

     -- If the exchange offer is oversubscribed, Existing Notes
        validly tendered and not validly withdrawn will be subject
        to proration, with priority of acceptance given to
        Existing Notes tendered on or prior to the Early
        Participation Date.

     -- Subject to proration and the terms and conditions of the
        exchange offer, promptly following the Early Participation
        Date, the Company will promptly accept, and issue New
        Notes in exchange for, the Existing Notes validly tendered
        and not validly withdrawn on or prior to the Early
        Participation Date.

     -- With respect to Existing Notes validly tendered and
        accepted in the exchange offer, the Company will pay
        accrued and unpaid interest on such Existing Notes from
        the last applicable interest payment date up to but
        excluding the applicable settlement date.

     -- The New Notes will mature on September 15, 2016 and will
        bear interest at a rate of 10.00% per annum.

     -- The New Notes will be general senior unsecured obligations
        of the Company, guaranteed by substantially all of the
        Company's subsidiaries, which also guarantee the Company's
        other senior indebtedness, and equal in right of payment
        with, or senior to, all existing or future indebtedness of
        the Company and each guarantor.

     -- The Company will not receive any cash proceeds from the
        exchange offer.

The New Notes have not been registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.

The exchange offer is being made only to qualified institutional
buyers and to certain non-U.S. investors located outside the
United States. The exchange offer is made only by, and pursuant
to, the terms set forth in the offering memorandum and the
accompanying letter of transmittal, and the information in this
press release is qualified by reference to the offering memorandum
and the accompanying letter of transmittal. Subject to applicable
law, the Company may amend, extend or terminate the exchange
offer.

Documents relating to the exchange offer will only be distributed
to holders who complete and return a letter of eligibility
confirming that they are within the category of eligible investors
for this private offer.  Holders who desire a copy of the
eligibility letter should contact Global Bondholder Service
Corporation, the information agent for the offers, at (866) 736-
2200 (Toll-Free) or (212) 925-1630 (Collect).

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

At June 30, 2009, the Company had $22.4 billion in total assets,
including $1.07 billion in total current assets; $1.23 billion in
total current liabilities, $3.58 billion in deferred income taxes,
$12.3 billion in long-term debt, $186.7 million in other long-term
obligations; and $5.04 billion in stockholders' equity.

                           *     *     *

MGM Mirage continues to carry Standard & Poor's Ratings Services'
'CCC+' corporate credit ratings and Moody's Investors Service's
Caa2 Corporate Family Rating and Caa3 Probability of Default
Rating.


MHG CASA: Court Extends Schedules Filing Until September 15
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
extended until Sept. 15, 2009, MHG Casa Madrona Hotel, LLC's time
to file its schedules, statement of financial affairs, and related
materials.

Miami, Florida-based MHG Casa Madrona Hotel, LLC, operates a
lodging business.  The Company filed for Chapter 11 on Aug. 10,
2009 (Bankr. N.D. Calif. Case No. 09-12536).  Tracy Green, Esq.,
at Wendel, Rosen, Black and Dean, 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.


MHG CASA: U.S. Trustee Sets Meeting of Creditors for September 11
-----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in MHG Casa Madrona Hotel, LLC's Chapter 11 case on Sept. 11,
2009, at 3:30 p.m.  The meeting will be held at Santa Rosa US
Trustee Office of the U.S. Trustee, 777 Sonoma Ave. No. 116, Santa
Rosa, California.

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

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

Miami, Florida-based MHG Casa Madrona Hotel, LLC, operates a
lodging business.  The Company filed for Chapter 11 on Aug. 10,
2009 (Bankr. N.D. Calif. Case No. 09-12536).  Tracy Green, Esq.,
at Wendel, Rosen, Black and Dean 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.


MICHAELS STORES: Swings to $2-Mil. Net Income for Aug. 1 Quarter
----------------------------------------------------------------
Michaels Stores, Inc., reported net income for the quarter ended
August 1, 2009, of $2 million compared to a $30 million loss for
the quarter ended August 2, 2008.  For the first half of fiscal
2009, the Company reported net income of $6 million compared to a
$50 million net loss for first half of fiscal 2008.

John Menzer, Chief Executive Officer, said, "A corporate-wide
focus on sales and creating a fun customer environment in our
stores coupled with a strong emphasis on expense control has led
to improved sales and operating results for the quarter.  The
customer continues to be value oriented and selective about what
she buys.  She has responded favorably to newness and events
introduced this year including, our Impulse, Bakeware and Beads &
Jewelry Making categories.

"Michaels will continue to deliver exciting new merchandise during
the third quarter and we are looking forward to the offerings we
have planned for the fall and holiday seasons.  The economic
outlook for the second half of 2009 is still uncertain but our
focus is clear.  We will focus on sales through creative and
inspirational merchandise offerings at a great value, improved
store execution, and an unwavering commitment to customer
satisfaction," noted Mr. Menzer.

                         Operating Results

Net sales for the quarter ended August 1, 2009, were $807 million,
a 1.4% increase over last year's net sales of $796 million.  Same-
store sales for the quarter declined 0.8% due to a 7.0% decrease
in average ticket and a 6.2% increase in transactions. Canadian
currency translation adversely affected same-store sales for the
second quarter by approximately 100 basis points.

Net sales for the six month period ended August 1, 2009, increased
1.0% to $1.659 billion from $1.643 billion for the same period
last year.  Same-store sales declined 1.4% over the same period a
year ago on a 5.2% decrease in average ticket, a 4.0% increase in
transactions, and a negative 0.2% impact from deferred custom
framing revenue.  Canadian currency translation adversely affected
same-store sales for the first six months of fiscal 2009 by
approximately 130 basis points.

The Company's second quarter gross margin increased 50 basis
points to 35.4% driven by a merchandise margin improvement of 20
basis points related to the Company's profit optimization efforts
and a 30 basis point reduction in occupancy costs due to lower
utilities and amortization expense.  Year-to-date gross margin
decreased 60 basis points to 36.2% driven by a decrease of 50
basis points in merchandise margin and a decreased leverage of 10
basis points in occupancy costs.  The decrease in merchandise
margin was principally due to clearance and promotional programs
associated with the introduction of new product for merchandise
reset activities.

Selling, general and administrative expense in the second quarter
decreased $14 million to $232 million, or as a percent of sales,
to 28.7% compared to 30.9% in the second quarter of fiscal 2008.
The decrease is primarily the result of reductions in payroll,
severance and depreciation expense compared to last year.
Additionally, prior year amounts include non-recurring consulting
expenses for studies related to consumer insights and other
strategic initiatives.  Year-to-date selling, general and
administrative expense decreased $40 million to $478 million, or
as a percent of sales declined 270 basis points, to 28.8% of sales
from 31.5% last year for the reasons previously mentioned as well
as reduced bonus expense for the six month period.

Operating income for the second quarter of fiscal 2009 increased
$23 million to $50 million, or 6.2% percent of sales, compared to
3.4% for the second quarter of fiscal 2008.  Year-to-date
operating income was $114 million, or 6.9% of sales, versus
$75 million, or 4.6% of sales, for the first half of fiscal 2008.

Interest expense was lower by $14 million and $29 million for the
quarter and first half, respectively, due to a lower average
interest rate on the Company's floating rate debt and lower
average debt levels.

Adjusted EBITDA for the second quarter of fiscal 2009 increased
16.4% or approximately $12 million to $85 million, from
$73 million for the same period last year.  Year-to-date Adjusted
EBITDA was $192 million, or 11.6% of sales, versus $170 million,
or 10.3% of sales, in the first half of fiscal 2008.  The Company
presents Adjusted EBITDA to provide additional information to
evaluate its operating performance and its ability to service its
debt.

                    Balance Sheet and Cash Flow

As of August 1, 2009, the Company had $1.675 billion in total
assets, and $703 million and $4.549 billion in total long-term
liabilities, resulting in $2.874 billion stockholders' deficit.
As of August 1, 2009, the Company's cash balance was $36 million.
Second quarter debt levels declined $70 million to $3.964 billion
compared to $4.034 billion as of the end of second quarter of
fiscal 2008.  Availability under the revolving credit facility was
$526 million.  During the quarter, the Company also made a
$5.9 million amortization payment on its Senior Secured Term Loan.

Average inventory per Michaels store at the end of the second
quarter of fiscal 2009, inclusive of distribution centers, was
down 1.1% to $889,000 compared to $899,000 at the end of the
second quarter of fiscal 2008.  The decrease in average inventory
per store is primarily due to lower freight costs.  The Company
expects average inventory levels to be down to last year as of the
end of fiscal 2009.

Capital spending for the six months ended August 1, 2009, totaled
$17 million, with $12 million attributable to real estate
activities, such as new, relocated, existing and remodeled stores,
and $5 million for strategic initiatives and maintenance
activities.

During the first half of fiscal 2009, the Company opened 14 new
stores and relocated four Michaels stores and closed six Aaron
Brothers stores.

Michaels Stores, Inc. is North America's largest specialty
retailer of arts, crafts, framing, floral, wall decor and seasonal
merchandise for the hobbyist and do-it-yourself home decorator.
As of August 21, 2009, the Company owns and operates 1,023
Michaels stores in 49 states and Canada, and 155 Aaron Brothers
stores.


MICHAEL VICK: Court Confirms Reorganization Plan
------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia has
approved Michael Vick's reorganization plan.

Court documents say that creditors -- ranging from banks holding
mortgages on Mr. Vick's houses to his former team, the Atlanta
Falcons who are owed a total of more than $20 million --
previously approved Mr. Vick's plan to pay them back based on
future earnings and the sales of assets, including houses, cars
and investments, while those owed $132,743 rejected the plan.

Under the plan, creditors would get 10% of the first $750,000 a
year that Mr. Vick earns, Steve Szkotak at The Associated Press
reports.  Mr. Vick already signed a one-year, $1.6 million
contract with the Philadelphia Eagles, who hold a $5.2 million
option for a second season.  Mr. Vick is eligible to play the
final two preseason games, not in the regular season, but NFL
commissioner Roger Goodell said that he would consider Mr. Vick
for full reinstatement by no later than Week 6, in mid-October,
The AP relates.

Mr. Vick would also be allowed to keep one house in Virginia, a
SUV, and other possessions under the plan, says The AP.

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.


MILACRON INC: $180MM Sale Won't Repay All Creditors
---------------------------------------------------
The sale of substantially all assets of Milacron Inc. and its
affiliates was completed on August 21, 2009.

Milacron said in an August 26 regulatory filing that the
consideration provided by the purchaser of its assets consisted
almost entirely of the payment and assumption of certain specified
liabilities of the Debtors.  "The Debtors' remaining assets are
not sufficient to satisfy the claims of the Company's creditors,"
Milacron said.

Accordingly, the holders of the Company's Preferred and Common
Stock will not receive anything of value at the conclusion of the
Debtors' bankruptcy proceedings.  The Company considers its
Preferred and Common Stock to be worthless.

On August 21, Milacron and certain of its subsidiaries completed
the sale of substantially all of their assets to Milacron LLC, a
company formed by affiliates of Avenue Capital Group, certain
funds or accounts managed by DDJ Capital Management LLC and
certain other entities that together hold approximately 93% of the
Company's 11-1/2% Senior Secured Notes, pursuant to a Purchase
Agreement dated as of May 3, 2009, as amended.

In return for the Debtors' assets, the Purchaser provided total
consideration of approximately $180 million, consisting of
repayment of the Company's debtor-in-possession loan facilities
(one of which was provided by the Participating Noteholders),
assumption of certain of the Debtors' other liabilities, including
ordinary course liabilities and other debt, credit bid of a
portion of the Participating Noteholders' Secured Notes and
payment of additional consideration to non-Participating
Noteholders.  The amount and nature of the consideration were
determined by arm's length negotiation between the parties.

                        About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The Company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
is the Debtors' financial advisor.  Rothschild Inc. is the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the noticing, balloting and disbursing agent
for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

At June 30, 2009, the Company had $528,548,000 in total assets and
$818,577,000 in total liabilities.

Milacron Inc. asked the Bankruptcy Court to change its name to MI
2009 Inc. following the Court-sanctioned sale of its assets to an
investor group.


NAVISTAR INTERNATIONAL: S&P Affirms 'BB-' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it has affirmed its 'BB-'
corporate credit ratings on Warrenville, Illinois-based truck and
engine producer Navistar International Corp. and its subsidiary,
Navistar Financial Corp.  S&P removed the ratings from
CreditWatch, where S&P had placed them with negative implications
on July 2, 2009.  The outlook is negative.

"The rating actions reflect S&P's assumption that Navistar will
continue to produce thin but positive free operating cash flow
from its manufacturing operations for the current fiscal year
[ending Oct. 31, 2009], despite very weak commercial-truck demand
and a reduction in military truck orders since last year," said
Standard & Poor's credit Gregg Lemos Stein.  "Credit measures are
likely to remain weak for the rating in the near term, in S&P's
view, but S&P assume Navistar will maintain adequate liquidity
through the current industry downturn, which has now lasted nearly
three years, enabling it to benefit from any industry improvement
in 2010 or 2011," he continued.

The rating also reflects S&P's assumption that the company will be
able to transition to a more diversified debt structure as it
refinances large amounts of private bank debt maturing in the next
three years -- including $1.4 billion at the finance subsidiary in
mid-2010.  Still, S&P's negative outlook reflects in part what S&P
considers significant refinancing risk.

Demand for commercial trucks remains at multi-decade lows, and S&P
does not expect any significant rebound in late 2009 or early 2010
because freight tonnage rates remain low and the economy is still
sluggish.

More positively, Navistar has been increasing its market share in
many commercial-truck segments, and this, together with its
profitable defense and parts businesses, is helping the company
avoid what would have been a sharper deterioration of its
financial risk profile, in S&P's view.  S&P believes the share
gains reflect recent successful product introductions and a higher
proportion of purchases by large-truck fleets, which have tended
to buy more from Navistar than from its competitors, and perhaps
some aggressive pricing.

Military and parts sales have been benefits for Navistar amid the
current truck downturn, bolstering profitability and cash flow.
However, the company expects military-related revenues to slow
from about $3.9 billion last year to between $2.7 billion and
$3 billion this year and $2 billion on an ongoing basis.  Still,
S&P expects the company to continue producing armored vehicles as
well as an array of non-armored military trucks such as transport
vehicles.

S&P considers Navistar's upcoming refinancing needs a risk factor
for liquidity, even though cash and borrowing availability are
sufficient to address current business needs.  Navistar's capital
spending is low, at less than 2% of sales, and S&P does not
believe the company has significant leeway to defer this spending.

NFC, a wholly owned subsidiary, has substantial funding needs to
provide financing to dealers and retail customers.

The negative outlook reflects primarily the risks posed by the
company's near-term refinancing needs as well as the ongoing and
severe North American commercial-truck market downturn.  S&P
could lower the ratings if the company encounters difficulties
renewing NFC's bank-sponsored conduits in late 2009 or the
$1.4 billion bank credit facility prior to July 2010.  S&P could
also lower the ratings if S&P believed free operating cash flow
from manufacturing operations would turn negative for all of
fiscal 2009 or fiscal 2010 as a result of further declines in
demand or any company-specific issues.  In S&P's view, free
operating cash flow could turn negative if truck shipments decline
even further from the low levels in the first half of 2009,
leading to a sequential decline in revenues and profitability.

S&P could revise the outlook to stable if Navistar refinances its
upcoming debt maturities and seems likely to generate free
operating cash flow from manufacturing operations this year and
next.  Prospects for an upgrade appear limited for now but would
be predicated upon demand rebounding in Navistar's core
commercial-truck markets, leading to consistent margin improvement
at all stages of the cycle, free cash flow generation for
permanent debt reduction, and better liquidity.


NCI BUILDING: Bank Group Extends Waivers Through November 6
-----------------------------------------------------------
NCI Building Systems, Inc., has obtained an extension of the
waivers granted by its senior credit facility lenders on May 20,
2009.  Under the extension, the waivers of the Company's
compliance with its financial maintenance covenants and the
waivers of its restrictions on entering into an agreement for a
substantial equity investment in the Company continue until
November 6, 2009.

Previously, the waivers had been in effect through August 14, 2009
with an automatic extension to September 15, 2009 upon the signing
of a definitive agreement for an equity investment.

On August 14, 2009, NCI entered into a definitive investment
agreement with Clayton, Dubilier & Rice Fund VIII, L.P., a fund
managed by Clayton, Dubilier & Rice, Inc., under which the CD&R
Fund will invest $250 million in the Company through the purchase
of newly issued Convertible Participating Preferred Shares.  This
investment is part of a comprehensive solution to address NCI's
significant near term debt repayment obligations, reduce debt by
$323 million and position the Company for future growth.

Completion of the CD&R transaction is subject to a number of
conditions, including the completion of an exchange offer for the
Company's existing convertible notes; completion of the
refinancing of the Company's existing senior secured credit
facility; entry into a new asset-based revolving credit facility;
and other customary closing conditions.  While there can be no
assurances that a transaction will be completed, the Company
continues to work diligently toward the successful consummation of
a comprehensive solution.

The Company is currently in negotiations with the CD&R Fund and
certain of the Company's existing convertible noteholders
regarding potential amendments to the terms of the exchange offer
contemplated in the investment agreement.  Under the amended terms
being discussed, the CD&R Fund would continue to invest $250
million in the Company through newly issued Convertible
Participating Preferred Shares, but its pro forma ownership of the
Company would be 68.5%, and the convertible noteholders would
receive $500 cash and 390 shares for each $1000 principal amount
tendered in the exchange offer.  Any such amended terms would
require a group of noteholders representing more than two-thirds
of the outstanding convertible notes to execute lock-up and voting
agreements agreeing to tender their convertible notes in the
exchange offer on such potential amended terms. In addition, to
the extent such noteholders hold loans under the Company's
existing credit facility, it is also anticipated that such holders
would agree to support the refinancing of the Company's existing
credit facility.  Representatives of the noteholder negotiating
group have advised the Company that noteholders holding a majority
of the outstanding principal amount of the notes have indicated
that they would support the potential amended terms and would be
willing to enter into appropriate lock-up and voting agreements,
subject to negotiation of the terms of such agreements.

Discussions are ongoing, but no agreement has been reached among
the parties regarding any amended terms, and there can be no
assurance that the parties will reach an agreement on any such
amended terms or that any such lock-up and voting agreements will
be executed.

In light of these negotiations, the Company expects that the
launch of the exchange offer, which otherwise would have occurred
by Friday, August 28, will be delayed.  In connection with the
exchange offer, the Company expects to file with the U.S.
Securities and Exchange Commission a registration statement on
Form S-4, an exchange offer statement on Schedule TO and related
documents and materials.

NCI Building Systems, Inc., is one of North America's largest
integrated manufacturers of metal products for the nonresidential
building industry.  NCI is comprised of a family of companies
operating manufacturing facilities across the United States and
Mexico, with additional sales and distribution offices throughout
the United States and Canada.


NE-KAN SERVICES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: NE-KAN Services, LLC
        P.O. Box 574
        Ceresco, NE 68017

Bankruptcy Case No.: 09-42475

Chapter 11 Petition Date: August 26, 2009

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

Debtor's Counsel: Trev Peterson, Esq.
                  Knudsen Berkheimer Richardson Endacott
                  3800 VerMass Place, Suite 200
                  Lincoln, NE 68502
                  Tel: (402) 475-7011
                  Fax: (402) 475-8912
                  Email: tpeterson@knudsenlaw.com

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

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

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

            http://bankrupt.com/misc/neb09-42475.pdf

The petition was signed by Jeffrey Jones, manager of the Company.


NEOMEDIA TECHNOLOGIES: June 30 Balance Sheet Upside-Down by $100MM
------------------------------------------------------------------
NeoMedia Technologies, Inc.'s balance sheet at June 30, 2009,
showed total assets of $9.99 million and total liabilities of
$110.65 million, resulting in a stockholders' deficit of
$100.66 million.

For three months ended June 30, 2009, the Company reported a net
income of $78.06 million compared with a net loss of $9.19 million
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $28.53 million compared with a net loss of $5.60 million for
the same period in 2008.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?433d

Based in Atlanta, Georgia, NeoMedia Technologies, Inc. (OTC BB:
NEOM) -- http://www.neom.com/-- provides internet advertising
solutions using wireless technologies to connect traditional print
and broadcast media companies to active mobile content.

                        Going Concern Doubt

on April 14, 2009, Kingery & Crouse, P.A in Tampa, Florida,
expressed substantial doubt about NeoMedia Technologies' ability
to continue as a going concern after auditing the Company's
financial statements for the fiscal years ended Dec. 31, 2008, and
2007.  The auditor noted that the Company suffered recurring
losses from operations and has ongoing requirements for additional
capital investment.


NEW UNITED MOTOR: Toyota to End Production Contract in March 2010
-----------------------------------------------------------------
Toyota Motor Corporation said it will end its Corolla and Tacoma
production contract with New United Motor Manufacturing, Inc., on
March 31, 2010, and shift production of those vehicles to Toyota
wholly owned facilities.

Following the end of the contract, Tacoma pickups will be produced
at Toyota's manufacturing facility in San Antonio, Texas, U.S.A.,
which specializes in trucks.  Corollas will be sourced from its
Cambridge, Ontario, Canada plant, as well as Japan to meet near-
term demand.  The will enable an uninterrupted supply of vehicles
to dealers and customers in North America.

TMC Executive Vice President Atsushi Niimi, who is responsible for
North America, said, "After the decision by General Motors to
withdraw from the NUMMI joint venture, Toyota conducted a thorough
review of its alternatives in light of current and anticipated
market conditions.  Based on this review, we have determined that
over the mid- to long-term, it just would not be economically
viable to continue the production contract with NUMMI. This is
most unfortunate, and we deeply regret having to take this
action."

"We remain strongly committed to maintaining a substantial
production presence in the U.S.A. and North America," continued
Mr. Niimi.  "To that end, we will consider moving additional
Corolla production back to North America over time."

Mr. Niimi further added, "NUMMI has been a groundbreaking model of
Japan-U.S. industry collaboration and we are proud of its
achievements.  Toyota has learned much about automobile production
in the U.S. through NUMMI, and these have been an invaluable 25
years.  We would like to thank all of those involved with the
joint venture, such as the suppliers, the local community, the
union, and most of all the talented employees, who have worked
closely and cooperatively with Toyota to contribute to the success
of this pioneering joint venture."

NUMMI, based in Fremont, California, was established in 1984 as an
independent joint venture of TMC and General Motors to produce
cars for both companies.  In May, GM announced its decision to end
its contract to produce the Pontiac Vibe at NUMMI, and this
production ceased on August 17.  In June, as part of GM's
bankruptcy reorganization, GM's holdings in NUMMI were left among
the assets to be liquidated of the Motors Liquidation Company.
These developments resulted in TMC's decision to end its
production contract with NUMMI next March.

TMC intends to work collaboratively with Motors Liquidation
Company and NUMMI to help NUMMI and all of its affected
stakeholders in dealing with the impact of the decisions made by
NUMMI's customers.

Toyota -- http://www.toyota.com/-- established operations in
North America in 1957 and currently operates 13 wholly-owned
manufacturing plants. There are more than 1,800 Toyota, Lexus and
Scion dealerships in North America which sold more than
2.5 million vehicles in 2008.  Toyota directly employs
approximately 40,000 in North America and its investment is
currently valued at more than $21 billion, including sales and
manufacturing operations, research and development, financial
services and design.  Toyota's annual purchasing of parts,
materials, goods and services from North American suppliers totals
more than $30 billion.

Toyota currently produces 11 vehicles in North America, including
the Avalon, Camry, Corolla, Matrix, RAV4, Sienna, Sequoia, Tacoma,
Tundra, Venza and the Lexus RX 350. In addition, beginning in
October, the Highlander will be produced in Indiana.


NTK HOLDINGS: Bondholder Talks May Lead to Prepackaged Bankruptcy
-----------------------------------------------------------------
NTK Holdings, Inc., and subsidiaries Nortek Holdings, Inc., and
Nortek, Inc., and their advisors have had preliminary discussions
and outlined preliminary proposals as to potential equity and debt
restructuring alternatives for NTK Holdings and Nortek with an
informal committee comprised of certain holders of NTK Holdings'
10-3/4% Senior Discount Notes due 2014 and Nortek's 10% Senior
Secured Notes due 2013 and 8-1/2% Senior Subordinated Notes due
2014.

In June 2009, NTK Holdings and Nortek retained financial and legal
advisors to assist them in the analysis of their capital
structures in light of the current economic conditions.

NTK Holdings said no definitive agreement has been reached between
NTK Holdings, Nortek and the Bondholder Committee as to the terms
of any potential equity and debt restructuring.  NTK Holdings said
the discussions and negotiations are continuing and may result in,
among other things:

     (1) a restructuring of the equity and debt of NTK Holdings
         and Nortek pursuant to a negotiated transaction or under
         a "pre-packaged" plan of reorganization under the
         Bankruptcy Code,

     (2) a change of control of Nortek, and

     (3) events of default and cross defaults under certain of NTK
         Holdings' and Nortek's outstanding indebtedness depending
         on the future decisions to be made by NTK Holdings and
         Nortek, which may or may not result in the acceleration
         of substantially all of the Company's indebtedness.

The Company has been and continues to be in compliance with the
terms of all of the obligations that are subject to the Bondholder
Committee negotiations.  There can be no assurance that NTK
Holdings and Nortek will be successful in reaching a definitive
agreement with respect to the potential equity and debt
restructuring and, if not successful, NTK Holdings or Nortek may
be compelled to seek other financing arrangements or debt
restructuring under supervision of an appropriate court
proceeding.  NTK Holdings and Nortek expect to continue to operate
its business in the ordinary course during and following any
potential equity and debt restructuring.

In the second half 2009, the Company estimates that it will use up
to roughly $20.0 million of cash to pay for fees and expenses in
connection with a restructuring of its indebtedness which includes
roughly $8.0 million dependent on a successful restructuring.

The Company and its lenders amended the ABL Facility to eliminate
the requirement that Nortek represent that it is solvent, as
defined, when requesting new borrowings under the ABL facility
effective as of July 4, 2009, and when providing the quarterly
compliance certificate effective as of May 20, 2008.  The
Amendment also provides that the proceeds of any future borrowings
under the ABL Facility must be used to primarily fund operating
expenses and liabilities of Nortek's operating subsidiaries.  The
Company has been and continues to be in compliance with the terms
of the ABL Facility.

                          Wider Net Loss

The Company's net loss widened to $264.2 million for the second
quarter ended July 4, 2009, from a net loss of $43.5 for the same
period a year ago.  For the six months ended July 4, 2009, the
Company posted a net loss of $312.5 million from a net loss of
$57.5 million.  The Company booked net sales for the second
quarter of 2009 of $488 million compared to the $647 million
recorded in 2008.  The Company had net sales of $927 million for
the first six months of 2009, compared to the $1.187 billion
recorded in the first six months of 2008.

As of July 4, 2009, the Company had total assets of $1.655
billion; and total current liabilities of $519.0 million, deferred
income taxes of $26.3 million, other liabilities of $156.4
million, and notes, mortgage notes and obligations payable, less
current maturities, of $2.076 billion, resulting to stockholder's
deficit of $1.122 billion.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?4350

Richard L. Bready, Chairman and Chief Executive Officer, said,
"NTK Holdings continues to manage its business effectively as
difficult conditions in its markets continue.  NTK Holdings'
continued focus on working capital management, headcount
reductions and cost reduction initiatives has been effective in
maximizing cash flow."

The Company was unable to timely finalize its accounting
documentation and analysis and prepare its financial statements to
be included in its Quarterly Report by the filing deadline.  In a
Form NT-Q, the Company cited complexities of an interim goodwill
impairment calculation.

                           Indebtedness

During 2010, the total of principal and interest payments on
indebtedness owed by the Company, including payments owed by NTK
Holdings, is roughly $308.9 million.  In 2010, NTK Holdings alone
has cash debt service obligations of roughly $162.3 million,
including a payment of roughly $147.4 million due on March 1, 2010
under its 10-3/4% Senior Discount Notes.  Nortek has significant
cash payments due on its indebtedness and certain other specified
obligations in 2009 and thereafter.  For the second half of 2009,
Nortek estimates that it will pay roughly $115.2 million in
principal and interest payments on its indebtedness.  In the
fiscal year ending December 31, 2010, the total of principal and
interest payments on Nortek's indebtedness is roughly $146.6
million.

Nortek's principal sources of liquidity include roughly $124.1
million of unrestricted cash and cash equivalents at July 4, 2009,
cash flow from Nortek's subsidiaries in 2009 and Nortek's
subsidiaries' unrestricted cash and cash equivalent balances of
roughly $47.9 million at July 4, 2009.

Nortek is under no obligation to make any distribution or other
payment to NTK Holdings even if Nortek has available cash and the
making of such a payment is permitted by the terms of Nortek's
existing indebtedness.  In light of Nortek's own substantial
indebtedness and liquidity needs, NTK Holdings believes there is a
substantial likelihood that Nortek will choose not to make a
distribution or other payment to NTK Holdings sufficient to enable
NTK Holdings to make the payments due in 2010 on its outstanding
indebtedness, including the payment due on March 1, 2010, under
its 10-3/4% Senior Discount Notes.

If NTK Holdings and Nortek are not successful in restructuring
their indebtedness, the failure by NTK Holdings to make the
payments will constitute events of default under the terms of the
documentation governing such indebtedness and will permit the
holders of such indebtedness to accelerate the payment of such
indebtedness in full.  Such defaults, including cross defaults
under NTK Holdings' senior unsecured loan facility, and any
related acceleration will likely require additional equity or a
restructuring of the indebtedness, whether pursuant to privately
negotiated transactions or under supervision of an appropriate
court proceeding.

                    Change of Control of Nortek

A change of control may constitute an event of default under
Nortek's ABL Facility and would also require Nortek to offer to
purchase its 10% Senior Secured Notes due 2013 and 8-1/2% Senior
Subordinated Notes due 2014 at 101% of the principal amount
thereof, together with accrued and unpaid interest, and a default
of Nortek's ABL Facility would trigger a cross-default under the
indentures governing substantially all of NTK Holdings' and
Nortek's indebtedness.  The failure of Nortek to complete the
purchase of any notes tendered pursuant to such offer, whether due
to lack of funds or otherwise, would constitute an event of
default under the indentures governing such notes.  Such defaults,
including cross defaults under substantially all of Nortek's
outstanding indebtedness, and any related acceleration will likely
require additional equity or a restructuring of the indebtedness,
whether pursuant to privately negotiated transactions or under
supervision of an appropriate court proceeding.

                    Cost Reduction Initiatives

During 2008, and continuing into the first half of 2009, the
Company instituted cost reduction measures by implementing
initiatives to significantly reduce discretionary spending and
achieve reductions in workforce across all of its businesses given
the rapidly changing and challenging economic environment.  The
Company expects to reduce expense levels by an amount between $50
million and $60 million in 2009 over 2008 levels, of which the
Company estimates roughly $19.7 million and $39.5 million in cost
reductions were achieved during the second quarter and first half
of 2009, respectively, as compared to the same periods of 2008.

                              Outlook

The Company's outlook for the remainder of 2009 is for the
challenging market conditions to continue.  Additionally, the weak
economy and credit market is expected to continue to impact the
level of residential new construction, as well as consumer
confidence and the related spending on home remodeling and repair
expenditures.  The Company is looking at its business with a long-
term view and a continued focus on its low-cost country sourcing
strategy and cost reduction initiatives.  Balance sheet management
is an extremely important priority for all of the Company's
businesses so it can maximize cash flow from operating activities.
During this challenging environment, the Company will only fund
necessary capital investments that will improve its business
operations.

NTK Holdings expects EBITDA for its fiscal year 2009 to be between
a loss of $115.0 million and $105.0 million, which are both net of
an estimated $250.0 million non-cash goodwill impairment charge
that occurred in the second quarter of 2009.

In the second half of 2009, the Company expects to repay roughly
$30.0 million of indebtedness under Nortek's ABL Facility.

A discussion on the Company's 2009 Guidance is available at no
charge at http://ResearchArchives.com/t/s?4351

At December 31, 2008, the Company's Best subsidiary was not in
compliance with a maintenance covenant with respect to two loan
agreements with aggregate borrowings outstanding of roughly $6.8
million.  Non-compliance with the two long-term debt agreements
would have resulted in non-compliance with two other long-term
debt agreements totaling roughly $5.3 million at December 31,
2008.  The Company's Best subsidiary obtained waivers from the
bank, which indicated that the Company's Best subsidiary was
not required to comply with the maintenance covenant as of
December 31, 2008.  The next measurement date for the maintenance
covenant is for the year ended December 31, 2009 and the Company
believes that it is probable that its Best subsidiary will not be
in compliance with the maintenance covenant when their assessment
of the required calculation is completed in the first quarter of
2010.  The Company and its Best subsidiary are currently in
negotiations to refinance these two loan agreements; however as of
July 4, 2009, a definitive agreement was not signed.

The Company has classified roughly $6.1 million of outstanding
borrowings under such "long-term debt" agreements as a current
liability on its consolidated balance sheet at July 4, 2009.  The
Company and its Best subsidiary will continue to negotiate the
refinancing of the debt obligations; however no assurance can be
given that it will be successful in obtaining a refinancing,
amendment or waiver on terms acceptable to the Company.
Accordingly, Nortek could be required to repay the long-term
portion of roughly $6.1 million at December 31, 2009 related to
these loans in an event of non-compliance.

In May 2009, Moody's affirmed its debt ratings for Nortek and NTK
Holdings of "Caa2" and affirmed its negative outlook.  Moody's
rating affirmation reflected the Company's high leverage, reduced
financial flexibility and the anticipated continuing difficulties
in the new home construction market and depressed home values on
the Company's 2009 financial performance.

In April 2009, Standard & Poor's Ratings Services lowered its
corporate credit rating on Nortek and issued a negative outlook.
Additionally S&P lowered the issue-level rating on Nortek's 10%
senior secured notes due 2013 and on Nortek's 8-1/2% senior
subordinated notes due 2014.  In addition, S&P lowered the
corporate credit rating on NTK Holdings and lowered the issue-
level rating on NTK Holdings' 10-3/4% senior discount notes due
2014.

Nortek Inc., a wholly owned subsidiary of Nortek Holdings, Inc.,
which is a wholly owned subsidiary of NTK Holdings, Inc., is a
diversified global manufacturer of innovative, branded residential
and commercial ventilation, HVAC and home technology convenience
and security products.  Nortek offers a broad array of products
including: range hoods, bath fans, indoor air quality systems,
medicine cabinets and central vacuums, heating and air
conditioning systems, and home technology offerings, including
audio, video, access control, security and other products.


NTK HOLDINGS: Moody's Downgrades Corporate Family Rating to 'Caa3'
------------------------------------------------------------------
Moody's Investors Service downgraded NTK Holdings, Inc.'s
Corporate Family Rating and Probability of Default Rating to Caa3
from Caa2.  The outlook is negative.

The downgrade follows the recent announcement by Nortek that it is
taking a $250 million goodwill impairment charge in 2Q09 ended
July 4, 2009, associated with the company's Home Technology
Products reporting unit.  Moody's believes that the charge
indicates that the level of cash flow that can reasonably be
expected is lower than previously projected.  Even though the
company's air conditioning business is performing reasonably well,
its other businesses continue to be stressed due to pressures
surrounding the residential construction and remodeling end
markets.  Further dampening residential construction spending is
the ongoing turmoil in the credit markets and the lack of third-
party funding for new projects.  Also, individual homeowners are
unlikely to undertake large discretionary remodeling projects due
to uncertainty surrounding the general economy and reduced home
equity values.  Nortek also indicated that it may seek a "pre-
packaged" plan of reorganization.  Moody's believes that the
potential for a reorganization and the continuing operating
pressures facing Nortek will likely result in liquidity pressures
and worsening credit metrics indicative of the lower rating.

The negative outlook incorporates Moody's views that Nortek's
highly leveraged capital structure is inhibiting its financial
flexibility as it faces considerable operational challenges and
refinancing risks in the near-term as the company contends with
the significant deterioration in demand for its products.

These ratings/assessments were affected by this action:

NTK Holdings, Inc.

* Corporate Family Rating downgraded to Caa3 from Caa2;

* Probability of Default Rating downgraded to Caa3 from Caa2; and,

* $396.1 million Senior Discount Notes due 2014 affirmed at Ca
  (LGD5, 89%).

Nortek, Inc.

* $743.5 million Senior Secured Notes due 2013 downgraded to Caa1
  (LGD2, 24%) from B3 (LGD2, 28%); and

* $625.0 million Senior Subordinated Notes due 2014 downgraded to
  Ca (LGD4, 65%) from Caa3 (LGD4, 69%).

The last rating action was on May 11, 2009 at which time Moody's
affirmed NTK Holdings, Inc.'s Corporate Family Rating at Caa2.

NTK Holdings, Inc., headquartered in Providence, Rhode Island, is
a diversified manufacturer of branded, residential and commercial
ventilation, HVAC, and home technology convenience and security
products.  Its products include range hoods and other ventilation
products, heating and air conditioning systems, indoor air quality
systems, and home technology products.  Revenues for the last
twelve month through July 4, 2009, totaled approximately
$2.0 billion.


PACIFIC EDUCATION: Confirmation Hearing Scheduled for Sept. 22
--------------------------------------------------------------
On August 21, 2009, the United States Bankruptcy Court for the
Northern District of California preliminarily approved the form of
the Combined Plan and Disclosure Statement under Chapter 11 of the
Bankruptcy Code, Dated as of July 31, 2009 (As Amended on
August 21, 2009) for use by Pacific Education Foundation in
soliciting acceptances or rejections of its creditor repayment
plan and emergence from bankruptcy from holders of impaired claims
who are (or may be) entitled to receive distributions under the
Plan.

On September 22, 2009, at 9:30 a.m., the Bankruptcy Court will
conduct a hearing to consider final approval of the Plan Document
and confirmation of the Plan.  Objections to adequacy of the Plan
Document and confirmation of the Plan must: (a) be in writing, (b)
state the name and address of the objecting party and the nature
of the claim or interest of such party, (c) state with
particularity the basis and nature of any objection, and (d) be
filed and served by September 8, 2009.

Pacific Education Foundation fka Heald College --
http://www.heald.edu/-- is a regionally-accredited private career
college with campuses across the western United States.  The
Debtor sought protection under Chapter 11 (Bankr. N.D. Calif. Case
No. 08-30199) on Feb. 8, 2008.  David A. Honig, Esq., and Brian Y.
Lee, Esq., at Winston & Strawn, L.L.P., in San Francisco,
represent the Debtor.  At the time of the chapter 11 filing, the
Debtor estimated its assets and debts at less than $10 million.


PACKAGING DYNAMICS: Moody's Confirms Credit Ratings
---------------------------------------------------
Moody's Investors Service confirmed all the credit ratings of
Packaging Dynamics Corporation, while changing the ratings outlook
to negative.  This action concludes the review for possible
downgrade initiated on May 14, 2009.  The negative outlook
reflects key credit metrics, including financial leverage, that
are very weak for the B2 rating category.  Any sequential
deterioration in quarterly revenue and profitability or adverse
change in the capital structure could lead to a downgrade.

Packaging Dynamics' B2 Corporate Family Rating is supported by the
Food Packaging segment's relatively steady performance, recent
volume stabilization in the Specialty Papers and Specialty
Laminations businesses, restructuring initiatives that have helped
to reduce the cost structure and improve margins, and an adequate
liquidity profile.  Nonetheless, demand continues to be weak for
industrial, building, and specialty papers and Moody's do not
anticipate a material rebound in 2009.  While operating results
are not expected to fall below levels reported in the second
quarter of 2009, EBITDA is significantly lower than previously
anticipated and there is minimal room in the current rating
category for further deterioration in profitability.

In Moody's opinion, Packaging Dynamics' liquidity profile
continues to benefit from adequate revolver availability and
modest covenant restrictions.  At June 30, 2009, approximately
$35 million was outstanding and $45 million available on the
$125 million senior secured revolver, after consideration of
borrowing base limitations and letters of credit.  The revolving
credit facility, which is scheduled to mature in June 2011,
contains a fixed charge covenant that does not spring unless
availability falls below $15 million.  Moody's anticipates
positive free cash flow generation over the next four quarters,
partly due to funds received under the Alternative Fuel Mixture
Credit program.  Revolver availability is expected to be
maintained at or above the current level.

Moody's confirmed these ratings:

* $126 million senior secured term loan due 2013, B1 / LGD3 (to
  34% from 38%)

* $150 million senior subordinated notes due 2016, Caa1 / LGD5 (to
  83% from 86%)

* Corporate Family Rating, B2

* Probability of Default Rating, B2

The last rating action occurred on May 14, 2009, when Moody's
placed all of Packaging Dynamics' ratings on review for possible
downgrade.

Packaging Dynamics Corporation is a leading flexible packaging and
specialty papers company headquartered in Chicago, Illinois.  The
company is privately held and generated revenues of $725 million
in the twelve months ended June 30, 2009.


PEACH HOLDINGS: S&P Raises Ratings to 'CCC+'; Outlook is Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on Peach Holdings Inc. to 'CCC+' from 'SD'.

At the same time, S&P raised the issue-level rating on the
company's remaining outstanding senior secured bank loan to 'CCC-'
from 'D', but revised the recovery rating on the loan to '6' from
'3'.

The outlook is negative.

"Our ratings on Peach reflect the limited funding available for
the company's asset originations, the negative tangible equity at
the operating level originating from a 2006 leveraged buyout, low
barriers to entry for potential well-funded competitors, and the
opportunistic nature of business flows," said Standard & Poor's
credit analyst Adom Rosengarten.  "The ratings also consider the
company's modest credit risk exposures and strong product demand."

The revising of the recovery rating on Peach's $335 million,
senior secured bank loan reflects its revised view of the value of
collateral supporting this obligation.  Given current credit
market conditions, S&P now believe that interested parties may not
be willing to pay a meaningful sum for Peach's intellectual
property.

Also, the lack of asset-backed securities market access or
short-term funding alternatives for traditional participants in
this industry further reduces the value of a database containing
customer leads, given that virtually all industry players have
relied on market-based sources to fund structured settlement
purchases.

S&P's revised default scenario therefore contemplates a
significantly reduced value for Peach's intellectual property.
S&P believes the value of the collateral could be enhanced if
funding markets normalize for these asset classes.

Based on this analysis, lenders could expect to realize negligible
(0% to 10%) recovery of principal on the first-lien loan, which
reflects a recovery rating of '6'.


PERFECT CLIMATE: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Perfect Climate Heating and Air Conditioning, Inc.
        11232 St. Johns Industrial Pkwy N., Suite 4
        Jacksonville, FL 32246

Bankruptcy Case No.: 09-07171

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Sunseeker Investments, Inc.                        09-07172

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Debtor's Counsel: Robert D. Wilcox, Esq.
                  Wilcox Law Firm
                  Enterprise Park
                  4190 Belfort Road, Suite 315
                  Jacksonville, FL 32216
                  Tel: (904) 281-0700
                  Fax: (904) 513-9201
                  Email: rwilcox@wilcoxlawfirm.com

Total Assets: $86,282

Total Debts: $2,187,292

A full-text copy of the Debtors' petition, including a list of
their 14 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/flmb09-07171.pdf

The petition was signed by Bobby Beavers, agent of the Company.


PINNACLE YACHT: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pinnacle Yacht International, Inc.
        17 Leroy Avenue
        Newport, RI 02840

Bankruptcy Case No.: 09-13315

Chapter 11 Petition Date: August 26, 2009

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

Debtor's Counsel: Richard M. Fisher, Esq.
                  Macioci & Fisher
                  Attorneys & Counselors at Law
                  130 Touro Street
                  Newport, RI 02840
                  Tel: (401) 846-4700
                  Fax: (401) 847-9116
                  Email: mfs130t@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
2 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/rib09-13315.pdf

The petition was signed by Marvin Keith, president of the Company.


PLAINFIELD APARTMENTS: Hires Webster Della Fera as Attorneys
------------------------------------------------------------
The Hon. Morris Stern of the U.S. Bankruptcy Court for the
District of New Jersey authorize Plainfield Apartments LLC to
employ Webster, Della Fera & Sodono, P.C., as its attorney.

The firm, among other things, has agreed to advise the Debtor with
respect to the power, duties and responsibilities in the continued
management of its properties and financial affairs as debtor,
including the rights and remedies of the debtor-in-possession with
respect to its assets and with respect to the claims of creditors.

The firm will be paid at these rates:

   Designation            Hourly Rate
   -----------            -----------
   Partners               $325 to $500
   Associates             $185 to $290
   Law Clerks/Paralegals  $165 to $170

The Debtor assures the Court that the firm is a disinterested
person under Section 101(14) of the Bankruptcy Code.

Plainfield Apartments, LLC, is a real estate company based in
Plainfield, New Jersey.  It filed for Chapter 11 on August 7
(Bankr. D. N.J. Case No. 09-30679).  Richard D. Trenk, Esq., at
Trenk, DiPasquale, Webster, Della Fera & Sodono, P.C., assists the
Company in its restructuring efforts.  The Company, in its
petition, listed $14,181,853 in assets and $17,587,846 in debts.

An affiliate, Fulton-Harrison LLC, filed for protection in the
same court on July 29, 2009 (Case No. 09-29666).


PLAINFIELD APARTMENTS: Levy and Brach to Serve as Special Counsel
-----------------------------------------------------------------
The Hon. Morris Stern of the U.S. Bankruptcy Court for the
District of New Jersey authorized Plainfield Apartments LLC to
employ Levy, Ehrlich & Petriello, P.C., and Brach Eichler L.L.C.,
as its special counsel.

Levy Ehrlich has agreed to perform landlord/tenant claims and
disputes, municipal court matters, "small claims" type cases, and
Department of Community Affairs administrative type matters the
Debtor, as may be necessary and appropriate herein.

Brach Eichler is expected to perform corporate, real estate, tax
appeals and related legal services for the Debtor.

Levy Ehrlich senior partners bills $295 per hour while Brach
Eichler senior partners charges $675 per hour for this engagement.

The Debtor assured the Court that both firms is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Plainfield Apartments, LLC, is a real estate company based in
Plainfield, New Jersey.  It filed for Chapter 11 on August 7
(Bankr. D. N.J. Case No. 09-30679).  Richard D. Trenk, Esq., at
Trenk, DiPasquale, Webster, Della Fera & Sodono, P.C., assists the
Company in its restructuring efforts.  The Company, in its
petition, listed $14,181,853 in assets and $17,587,846 in debts.

An affiliate, Fulton-Harrison LLC, filed for protection in the
same court on July 29, 2009 (Case No. 09-29666).


PLAINFIELD APARTMENTS: Section 341(a) Meeting Set for September 9
-----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Plainfield Apartments, LLC's Chapter 11 case on Sept. 9, 2009,
at 9:00 a.m.  The meeting will be held at the Office of the US
Trustee, Raymond Blvd., One Newark Center, Suite 1401, Newark, New
Jersey.

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.

Plainfield, New Jersey-based Plainfield Apartments, LLC, filed for
Chapter 11 on Aug. 7, 2009 (Bankr. D. N.J. Case No. 09-30679).
Richard D. Trenk, Esq., at Trenk, DiPasquale, Webster, Della Fera
& Sodono, P.C., represents the Debtor in its restructuring
efforts.  In its petition, the Debtor, in its petition, listed
total assets of $14,181,853 and total debts of $17,587,846.

An affiliate, Fulton-Harrison LLC, filed for protection in the
same court on July 29, 2009 (Case No. 09-29666).


QUEBECOR MEDIA: DBRS Assigns 'BB' Issuer Rating
-----------------------------------------------
DBRS has assigned an Issuer Rating of BB (low) to Quebecor Media
Inc.  The Issuer Rating remains the same as the implicit Issuer
Rating that would have applied previously.  DBRS has upgraded the
ratings of QMI's Secured Debt to BB (high) from BB (low) and
raised the Senior Notes rating to BB (low) from B (high).  The
trends are all Stable.

The higher debt ratings are pursuant to DBRS's leveraged finance
rating methodology, which is applied to all companies with non-
investment-grade issuer ratings.  Using this methodology, DBRS has
assigned an RR1 recovery rating to QMI's Secured Debt, which
reflects an expected 90%-100% recovery under a distress scenario.
As a result, the Secured Debt is rated two notches higher than
QMI's BB (low) Issuer Rating.  An upgrade of only two notches is
given to this secured debt (even though with the RR1 rating, a
three-notch upgrade is possible), as QMI is a holding company that
is one level away from the operating assets of the companies whose
shares collateralize this debt.

In addition, given its average expected recovery (30%-50%), DBRS
has assigned a RR4 recovery rating to QMI's Senior Notes and a BB
(low) instrument rating, which is the same as its Issuer Rating.
The actions here apply to QMI's debt at the corporate level, and
match similar actions taken at its subsidiaries, Vid‚otron Lt‚e
(Videotron) and Sun Media Corporation (Sun Media).

QMI's corporate Issuer Rating is based on its own leverage and the
cash flow from its major operating subsidiaries - Videotron
(Issuer Rating at BB (high)), Sun Media (Issuer Rating at BB),
Osprey Media (not rated) and TVA Group Inc.  Videotron's strong
operating performance has driven earnings growth for the past two
years, which has reduced its financial risk.

Videotron continues to benefit from its strong position in the
Quebec market (passing 2.5 million homes) and its triple-play
growth in digital TV, high-speed Internet, and telephony
subscribers.  This has increased ARPU and reduced churn.  DBRS
expects these growth drivers to remain in place for Videotron in
2009 and 2010.  This growth is expected to more than offset the
expected startup operating costs associated with its new wireless
network. While wireless is a highly competitive market in Canada,
DBRS believes that with its existing subscribers, bundling
capabilities and distribution channels, Videotron should be
successful in extending into wireless despite significant
competition for this service.

On the other hand, Sun Media's operating performance has come
under pressure, with the downturn in the Canadian economy, the
cyclical nature of its business and the pressure from the
structural change in advertising.  Advertisers are spending less
and shifting to online formats.  Sun Media is attempting to combat
this by increasingly moving its content online, ramping up its
free daily strategy in most major markets and streamlining its
cost structure.  Sun Media's significant de-leveraging effort in
2007 has reduced its financial risk and now appears reasonable in
this current downturn.  Should these cyclical and secular
pressures persist and intensify, leading to negative cash flow and
higher leverage, there would be downward pressure on Sun Media's
ratings.

DBRS expects that Videotron, Sun Media, Osprey Media and the
Company's other subsidiaries will have the capacity to contribute
over $400 million in cash distributions to QMI in 2009, which
should more than cover expected interest and corporate expenses,
as well as QMI's external dividend payment, during the year.  In
addition, QMI continues to maintain good liquidity, with roughly
$100 million available under its undrawn revolving credit
facility.  As a result, DBRS expects QMI to be able to maintain
its ratings at the current level through 2009 and 2010.  However
if the subsidiaries' cash flows decline or capex becomes
aggressive, leading to increased leverage, the group's ratings
could come under pressure.

Quebecor Media, Inc. is one of Canada's leading media companies,
with activities in cable distribution, residential and mobile
wireless telecommunications, newspaper publishing, television
broadcasting, book, magazine and video retailing, publishing and
distribution, music recording, production and distribution and new
media services.  It is based in Quebec, Canada.

As reported in the Troubled Company Reporter on April 10, 2008,
Standard & Poor's Ratings Services assigned its debt issue and
recovery ratings to Montreal-based Videotron Ltee's proposed $350
million senior unsecured notes due April 2018.  Videotron is a
subsidiary of Quebecor Media Inc.  The notes and the guarantees
are senior unsecured obligations of Videotron, ranking equally
with all existing and future unsecured unsubordinated debt of the
company.  The notes are rated 'BB-' (the same as the corporate
credit rating on Quebecor Media), with a recovery rating of '4',
indicating lenders can expect average (30%-50%) recovery in the
event of a payment default.


READER'S DIGEST: $150MM DIP Facility Requires Ch. 11 Exit by May
----------------------------------------------------------------
The recent and unexpected global economic crisis has adversely
impacted The Reader's Digest Association Inc. and its units'
financial condition, as well as their ability to maintain the
liquidity they require to operate their business.  Much like that
of their competitors, the Debtors' advertising, retail and
subscription revenues have declined in the past year, reducing
profitability.  Withdrawal of foreign lines of credit and pressure
from trade creditors have also weakened the Debtors' liquidity
position in the period leading up to the commencement of their
Chapter 11 cases.  As a result, the Debtors' ability to maintain
working capital sufficient to operate their businesses has
significantly declined.  At the same time, the Debtors faced
progressively unsustainable debt service obligations related to
their significant funded debt.

Prior to the Petition Date, the Debtors discussed with a steering
committee of their prepetition secured lenders regarding a
restructuring of their prepetition obligations, including an
incremental financing the Debtors would need in the event they
were required to commence Chapter 11 cases.  The Debtors
ultimately concluded that they would require $150 million in
financing and would need immediate access, with little or no
delay, to the Cash Collateral and at least $100 million in
postpetition financing to avoid immediate and irreparable harm to
their estates.

By this motion, the Debtors seek authority from Judge Robert D.
Drain of the U.S. Bankruptcy Court for the Southern District of
New York, on an interim basis, to obtain postpetition financing in
a principal amount not to exceed $100,000,000 and other financial
accommodations, pursuant to the terms and conditions of a Credit
and Guarantee Agreement among The Reader's Digest Association,
Inc., as borrower, the other Debtors, as guarantors, JPMorgan
Chase Bank, N.A., as administrative agent, and the DIP lenders.

The Debtors also ask for the entry of a final order, among other
things, authorizing the relief granted in the Interim DIP Order on
a permanent basis, and providing the Debtors authority to obtain
postpetition loans and other financial accommodations under the
DIP Facility in a principal amount not to exceed $150,000,000.

The Debtors further seek authority from the Court to cash
collateralize the letters of credit under the Credit Agreement
dated March 2, 2007, among RDA Holding Co., Reader's Digest and
certain of its affiliates, as borrowers, JPMorgan, as agent, which
LOCs are issued and outstanding in the aggregate face amount of
$6,300,000; to cause the issuance and cash collateralization of
replacements in the aggregate outstanding face amount of up to
$4,700,000; and to cause the issuance and cash collateralization
of supplemental and new LOCs in an aggregate face amount not to
exceed $5,500,000.

Proceeds of the DIP Facility will be used for working capital and
other general corporate purposes of the Debtors, including to pay
interest, fees and expenses in connection with the DIP Facility
and to make intercompany loans to certain foreign subsidiaries and
cash collateralize letters of credit to the extent permitted by
the DIP Agreement.

The DIP Agreement will terminate at the earliest of (a) nine
months after the Closing Date or, if extended upon satisfaction of
certain preconditions, 12 months after the Closing Date; (b) 45
days after the entry of the Interim DIP Order if the Final DIP
Order has not been entered prior to the expiration of that period;
(c) the effective date of a Chapter 11 plan of reorganization for
the Debtors; and (d) the acceleration of the DIP Loans in
accordance with the DIP Agreement.

Upon satisfaction of the conditions set forth in the DIP Agreement
and exit facility sheet, the DIP Loans will be continued as or
converted into exit financing for the Debtors.  The DIP Agreement
will terminate and be superseded and replaced by the Exit Credit
Agreement.

Under the DIP Agreement, the Borrower may elect either Base Rate
or Eurodollar Rate, in each case plus Applicable Margin.

"Base Rate," means the greatest of the:

      * rate of interest publicly announced by JPMorgan as its
        prime rate in effect at its principal office in New York
        City;

      * federal funds effective rate from time to time, plus
        0.5%; and

      * Eurodollar Rate for a one month Interest Period plus 1%.
        As of the Petition Date, the Base Rate is equal to 4.5%;
        or

"Eurodollar Rate" means the greater of:

      * the rate for deposits in dollars for a period equal to
        one, two, three or six months, at Borrower's option,
        appearing on the Reuters Screen LIBOR01 Page; and

      * 3.5%.  As of the Petition Date, the Eurodollar Rate is
        equal to 3.5%; plus

"Applicable Margin" means:

      * initially, 9% per annum with respect to Base Rate
        Loans, and 10% per annum with respect to Eurodollar
        Loans; and

      * if the Twelve Month Facility Extension Option is
        exercised, 10% per annum with respect to Base Rate
        Loans, and 11% per annum with respect to Eurodollar
        Loans.

The default interest rate is equal to 2% per annum above the then
applicable rate.

The DIP Agreement also contemplates that the Debtors will pay
these fees:

  Unused Commitment              2.0% per annum on the daily
                                 average unused portion of the
                                 Commitments payable monthly in
                                 arrears and on the Termination
                                 Date

  Upfront and other              Set forth in separate fee
  Arrangement Fees               letters in favor of certain of
                                 the initial Lenders

  Exit                           1% of the aggregate amount of
                                 DIP Loans prepaid or repaid or
                                 Commitments terminated or
                                 reduced, or 3% of the aggregate
                                 principal amount of any DIP
                                 Loans continued or converted
                                 into exit financing, if
                                 applicable

Subject to the Carve-Out, as security for the DIP Obligations, the
DIP Agent will be granted:

  -- a valid, binding, continuing, enforceable, fully perfected
     first priority lien on, and security interest in, all
     property of the Debtors, except for more than 65% of the
     Debtors' capital stock in foreign subsidiaries;

  -- a valid, binding, continuing, enforceable, fully perfected
     junior lien on and security interest in all of the Debtors'
     property that is subject to valid, perfected and
     unavoidable liens in existence immediately prior to the
     Prepetition Date; and

  -- a binding, continuing, enforceable, fully perfected first
     priority senior priming lien on and security interest in
     all acquired Prepetition Collateral and all its proceeds.

"Carve Out" will mean the sum of (i) all fees required to be paid
to the Clerk of the Bankruptcy Court and to the U.S. Trustee, and
(ii) the payment of accrued and unpaid professional fees, costs
and expenses incurred by persons or firms retained by the Debtors
and the Committee, in an aggregate amount not exceeding
$10,000,000, plus all unpaid Professional Fees allowed by the
Court at any time that were incurred on or prior to the delivery
of the Carve Out Notice.  The Carve Out will not be available to
pay any Professional Fees incurred in connection with the
initiation or prosecution of any claims, causes of action,
adversary proceedings or other litigation against the DIP Agent,
the DIP Lenders, the Prepetition Secured Lenders or the
Prepetition Agent, and so long as no Event of Default will have
occurred and be continuing, the Carve Out will not be reduced by
the payment of fees and expenses allowed by the Court and payable
under Sections 328, 330 and 331 of the Bankruptcy Code.

The Events of Default under the DIP Agreement are the usual and
customary for financings of this type, including nonpayment of
principal, interest and fees; defaults under affirmative and
negative covenants; bankruptcy of non-debtors; change of control;
dismissal or conversion of the bankruptcy cases; non-permitted
prepetition debt payments; invalidation of superpriority claims;
failure to comply with Employee Retirement Income Security Act
rules and regulations; failure to comply with bankruptcy orders
and certain milestones; entry of an order granting superpriority
claims to other creditors; and timing for the filing and
confirmation of a bankruptcy plan, liens and guarantees.

The DIP Agreement contemplates these deadlines and milestones
relating to the filing of the Chapter 11 plan of reorganization
and disclosure statement, including:

  (a) On or before the date that is 75 days from the Petition
      Date, or November 7, 2009, the Debtors will file a Chapter
      11 plan of reorganization and related disclosure statement
      with the Court;

  (b) On or before the date that is 115 days from the Petition
      Date, or December 17, 2009, the Court will have entered an
      order approving the adequacy of the Debtors' disclosure
      statement;

  (c) On or before the date that is 80 days following entry of
      the order approving the disclosure statement, or by
      March 7, 2010, or, if the Debtors have met the conditions
      for the additional three-month extension, 120 days
      following entry of the Disclosure Statement Order, or by
      April 16, 2010, the Court will have entered an order
      confirming the Debtors' Plan; and

  (d) On or before the date that is 30 days following entry of
      the confirmation order, or April 6, 2010, or if extended,
      May 16, 2010, the Debtors' Plan will go effective.

The DIP Agreement provides for this Minimum Cumulative
Consolidated EBITDA at certain dates:

                                       Cumulative
Date                             Consolidated EBITDA
----                             -------------------
August 31, 2009                      $115,000,000
September 30, 2009                   $115,000,000
October 31, 2009                     $115,000,000
November 30, 2009                    $120,000,000
December 31, 2009                    $120,000,000
January 31, 2010                     $120,000,000
February 28, 2010                    $120,000,000
March 31, 2010                       $120,000,000
April 30, 2010                       $120,000,000
May 31, 2010                         $120,000,000
June 30, 2010                        $120,000,000
July 31, 2010                        $125,000,000
August 31, 2010                      $125,000,000
September 30, 2010                   $125,000,000

The DIP Agreement also permits the Debtors to make these aggregate
capital expenditures during any three-month period ending on the
last day of each specified calendar month:

                                    Cumulative Three-
                                      Month Capital
                                   Expenditure Amount
                                   ------------------
  August 2009                          $6,000,000
  September 2009                       $6,000,000
  October 2009                         $6,000,000
  November 2009                        $6,000,000
  December 2009                        $6,000,000
  January 2010                         $6,000,000
  February 2010                        $6,000,000
  March 2010                           $6,000,000
  April 2010                           $6,000,000
  May 2010                             $6,000,000
  June 2010                            $6,000,000
  July 2010                            $6,000,000
  August 2010                          $6,000,000
  September 2010                       $6,000,000

The Debtors believe that the DIP Facility will allow them to meet
their liquidity needs, remain competitive in their industry, meet
their obligations to vendors and suppliers while minimizing
disruption to day-to-day operations, fund restructuring costs and
capital expenditures, and satisfy working capital requirements.
The Debtors further believe that their right to convert the DIP
Facility into Exit Facility financing will instill confidence in
the Debtors' stakeholders and allow for an expeditious and
successful emergence from their Chapter 11 cases.

James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, tells the Court that the DIP Agreement is an important part
of a larger deal, as evidenced by the Restructuring Support
Agreement, pursuant to which the Prepetition Secured Lenders party
to the RSA have agreed to support a plan of reorganization with
substantial economic and non-economic benefits to the Debtors'
bankruptcy estates.  The Debtors entered into the RSA with certain
of their shareholders and certain of the Prepetition Secured
Lenders.

The DIP Agreement should be approved because it provides the
Debtors with immediate access to the Cash Collateral, Mr.
Sprayregen contends.  Immediate access to the Cash Collateral will
ensure that the Debtors have sufficient working capital to, among
other things, pay their employees and vendors, enable the Debtors
to honor their prepetition obligations, and satisfy administrative
expenses incurred in connection with the commencement of their
cases, he continues.

By providing the Debtors with the immediate right to use the Cash
Collateral in whichever of the Debtors' accounts it is currently
held, the DIP Agreement also avoids any business disruptions that
would result if the Debtors were required to borrow under a
postpetition facility to replenish their various operating
accounts, Mr. Sprayregen further argues.

A full-text copy of a draft DIP Agreement as of August 21, 2009,
is available for free at:

     http://bankrupt.com/misc/RDA_CreditAgreement_082109.pdf

Thomas A. Williams, The Reader's Digest Association, Inc.'s chief
financial officer and senior vice president, and Jeffrey Finger,
director of Miller Buckfire & Co., LLC, the Debtors' financial
advisor, filed declarations in support of the DIP Motion.

                 Debtors Won Interim Approval

The Court has authorized the Debtors, on an interim basis, to
enter into and perform under the DIP Documents, and borrow under
the DIP Agreement up to an aggregate principal amount of
$100,000,000 for working capital and other general corporate
purposes of the Debtors, including to pay interest, fees and
expenses in connection with the DIP Financing and to make
intercompany loans to foreign subsidiaries to the extent permitted
by the DIP Agreement.

Except to the extent expressly set forth in the Interim Order in
respect of the Carve Out, Judge Drain ruled that all of the DIP
Obligations will constitute allowed senior administrative expense
claims against the Debtors with priority over any and all
administrative expenses, adequate protection claims and all other
claims against the Debtors, provided that the LOC Cash Collateral
will not be subject to the Superpriority Claims and the
Superpriority Claims will not be paid from the LOC Cash
Collateral.

The automatic stay under Section 362 of the Bankruptcy Code is
vacated and modified to the extent necessary to permit the DIP
Agent and the DIP Lenders to exercise their rights and remedies
against the DIP Collateral under the DIP Documents upon the
occurrence and during the continuance of an Event of Default.
Following an Event of Default, the Prepetition Secured Lenders may
not exercise any rights or remedies under the Prepetition Loan
Documents or the Interim Order unless and until all DIP
Obligations have been paid in full in cash and all commitments
thereunder have been terminated.

After all DIP Obligations have been paid and commitments have been
terminated, the Prepetition Secured Lenders may prohibit further
use of the Cash Collateral, and exercise other rights or remedies
as provided in the Prepetition Loan Documents.  If, prior to the
payment in full in cash of all DIP Obligations and termination of
commitments, the Prepetition Secured Lenders receive any DIP
Collateral or proceeds thereof, the DIP Lenders will have the
right to seek to recover any DIP Collateral or proceeds.

A full-text copy of the Interim Order is available for free
At http://bankrupt.com/misc/RDA_InterimOrder_DIPFinancing.pdf

Judge Drain will commence a hearing on September 17, 2009, at
10:00 a.m., Eastern Time, to consider the final approval of the
DIP Facility.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.


READER'S DIGEST: Gets Access to Cash Collateral Until Sept. 17
--------------------------------------------------------------
As of the Petition Date, The Reader's Digest Association Inc. '
principal capital structure consists of secured revolving and term
loan facilities, senior unsecured notes, and equity.  The Debtors
have outstanding debt for borrowed money in the aggregate
principal amount of approximately $2,183,100,000.

As of the Petition Date, the Debtors held $90 million in cash that
constituted Cash Collateral, approximately only $30 million of
which is available to the U.S. Debtors.

By this motion, the Debtors seek the Court's authority, on an
interim and final basis, to use their cash on hand, cash proceeds
of their prepetition collateral, and other cash that constitutes
the Prepetition Secured Lenders' "cash collateral," as that term
is defined in Section 363(a) of the Bankruptcy Code.

The Debtors are authorized to use the Cash Collateral for working
capital and general corporate purposes in accordance with and
subject to the terms and conditions of the Interim DIP Order and
the DIP Agreement during the period from the Petition Date through
and including the termination date under the DIP Agreement.

James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, contends that immediate access to the Cash Collateral will:

  (a) ensure that the Debtors have sufficient working capital
      to, among other things, pay their employees and vendors;

  (b) enable the Debtors to honor their prepetition obligations
      under and in accordance with other "first-day" orders
      entered by the Court; and

  (c) satisfy administrative expenses incurred in connection
      with the commencement of their Chapter 11 cases.

Absent the use of the Cash Collateral and the proposed financing,
the Debtors will be unable to operate their business or prosecute
their bankruptcy cases, and may be required to immediately shut
down their operations, which will threaten the Debtors'
significant going concern value, Mr. Sprayregen points out.

The Debtors and the Prepetition Secured Lenders have agreed on
consideration that will adequately protect the Prepetition Secured
Lenders' interests in the Debtors' property from diminution in
value caused by the Debtors' use of the Cash Collateral and the
priming of the Prepetition Secured Lenders' liens.

Specifically, the Debtors have agreed to provide, in each case
only to the extent provided under Section 507(b):

  (a) the Adequate Protection Liens -- valid, perfected
      replacement security interests and liens in and on all of
      the DIP Collateral, subordinate to the Permitted
      Prepetition Liens and the DIP Liens; and

  (b) the 507(b) Claims -- superpriority administrative expense
      claims with priority in payment greater than all other
      administrative expense claims allowed in the Debtors'
      Chapter 11 cases and subject only to the Superpriority
      Claims.

In addition, the Debtors have agreed to (x) pay the Adequate
Protection Payments -- fees and expenses of the Prepetition Agent,
the Steering Committee and certain of their professionals; and (y)
provide to the Prepetition Agent any written financial information
or periodic reporting that is provided to, or required to be
provided to, the DIP Agent or the DIP Lenders.

The Debtors should be authorized to use the Cash Collateral
because they have satisfied the requirements of Sections 363(c)(2)
and (e), Mr. Sprayregen tells the Court citing that the
Prepetition Agent and the DIP Lenders have consented to the
Debtors' use of the Cash Collateral.  He adds that the Prepetition
Secured Lenders' interests in the Cash Collateral are adequately
protected in satisfaction of Section 363(e).

"The Debtors are not aware of any entity other than the Debtors
and the Prepetition Secured Lenders that has or purports to have
an interest in the Cash Collateral," Mr. Sprayregen further
asserts.

                         *     *     *

Judge Drain has temporarily authorized the Debtors to use the
Prepetition Collateral, including the Cash Collateral, during the
period from the Petition Date through and including the
termination date under the DIP Agreement for working capital and
general corporate purposes in accordance with and subject to the
terms and conditions of Interim Order and the DIP Agreement,
provided that:

  (a) the Prepetition Secured Lenders are granted adequate
      protection in an amount equal to the aggregate diminution
      in value of the Prepetition Collateral, including
      diminution resulting from the sale, lease or use by the
      Debtors of any Prepetition Collateral, the priming of the
      Prepetition Agent's liens on the Prepetition Collateral by
      the DIP Liens, and the imposition of the automatic stay
      pursuant to Section 362; and

  (b) except on the terms of the Interim Order, the Debtors will
      be enjoined and prohibited from, at any time, using the
      Cash Collateral.

The final hearing for the request is currently set for
September 17, 2009 at 10:00 a.m., Eastern Time.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.


READER'S DIGEST: Meeting to Form Committee on August 31
-------------------------------------------------------
Diana G. Adams, United States Trustee for Region 2, plans to hold
an organizational meeting in the Chapter 11 cases of The Reader's
Digest Association, Inc., and its 47 Debtor-affiliates on
August 31, 2009, Bloomberg News reported.

The purpose of the meeting is to form an official committee or
committees of unsecured creditors in the Debtors' bankruptcy
cases.

The organizational meeting is not the meeting of creditors held
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtors, however, may attend the meeting to provide
information about the status of the Debtors' bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
There must be at least three unsecured creditors willing to serve
in order to form the Committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.


READER'S DIGEST: To File Schedules by October 8
-----------------------------------------------
At the request of Reader's Digest Association Inc. and its
affiliates, the Bankruptcy Court extended until October 8, 2009,
the deadline to file their schedules of assets and liabilities,
schedules of current income and expenditures, schedules of
executory contracts and unexpired leases, and statements of
financial affairs.

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.


READER'S DIGEST: To Pay $90MM in Prepetition Debt to Vendors
------------------------------------------------------------
The Reader's Digest Association Inc. and its units' ability to
retain and grow their customer base and attract corresponding
advertising dollars, according to James H.M. Sprayregen P.C.,
Esq., at Kirkland & Ellis LLP, in New York, depends on the
Debtors' ability to procure goods and services at competitive
prices and fulfill, produce and distribute their products timely
and accurately.  This, in turn, necessitates carefully-
choreographed, highly integrated stages of development, production
and delivery realized through a synchronization of the numerous
third-party suppliers, vendors and service providers within the
Debtors' global supply chain network.

Given the logistical challenges associated with creation,
distribution and customer services related to the Debtors'
products, especially in light of the increasingly global nature of
the Debtors' businesses, the Debtors also outsource to
unaffiliated third parties certain key business processes,
including printing and production, information technology,
customer-related services and distribution and delivery functions.

Based on their books and records as of the Petition Date, the
Debtors estimate they have approximately 1,400 vendors with
outstanding prepetition claims in the amount of approximately
$90 million.

              Proposed Critical Vendor Payments

By this motion, the Debtors seek the Court's authority to pay, in
their sole discretion based on their business judgment, up to
$25 million to a certain class of third-party trade creditors
"critical" to the Debtors' ability to conduct their businesses and
operations.

In return for paying Critical Vendor Claims, the Debtors will
require that the Critical Vendors provide favorable trade credit
terms for the postpetition delivery of goods and services.  The
Debtors propose to condition payment to Critical Vendors upon the
Critical Vendors' agreement to continue supplying goods and
services to the Debtors on terms that are acceptable to the
Debtors in light of customary industry practices.  The Debtors
reserve the right to negotiate Customary Trade Terms with any
vendor demanding terms less favorable to the Debtors to the extent
the Debtors determine those terms are necessary to procure
essential goods or services.  That agreement, once agreed to and
accepted by a Critical Vendor, will be the legally binding
contractual arrangement between the parties governing the
commercial trade relationship.  The Debtors seek authority to
enter into Trade Agreements, if and at the time they determine in
their business judgment that such an agreement is necessary to
their postpetition operations.

The Debtors also explicitly seek authority to pay Critical Vendor
Claims in the event that no Trade Agreement has been reached, if
the Debtors determine, in their business judgment, that failure to
pay the Critical Vendor Claim is likely to result in irreparable
harm to the Debtors' business operations or that a
Trade Agreement is unnecessary or not available.

The Debtors' Critical Vendors constitute a small portion of the
Debtors' trade vendors by both number and dollar amount, Mr.
Sprayregen tells the Court.  The Critical Vendor Cap represents
approximately 27% of prepetition trade obligations.  The class of
Critical Vendors includes suppliers and service providers that (i)
provide unique goods or services that are otherwise unavailable;
(ii) provide good or services that the Debtors are unable to
procure without incurring significant migration costs or
compromising quality; or (iii) do not have long-term written
supply contracts or other relationships with the Debtors so that
they could be compelled to continue providing goods or services to
the Debtors postpetition.  There are also some other Critical
Vendors who, because of their location, are important to the
Debtors' local operations and may be impossible or impractical to
replace.

To preserve needed liquidity, the Debtors do not seek authority to
pay all claims of their Critical Vendors, and the Debtors have not
developed any list of vendors with the understanding that those
vendors would have an entitlement to receive immediate payment of
their prepetition claims.  Nevertheless, the Debtors recognize
that a small number of their most Critical Vendors may, despite
the protections of administrative priority status, refuse to
provide goods or services to the Debtors on a postpetition basis
if the Debtors do not pay all or part of the vendors' prepetition
claims.

According to Mr. Sprayregen, the calculations are based on the
prepetition accounts payable estimates as of August 21, 2009.  As
a result, certain adjustments and reconciliations will be
necessary to account for those invoices that have been issued by
different vendors, but not yet received by the Debtors at the time
of filing the Motion.  Accordingly, the Debtors reserve their
right to ask for an increase in the applicable cap not to exceed
$5 million in the aggregate prior to a final hearing on the Motion
on proper notice.

                Proposed Lien Claimants Payment

The Debtors also seek the Court's authority to pay the prepetition
claims of certain third parties, who may be entitled to assert
various lien claims against the Debtors or their property or other
assets if the Debtors fail to pay for prepetition goods or
services, and seek immediate authority to pay up to $8 million on
account of Lien Claimants.

The Debtors routinely contract with and rely on certain Lien
Claimants, including, companies that provide storage, warehousing,
shipping and delivery services.

To avoid undue delay and facilitate the uninterrupted operation of
the Debtors' business, the Debtors seek immediate authority to pay
and discharge, on a case-by-case basis and in their sole
discretion, the claims of all Lien Claimants that have given or
could give rise to a lien against the Debtors' estates, regardless
of whether those Lien Claimants have already perfected their
interests.  Nothing will preclude the Debtors, their lenders or
any other party-in-interest from challenging the validity or
extent of any lien and seeking disgorgement of any payments made
pursuant to the Lien Claimants Payment Procedures.

The Debtors also ask the Court to direct applicable banks and
financial institutions to receive, process, honor and pay all
related checks issued and electronic payment requests.

Albert Perruzza, Senior Vice President, Global Operations,
Information Technology and Business Redesign of The Reader's
Digest Association, Inc., in a declaration, states that payment of
amounts owed to Critical Vendors and Lien Claimants not only
preserves long-term business relationships, but also preserves to
reduce the Debtors' exposure to costly delivery interruptions
resulting from a refusal by the parties to release goods in their
possession prior to payment of their claim.  Mr. Perruzza adds
that paying the Critical Vendor and Lien Claimants Claims will
help ensure the integrity of the Debtors' supply chain, provide
significant liquidity to maintain profitable operations and
production levels and, ultimately, preserve the value of their
businesses and estates.

                         *     *     *

The Debtors are authorized on an interim basis, but not directed,
to pay the prepetition claims of the Critical Vendors, whom the
Debtors determine are critical to their ability to conduct
postpetition operations, and who agree to continue to supply goods
or services to the Debtors postpetition on terms and conditions
acceptable to the Debtors in their sole discretion in accordance
with the payment procedures in the request, in an aggregate amount
not to exceed $25 million.  The Court will convene a final hearing
on the motion on September 17, 2009.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.


RED MOUNTAIN: Can Hire Engelman Berger as Counsel
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Red Mountain Machinery Company and its debtor-affiliates to employ
Engelman Berger P.C. as its counsel.

The firm has agreed to render legal services for the Debtors in
their capacities as debtor-in-possession, advise management with
respect to the powers and duties of the Debtors, and represent the
Debtors at the U.S. Trustee interview, among other things.

The firm will be paid at these rates:

   Designation                   Hourly Rate
   -----------                   -----------
   Shareholders                  $335-$400
   Associates                    $250-$300
   Paralegals                    $150

The Debtors assured the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Chandler, Arizona-based Red Mountain Machinery Company dba Red
Mountain Holdings, LLC, Red Mountain Pacific, LLC, and BTH, LLC,
and Red Mountain Holdings, LLC, filed for Chapter 11 on August 11,
2009 (Bankr. D. Ariz. Case Nos. 09-19166 and 09-19170).  Steven N.
Berger, Esq., at Engelman Berger, P.C., represents the Debtor in
its restructuring efforts.  In its petition, the Debtor listed
assets and debts both ranging from $10 million to $50 million.


RED MOUNTAIN: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------
Red Mountain Machinery Company and its debtor-affiliates filed
with the U.S. Bankruptcy Court for the District of Arizona a list
of 20 largest unsecured creditors.

A full-text copy of the Debtors' list of creditors is available
for free at http://ResearchArchives.com/t/s?433e

Chandler, Arizona-based Red Mountain Machinery Company dba Red
Mountain Holdings, LLC, Red Mountain Pacific, LLC, and BTH, LLC,
and Red Mountain Holdings, LLC, filed for Chapter 11 on August 11,
2009 (Bankr. D. Ariz. Case Nos. 09-19166 and 09-19170).  Steven N.
Berger, Esq., at Engelman Berger, P.C., represents the Debtor in
its restructuring efforts.  In its petition, the Debtor listed
assets and debts both ranging from $10 million to $50 million.


RED MOUNTAIN: Has Until September 9 to File Schedules
-----------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona extended until Sept. 9, 2009, Red Mountain
Machinery Company and Red Mountain Holdings, LLC's time to file
their respective statements of financial affairs and schedules of
assets and liabilities.

Chandler, Arizona-based Red Mountain Machinery Company dba Red
Mountain Holdings, LLC, Red Mountain Pacific, LLC, and BTH, LLC,
and Red Mountain Holdings, LLC, filed for Chapter 11 on August 11,
2009 (Bankr. D. Ariz. Case Nos. 09-19166 and 09-19170).  Steven N.
Berger, Esq., at Engelman Berger, P.C., represents the Debtor in
its restructuring efforts.  In its petition, the Debtor listed
assets and debts both ranging from $10 million to $50 million.


RED MOUNTAIN: Meeting of Creditors to be Held September 15
----------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Red Mountain Machinery Company and Red Mountain Holdings, LLC's
Chapter 11 cases on Sept. 15, 2009, at 9:00 a.m.  The meeting will
be held at the US Trustee Meeting Room, 230 N. First Avenue, Suite
102, Phoenix, Arizona.

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.

Chandler, Arizona-based Red Mountain Machinery Company dba Red
Mountain Holdings, LLC, Red Mountain Pacific, LLC, and BTH, LLC,
and Red Mountain Holdings, LLC, filed for Chapter 11 on August 11,
2009 (Bankr. D. Ariz. Case Nos. 09-19166 and 09-19170).  Steven N.
Berger, Esq., at Engelman Berger, P.C., 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.


RENAISSANCE RESIDENTIAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Renaissance Residential of Countryside, LLC
        975 North Sterling Avenue
        Palatine, IL 60067

Case No.: 09-31460

Chapter 11 Petition Date: August 26, 2009

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

Judge: John H. Squires

Debtor's Counsel: Richard H. Fimoff, Esq.
                  Robbins, Salomon & Patt Ltd
                  25 E Washington Street, Suite 1000
                  Chicago, IL 60602
                  Tel: (312) 456-0185
                  Fax: (312) 782-6690
                  Email: rfimoff@rsplaw.com

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

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

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


RESERVE PRIMARY: District Court Consolidates 12 Class Suits
-----------------------------------------------------------
Reuters reports that U.S. District Judge Paul Gardephe has
combined 12 lawsuits over the Reserve Primary Fund.

According to Reuters, Judge Gardephe named Third Avenue
Institutional International Value Fund LP -- part of the Third
Avenue fund family overseen by value investor Martin Whitman --
lead plaintiff in the 12 consolidated class-action lawsuits.
Bernstein Litowitz Berger & Grossmann LLP, which represents Third
Avenue, was designated lead counsel, Reuters says.

Third Avenue fund's financial stake in the case "dwarfs" that of
any other proposed lead plaintiff, Reuters says, citing Judge
Gardephe.  Judge Gardephe, Reuters relates, said that Reserve
Primary has already distributed more than 85% of its assets, and
so it would create "waste" and reduce shareholder recoveries to
allow multiple lawsuits.

The Reserve Primary Fund is a large money market mutual fund that
is currently in liquidation.  On September 16, 2008, during the
global financial crisis, it lowered its share price below
$1 because of exposure to Lehman Brothers debt securities.  This
resulted in demands from investors to return their funds as the
financial crisis mounted.  The Reserve had multiple other funds
frozen because of this failure.


RITZ CAMERA: Dana Rosenfeld Appointed Consumer Privacy Ombudsman
----------------------------------------------------------------
Roberta A. DeAngelis, acting United States Trustee for Region 3,
has appointed Dana B. Rosenfeld, Esquire, at Bryan Cave LLP, in
Washington D.C., as the consumer privcy ombudsman in the chapter
11 case of Ritz Camera Centers, Inc., effective as of July 16,
2009.

Section 332(b) and (c) of the Bankruptcy Code provide that:

  (b) the consumer privacy ombudsman may appear and be heard at
      such hearing and shall provide to the court information to
      assist the court in its consideration of the facts,
      circumstances, and conditions of the proposed sale or lease
      of personally identifiable information under Section 363(b)
      (1)(B).  Such information may include presentation of -

      (1) the debtor's privacy policy;

      (2) the potential losses or gains of privacy to consumers
          if such sale or such lease is approved by the court;

      (3) the potential costs or benefits to consumers if such
          sale or such lease is approved by the court; and

      (4) the potential alternatives that would mitigate potential
          privacy losses or potential costs to consumers.

  (c) A consumer privacy ombudsman shall not disclose any
      personally identifiable information obtained by the
      ombudsman under this title.

On July 10, 2009, the Bankruptcy Court directed the U.S. Trustee
to appoint a disinterested person to serve as the consumer privacy
ombudsman, pursuant to Sections 332 and 363(b)(1) of the
Bankruptcy Code.  This order was upon motion of the Debtor in
connection with the sale of substantially all of its assets to a
successful bidder at an auction.

The Bankruptcy Court approved on July 23, 2009, CEO David Ritz's
purchase of the assets of Ritz Camera Centers from the bankruptcy
estate.  The sale closed on July 24.  Mr. Ritz' winning bid was
$33.1 million.

                     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.


RITZ CAMERA: Seeks Extension of Plan Filing Period to September 21
------------------------------------------------------------------
Ritz Camera Centers, Inc., n/k/a RCC Liquidating Corp., asks the
Bankruptcy Court to extend its exclusive period to file a plan
until September 21, 2009, and its exclusive period to solicit
acceptances thereof until November 19, 2009.  This is the Debtor's
second request for extension of its exclusive periods.

The Debtor tells the Bankruptcy Court that prior to the sale to
David Ritz and RCI Acquisition, LLC, it spent substantial time and
effort to ensure the sale of substantially all of its assets was a
success and since the sale, has been working to finalize with the
official committee of unsecured creditors the terms of a proposed
plan and disclosure statement.  The Debtor says it expects to be
in a position to file the plan and disclosure statement before the
end of September 2009.

                     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.


ROMADORA LLC: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Romadora, LLC
        PO BOX 95
        Palm Beach, FL 33480

Bankruptcy Case No.: 09-27842

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Michael A. Kaufman, Esq.
                  1655 Palm Beach Lakes Blvd # 900
                  West Palm Beach, FL 33401
                  Tel: (561) 478-2878
                  Fax: (561) 584-5555
                  Email: michael@mkaufmanpa.com

Total Assets: $1,020,000

Total Debts: $615,685

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

           http://bankrupt.com/misc/flsb09-27842.pdf

The petition was signed by Margaret Hoffmeier, managing member of
the Company.


RONSON CORPORATION: Reports Results of Operations for Q2
--------------------------------------------------------
Ronson Corporation's Loss from Continuing Operations was
($266,000) in the second quarter of 2009 as compared to ($268,000)
in the second quarter of 2008.  The Company's Loss from Continuing
Operations in the first half of 2009 was ($558,000) as compared to
($573,000) in the first half of 2008.

The Company had a Loss from Discontinued Operations in the second
quarter of 2009 of ($215,000) as compared to Earnings from
Discontinued Operations of $30,000 in the second quarter of 2008.
The Company had a Loss from Discontinued Operations of
($1,334,000) in the first half of 2009 as compared to Earnings
from Discontinued Operations of $74,000 in the first half of 2008.

The Loss from Discontinued Operations in the second quarter of
2009 included expenses for increased professional fees of $654,000
(about $393,000 net of income taxes), consisting of legal fees,
fees related to the Chief Restructuring Officer, other increased
fees charged by Wells Fargo and investment banking expenses.  In
the first half of 2009, the Company's Loss from Discontinued
Operations included a forbearance fee of $450,000 (about $270,000
net of income taxes) and the increased professional fees of about
$1,246,000 (about $748,000 net of income taxes).

In March, the Company announced its plan to divest Ronson
Aviation, Inc.  On May 18, 2009, the Company announced that it has
entered into an agreement to sell substantially all of the assets
of the wholly-owned subsidiary, Ronson Aviation.  On August 12,
2009, the Company announced that it has entered into a non-binding
letter of intent to sell substantially all of the assets of Ronson
Consumer Products, including both Ronson Consumer Products
Corporation and Ronson Corporation of Canada Ltd. Therefore, the
operations of Ronson Consumer Products and Ronson Aviation have
been classified as discontinued in the Consolidated Statements of
Operations.  The results of continuing operations include only the
Company.

As reported by the Troubled Company Reporter on August 24, 2009,
Ronson posted a net loss of $481,000 for the three months ended
June 30, 2009, from a net loss of $238,000 for the same period a
year ago.  The Company posted a net loss of $1,892,000 for the
first half of 2009 from a net loss of $499,000 for the first half
of 2008.

As of June 30, 2009, the Company had $16,106,000 in total assets;
and total current liabilities of $12,451,000, long-term debt of
$13,000, other long-term liabilities of $1,937,000, other long-
term liabilities of discontinued operations of $3,553,000;
resulting in stockholders' deficiency of $1,848,000.

                        Going Concern Doubt

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  At June 30,
2009, the Company had both a deficiency in working capital and a
Stockholders' Deficit.  In addition, the Company was in violation
of certain provisions of certain short-term and long-term debt
covenants at June 30, 2009 and December 31, 2008.

The Company's losses and difficulty in generating sufficient cash
flow to meet its obligations and sustain its operations, as well
as existing events of default under its credit facilities and
mortgage loans, raise substantial doubt about its ability to
continue as a going concern.

In March 2009, the Company retained Joel Getzler of Getzler
Henrich as Chief Restructuring Officer, with responsibility for
operations, finance, accounting and related administrative issues,
subject to the authority and reporting to the Company's Board of
Directors.  Getzler Henrich is a corporate turnaround and
restructuring firm which, in addition to its operational
restructuring focus, is experienced in restructuring,
lender/credit relationship management and financing.

                      Wells Fargo Forbearance

On March 30, 2009, the Company and its wholly owned subsidiaries
entered into a forbearance agreement with their principal lender,
Wells Fargo Bank, National Association, under which, as
subsequently amended, Wells Fargo has agreed not to assert
existing events of default under the Company's credit facilities
with Wells Fargo through November 30, 2009, or such earlier date
determined under the forbearance agreement.  As reported by the
Troubled Company Reporter on August 12, the forbearance period may
terminate earlier if, among other events, prior to September 30,
2009, the Company is not party to definitive asset sale
agreements, without financing contingencies, covering its consumer
products and aviation divisions, respectively.

During the forbearance period, Wells Fargo will make available to
the domestic borrowers an overadvance facility in the amount of up
to $1,000,000 to supplement the Company's credit line, the maximum
amount of which has been adjusted to $3.0 million.  During the
forbearance period, the Company will continue to be obligated for
interest at the default rate under the credit and term loan
facilities with Wells Fargo, except for interest on overadvances
that accrue at the bank's prime rate plus 8% per annum, in
addition to a forbearance fee in the amount of $500,000 which will
be charged as an advance under the credit line upon the earlier of
the end of the forbearance period or repayment of all amounts owed
to Wells Fargo.

                      Sale of Ronson Aviation

On May 15, 2009, the Company entered into an agreement to sell
substantially all of the assets of Ronson Aviation, Inc., its
wholly owned subsidiary engaged as a fixed-base operator at
Trenton-Mercer Airport.  Ronson Aviation provides aircraft fueling
and servicing, avionics sales, aircraft repairs and maintenance,
hangar and office leasing and related services.  The Company
procured purchasers so as to maximize the value of Ronson
Aviation, permit it to satisfy outstanding indebtedness, including
to Wells Fargo, and provide working capital to the Company.  The
Company's objective is to consummate a transaction prior to the
end of 2009, subject to obtaining shareholder approval and meeting
other conditions contained in the purchase agreement.

                Sale of Consumer Products Division

On August 12, 2009, the Company announced that it has entered into
a non-binding letter of intent with Zippo Manufacturing Company
for the acquisition of the Company's consumer products division.
The consummation of the transaction is subject, among other
things, to negotiation of definitive documentation, satisfactory
completion by Zippo of its due diligence review of the consumer
products division, final approval by the parties' boards of
directors and approval by the Company's shareholders, receipt of
required third-party consents and various other customary
conditions.

As reported by the Troubled Company Reporter, Ronson was served
with a lawsuit in the United States District Court for the Western
District of Pennsylvania by Zippo regarding the Company's
execution of a non-binding letter of intent to sell substantially
all of the assets of its consumer products division.  Zippo claims
that the Company breached alleged obligations to Zippo by
accepting the bid of a European purchaser in lieu of Zippo's bid,
and seeks to enjoin the Company from negotiating the sale of its
consumer products division with any party other than Zippo.
Following the filing of Zippo's suit, the prospective purchaser
with whom the Company has been in discussions has withdrawn its
proposal.

On August 12, Ronson said the lawsuit was dismissed without
prejudice by Zippo, and the Company entered into a non-binding
letter of intent with Zippo for the acquisition of the consumer
products division.

Most recently, the European purchaser has demanded amounts
aggregating $200,000 to cover its legal fees and expenses
associated with its participation in the sale process.

                       Cost-Cutting Measures

In 2008 and to date in 2009, the Company has taken steps to reduce
its costs and expenses.  Certain salaries to officers and fees to
directors were reduced.  The Company's officers accepted
reductions in management incentive compensation totaling $79,000
related to operating results in 2007 that had been due to be paid
in 2008 and $44,000 in management incentive compensation related
to operating results in 2008.  In the first half of 2009, the
Company reduced its workforce by about 15 persons, or 17% of the
Company's staff.  The Company reduced the health benefits provided
to its employees, and deferred the payment of the Company's
contribution to its defined contribution pension plan.  In
addition, certain employees have temporarily assumed payment of
costs of Company vehicles and costs of life and other insurance.
All payments to directors of the Company, including officers who
are directors, have been deferred.  The Company continues to
review its costs for additional reductions.

Pending consummation of a liquidity transaction, the Company will
continue to effect cost reductions and seek sources of financing,
without which the Company will not be able to fund current
operations beyond the forbearance period.  The Company does not
have a commitment from Wells Fargo to extend the forbearance
period beyond its current duration.  In the event of acceleration
of its indebtedness to Wells Fargo and its outstanding mortgage
loans as a result of existing defaults, the Company would not have
sufficient cash resources to pay such amounts.  There can be no
assurance that the Company will be able to obtain an extension of
its arrangements with Wells Fargo, arrange additional financing or
complete its divestiture plans within its anticipated time frame.

A full-text copy of Ronson's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?429c

The operations of Somerset, New Jersey-based Ronson Corporation
(Pink Sheets: RONC) -- http://www.ronsoncorp.com/-- include its
wholly-owned subsidiaries: 1) Ronson Consumer Products Corporation
in Woodbridge, New Jersey, 2) Ronson Corporation of Canada Ltd.,
and 3) Ronson Aviation, Inc.


ROY GOMEZ: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Roy C. Gomez
           aka Roy C. Gomez, MD
           aka Modern Medical Techologies, Inc.
        281 Linwood Drive
        Richlands, VA 24641

Bankruptcy Case No.: 09-72179

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: William F. Stone, Jr.

Debtor's Counsel: Robert Tayloe Copeland, Esq.
                  Copeland & Bieger, P.C.
                  PO Box 1296
                  Abingdon, VA 24212
                  Tel: (276) 628-9525
                  Fax: (276) 628-4711
                  Email: rcopeland@copelandbieger.com

Total Assets: $4,493,089

Total Debts: $1,863,655

A list of the Company's 9 largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/vawb09-72179.pdf

The petition was signed by Mr. Gomez.


SELMA ROADHOUSE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Selma Roadhouse Companeros, LP
           aka Camino Ranch
        3220 Church Street
        Amarillo, TX 79109

Bankruptcy Case No.: 09-35553

Chapter 11 Petition Date: August 26, 2009

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Jeffery D. Carruth, Esq.
                  Reed & Elmquist, P.C.
                  604 Water St.
                  Waxahachie, TX 75165
                  Tel: (972) 938-7334
                  Fax: (972) 923-0430
                  Email: jcarruth@bcylawyers.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 Cory S. Strickland.


SIRIUS XM: Issues $257 Mil. of 9.75% Senior Secured Notes Due 2015
------------------------------------------------------------------
Sirius XM Radio Inc. on August 24, 2009, issued $257 million
aggregate principal amount of 9.75% Senior Secured Notes due 2015.
Sirius XM used the net proceeds from the sale of the Notes and
cash on hand to terminate and repay in full the Credit Agreement,
dated as of February 17, 2009, among Sirius XM, Liberty Media
Corporation, as administrative agent and collateral agent, and
Liberty Media, LLC, as lender.  Sirius XM had a $250 million term
loan outstanding under the LM Credit Agreement and an roughly
$380,000 purchase money loan outstanding under the LM Credit
Agreement.  Sirius XM did not incur any penalties upon the
termination and repayment of the LM Credit Agreement.  Liberty
Media purchased $50 million aggregate principal amount of Notes in
the offering.

The terms of the Notes are governed by an Indenture, dated as of
August 24, 2009, between Sirius XM and U.S. Bank National
Association, as trustee.  The Notes were sold to J.P. Morgan
Securities Inc., UBS Securities LLC and Morgan Stanley & Co.
Incorporated as initial purchasers.  The Notes were offered to
certain non-U.S. persons pursuant to Regulation S under the
Securities Act of 1933, as amended and to qualified institutional
buyers pursuant to Rule 144A under the Securities Act at a
purchase price equal to 97.248% of their principal amount.
Interest is payable semi-annually in arrears on March 1 and
September 1 at a rate of 9.75% per annum, commencing on March 1,
2010.  The Notes will mature on September 1, 2015.

Satellite CD Radio, Inc., and Sirius Asset Management LLC, Sirius
XM's wholly owned subsidiaries, guarantee the Company's
obligations under the Notes, including the payment of principal
and interest.  The Notes are not guaranteed by XM Satellite Radio
Holdings Inc., XM Satellite Radio Inc., or any of their
subsidiaries, which are unrestricted subsidiaries under the
Indenture.

The Notes and related guarantees rank senior in right of payment
to all of Sirius XM's and the subsidiary guarantors' existing and
future subordinated indebtedness; the Notes and related guarantees
rank equal in right of payment with all of Sirius XM's and the
subsidiary guarantors' existing and future senior indebtedness;
the Notes and related guarantees are effectively senior to all of
our and the subsidiary guarantors' existing and future unsecured
indebtedness to the extent of the value of the collateral securing
the Notes and the related guarantees (after giving effect to any
senior liens on the collateral); the liens on the collateral
securing the $250 million Term Credit Agreement, dated June 20,
2007, among Sirius XM, the lenders and Morgan Stanley Senior
Funding, Inc., as administrative agent and collateral agent, have
priority over the liens securing the Notes and related guarantees,
so long as the Senior Secured Term Loan is in existence; and the
Notes and the related guarantees are structurally subordinated in
right of payment to all existing and future indebtedness and other
liabilities of any of Sirius XM's subsidiaries and the subsidiary
guarantors' subsidiaries that do not guarantee the Notes
(including XM Holdings, XM and their respective subsidiaries).
The Notes and related guarantees are secured by first-priority
liens on substantially all of Sirius XM's assets and the assets of
the subsidiary guarantors (subject to liens previously granted
under the Senior Secured Term Loan and certain permitted liens and
exceptions).

At Sirius XM's option, Sirius XM may redeem the Notes at a "make-
whole" redemption price prior to September 1, 2012, subject to
certain restrictions.  In addition, prior to September 1, 2012,
Sirius XM may on any one or more occasions redeem up to 35% of the
aggregate principal amount of the Notes at a redemption price
equal to 109.75% of the principal amount of the Notes redeemed,
plus accrued and unpaid interest, if any, to the date of
redemption with the proceeds of certain equity offerings.  The
Notes are subject to covenants that, among other things, require
Sirius XM to make an offer to repurchase the Notes at 101% of
their principal amount in the event of a change of control, and
limit Sirius XM's ability and the ability of its restricted
subsidiaries to incur more debt; pay dividends and make
distributions; make certain investments; repurchase stock; create
liens; enter into transactions with affiliates; enter into sale
lease-back transactions; merge or consolidate; and transfer or
sell assets.

                       About SIRIUS XM Radio

Based in New York, SIRIUS XM Radio Inc. broadcasts in the United
States music, sports, news, talk, entertainment, traffic and
weather channels for a subscription fee through proprietary
satellite radio systems.  Subscribers can also receive certain
music and other channels over the Internet.  The Company's
satellite radios are primarily distributed through automakers,
retailers and the Company's Web sites.   The Company has
agreements with every major automaker to offer SIRIUS or XM
satellite radios as factory or dealer-installed equipment in their
vehicles.  SIRIUS and XM radios are also offered to customers of
rental car companies.


SPECTRUM BRANDS: Expects Chapter 11 Exit by End of August
---------------------------------------------------------
Spectrum Brands Inc. said in an August 26 regulatory filing that
it expects to exit Chapter 11 by the end of August.

Spectrum Brands Inc. was authorized August 26 by the Bankruptcy
Court to to modify the exit financing agreement, removing one of
the obstacles to implementing the reorganization plan approved in
a July 15 confirmation order, Bill Rochelle at Bloomberg News
said.

On July 15, 2009, the U.S. Bankruptcy Court for the Western
District of Texas entered a written order confirming the Company's
joint plan of reorganization.  On July 15, the official committee
of equity security holders appointed in the Chapter 11 cases
appealed the confirmation order.

On July 23, 2009, the District Court entered an order declining to
stay the approval of the plan of reorganization pending the Equity
Committee's appeal.  The Equity Committee appealed the District
Court Stay Denial and on July 27, 2009, the Fifth Circuit Court of
Appeals imposed a temporary stay of proceedings until further
order of the Fifth Circuit Court of Appeals.

By order dated August 19, 2009, and released to the Company on
August 20, 2009, the Fifth Circuit Court of Appeals lifted this
stay.  With no stay of the plan approval now in place, the Company
continues to expect to exit from Chapter 11 protection on or about
the end of August 2009.

                         About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPECTRUM BRANDS: Fifth Circuit Lifts Stay on Confirmed Plan
-----------------------------------------------------------
The Fifth Circuit Court of Appeals, by an order dated August 19,
2009, lifted the stay of proceedings with respect to the
confirmation of Spectrum Brands, Inc., and its debtor affiliates'
Plan of Reorganization.

With no stay of the Plan approval now in place, the Debtors
continue to expect to exit from Chapter 11 protection on or about
the end of August 2009, Anthony L. Genito, Spectrum Brands' EVP
and Chief Financial Officer, said in a filing with the U.S.
Securities and Exchange Commission.

On July 15, 2009, the United States District Court for the
Western District of Texas, San Antonio Division, entered a
written order confirming the Debtors' Plan.  That same day, the
Official Committee of Equity Security Holders appealed the
confirmation order.  On July 23, 2009, the United States District
Court for the Western District of Texas entered an order
declining to stay the approval of the Plan pending the Equity
Committee's appeal.  The Equity Committee then appealed the
District Court Stay Denial and on July 27, 2009, the Fifth
Circuit Court of Appeals imposed a temporary stay of proceedings
until further order of the Fifth Circuit Court of Appeals.

In its statements of issues on appeal, the Equity Committee asked
the District Court

  * whether the Bankruptcy Court erred in concluding that the
    Debtors' enterprise value can be determined by taking into
    account the current market prices of the Debtors'
    securities;

  * whether the Bankruptcy Court erred by excluding the Debtors'
    future earning potential in determining the Debtors' value;

  * whether the Bankruptcy Court erred in concluding that there
    is a "reorganization value" standard unique to bankruptcy
    that ignores the recognized value of control;

  * whether the Bankruptcy Court erred when it failed to
    consider the value of control being given to holders of the
    Debtors subordinated notes in the Debtors' plan of
    reorganization;

  * whether the Bankruptcy Court erred by relying upon the
    Debtors' valuation expert's valuation or a "minority
    tradable" interest in stock, without making any findings of
    fact that the Noteholders are receiving only minority,
    tradable interests in reorganized Spectrum;

  * whether the Bankruptcy Court's implicit finding that the
    Noteholders will receive only a minority, tradable interest
    under the Plan is clearly erroneous;

  * whether the Bankruptcy Court erred in adopting unreliable
    valuation methods in improperly applied valuation
    methodologies;

  * whether the Bankruptcy Court erred as a matter of law in
    concluding that the Plan was proposed in good faith and did
    not violate otherwise applicable non-bankruptcy law despite
    the Debtors' admission that they failed to fulfill the
    fiduciary duties owed to their shareholders under Wisconsin
    law, Spectrum's state of incorporation;

  * whether the Bankruptcy Court erred in granting third-party
    releases in contravention of binding Fifth Circuit
    authority;

  * whether the Bankruptcy Court erred in approving the Plan
    because it provides for the payment of the expenses of
    unsecured creditors without a showing of "substantial
    contribution";

  * whether the Bankruptcy Court erred by providing in the order
    confirming the Plan immunity from a reversal of the
    Confirmation Order on appeal.

The Debtors also filed their Statement of Issues on Appeal asking
the District Court:

  * Whether it should affirm the Confirmation Order entered by
    the Bankruptcy Court after a five day hearing at which
    extensive evidence was introduced;

  * Whether the Bankruptcy Court's findings that the total
    enterprise value of Spectrum Brands, Inc. is between
    $2,300,000,000 and $2,500,000,000 and that there is no value
    remaining for the equity holders are clearly erroneous;

  * Whether the Bankruptcy Court's determination that the Plan
    was proposed in good faith is clearly erroneous;

  * Whether the Bankruptcy Court erred as a matter of law with
    respect to any of the ancillary issues raised by the Equity
    Committee and whether this error requires reversal of the
    Bankruptcy Court's Confirmation Order.

The Debtors also objected to the Equity Committee's attempt to
designate exhibits that were not offered and admitted into
evidence during the Confirmation Hearing before the Bankruptcy
Court.

                         About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPECTRUM BRANDS: Gets Court Nod to Amend Prepetition Credit Pact
----------------------------------------------------------------
Spectrum Brands Inc. and its affiliates, according to Mark A.
McDermott, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, have been taking steps necessary to consummate their
Plan of Reorganization, including finalizing documentation related
to the Credit Agreement, dated March 30, 2007.

The Prepetition Credit Agreement was entered among Spectrum
Brands, Inc., as Borrower; a group of lenders; Bank of New York
Mellon, as successor Administrative Agent, Collateral Agent, and
Syndication Agent; Wachovia Bank, National Association, as
Deposit Agent; and Bank of America, N.A., as Letter of Credit
Issuer.

To recall, the Amendment No. 1 to the Credit Agreement, which was
intended to reflect a settlement reached among the Debtors, the
Negotiating Noteholders and the Senior Secured Agent with the
consent of the "Required Holders" under the Term Facility Loan
Documents, was the main subject of the revisions to the Plan
Supplement that the Debtors submitted with the Court prior to the
Court's order confirming the Plan of Reorganization.  A full-text
copy of the Plan Revisions reflecting Amendment No. 1 is
available for free at:

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

By this motion, the Debtors sought and obtained the Court's
authority effective as of the effective date of the Debtors' Plan
to effectuate Amendment No. 2 to the Credit Agreement.

The Term Credit Agreement includes the synthetic LC facility.
Mr. McDermott informed the Court that Wachovia intends to resign
as Deposit Agent and LC Issuer with respect to the facility upon
the effective date.  As a practical matter, any entity replacing
Wachovia in these capacities must be a commercial bank and thus
the Debtors' options for replacing Wachovia are somewhat limited.

Mr. McDermott related that Bank of America, who is supposed to
become Co-Collateral Agent and LC Issuer under the Debtors' exit
credit facility, has indicated that it is willing to assume the
positions under the Term Credit Agreement that have been held by
Wachovia, subject to the execution of certain technical
amendments to the Term Credit Agreement, including, but not
limited to:

(a) modification to reflect the fact that the deposit
     account will be moved from Wachovia to BofA;

(b) modification to provide that the cash collateralization
     of LCs will be upon terms that are consistent with BofA's
     internal policies;

(c) modifications of certain terms to make clear that funds in
     the deposit account will be invested in a manner which
     conforms to BofA's internal policies; and

(d) modifications to provide BofA with the ability to resign
     upon 30 days' notice.

A full-text copy of Credit Agreement, as amended, is available
for free at:

http://bankrupt.com/misc/Spectrum_Credtagrmnt_2ndamendmnt.pdf

According to Mr. McDermott, the Debtors believe that the
technical amendments to the Term Credit Agreement, which have
been requested by BofA, are commercially reasonable.  The Debtors
further believe that there is a limited universe of qualified
institutions willing and able to assume Wachovia's roles under
the Term Credit Agreement within a time frame that will provide
the Debtors with uninterrupted access to the synthetic LC
facility.  More importantly, if the Debtors are not authorized to
enter into Amendment No. 2, the effectiveness of the Plan will be
delayed, and maybe jeopardized, Mr. McDermott stresses.

                 Wachovia's Limited Objection

Prior to the Order, Wachovia informed the Court that it supports
in principle BofA's appointment as Deposit Agent and successor LC
Issuer.  However, Wachovia believes the proposed terms and
conditions outlined in the proposed Amendment No. 2 does not
adequately protect Wachovia.

Wachovia objects to Amendment No. 2 in its present form, subject
to negotiations with the Debtors and other interested parties.

                         *     *     *

In his order, Judge King authorized the Debtors to perform their
obligations under Amendment No. 2 to the Credit Agreement dated
as of March 30, 2007, as amended by Amendment No. 1 and Amendment
No. 2 and other Loan Documents.

Judge King approved the terms of Amendment No. 2 and ruled that
the Term Loan Documents will constitute legal, valid, binding and
authorized obligations of the Reorganized Debtors, as applicable,
enforceable in accordance with their terms.

                         About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPECTRUM BRANDS: Gets Court Nod to Ratify Exit Facility Pacts
-------------------------------------------------------------
Spectrum Brands Inc. and its affiliates sought and obtained
authority from Judge Ronald B. King of the United States
Bankruptcy Court for the Western District of Texas, San Antonio
Division, to ratify certain terms of the senior secured exit
financing facility between Spectrum Brands, Inc., and General
Electric Capital Corporation, and the lenders D.E. Shaw & Co.,
Avenue Capital Management and Harbinger Management or their
affiliates who collectively hold in excess of 70% of the face
amount of outstanding public bonds.

On June 15, 2009, the Debtors sought and obtained the Court's
approval to enter into a commitment letter with GE Capital.  The
commitment letter set forth the terms and conditions upon which
GE Capital will provide, arrange, and syndicate the Exit
Facility, in the amount of $242,000,000, upon the consummation of
the Plan.

Mark A. McDermott, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, informed the Court the Debtors and GE Capital
have been working diligently to finalize and consummate the Exit
Facility.

Recognizing that the Debtors' businesses and estates will best be
served by a rapid emergence from bankruptcy, GE Capital has
indicated that it would be willing to close on the Exit Facility
even with a pending appeal of the Confirmation Order, Mr.
McDermott avers.  However, GE Capital has also emphasized that
its interest is in serving as the Debtors' exit lender and has
expressed concern about the ramifications of its becoming an
unwilling provider of debtor-in-possession financing in the
unlikely event that the Exit Facility is consummated and
thereafter the Confirmation Order is reversed on appeal in a
manner that forces the Debtors back into Chapter 11, Mr.
McDermott related.

In particular, GE Capital has indicated that it requires
assurance that it will have all of the protections currently
afforded to the agent and lenders under the existing DIP Facility
in the event that the Confirmation Order is reversed on appeal in
a manner that compels the Debtors to return to Chapter 11, Mr.
McDermott pointed out.

According to Mr. McDermott, GE Capital has conditioned its
willingness to close on the Exit Facility while an appeal of the
Confirmation Order remains pending, upon the Court's entry of an
order satisfying certain terms.  The terms proposed by GE
Capital, among others are:

(a) In the event that the Exit Facility is consummated and that
    the Confirmation Order is thereafter reversed, revoked,
    modified or otherwise upset on appeal and the effect of that
    reversal is to compel the Debtors to return to Chapter 11,
    GE Capital, in its capacity as agent to the lenders under
    the Exit Facility, the Exit Facility Lenders and the Secured
    Hedging Counterparties under any Secured Hedging Agreements
    will be entitled to all rights and protections afforded to
    the DIP Facility Agent and Lenders under the DIP Facility
    and the DIP Order, including without limitation:

     (i) valid and perfected first priority security interests
         and liens, superior to all other liens, claims or
         security interests that any creditor of the Debtors'
         estates may have in and upon all of the "Collateral,"
         but subject to such exceptions described in the DIP
         Order; and

    (ii) an allowed superpriority administrative claim pursuant
         to Bankruptcy Code section 364(c)(1) with respect to
         all claims under the Exit Facility. In the event of any
         conflict between the terms of the Order approving this
         Motion and the DIP Order, the terms of the Order will
         control.

(b) The Debtors, the Exit Facility Agent, and the Exit Facility
    Lenders have substantially negotiated the terms and
    provisions of a credit agreement and related documents for
    the Exit Facility.  In no event will any fees paid in
    connection with the Exit Facility be subject to recovery
    from the Exit Facility Agent or the Exit Facility Lenders.

(c) The Exit Facility is approved and the Debtors or
    "Reorganized Debtors," as applicable, are authorized and
    directed to pay the fees and costs required and to perform
    their obligations in the Exit Facility.

A full-text copy of the Exit Financing Terms is available for
free at http://bankrupt.com/misc/Spectrum_exitfinancingterms.pdf

GE Capital's willingness to close in the face of a pending appeal
of the Confirmation Order is made in the spirit of advancing the
best interest of the Debtors' estates, Mr. McDermott asserted.
Providing GE Capital and the Exit Facility Lenders with the same
protections as the Court has approved for the DIP Facility Agent
and Lenders is a reasonable and equitable means of protecting the
positions of GE Capital and the Exit Facility lenders in the
event of a Reversal, he asserted.

                         About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPECTRUM BRANDS: Proposes to Assume 33 Property Leases
------------------------------------------------------
Spectrum Brands Inc. and its affiliates seek the Court's authority
to assume 33 unexpired non-residential real property leases,
including any amendments, modifications, guaranties, or other
agreements related to the leases.

According to Mark A. McDermott, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in New York, relates that pursuant to the
Debtors' Plan of Reorganization, unexpired leases that (a) have
not been previously assumed or rejected, (b) previously expired
or terminated pursuant to their terms, or (c) are the subject of
a motion to, among other things, assume or reject that is pending
as of the date of entry of the confirmation order, will be deemed
assumed under the Debtors' plan of reorganization as of the
effective date.

On May 27, 2009, the Court granted the Debtors' request for an
extension of the time period to assume or reject unexpired
nonresidential real property leases to and including the earlier
of (a) September 1, 2009, or (b) the effective date of the
Debtors' Plan.

In light of the current deadline under the Extension Order, if
the Debtors do not either emerge from bankruptcy or assume the
Leases prior to September 1, 2009, the Leases will, by operation
of Section 365(d)(4)(B) of the Bankruptcy Code, automatically be
deemed rejected.  Accordingly, the request to assume is intended
to ensure that the deadline contained in the Extension Order will
not operate to deprive the Debtors of the benefits of the Leases,
Mr. McDermott points out.

The vast majority of the Leases, Mr. McDermott says, are leases
used by the Debtors for their manufacturing operations, packaging
and distribution centers, warehousing, and sales and
administrative offices.  Accordingly, he asserts, the Leases are
key assets of the Debtors' estates.

The Debtors have determined that the terms of the Leases are
reasonable and that the Leases are not only necessary for the
Debtors' operations, but that rejection of the Leases would have
dire consequences for the Debtors' businesses, Mr. McDermott
tells the Court.

If the Leases were deemed rejected and the Debtors were required
to exit the Premises, the Debtors' business operations would come
to a complete halt as the Debtors attempted to find alternate
locations for the majority of their operations, including their
administrative headquarters in Atlanta, Georgia and their
research and development facility and North American headquarters
in Madison, Wisconsin, Mr. McDermott asserts.

A list of unexpired leases to be assumed is available for free
at http://bankrupt.com/misc/Spectrum_leasestoassume.pdf

At the Debtors' behest, the Court will convene a hearing to
consider this motion on August 31, 2009 at 9:30 a.m. Central
Time.  Objections are due August 29, at 12:00 p.m. Central Time.

                         About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


STERLING MINING: Court Denies SPMI & ARI Motion to Dismiss Case
---------------------------------------------------------------
Chief Judge Terry L. Myers of the U.S. Bankruptcy Court for the
District of Idaho has denied the motion of creditor Sunshine
Precious Metals, Inc., and stockholder American Reclamation, Inc.,
for an order dismissing Sterling Mining Company's Chapter 11 case.

In his memorandum of decision, Judge Myers noted that only ARI
joined SPMI in its motion to dismiss despite the fact that the
bankruptcy petition was filed on March 3, and that all the equity
security holders were noticed of the filing of the dismissal
motion and the scheduled hearing on the motion.

Judge Myers also noted that no other equity security holder, other
than ARI, which holds but 50,000 shares out of more than
39,664,000 shares of the Debtor, voiced objection to the filing of
the bankruptcy petition.  And ARI waited over three months after
receiving notice of the case to appear as a joint movant in SPMI's
motion to dismiss.  The progress within those three months have
been substantial, including protracted litigation between SPMI and
the Debtor, Judge Myers said.

The silence during this three-month period establishes sufficient
inaction and acquiescence by shareholders to constitute
shareholder waiver, according to Judge Myers.

As reported in the TCR on August 11, 2009, Sunshine Precious and
ARI told the Court that the filing of the Sterling petition was an
ultra vires act of a sole officer/director, not an act approved or
authorized by a properly constituted Sterling board of directors.
They stated that the Court is obligated to lift the automatic
stay, vacate, without prejudice, any orders which have been
entered and dismiss the pending Chapter 11 petition because, "if
the District Court finds that those who purport to act on behalf
of the corporation have not been granted authority by local law to
institute the proceedings, it has no alternative but to dismiss
the petition."

                      About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over
360 million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine Mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.  In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.

Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178).  Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered
represents the Debtor as counsel.


STERLING MINING: Files New Schedules of Assets and Liabilities
--------------------------------------------------------------
Sterling Mining Company filed with the U.S. Bankruptcy Court for
the District of Idaho amended schedules assets and liabilities,
disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                 $8,472,626
  B. Personal Property             $3,234,136
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,956,199
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $107,233
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $6,890,156
                                  -----------     -----------
        TOTAL                     $11,706,761     $14,953,589

                      About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over
360 million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine Mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.  In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.

Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178).  Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered
represents the Debtor as counsel.


STERLING MINING: Plan Filing Period Extended to December 2
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Idaho has extended
Sterling Mining Company's exclusive period to file a plan until
December 2, 2009, and its exclusive period to solicit acceptances
thereof until February 1, 2010.

As reported in the TCR on July 8, 2009, the Debtor told the Court
it is currently in no position to propose a plan that would have
the creditors support until the Sunshine Lease issues are
resolved.  The Debtor is presently negotiating and litigating with
SNS Silver Corp. and Sunshine Precious Metals Inc. to determine
the amount of defaults with regard to the lease.

                      About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over
360 million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine Mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.  In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.

Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178).  Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered
represents the Debtor as counsel.


SUN MEDIA: DBRS Assigns 'BB' Issuer Rating
------------------------------------------
DBRS has assigned Sun Media Corporation an Issuer Rating of BB.
DBRS has also assigned recovery and instrument ratings of RR1 and
BBB (low) to Sun Media's Secured Bank Debt, and a recovery rating
of RR5 to its Senior Unsecured Notes.  The instrument rating of
the Company's Senior Unsecured Notes has been downgraded from BB
to BB (low), pursuant to DBRS's leveraged finance rating
methodology.  The trend on all ratings is Stable.

The BB Issuer Rating is the same as Sun Media's previously implied
Issuer Rating of BB (identical to the former Senior Unsecured
Notes rating).  While DBRS notes that Sun Media's business risk
profile is under some pressure, there are a number of reasons why
DBRS is comfortable assigning the Company a BB Issuer Rating with
a Stable trend.

First, DBRS believes that most of the pressure on Sun Media
remains cyclical, that is, driven by the downturn in the Canadian
economy.  However, beyond this cyclical pressure, Sun Media does
continue to experience ongoing secular trends as advertisers and
readers shift to online formats.  Sun Media is attempting to
combat this by increasingly moving its content online, ramping up
its free daily strategy in most major markets, and streamlining
its cost structure.

Second, with the Company's significant de-leveraging effort in
2007, DBRS believes that Sun Media is now better positioned in
terms of leverage.  Gross debt-to-EBITDA currently stands at
around 2.0 times, and is not expected to exceed 2.5 times in 2009
or 2010.  These two years are likely to be the weakest points for
EBITDA, given the current economic downturn.  DBRS believes that
this level of leverage remains reasonable for a newspaper
publishing company.

And third, Sun Media's Issuer Rating is constrained by the
leverage at its parent, Quebecor Media Inc., which relies on Sun
Media's distributions to support its interest costs and funding
requirements.

While DBRS expects that Sun Media will continue to be affected by
these cyclical factors until the economy begins to improve, DBRS
does not expect: (a) revenue pressures to further increase; (b)
EBITDA to decline significantly below $150 million; (c) a free
cash flow deficit position (after distributions and including cash
tax savings) over the next couple of years.  Part of this
expectation on free cash flow is driven by the variable nature of
Sun Media's distributions to QMI.  DBRS notes that these
distributions are generally reduced as cash flow from operations
declines and raised as it improves.

Despite these expectations, should any of the cyclical and secular
pressures on Sun Media intensify and persist beyond DBRS's
expectations and/or leverage is fundamentally increased at either
Sun Media or QMI, these factors could lead to pressure on Sun
Media's BB Issuer Rating.

DBRS has stressed Sun Media under a default scenario whereby it
could possibly default on its debt obligations over a 2009 to 2011
time frame.  In this default scenario, Sun Media would be in a
negative free cash flow position and would require additional debt
to fund itself (DBRS has assumed the Company borrows an additional
$180 million under a secured credit facility, which is within
current headroom under the secured debt test).

At a distressed valuation level, DBRS notes that Sun Media's
Secured Bank Debt (assuming $250 million is outstanding) has great
recovery prospects under a base case default/recovery scenario.
As such, DBRS has assigned Sun Media's Secured Bank Debt a
recovery rating of RR1 (90%-100% expected recovery) and an
instrument rating of BBB (low), two notches above its BB Issuer
Rating.  This is consistent with DBRS's updated leverage finance
rating methodology released on June 9, 2009.

DBRS notes that Sun Media's Senior Unsecured Notes ($245.7 million
outstanding) have below-average recovery prospects under a base
case default/recovery scenario.  As such, DBRS has assigned Sun
Media's Senior Unsecured Notes a recovery rating of RR5 (10%-30%
expected recovery) and downgraded its instrument rating to BB
(low) from BB, one notch below the BB Issuer Rating.

Sun Media Corporation -- http://www.sunmedia.ca/SunMedia/-- a
wholly owned subsidiary of Quebecor Media Inc., is Canada's
largest newspaper publisher whose stated business purpose is to
help connect and build better communities.  With 43 paid-
circulation and free dailies in Canada's key urban markets and
more than 200 community publications, Sun Media's English- and
French-language papers are leaders in providing local news and
information to more than 10.5 million readers every week.  Sun
Media acquired Osprey Media in the summer of 2007, expanding the
company's footprint in Ontario.  Sun Media Corporation is also
involved in the operation of SUN TV, a general interest television
station in Toronto.


SUNNY CORRAL: Meeting of Creditors Scheduled for September 1
------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in Sunny Corral Management, LLC's Chapter 11 case on Sept. 1,
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.

Largo, Florida-based Sunny Corral Management, LLC, filed for
Chapter 11 on August 7, 2009 (Bankr. N.D. Tex. Case No. 09-44939).
Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr represents
Sunny Corral in its restructuring efforts.  In its petition, the
Debtor listed assets and debts both ranging from $10,000,001 to
$50,000,000.

Debtor-affiliates which filed for separate Chapter 11 petitions on
August 23, 2009 were: Golden Restaurants, LLC (09-44425); Kansas
Corral, LLC (09-44426); Tag Corral, LLC (09-44427); Indy Corral,
LLC (09-44428.)  Debtor-affiliate which filed for separate Chapter
11 petition March 24, 2009, was Denar Restaurants, LLC (09-41675.)
Debtor-affiliate which filed for separate Chapter 11 petition
April 24, 2009, was Denar, LLC (09-42389).  Debtor-affiliate which
filed for separate Chapter 11 petition July 10, 2008, was Metro
Restaurants, LLC (08-33377).


SUNWEST MANAGEMENT: Receiver and CRO File Plan With District Court
------------------------------------------------------------------
The court-appointed receiver and chief restructuring officer
overseeing the reorganization of senior living provider Sunwest
Management on August 25 filed a distribution plan with the U.S.
District Court in Eugene, Oregon.  A product of intensive
financial, legal and business analysis and summer-long mediations
involving numerous stakeholders -- including investors, creditors,
Sunwest insiders and secured lenders -- the proposed plan consists
of two key elements: (1) a process for enhancing the value of
Sunwest assets, and (2) a methodology for equitably distributing
that value to stakeholders owed as much as $2 billion.  The plan
does not affect the company's senior living operations or quality
of care, which will continue uninterrupted during the
reorganization.

In March, U.S. District Judge Michael Hogan appointed Michael
Grassmueck as receiver after the Securities and Exchange
Commission filed suit against Sunwest and former CEO Jon Harder,
alleging securities fraud.  CRO Clyde Hamstreet has been working
at Sunwest since November 2008, leading efforts to restructure the
company, ensure quality care and services to residents, improve
accountability and fiscal management, and create value for
investors and creditors.  Sunwest's recent financial results and
operational performance are showing improvements over the previous
year.

                   Overview of the Proposed Plan

To increase the value of existing assets and create a viable
business and investment vehicle, the receiver and CRO have
proposed to unite core Sunwest assets under the umbrella of a
single real estate investment trust (REIT) with an affiliated
master limited partnership.  Over time, the new structure -- with
future operations under professional leadership to be selected by
a new board of directors -- should maximize the value of the
reorganized company through economies of scale, favorable
financing, and significantly greater business flexibility.  The
enterprise will issue securities to provide returns and liquidity
to creditors and investors.  At some point in the future, a
merger, public offering, or other transaction is expected to
provide additional value.

To implement the reorganization, the plan filed Tuesday proposes
to utilize a brief Chapter 11 process as a tool to modify loan
terms and issue securities.  The receivership plan and the
bankruptcy case will have no impact on the continued delivery of
quality care to residents at Sunwest communities, nor on employees
or vendors.  Together, the receivership and Chapter 11 plans seek
to place Sunwest on sound financial footing and position it to
provide top-notch care and service to its residents well into the
future.

Key Elements of the Proposed Plan

    * Approximately 150 core senior living and certain other
      revenue-generating properties conveyed into a REIT structure
      with an affiliated MLP.

         -- The REIT/MLP combination greatly simplifies Sunwest's
            existing ownership structure, bringing hundreds of
            separate legal entities under a single corporate
            umbrella.

         -- The new enterprise is expected to maximize value to
            stakeholders through restructured, stable financing on
            favorable terms; economies of scale; significantly
            improved business flexibility; and a likelihood of
            future merger, public offering, or other transaction
            to provide additional liquidity.

         -- The new structure offers several options to investors
            for holding and cashing out on their investments,
            including continued tax deferral options for tenant-
            in-common investors.

         -- A brief, carefully planned pre-packaged Chapter 11
            process will be utilized to implement the plan. The
            bankruptcy will not disrupt service to residents or
            payments to employees and vendors.

    * An independent board of prominent professionals with
      expertise in finance, audits, healthcare, management and
      REITs will govern the REIT/MLP.

    * Sunwest as a management company will be reorganized and will
      contract to manage the senior living properties held by the
      REIT/MLP.

         -- The reorganized management company will have an
            independent board of qualified industry professionals,
            which will hire a new CEO.

    * Former CEO Jon Harder, COO Darryl Fisher and general counsel
      Wally Gutzler will contribute all of their Sunwest-
      affiliated assets to effect the reorganization. Collectively
      the three principals may participate in 5% to 25% ownership
      of the new enterprise, but only after investors and
      creditors have received $500 million to $1 billion in
      distributions of cash or marketable shares.

    * Approximately 100 senior living, commercial and land
      properties that will not be retained in the core business
      structure will be sold or turned back to lenders. Cash from
      sales will be distributed to creditors and investors.

    * The receiver will pursue third parties who received ill-
      gotten gains or were complicit in the losses suffered by
      investors and creditors and distribute any recoveries or
      settlements to creditors and investors.

By its terms, the plan does not and as a matter of law cannot have
any impact on the SEC and its enforcement action against certain
Sunwest insiders or on any other government authority
investigating the Sunwest matters.

               Plan Expected to Win General Support

The newly proposed plan is the culmination of several months of
mediation sessions supervised by Judge Hogan and conducted largely
by retired Lane County Circuit Court Judge Lyle Velure.  The
mediation schedule led to the rapid resolution of several highly
complex and disputed issues, paving the way for general support
for the plan.  "There are certain to be objections," said attorney
Al Kennedy of Tonkon Torp, who has led the CRO's legal team.  "But
there will be substantially fewer than there would have been
otherwise.  The mediations have moved the case along much faster
and more smoothly, with less litigation, than we thought possible.
It's probably saved the estate hundreds of thousands of dollars."

Through the mediations, stakeholders have had considerable input
in plan development and their general support is expected.  "None
of the parties is getting everything they started out asking for,"
Hamstreet said.  "That includes the CRO and the receiver,
creditors, investors, and former principals.  But under the
circumstances, given the range of opinions in this case, the
complexity, the high administrative costs, and the need to get the
job done, the mediated plan is the best result we could hope for."

"It would be impossible to reach 100 percent backing given the
disparity of interests in the Sunwest proceedings," said the
receiver, Michael Grassmueck.  "However, the level of cooperation
and agreement among the various stakeholders is remarkable
considering the emotions this case has spurred and the potential
for conflict.  Generally, the plan is fair and equitable given
this disparity of interests."

                     About Sunwest Management

Founded in Oregon in 1991, Sunwest Management --
http://www.sunwestmanagement.com/-- is one of the largest private
senior living providers in the country and is a significant Oregon
employer.

In March 2009, U.S. District Judge Michael Hogan appointed Michael
Grassmueck as receiver after the Securities and Exchange
Commission filed suit against Sunwest and former CEO Jon Harder,
alleging securities fraud.

The Company engaged Clyde Hamstreet as chief restructuring officer
in late November 2008 to serve as CRO, an appointment continued in
March by the U.S. District Court after the SEC lawsuit was filed.

Sunwest Management has put 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008.  On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.


SYNIVERSE TECHNOLOGY: Verisign Deal Won't Move Moody's Ba3 Rating
-----------------------------------------------------------------
Moody's Investors Service says that Syniverse Technology Inc.'s
announced agreement to acquire Verisign, Inc.'s messaging business
does not change the company's ratings, including its Ba3 corporate
family rating.  The rating outlook remains stable.

The last rating action for Syniverse was July 27, 2009, when
Moody's revised the company's rating outlook to stable from
negative.

Based in Tampa, Florida, Syniverse Technologies is a provider of
technology outsourcing to wireless telecommunications carriers
with revenue of approximately $485 million for the LTM period
ended June 30, 2009.


TAMARON PROPERTIES: Files for Chapter 11; Aug 25 Auction Cancelled
------------------------------------------------------------------
Tamaron Properties LLC has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Northern District
of Ohio, canceling the August 25 auction Tamaron Country Club golf
and banquet facility, toledoBlade.com reports, citing court-
appointed receiver Ralph DeNune.

According to toledoBlade.com, Lucas County Judge James Bates
ordered the auction in a foreclosure case brought by Huntington
National Bank, which claims that it is owed $1.1 million in unpaid
loans.  Mr. DeNune instructed Wilson Auction and Realty Co. to
postpone the sale, says toledoBlade.com.

Tamaron Properties listed less than $50,000 in assets and
$1 million to $10 million in debts.


toledoBlade.com, citing Mr. DeNune, relates that wedding
receptions and other events scheduled at the facility won't be
affected by the bankruptcy filing.

The longtime owner of the public golf course and banquet facility
that straddles the Ohio-Michigan line said three weeks ago that he
would retain ownership.

Toledo, Ohio-based Tamaron Properties LLC is owned by Anthony
Fuhrman.


TAHOE FRIDAY: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tahoe Friday, LLC
        PO Box 1509
        Carson City, NV 89702

Case No.: 09-52910

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

Chapter 11 Petition Date: August 26, 2009

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

Judge: Gregg W. Zive

Debtor's Counsel: Nick A. Moschetti Jr., Esq.
            1105 Terminal Way #215
            Reno, NV 89502
            Tel: (775) 786 6055
            Fax: (775) 786 6164
            Email: nickamojr@gmail.com

Total Assets: $12,225,000

Total Debts: $5,261,381

The petition was signed by Linda Mueller.

Debtor's List of 11 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Aaron Reis                     TIC Investor           Unknown
2082 Michaelson Dr
Ste 450
Irvine, CA 92612

Alan Pollack                   TIC Investor           Unknown
416 Calle Macho
San Clemente, CA 92673

Cliff Strand                   TIC Investor           Unknown
2082 Michelson Dr
Ste 100
Irvine, CA 92612

Dave and Lori Copeland         TIC Investor           Unknown
PO Box 27513
San Diego, CA 92198

Douglas W. Neary               TIC Investor           Unknown
2186 Lemon Heights Dr
Santa Ana, CA 92705

Friday Avenue Copeland         TIC Investor           Unknown
PO Box 27513
San Diego, CA 92198

Juleeann Dull                  TIC Investor           Unknown
PMB, 835 W Warner Rd
Ste 101
Gilbert, AZ 85233

Matterhorn Enterprises, LLC    TIC Investor           Unknown
c/o Linda Mueller
PO Box 1509
Carson City, NV 89702

Maria Preciado                 Unsecured Note         Unknown
2105 Montecito Rd
Ramona, CA 92065

Snappy Mart, Inc.              TIC Investor           Unknown
c/o Michael Reis
1920 Molino, Unit A
Signal Hill, CA 90755

William S. Biddle              TIC Investor           Unknown
Family Trust
37344 Mojavie Sage
St., Palm Desert,
CA 92211


TAYLOR BEAN: Moody's Reviews Ratings on 50 Tranches From Six Deals
------------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings of 50 tranches from 6 transactions issued by
Taylor, Bean & Whitaker Mortgage Corp.

The bonds are being placed on review for possible downgrade
because no interest or principal was paid on these bonds during
the August 2009 payment cycle.  Wells Fargo Bank, the master
servicer on the 6 transactions, reported that no remittance was
received from TBW on August 18, 2009, because its accounts,
including the Collection Account, were frozen by government
regulators.

Wells Fargo Bank states that it is currently working with TBW and
government regulators to lift the freeze on the Collection Account
and is also working to organize a transfer of servicing.  Wells
Fargo Bank expects that the collections, once received, will be
distributed to investors.

Earlier, on August 5, 2009, TBW announced that it would cease all
mortgage lending activity.  TBW, however, stated that it planned
to continue with its servicing operations.  However, on August 13,
2009, Wells Fargo Bank, acting as Master Servicer terminated TBW
as servicer for an Event of Default.  On August 24, 2009, TBW
filed for Chapter 11 bankruptcy protection.

In its analysis during the review period, Moody's will evaluate
the probable timing of the potential release of funds from the
Collection Account that are currently frozen and the possibility
of any loss to the bonds as a result of these events.

Detailed rating actions are:

Issuer: TBW Mortgage-Backed Trust 2007-1, Mortgage Pass-Through
Certificates, Series 2007-1

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on Mar 15, 2007 Assigned Aaa

  -- Cl. A-2, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2

  -- Cl. nA-3, Caa2 Placed Under Review for Possible Downgrade;
     previously on Aug 17, 2009 Downgraded to Caa2

  -- Cl. A-4, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2

  -- Cl. A-5, Caa2 Placed Under Review for Possible Downgrade;
     previously on Aug 17, 2009 Downgraded to Caa2

  -- Cl. A-6, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2

  -- Cl. A-7B, Ca Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Ca

  -- Cl. A-8, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2

Issuer: TBW Mortgage-Backed Trust 2007-2, Mortgage Pass-Through
Certificates, Series 2007-2

  -- Cl. A-1-A, B3 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to B3

  -- Cl. A-1-B, Caa1 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa1

  -- Cl. A-2-A, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2

  -- Cl. A-2-B, Ca Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Ca

  -- Cl. A-3-A, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2

  -- Cl. A-3-B, Ca Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Ca

  -- Cl. A-6-A, Caa1 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa1

  -- Cl. A-6-B, Ca Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Ca

Issuer: TBW Mortgage-Backed Trust Series 2006-3

  -- Cl. 1-A, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2

  -- Cl. 2-A1, Caa1 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa1

  -- Cl. 2-A2, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2

  -- Cl. 3-A, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2

  -- Cl. 4-A1, Caa1 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa1

  -- Cl. 4-A2, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2

  -- Cl. 4-A3, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2

  -- Cl. 5-A1, Caa1 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa1

  -- Cl. 5-A2, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2

  -- Cl. 5-A3, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2

  -- Cl. AP, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2

  -- Cl. AX, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2

Issuer: TBW Mortgage-Backed Trust Series 2006-4

  -- Cl. A-1-A, Aaa Placed Under Review for Possible Downgrade;
     previously on Sep 15, 2006 Assigned Aaa

  -- Cl. A-1-B, Aaa Placed Under Review for Possible Downgrade;
     previously on Sep 15, 2006 Assigned Aaa

  -- Cl. A-2, Aaa Placed Under Review for Possible Downgrade;
     previously on Aug 5, 2009 Upgraded to Aaa

  -- Cl. A-3, A3 Placed Under Review for Possible Downgrade;
     previously on Aug 5, 2009 Upgraded to A3

  -- Cl. A-4, Ba3 Placed Under Review for Possible Downgrade;
     previously on Aug 5, 2009 Upgraded to Ba3

  -- Cl. A-5, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2

  -- Cl. A-6, Ca Placed Under Review for Possible Downgrade;
     previously on Aug 5, 2009 Downgraded to Ca

  -- Cl. A-7, Ca Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Ca

Issuer: TBW Mortgage-Backed Trust Series 2006-5

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on Nov 13, 2006 Assigned Aaa

  -- Cl. A-2-A, Aaa Placed Under Review for Possible Downgrade;
     previously on Aug 5, 2009 Upgraded to Aaa

  -- Cl. A-2-B, Aaa Placed Under Review for Possible Downgrade;
     previously on Aug 5, 2009 Upgraded to Aaa

  -- Cl. A-3, Baa3 Placed Under Review for Possible Downgrade;
     previously on Aug 5, 2009 Upgraded to Baa3

  -- Cl. A-4, Ba3 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Ba3

  -- Cl. A-5-A, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2

  -- Cl. A-5-B, Ca Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Ca

  -- Cl. A-6, Ba3 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Ba3

Issuer: TBW Mortgage-Backed Trust Series 2006-6

  -- Cl. A-1, Aaa Placed Under Review for Possible Downgrade;
     previously on Jan 5, 2007 Assigned Aaa

  -- Cl. A-2A, Caa3 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa3

  -- Cl. A-2B, Caa3 Placed Under Review for
     Possible Downgrade; previously on Feb 20, 2009 Downgraded to
     Caa3

  -- Cl. A-3, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2

  -- Cl. A-5B, Caa3 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa3

  -- Cl. A-6A, Caa2 Placed Under Review for Possible Downgrade;
     previously on Feb 20, 2009 Downgraded to Caa2


THERATIVE INC: Files for Chapter 7 Bankruptcy, Stops Operations
---------------------------------------------------------------
Jonathan Matsey at The Wall Street Journal blog, Venture Capital
Dispatch, Therative Inc. has filed for Chapter 7 bankruptcy.

According to The Dispatch, Therative has stopped operating.  The
Dispatch says that no financial information was listed in the
bankruptcy filing, but a unanimous written consent document says,
"it appears to the Board of Directors that the Company is in
serious financial condition and is unable to continue operations
and its assets should be liquidated."

Therative Inc. is a venture-backed company that has sold an acne
treatment, ThermaClear device, since 2006.  Therative was founded
in 2005.


THOMAS JOHNSON REAVES: Case Summary & 14 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Thomas Johnson Reaves
           aka John Reaves
           aka Thomas J. Reaves
        4825 San Miguel Street
        Tampa, FL 33629

Bankruptcy Case No.: 09-18829

Chapter 11 Petition Date: August 26, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.com

Total Assets: $2,835,728

Total Debts: $2,139,058

A full-text copy of Mr. Reaves' petition, including a list of his
14 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/flmb09-18829.pdf

The petition was signed by Mr. Reaves.


TOUSA INC: Lenders Won't File Competing Plan Until Suit Resolved
----------------------------------------------------------------
Judge Olson of the U.S. Bankruptcy Court for the Southern
District of Florida will consider a stipulation reached by parties
regarding TOUSA Inc.'s exclusive periods to file a Plan on
August 28, 2009.  The Exclusivity Stipulation was previously
scheduled for hearing on August 27.

The Debtors, Citicorp North America, Inc., as administrative agent
under the Debtors' prepetition secured First Lien Term Loan; the
First Lien Term Loan Lenders; Wells Fargo Bank, N.A., as
administrative agent under the Debtors' prepetition secured Second
Lien Term Loan; the Second Lien Term Loan Lenders; and the
Official Committee of Unsecured Creditors have entered into a
stipulation regarding the exclusive periods.  The parties agree
that they will not propose a Chapter 11 plan nor vote in favor of
any Chapter 11 plan until after 30 days from the earlier of (i)
the conclusion of the action commenced by the Committee against
the Secured Lenders, or (ii) the entry of any order for the
settlement or disposition of the Committee Action, but in any
event no later than September 15, 2009.

Also, the Court has yet to schedule another hearing date for the
consideration of the Disclosure Statement accompanying the First
Amended Joint Chapter 11 Plan of TOUSA Inc. and its debtor
affiliates.  The last Disclosure Statement hearing was set for
May 14, 2009.  The Debtors' exclusive period to file a plan of
reorganization expired on July 29, 2009.

                         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: Proposes Sale of Interests in ULT Inc.
-------------------------------------------------
One of TOUSA Inc.'s financial service entity, Universal Land
Title Inc. is in the business of selling title insurance as an
agent, providing closing escrow and settlement services, and
providing insurance services and coverage through Alliance
Insurance and Information Services, LLC, in various states
throughout the United States of America.

ULT Inc. is a wholly owned subsidiary of TOUSA Homes Inc.  It
has:

  -- a 100% stock ownership interest in Universal Land Title of
     Texas, Inc.,

  -- a 50% membership interest in Community Title Services of
     Nevada, LLC,

  -- a 51% partnership interest in Universal Land Title of the
     Palm Beaches, Ltd., and

  -- a 1% interest in Alliance Insurance and Information
     Services Inc., the remaining 99% interest of which belong
     to Universal Land Title Investment #4 LLC.  ULT #4 in turn
     has a 50% membership interest in HomePartners Title
     Services, LLC.

ULT Inc. and ULT #4 are non-debtor affiliates of the Debtors.

The Debtors' revised business plan contemplates an orderly
disposition of the Debtors' interests in their remaining
controlled entities and joint ventures.  In this regard, TOUSA
Homes Inc. has determined that the sale of substantially all of
the assets of ULT Inc. is consistent with the company's revised
strategy.  Accordingly, TOUSA Homes engaged in an extensive
marketing process for the ULT Inc. interests.  It subsequently
determined that Universal Land Title LLC made the highest and
best bid for the ULT Inc. business.

The Debtors also believe that the knowledge of ULT LLC President
Michael Glass and ULT LLC Vice President Michael Stodgill of the
Debtors' operations would facilitate a smooth continuation of the
ULT Inc. business, affording the Debtors an opportunity to
further enhance their value without any disruption in their title
insurance and settlement services.

Accordingly, TOUSA Home Inc. and the ULT Entities entered into a
purchase and sale agreement, the salient terms of which are:

(a) ULT LLC will pay ULT Inc. $15,000 for the ULT Inc.
     interests, together with certain assumed or avoided
     liabilities;

(b) The only purchased assets with respect to ULT #4 are its
     99% membership in Alliance Insurance and its 50% membership
     interest in HomePartners Title;

(c) ULT LLC will assist ULT Inc. in the winding down of
     ULT Inc.'s business affairs to comply with any of ULT
     Inc.'s third party obligations and will assist TOUSA Homes
     in winding down of TOUSA Homes' business consistent with
     prior levels of service and charges;

(d) The closing date is contemplated to take place on or before
     November 30, 2009;

(e) Upon execution of the Agreement by all parties, ULT LLC
     will deliver to ULT Inc. $15,000 in cash as down payment to
     be held in escrow by ULT Inc. in a non-interest bearing
     account;

(f) ULT Inc. and TOUSA Homes, jointly and severally, agree to
     indemnify and hold harmless ULT LLC in the maximum amount
     of $100,000, against all liabilities set forth in the
     Agreement.  The Indemnification Period ends on December 31,
     2010;

(g) ULC LLC will offer employment to individuals comprising at
     least 80% of ULT Inc.'s salaried associates as of the
     Closing Date.  ULT Inc. will be responsible for all
     severance or other similar payments due to ULT Inc.
     employees that arise from the transactions contemplated in
     the Agreement and for all accrued vacation and employment
     related matters prior to the Closing Date.

     However, ULT LLC will not be responsible for any plans or
     programs maintained by ULT Inc. and TOUSA Homes that
     provide benefits to any employee or former employee of
     ULT Inc. or TOUSA Homes; and

(h) Upon a default by ULT Inc., ULT LLC will receive the return
     of the Deposit and may pursue recovery from ULT Inc. of the
     actual costs and expenses incurred by ULT LLC in connection
     with the Agreement, but not exceeding 15,000, as liquidated
     damages.  Similarly, upon a default by ULT LLC, $5,000 plus
     the actual costs and expenses incurred by ULT Inc. in
     connection with the Agreement will be paid to ULT Inc. as
     liquidated damages.

By this motion, the Debtors ask the Court to authorize TOUSA
Homes and its non-debtor affiliates to enter into the Purchase
and Sale Agreement with ULT LLC.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, maintains that the sale of ULT Inc.'s business pursuant
to the Agreement will afford TOUSA Homes significant cost savings
and will avoid other funding obligations relating to ULT Inc.
which the Debtors anticipate will result in $6.3 million net
recovery -- more than the net recovery from any other potential
transaction available 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: Seeks Court OKs for Cash Collateral Use Until Oct. 31
----------------------------------------------------------------
TOUSA Inc. and its affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of Florida to use their
prepetition lenders' cash collateral for the period from
September 1, 2009 to October 31, 2009.

The Debtors are currently authorized to use Cash Collateral until
August 31, 2009, pursuant to the Third Cash Collateral Order.

The Debtors note that the Court commenced the trial on the
Official Committee of Unsecured Creditors' adversary complaint
against the Debtors' Secured Lenders on July 13, 2009.  Although
the parties originally anticipated the trial to end in the last
full week in July 2009, the Court subsequently determined to
extend trial through August 28, 2009.  Since the nature of the
Committee Action concerns the validity of the prepetition liens
and claims held by the Prepetition Lenders, including liens on
the Cash Collateral, the outcome of the Committee Action is a
determining factor with respect to certain questions concerning
the scope of adequate protection that the Debtors must provide to
the Prepetition Lenders, Paul Steven Singerman, Esq., at Berger
Singerman, P.A., in Miami, Florida, points out.  "More
importantly, it is critical that the Debtors maintain access to
Cash Collateral to permit them to implement their revised
business plan and formulate a Chapter 11 plan of reorganization,"
he stresses.

Against this backdrop, the Debtors, the Prepetition Lenders and
the Committee are in discussions on the terms of an agreed-upon
order that would extend the Debtors' authorized use of Cash
Collateral through October 31, 2009, on terms substantially
similar to the Third Cash Collateral Order, with an opportunity
for any party to seek review and revision of those terms once a
decision has been issued in the Committee Action.

               Cash Flow Budget & Proposed Order

The Debtors' counsel filed with the Court on August 24, 2009, a
proposed order and a prepared budget relating to the Debtors'
further cash collateral use request for the period from September
1, 2009 to October 31, 2009.

Mr. Singerman relates that the Proposed Order incorporates nearly
identical terms and conditions to those included in the Third
Cash Collateral Order.  The Proposed Order specifically provides
the Prepetition Secured Lenders with adequate protection with
respect to the Debtors' use of Cash Collateral, including
adequate protection liens, adequate protection claims, the
benefit of reporting requirements and the payment of interests
and fees.

Moreover, the Budget contains the Debtors' monthly cash flow
forecasts covering the period from September 2009 through
October 2009.  The estimated operating cash flows under the
Budget are:

                                   Estimated
       Month Ended            Operating Cash Flow
       -----------            -------------------
       September 2009             ($5,920,000)
       October 2009               ($1,118,000)

A copy of the Two-Month Budget is included in the Debtors' Cash
Collateral Proposed Order dated August 24, 2009, which is
available for free:

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

Mr. Singerman further notes that the Debtors' use of Cash
collateral is conditioned on the Debtors' compliance with certain
financial covenants.  Financial Covenants require that
(i) actual monthly operating cash flow must not be less than
the projected monthly Operating Cash Flow set forth in the
Budget minus $10 million; and (ii) cumulative Operating Cash
Flow for the applicable period must be no less than the proposed
amounts set for the applicable period:

        Period           Minimum Operating Cash Flow
   -------------------   ---------------------------
   09/01/09 - 09/30/09            ($4,520,000)
   10/01/09 - 10/31/09            ($2,239,000)
   11/01/09 - 11/31/09            ($6,278,000)

The Court will consider the Debtors' Cash Collateral Motion on
August 28, 2009.  The Cash Collateral Motion hearing was
previously set for August 27.

                         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: Settles Suit Against Subordinated Noteholders
--------------------------------------------------------
To recall the Official Committee of Unsecured Creditors in TOUSA
Inc.'s cases commenced an adversary proceeding against prepetition
lenders, including Citicorp North America, Inc., as administrative
agent for the first lien term loan lenders, and Wells Fargo Bank,
N.A., as administrative agent for the second lien term loan
lenders against Tousa.  The Committee claims that Tousa's
operating subsidiaries were required to guarantee and pledge their
assets for an $800 million loan that gave them no benefit.

The Creditors Committee and the Subordinated Noteholders jointly
ask the Court to approve a settlement agreement they executed,
contemplating Deutsche Bank Trust Company Americas' withdrawal of
its claims against the Conveying Subsidiaries and dismissal of the
Committee's claims against Subordinated Noteholders.

The stipulating Subordinated Noteholders are Highland CDO
Opportunity Fund, Ltd.; Highland Floating Rate Advantage Fund;
Highland Floating Rate Limited Liability Company; Highland Legacy
Limited; Highland Offshore Partners, L.P.; Jasper CLO, Ltd.; Loan
Funding VII LLC; Deutsche Bank Trust Company Americas; and
Quadrangle Master Funding Ltd., now known as Monarch Master
Funding Ltd; solely in their capacities as holders of 14.75%
senior subordinated paid-in-kind notes due July 1, 2015.  The
Subordinated Noteholders also received a guaranty of the New
Subordinated Notes from the Conveying Subsidiaries.

The Committee and the Subordinated Noteholders executed the
Settlement on July 29, 2009, the salient terms of which are:

(a) The Subordinated Noteholders will not seek to enforce the
     Guaranty against the Conveying Subsidiaries, and that the
     Guaranty is released and null and void as against the
     Conveying Subsidiaries.

     Deutsche Bank will withdraw its claims filed against the
     Conveying Subsidiaries that relate to the guaranties on the
     Subordinated Notes.  The Highland Entities and Monarch
     Master declare that they do not have any claims in their
     capacity as Subordinated Noteholders in relation to the New
     Subordinated Note against any of the Conveying
     Subsidiaries.  Similarly, Deutsche Bank, the Highland
     Entities, and Monarch Master do have other claims against
     the Debtors that are unrelated to their capacity as
     Subordinated Noteholders and not affected by the Agreement.

(b) Immediately upon execution of the Settlement Agreement or
     the withdrawal of the Deutsche Bank Guaranty Claims, the
     parties will file a stipulated motion to dismiss the causes
     of action against the Subordinated Noteholders solely in
     their capacity as Subordinated Noteholders in the Third
     Amended Complaint.

(c) The parties agree to mutual releases with respect to the
     claims that relate to the Guaranty.

(d) The Subordinated Noteholders will not have an allowed claim
     pursuant to Section 502 of the Bankruptcy Code or against
     any of the Conveying Subsidiaries relating to the Guaranty.

(e) In the event either party breaches any aspect of the
     Agreement, the breaching party will be liable to the non-
     breaching party for the reasonable fees and costs,
     including attorneys' fees, incurred by the non-breaching
     party in connection with the breach and the enforcement of
     the Agreement.

The Committee's counsel, Patricia A. Redmond, Esq., at Stearns
Weaver Miller Weissler Alhadeff & Sitterson, P.A., in Miami,
Florida, notes that although the Committee and the Subordinated
Noteholders are confident with respect to the merits of their
claims and defenses in the Third Amended Adversary Complaint, the
expense associated with litigation concerning these claims
necessitates the parties' entry into the Settlement Agreement.
She maintains that the parties' Settlement Agreement will
minimize the expenses associated with the litigation involving
the Subordinated Noteholders and will remove the uncertainty
associated with that litigation.

                         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)


TOWER HILL: AM Best Downgrades Financial Strength to 'D'
--------------------------------------------------------
A.M. Best Co. has downgraded the financial strength ratings (FSR)
to D (Poor) from B (Fair) and issuer credit ratings (ICR) to "c"
from "bb" of Tower Hill Preferred Insurance Company, Tower Hill
Prime Insurance Company and Omega Insurance Company (known
collectively as Tower Hill).  The outlook for these ratings is
negative. All companies are domiciled in Gainesville, FL

Subsequently, A.M. Best has withdrawn the ratings and assigned a
category NR-4 to the FSRs and an "nr" to the ICRs in response to
Tower Hill's management's request to be removed from A.M. Best's
interactive rating process.

These rating actions consider the companies' exposure as Florida
personal property writers to frequent and severe catastrophic
weather events, which is significant on both a gross and net
basis, in relation to their surplus positions.  However, the
entities current catastrophe programs rely less on the Florida
Hurricane Catastrophe Fund (FHCF), as no reinsurance was purchased
from the FHCF's Temporary Increase In Coverage Limits (TICL)
layer, as the entities remained skeptical on the ability of the
FHCF to fund all obligations associated with a severe hurricane
event.  In addition, as the companies recently eliminated their
quota share programs, combined with modest catastrophe reinsurance
coverage in potential multiple event scenarios, A.M. Best views
their risk-adjusted capital positions as poor, particularly as
measured on a catastrophe stress test basis.  The uncertainties
inherent in the companies' risk-adjusted capital positions and
overall catastrophe reinsurance programs are reflected by the
negative outlook.

Partially offsetting these negative rating factors are the
companies' efforts in improving their underwriting standards and
geographic spread in Florida, as well as the historical financial
support from their parent companies and management's long standing
presence in the Florida property insurance market.

Tower Hill Insurance Group, LLC -- https://www.thig.com/About/ --
handles all aspects of the daily operations for multiple
companies, including its affiliates: Tower Hill Preferred, Tower
Hill Prime, Omega, and Tower Hill Select insurance companies.
Tower Hill offers homeowners, mobile homeowners, dwelling fire,
condominium, renters, and flood coverage.


TRUMP ENTERTAINMENT: To Face Examiners on Donald Trump Deal
-----------------------------------------------------------
Judge Judith Wizmur of the U.S. Bankruptcy Court for the District
of New Jersey has approved a request by bondholders to appoint an
examiner to investigate Trump Entertainment Resorts Inc.'s
decision to endorse a Chapter 11 plan backed by shareholder Donald
Trump, Steven Church at Bloomberg News reported.  Donald Trump's
daughter, Ivanka, a vice president of development and acquisitions
at Trump Organization LLC, said in an interview with Bloomberg
that her father has no concerns about the examiner because the
transaction was legitimate.

The bondholders have urged a probe as to whether the board acted
in good faith as unsecured creditors will be wiped out under
Donald Trump's plan while he would retain control of the Company.

The Donald Trump Plan is both backed by Company's management and
received the approval of the Company's Board of Directors.

On behalf of the Noteholders' Committee, Kenneth A. Rosen, Esq.,
at Lowenstein Sandler PC, asserted that the Chapter 11 cases cry
out for appointment of an examiner.  "Unrestrained by the
oversight of a trustee or official creditors committee, and
apparently still in the thrall of Donald Trump, the Debtors have
engaged in conduct detrimental to the Debtors' estates and in
possible violation of their fiduciary duty to creditors," he said
in a court filing.

The Noteholders Committee stated that three principal matters
merit investigation:

   a. The Florida Litigation and Aborted Trump Marina Sale.  For
      almost five years, the Debtors have poured tens of millions
      of dollars into litigation against Richard T. Fields and
      Coastal Development, LLC in Florida, which was crafted by
      Mr. Trump.  Now the Debtors have effectively torpedoed the
      proposed sale of the Trump Marina Hotel Casino that would
      have settled the Florida Litigation, rid the Debtors of a
      money-losing operation, and provided the Debtors with a
      badly needed infusion of cash.  They have done so
      purportedly for the privilege of spending many millions more
      in the pursuit of litigation of dubious value that they list
      nowhere as an asset of their estate and apparently do not
      include in their enterprise valuation.  The Debtors' failure
      to close the Trump Marina sale has itself now generated new
      litigation based on fraud and conspiracy against the Debtors
      and their CEO and General Counsel. How and why did the
      Debtors allow this to happen? More specifically, is there
      any value in the Florida Litigation and can that litigation
      possibly justify the loss of the Trump Marina sale?

   b. The Trump Partnership "Abandonment." Just four days before
      the Debtors' bankruptcy filings last February, Mr. Trump
      purported to "abandon" his partnership interest in TER
      Holdings, declaring it to be "worthless."  Although the
      Debtors initially challenged whether this purported
      renunciation of Mr. Trump's partnership interest was valid,
      it appears that it has not pursued the matter further as no
      mention of the issue is made in the plan of reorganization
      proposed by the Debtors and supported by Mr. Trump and Beal
      Bank (the "Insider Plan") or accompanying Disclosure
      Statement (the "Insider Disclosure Statement").  The Ad Hoc
      Committee believes that, by this curious maneuver, Mr. Trump
      sought to avoid significant personal tax liability and to
      foist those liabilities on the Debtors. Just what are the
      facts surrounding Mr. Trump's purported "abandonment" of his
      partnership interest, what are the tax or other implications
      for the Debtors of his actions and why are the Debtors not
      disclosing anything about this?

   c. The Insider Plan Process.  After months of assuring the
      Court, creditors and the investing public that it was
      seriously considering a plan of reorganization proposed by
      the Ad Hoc Committee that would provide recoveries to all
      creditors, the Debtors disclosed on the night of August 3
      that they had already decided in April to adopt the Insider
      Plan that would turn over the Debtors to Mr. Trump and Beal
      Bank and wipe out every other party in the case.  How and
      why did the Debtors and their Board of Directors secretly
      decide to abandon the interests of their other creditors for
      the benefit of a single bank and a single out-of-the-money
      insider shareholder who attempted to abandon his limited
      partnership interests in the Company and foist his potential
      personal tax losses on the Debtors?  How is it that Beal
      Bank decided to partner with Mr. Trump and possibly finance
      his investment in the Debtors under the Insider Plan? And
      how long have Mr. Beal and Mr. Trump conspired to attempt
      their takeover in violation of the Bankruptcy Code?

                             Wipe-Out

As reported by the TCR on August 6, 2009, Trump Entertainment
Resorts Inc. filed a Chapter 11 plan built around the proposed
sale of the company to shareholder Donald Trump.  Under the
agreement reached with the Company, Donald J. Trump and BNAC,
Inc., an affiliate of Beal Bank Nevada, will invest $100 million
cash in the newly private company and become its owners.  Beal
Bank and Beal Bank Nevada to amend and restate a prepetition
credit agreement with the partnership subsidiary of the Company in
order to restructure approximately $486 million in debt.  Under
the amendment, the debt will be assumed by the reorganized company
post-emergence and the maturity period for the repayment is
extended until December 2020 from the existing maturity of 2012.

Under the Plan, only Beal Bank will have recovery, and lowed
ranked creditors would receive nothing.  According to the
disclosure statement explaining the Plan, Beal Bank will recover
94% of its claims.

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.  According to the Disclosure Statement,
because the value of Trump Entertainment 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 and other unsecured
creditors.

Holders of equity interests would receive nothing.  The Debtors
noted that Donald Trump, which owns shares, will obtain ownership
of the reorganized Debtors on account of his $100 million
investment and not on account of his existing equity interests.

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

                     About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.

Trump Hotels & Casino Resorts, Inc., filed for chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925). Trump Hotels' obtained the Court's confirmation
of its Chapter 11 plan on Apr. 5, 2005, and in May 2005, it exited
from bankruptcy under the name Trump Entertainment Resorts Inc.


TRUMP ENTERTAINMENT: Judge Lets Noteholders File Competing Plan
---------------------------------------------------------------
Judge Judith Wizmur of the U.S. Bankruptcy Court for the District
of New Jersey has allowed noteholders to file a competing plan for
Trump Entertainment Resorts Inc., Steven Church at Bloomberg News
reported.

The Ad Hoc Committee of Holders of 8.5% Senior Secured Notes Due
2015 to (i) terminate the Debtors' exclusive periods in which to
file a Chapter 11 plan of reorganization and solicit acceptances
of that plan, and (ii) adjourn the hearing to approve the Debtors'
disclosure statement for their joint Chapter 11 plan of
reorganization dated Aug. 11, 2009.

The Noteholders asked the Court to allow them a competing plan,
citing that the Chapter 11 filed by the Debtors and backed by
Donald Trump "violates the absolute priority rule and cannot be
reconciled with the Debtors' fiduciary obligation to maximize
recoveries to creditors."

The Noteholders Committee said it is willing to submit an
alternative competing plan co-sponsored with Coastal Development,
LLC.  The Noteholder Plan, which was filed under seal, is "fully
documented and financed and ready to go."

In stark contrast to the Insider Plan, the Noteholder Plan,
proposed by the largest creditor constituency (by a wide margin)
of the estates, would deliver far more value to all
constituencies, as follows:

   -- The Noteholder Plan contemplates a capital contribution of
      $175 million in new equity capital in the form of a rights
      offering backstopped by certain holders of the Senior
      Secured Notes.

   -- The Noteholder Plan further contemplates the sale of the
      Trump Marina Hotel Casino to Coastal Marina, LLC for
      $75 million, net of certain deposits and the dismissal of
      the litigation commenced by the Debtors against, among
      others, Richard T. Fields and Coastal Development, LLC,
      alleging that the defendants defrauded the Debtors of the
      opportunity to construct, operate and ultimately reap the
      proceeds of the sale of Hard Rock casino and hotel projects
      on Seminole land in Hollywood and Tampa, Florida.  This
      results in the infusion of immediate value to the estate in
      exchange for the elimination of the huge cash drain caused
      by the Trump Marina's losses and ongoing litigation.

   -- Beal Bank would receive a cash pay down equal to the
      proceeds from the Marina Sale, plus $75 million from the
      proceeds of a rights offering.  In addition, Beal Bank would
      receive new debt at an interest rate to be determined by the
      Court sufficient to provide Beal Bank with the present value
      of Beal's allowed secured claim.

   -- Holders of the Senior Secured Notes, together with eligible
      holders of general unsecured claims, will be entitled to
      receive their pro rata share of (a) 5% of the common stock
      of the reorganized Debtors, and (b) subscription rights to
      acquire 95% of the New Common Stock.  In addition, holders
      of general unsecured claims that are not eligible to receive
      subscription rights would be entitled to receive their pro
      rata share of a fixed pool of cash.

The Noteholders Committee asserts that the Noteholder Plan is
plainly superior to the Insider Plan for all parties-in-interest:

    * The Noteholder Plan provides for $175 million of new,
      committed equity capital sufficient to fund debt service,
      capital expenditures and working capital needs of the
      Debtors.

    * The Noteholder Plan provides for the sale of the Trump
      Marina, currently a negative EBITDA business for the Debtors
      that the Debtors and Mr. Trump have been unable or unwilling
      to sell to date.

    * Unlike the Insider Plan, the Noteholder Plan is consistent
      with the absolute priority rule, affords the senior lender
      with the benefit of its bargain, provides for a meaningful
      recovery to holders of $1.25 billion in Senior Secured Notes
      and offers a recovery to general unsecured creditors.

The Noteholders are represented by Lowenstein Sandler PC and
Stroock & Stroock & Lavan LLP.

                             Wipe-Out

As reported by the TCR on August 6, 2009, Trump Entertainment
Resorts Inc. filed a Chapter 11 plan built around the proposed
sale of the company to shareholder Donald Trump.  Under the
agreement reached with the Company, Donald J. Trump and
BNAC, Inc., an affiliate of Beal Bank Nevada, will invest
$100 million cash in the newly private company and become its
owners.  Beal Bank and Beal Bank Nevada to amend and restate a
prepetition credit agreement with the partnership subsidiary of
the Company in order to restructure approximately $486 million in
debt.  Under the amendment, the debt will be assumed by the
reorganized company post-emergence and the maturity period for the
repayment is extended until December 2020 from the existing
maturity of 2012.

Under the Plan, only Beal Bank will have recovery, and lowed
ranked creditors would receive nothing.  According to the
disclosure statement explaining the Plan, Beal Bank will recover
94% of its claims.

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.  According to the Disclosure Statement,
because the value of Trump Entertainment 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 and other unsecured
creditors.

Holders of equity interests would receive nothing.  The Debtors
noted that Donald Trump, which owns shares, will obtain ownership
of the reorganized Debtors on account of his $100 million
investment and not on account of his existing equity interests.

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

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.

Trump Hotels & Casino Resorts, Inc., filed for chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925). Trump Hotels' obtained the Court's confirmation
of its Chapter 11 plan on Apr. 5, 2005, and in May 2005, it exited
from bankruptcy under the name Trump Entertainment Resorts Inc.


TULLY'S COFFEE: Posts $867,000 Net Loss for June 28 Quarter
-----------------------------------------------------------
TC Global, Inc., dba Tully's Coffee, reported a 66.9% improvement
in net loss from continuing operations or $867,000 for the 13-week
period ended June 28, 2009 as compared to a net loss from
continuing operations of $2,620,000 for the comparable period
ended June 29, 2008.

Tully's reported a net loss of $867,000 for the fiscal first
quarter, from a net loss of $1,568,000 the prior year.

As of June 28, 2009, Tully's had $17,198,000 in total assets and
$15,465,000 in total liabilities, and $1,754,000 in minority
interest in joint venture.  Tully's had accumulated deficit of
$80,047,000 and stockholders' deficit of $21,000 as of June 28,
2009.

During First Quarter 2010, Tully's opened four new retail outlets,
including and additional outlet in Singapore through a joint
venture partnership in Asia, Tully's Coffee Asia Pacific, LP.  At
June 28, 2009, there were 170 U.S. Tully's stores (79 company-
operated and 91 franchised) compared to 156 U.S. stores a year
earlier.

On March 27, 2009, Tully's completed the sale of the assets
associated with Tully's business names, trademarks, and wholesale
business to Green Mountain Coffee Roasters, Inc., for a total
purchase price of $40.3 million for the assets it acquired.  With
the completed sale the company paid off all outstanding debt and
made a $5,988,000 distribution to its shareholders on May 20,
2009.

"Our team has been working hard to improve our retail operations.
We're pleased with our first quarter results and expect to keep
moving in the right direction," said chief executive officer Carl
W. Pennington.

A full-text copy of Tully's First Quarter 2010 results is
available at no charge at http://ResearchArchives.com/t/s?4343

                       About Tully's Coffee

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 535 branded retail locations globally.
TC Global also has the rights to distribute Tully's coffee through
all wholesale channels internationally, outside of North America,
the Caribbean and Japan.


TXCO RESOURCES: Schlumberger Appeals $32 Million DIP Approval
-------------------------------------------------------------
Schlumberger Technology Corp., a creditor of TXCO Resources Inc.,
has appealed a bankruptcy court's approval of the Debtor'srequest
to use cash collateral and up to $32 million in postpetition
debtor-in-possession financing, saying the court's ruling didn't
provide adequate protection of the interests, according to Law360.

As reported by the TCR on June 16, 2009, TXCO Resources received
final bankruptcy court approval of a $32 million debtor-in-
possession financing agreement.  This will allow the Company to
continue operations during its restructuring and preserve its
leasehold assets, including drilling required to maintain certain
leases.

                        About TXCO Resources

TXCO Resources Inc. is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma.  TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.

As reported in Troubled Company Reporter on July 6, 2009, in their
schedules of assets and liabilities, the Debtors have $357,855,952
in total assets and $331,422,792 in total liabilities.


UNI-MARTS LLC: Kwik Pik Is New Stalking Horse Bidder
----------------------------------------------------
Convenience Store News reports that Matrix Capital Markets Group,
the firm handling Uni-Marts LLC's bankruptcy sale, named Kwik Pik
LLC the new stalking horse bidder, pending court approval.

According to Convenience Store News, Uni-Marts failed to obtain
court approval for the first stalking horse bidder, the Company's
primary shareholder Tri-Color Holdings LLC.

The court will decide on September 3 whether to approve Kwik Pik,
Convenience Store News relates, citing Matrix Capital.

Kwik Pik, says Convenience Store News, would pay $10 million for
Uni-Marts' Ohio assets and $6.7 million for the Company's
Pennsylvania and New York assets.  According to the report, Matrix
Capital said that 70 of the assets in Pennsylvania and New York
will be offered to individual store buyers if offers meet value
requirements without any "all or none" restrictions.

Matrix Capital managing director Tom Kelso said in a statement,
"The Kwik Pik agreement provides the debtor with a high degree of
flexibility that provides the opportunity to truly maximize the
value of the assets in an auction process where single assets and
smaller groups of assets are available for sale."

Convenience Store News states that interested parties may bid on
the entire company, groups of assets or on individual stores by
September 16.  Qualified bidders will be invited to attend the
September 23, Convenience Store News relates.

Headquartered in State College, Pennsylvania, Uni-Marts LLC owned
283 convenience stores and gasoline stations in Pennsylvania, New
York and Ohio, but later reduced the store count during its
bankruptcy case, which is still pending.  It was taken private in
2004 by the Sahakian family and private-equity investors.

The Company and six of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. D. Del. Lead Case No.08-11037).
Michael Gregory Wilson, Esq., at Hunton & Williams LLP, represents
the Debtors in their restructuring efforts.  The Debtors selected
Epiq Bankruptcy Solutions LLC as their claims, notice and
balloting agent.  The U.S. Trustee for Region 3 appointed seven
creditors to serve on an Official Committee of Unsecured
Creditors.  The Committee selected Blank Rome LLP as its counsel.


US ANTIMONY: Posts $37,000 Net Loss in Three Months Ended June 30
-----------------------------------------------------------------
United States Antimony Corporation posted a net loss of $37,141
for three months ended June 30, 2009, compared with a net income
of $701,230 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $276,185 compared with a net income of $560,037 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $3.48 million, total liabilities of $1.05 million and
stockholders' equity of $2.43 million.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  At June 30, 2009, the Company's
total current liabilities exceeded its total current assets by
$560,270.  To continue as a going concern, the Company must
generate profits from its antimony and zeolite sales or acquire
additional capital resources through the sale of its securities or
from short and long-term debt financing.  Without financing and
profitable operations, the Company may not be able to meet its
obligations, fund operations and continue in existence.  While
management is optimistic that the Company will be able to sustain
profitable operations and meet its financial obligations, there
can be no assurance of the results.  The Company's management is
confident, however, given recent increases in pricing, the
expectation of acquiring new customers, and continued reduction in
capital spending, that it will be able to generate cash from
operations and financing sources that will enable it to meet its
obligations over the next twelve months.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4315

United States Antimony Corporation (OTC:UAMY) is engaged in the
mining and production of antimony products.  The Company's
subsidiaries include Antimonio de Mexico, S. A. de C. V., which
mines and smelts antimony in Mexico; Antimonio de Mexico, S. A. de
C. V., which explores and develops antimony and silver deposits in
Mexico, and Bear River Zeolite Company, which mines and produces
zeolite in southeastern Idaho.  The principal business of the
Company is the production and sale of antimony and zeolite
products.


VIASPACE INC: VGE Acquires Inter-Pacific Arts in BVI and Guangzhou
------------------------------------------------------------------
VIASPACE Inc. and its majority-owned subsidiary, VIASPACE Green
Energy Inc., a British Virgin Islands international business
company, on August 21, 2009, entered into Amendment No. 2 to a
Securities Purchase Agreement that was originally entered into on
October 21, 2008 and subsequently amended on June 22, 2009, with
Sung Hsien Chang, an individual, and China Gate Technology Co.,
Ltd., a Brunei Darussalam company.

Under the Purchase Agreement, VGE would acquire 100% of Inter-
Pacific Arts Corp., a British Virgin Islands international
business company, and the entire equity interest of Guangzhou
Inter-Pacific Arts Corp., a Chinese wholly owned foreign
enterprise registered in Guangdong province from Chang, the sole
shareholder of IPA BVI and IPA China.

In exchange, VIASPACE agreed to pay a combination of cash, and
newly-issued shares of the Company and VGE stock.

IPA BVI and IPA China specialize in the manufacturing of high
quality, copyrighted, framed artwork sold in U.S. retail chain
stores.  IPA China also has a license to grow and sell a new fast-
growing hybrid grass to be used for production of biofuels and as
feed for livestock.

The acquisition of IPA BVI and IPA China was to be completed
through two closings.  At the first closing which took place on
October 21, 2008, VGE issued newly-issued shares to Mr. Chang and
his designees and VIASPACE issued shares of its common stock to
Mr. Chang and Licensor.  Mr. Chang delivered 70% of the
outstanding common stock of IPA BVI.

The second closing was originally scheduled to be held within 240
days after the first closing or June 21, 2009.  On June 22,
Amendment No. 1 to the Purchase Agreement extended the Second
Closing to August 21.

On August 21, 2009, the Amendment was entered into which extends
the Second Closing to November 21.  At the Second Closing,
VIASPACE is to pay $4.8 million plus Interest since the First
Closing, in cash to Mr. Chang.  Interest on the Cash Consideration
shall accrue at 6% for the first six months after the First
Closing, and then 18% until June 10, 2009, and then an annual rate
of 6%.  As of the Second Closing, VIASPACE shall also issue 1.8%
of its then outstanding shares of common stock to Licensor and Mr.
Chang shall deliver the remaining 30% of the outstanding shares of
IPA BVI to VGE.

As required by the Purchase Agreement, VGE filed a Form S-1
Registration Statement with the Securities and Exchange Commission
on June 3, 2009 covering the resale of all or such maximum portion
of VGE common stock issued pursuant to the Purchase Agreement as
permitted by SEC regulations.  The Amendment extends until
November 21, 2009, the date that VGE shall use its best efforts to
qualify its Common Stock for quotation on a trading market.  If
VGE's Registration Statement is declared effective by the SEC on
or before November 21, 2009, the Second Closing Deadline will be
extended until December 21, 2009.

Provided that the Second Closing has occurred, if VGE common stock
is not listed on a trading market by November 21, 2009, then
VIASPACE will issue to Mr. Chang the number of shares of its
common stock equivalent to US$5,600,000.

In addition, in the Amendment, VIASPACE irrevocably assigned to
Mr. Chang and Licensor VIASPACE shares issued to Mr. Chang and
Licensor in the First Closing of the Purchase Agreement.  Licensor
agreed to limit sales of VIASPACE common shares issued at the
First Closing to a maximum of 8,800,000 shares in any 90-day
period.  Additionally, in the event that the Second Closing fails
to occur and Parent's closing conditions to the Second Closing as
set forth in the Purchase Agreement have been satisfied, then (1)
Mr. Chang or his designees shall retain VGE Shares, (2) VIASPACE
shall transfer all shares of VGE common stock it holds to Mr.
Chang, (3) Mr. Chang will deliver the remaining 30% equity
interest of IPA-BVI to VGE, such that VGE shall receive all equity
securities of IPA-BVI, and (4) if VGE's common stock is not listed
on a Trading Market as of the Second Closing Deadline, Mr. Chang
shall also receive such number of shares of VIASPACE common stock
so that Mr. Chang shall own a majority of the outstanding shares
of VIASPACE common stock as of the date of issuance.

A copy of Amendment No. 2 to the Securities Purchase Agreement is
available at no charge at http://ResearchArchives.com/t/s?4344

                        About VIASPACE Inc.

VIASPACE Inc. (OTCBB: VSPC) is a renewable and alternative energy
company with a global reach and a framed artwork manufacturing
company.  VIASPACE also produces disposable fuel cartridges that
provide the energy source for notebook computers and cell phones
powered by fuel cells.  VIASPACE also has a subsidiary that
manufactures quality framed artwork sold to retailers in the U.S.
VIASPACE is based in California with business activities in China,
Korea and Japan.

The Company's auditors has issued a going concern audit opinion
which raised doubt about the Company's ability to continue as a
going concern and fund cash requirements for operations through
March 31, 2010.  Beginning in the fourth quarter of 2008, the
Company has made major changes to address this issue including
laying off certain of its staff to reduce operating expenses and
selling non-core and as yet non-profitable business units.  The
Company is now focused primarily on three main business units
including the fuel cell business, grass business and framed-
artwork business.  During 2009, management of the Company is
focused on completing the second closing of an IPA transaction
which requires a US$4.8 million payment to Sung Chang.  If the
second closing is accomplished, management believes the Company
will be able to continue as a going concern with no immediate need
for additional outside financing.


VIASPACE INC: Posts $555,000 Net Loss for June 30 Quarter
---------------------------------------------------------
VIASPACE Inc. said revenues for the quarter were $1.47 million,
including $1.28 million from the late-2008 strategic acquisition
of Inter-Pacific Arts, Inc., and $190,000 primarily from military
contracts for monitoring and detection systems.  Gross profit for
the quarter was $613,000, including $581,000 related to IPA.  Both
revenue and gross profit were much larger than for second-quarter
2008, when revenues were $12,000 and gross profit was $10,000.

Operating expenses for the quarter declined to $1.2 million,
compared to $1.9 million in second-quarter 2008, due to lower
research and development expense and lower selling, general and
administrative expense. Stock-based compensation and stock option
expense for the quarter was $980,000, compared to $1.32 million in
second-quarter 2008.

Operating loss for the quarter declined significantly to $614,000,
compared to an operating loss of $1.9 million in second-quarter
2008.

For the quarter, other income, net, including noncontrolling
interests in consolidated subsidiaries and income tax expense, was
$59,000, compared to other expense, net, of $30,000 in second-
quarter 2008.  Included in other income for 2009 was a gain
related to the sale of the Company's humidity sensor business line
during the quarter. Included in other expense for 2008 was
discontinued operations related to the humidity sensor business
sale and the security business unit sale.

Net loss for the quarter was $555,000, or ($0.00) per share,
compared to a net loss of $1.9 million, or ($0.00) per share for
second-quarter 2008.

As of June 30, 2009, the Company had $19.0 million in total assets
and $6,232,000 in total liabilities, all current.  Consolidated
cash and cash equivalents were $1.6 million on June 30, 2009.

VIASPACE Chief Executive Dr. Carl Kukkonen commented: "Second-
quarter growth reflects continuing revenue contributions from IPA
and higher revenues from Ionfinity's government contracts, which
are ongoing.  Other business activities, such as fuel-cell
cartridge development with Samsung through our direct methanol
fuel cell subsidiary, are also ongoing and expected to contribute
to year-over-year growth in 2009.

"Our focus remains on expanding our footprint in renewable energy
through our subsidiary, VIASPACE Green Energy.  Our strategy is to
generate higher revenues, maintain lower research and development
costs and other expenses, and utilize operating cash flows to
internally finance our renewable energy operations; primarily to
develop substantial acreage of Giant King Grass to meet
anticipated large demand for low carbon, non-food, renewable
sources to supply electric power utilities and producers of liquid
biofuels known as grassoline."

During the quarter, cash from operations was used for work related
to existing planted acreage, land development for increasing Giant
King Grass production, and pursuing supply contracts with
potential customers, including electric power suppliers, biofuels
manufacturers, and other large-scale customers for Giant King
Grass.

Mr. Kukkonen continued: "A recent independent analysis confirmed
that Giant King Grass is an excellent source of renewable, low-
carbon energy.  Its fast-growing and high yield-per-acre
characteristics make it a desirable economic alternative to
switchgrass and other grasses and plant crops currently being used
or considered for non-petroleum energy.  In fact, we are beginning
to see active interest in our Giant King Grass from a number of
energy providers seeking to either increase their use of renewable
sources and reduce dependence on petroleum, or add energy
production capacity that is entirely based on renewable sources."

"As in first and second quarters this year, we expect financial
results in future periods to continue improving over last year,"
Mr. Kukkonen added.  "Based on numerous meetings with potential
customers, we believe that progress with our renewable energy
strategy will become more visible this year and set the foundation
for substantial business and revenue growth in 2010."

A full-text copy of the Company's Quarterly Report is available at
no charge at http://ResearchArchives.com/t/s?4345

VIASPACE Inc. (OTCBB: VSPC) is a renewable and alternative energy
company with a global reach and a framed artwork manufacturing
company.  VIASPACE also produces disposable fuel cartridges that
provide the energy source for notebook computers and cell phones
powered by fuel cells.  VIASPACE also has a subsidiary that
manufactures quality framed artwork sold to retailers in the U.S.
VIASPACE is based in California with business activities in China,
Korea and Japan.

The Company's auditors has issued a going concern audit opinion
which raised doubt about the Company's ability to continue as a
going concern and fund cash requirements for operations through
March 31, 2010.  Beginning in the fourth quarter of 2008, the
Company has made major changes to address this issue including
laying off certain of its staff to reduce operating expenses and
selling non-core and as yet non-profitable business units.  The
Company is now focused primarily on three main business units
including the fuel cell business, grass business and framed-
artwork business.  During 2009, management of the Company is
focused on completing the second closing of an IPA transaction
which requires a US$4.8 million payment to Sung Chang.  If the
second closing is accomplished, management believes the Company
will be able to continue as a going concern with no immediate need
for additional outside financing.


VIDEOTRON: DBRS Assigns 'BB' Issuer Rating
------------------------------------------
DBRS has assigned Videotron Ltee an Issuer Rating of BB (high) and
a Secured Bank Debt rating of BBB (low).  Videotron's Senior
Unsecured Notes rating has been upgraded to BB (high) from BB, and
DBRS has also assigned recovery ratings to Videotron's Secured
Bank Debt and Senior Unsecured Notes of RR1 and RR3, respectively,
pursuant to its leveraged finance rating methodology.  The trends
on all ratings are Stable.

The BB (high) Issuer Rating is one notch higher than Videotron's
former implied Issuer Rating of BB (identical to its former Senior
Unsecured Notes rating), previously with a Positive trend.  The
implied upgrade is a result of the strong operating performance of
Vid‚otron in recent years, which has driven EBITDA growth in the
mid-20% range for the past few years.  This has translated into a
stronger financial risk profile, with gross debt-to-EBITDA
remaining below 2.5 times for the past three years and expected to
remain at or below this level going forward.  Despite this, DBRS
notes that Videotron's Issuer Rating is constrained by the
leverage at its parent, Quebecor Media Inc., which continues to
depend on Videotron's cash distributions to support its interest
costs and funding requirements.

Vid‚otron's BB (high) Issuer Rating is supported by its strong
market position in the Qu‚bec market, with a cable footprint that
covers 2.56 million homes and services 1.73 million basic
subscribers.  Videotron continues to benefit from not only basic
subscriber growth, but also steady growth in digital, high-speed
Internet, and telephony subscribers.  Plus, Videotron continues to
be successful in bundling its subscribers, with a rising number of
subscribers taking two or three of its services.  This is a
marketplace that remains highly competitive for the satellite and
telco operators that provide all of these services.

This bundling effort has not only taken Vid‚otron's ARPU levels to
over $86/month ($51.86/month in 2005), it has also driven basic
subscriber growth (a mature product) and lowered subscriber churn
levels.  These factors have contributed to the aforementioned
double-digit EBITDA growth over the past two years while boosting
EBITDA margins to impressive levels - mid-40% range for the past
two periods.  DBRS notes that EBITDA margins were weak for
Videotron relative to its peers in 2002, at around 30%.

DBRS expects these growth drivers to remain in place for Videotron
in 2009 and 2010, with EBITDA growth expected to more than offset
the forecast start-up operating costs as the Company begins to
deploy its wireless network.  As such, DBRS expects EBITDA to
improve to above the $900 million level in 2009, with further
growth in 2010.  Furthermore, the deployment of DOCSIS 3.0 in 2009
should strengthen the Company's competitive position versus other
video providers/telcos in terms of high-speed Internet services.

DBRS notes that Videotron purchased wireless spectrum in 2008 for
$555 million, giving it 40MHz of spectrum in Quebec along with
lesser amounts in parts of Ontario.  The Company is building a
wireless network in Quebec and plans to roll out and integrate
this fourth service into its service bundle.  While wireless is a
highly competitive market in Canada, DBRS believes that with its
existing subscribers, bundling capabilities and distribution
channels, Videotron should be successful in extending into the
wireless business.

While DBRS expects Videotron's debt levels to increase in 2009 to
cover a free cash flow deficit (as capex levels escalate to deploy
wireless), DBRS believes that the roughly $150 million in
additional debt expected remains reasonable, with EBITDA and cash
flow from operations continuing to grow.  As a result, DBRS does
not anticipate that the Company's gross debt-to-EBITDA will weaken
in 2009 or 2010.  Once the bulk of wireless capex is completed
(2009 and 2010 are expected to be the peak years), spending should
be reduced to levels in line with other wireless carriers (15% to
20% of revenue).

DBRS notes that should Videotron's wireless deployment and entry
into this business be successful - in tandem with continued
healthy results and reasonable leverage - positive rating action
may be warranted over time.  However, DBRS does caution that,
while currently not anticipated, significant additional debt
levels at Videotron's parent, QMI, and/or material deterioration
in Videotron's strong cable operations, could lead to pressure on
the Company's ratings.

DBRS has stressed Videotron under a default scenario whereby it
could possibly default on its debt obligations over a 2009 to 2012
time frame under certain assumptions outlined below.  In this
default scenario, Videotron would be in a negative free cash flow
position and would require additional debt to fund itself (DBRS
has assumed the Company increases its secured credit facility and
borrows $1 billion).

At a stressed valuation level, DBRS notes that Videotron's secured
bank debt ($1.1 billion) has outstanding recovery prospects under
a base case default/recovery scenario.  As such, DBRS has assigned
Videotron's Secured Bank Debt a recovery rating of RR1 (90%-100%
expected recovery) and an instrument rating of BBB (low), one
notch above Videotron's BB (high) Issuer Rating.  This is
consistent with DBRS's updated leveraged finance rating
methodology released on June 9, 2009.

DBRS notes that Videotron's senior unsecured debt ($1.9 billion)
has good recovery prospects under a base case default/recovery
scenario.  As such, DBRS has assigned Vid‚otron's Senior Unsecured
Notes a recovery rating of RR3 (50%-70% expected recovery) and an
instrument rating of BB (high) (the same as Vid‚otron's BB (high)
Issuer Rating), as this senior unsecured debt ranks behind the
Company's secured bank debt.

Videotron Ltee -- http://www.videotron.com/service/-- is an
integrated Telecommunications company active in cable television,
interactive multimedia development, video on demand, Cable
telephony, wireless communication and Internet access services,
primarily serving Quebec, Canada, the francophone communities of
New Brunswick as well as some parts of Eastern Ontario.  It is a
subsidiary of Quebecor Media.


WESTFALL TOWNSHIP: Settlement With David Katz Approved
------------------------------------------------------
pocononews.net reports that a federal magistrate has reportedly
endorsed a $6 million settlement between Westfall Township and
developer David Katz.

As reported by the Troubled Company Reporter on August 26, 2009,
Westfall Township reached a settlement to a $20 million claim by
Mr. Katz.  Westfall Township agreed to pay Mr. Katz a total of
$6 million to be paid for 20 years.  Westfall Township officials
were found guilty in 1999 of violating Mr. Katz's civil rights by
conspiring to stop him from developing a 730-acre wooded area.
The original judgment ballooned to more than $20 million with
interest and fees, forcing the township to file for bankruptcy.

Westfall Township and Mr. Katz signed the papers last week, says
pocononews.net.  The settlement, states the report, will be paid
out over 20 years.

Westfall Township filed its Chapter 9 petition on April 10, 2009
(Bankr. M.D. Pa. Case No. 09-02736).

The primary purpose of Chapter 9 is to allow the municipality to
continue its operations and its provision of services while it
adjusts or restructures creditor obligations.  In a Chapter 9
case, the jurisdiction and powers of the bankruptcy court are
limited such that the court may not interfere with any of the
political or governmental powers of the municipality, or the
municipality's use or enjoyment of any income-producing property.


WINDSOR CENTURY: M&I Wants Property Receiver Excused from Rule
--------------------------------------------------------------
M&I Marshall & Ilsley Bank, a secured creditor of Windsor Century
Plaza LLC, asks the U.S. Bankruptcy Court for the District of
Arizona to excuse Morrie Aaron of MCA Financial Group, the state
court appointed receiver of the Debtor's property known as Century
Plaza located at 3225 North Central Avenue in Phoenix, Arizona,
from the turnover requirements of Section 543 of the U.S.
Bankruptcy Code.

Brian Sirower, Esq., at Quarles & Brady LLP, relates that M&I
seeks the relief on an emergency basis because the property
includes both occupied and unoccupied condominiums that must be
protected, repaired, maintained, and adequately insured.  Mr.
Aaron has had possession, custody, and control of the property
since Dec. 4, 2009, and Debtor does not have the resources to
protect and maintain the Property, and does not have the resources
to maintain adequate insurance on the property, Mr. Sirower says.
M&I asserts, but Debtor does not acknowledge, that, as a result,
the property is in danger of irreparable harm and must be
immediately protected and preserved, Mr. Sirower notes.

Mr. Sirower relates that the property was funded by a $39.8
million loan provided by M&I on Aug. 16, 2006.  The Debtor
defaulted on its obligation under the loan agreement by failing to
pay all amounts due and owing on Sept. 1, 2008.  The Debtor now
owes about $42.0 million as a result of the loan agreement and
notes, he says.

                       About Windsor Century

Phoenix, Arizona-based Windsor Century Plaza, LLC, operates a real
estate business.  The Company filed for Chapter 11 on Aug. 5, 2009
(Bankr. D. Ariz. Case No. 09-18571).  Michael W. Carmel, Esq.,
represents the Debtor in its restructuring efforts.  In its
petition, the Debtor listed total assets of $19,000,000 and total
debts of $45,465,1


WORLDGATE COMMS: Posts $18.8MM Net Loss in Quarter Ended June 30
----------------------------------------------------------------
WorldGate Communications Inc. posted a net loss of $18.80 million
for three months ended June 30, 2009, compared with a net loss of
$2.99 million for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $16.53 million compared with a net loss of $5.14 million for
the same period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $64.32 million, total liabilities of $64.26 million and
stockholders' equity of $57,850.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?433c

Based in Trevose, Pennsylvania, WorldGate Communications Inc.
(Nasdaq: WGAT) -- http://www.wgate.com/-- designs, manufactures,
and distributes the Ojo line of personal videophones.  Ojo
personal videophones offer real-time, two-way video communications
with video messaging.

                        Going Concern Doubt

On March 25, 2009, Marcum & Kliegman LLP in Melville, New York,
expressed substantial doubt about WorldGate Communications Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal years ended Dec. 31,
2008, and 2007.  The auditor noted that the Company suffered
recurring losses from operations and had an accumulated deficit of
$271.00 million, stockholders' deficiency of $8.20 million and a
working capital deficit of $8.50 million at Dec. 31, 2008.

The Company also experienced severe cash shortfalls, deferred
payment of some of its operating expenses, and elected to shut
down its operations for a period of time during 2008.


WR GRACE: Court Limits Use of Solvency Findings
-----------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants and
the Asbestos PI Future Claimants' Representative in W.R. Grace &
Co.'s cases ask the Bankruptcy Court to limit its use of future
findings or conclusions with respect to the Debtors' solvency.

The Bank Lenders, various unsecured creditors, and the Official
Committee of Unsecured Creditors have disputed the Debtors'
solvency and, therefore, the Unsecured Creditors are entitled to
receive postpetition interest.  The Unsecured Creditors have
indicated that they intend to litigate the Solvency Issue at the
Phase II Plan Confirmation Hearing.

Whether the Unsecured Creditors are entitled to postpetition
interest and at what rate are contractual disputes between the
Debtors and the Bank Lenders and other Unsecured Creditors, Mark
T. Hurford, Esq., at Campbell & Levine, LLC, in Wilmington,
Delaware, and John C. Philips, Esq., at Philips, Goldman & Spence,
P.A., in Wilmington, Delaware, say, on behalf of the PI Committee
and FCR.

The Asbestos Committees are parties to the relevant contracts and
are not participants in that dispute, Mr. Hurford contends.
Accordingly, the Asbestos Committees are not required, and do not
intend, to present evidence on those issues.

In this regard, the Asbestos Committees ask the Court to limit the
findings and conclusions relating to the Solvency Issue that it
may reach, if any, in relation to the Unsecured Creditors'
contention that they entitled to postpetition interest.

The Debtors have agreed with and consented to the request,
according to the Asbestos Committees.

       Creditors' Committee and Bank Lender Group React

The Creditors' Committee and the Bank Lender Group insist that the
Debtors' solvency "is already established by (i) the Plan itself,
which allows equity holders to retain all of their interests, and
(ii) under Third Circuit law, by Grace's market capitalization of
over $1 billion as of August 7, 2009.

It would be inappropriate to limit proof regarding Grace's
solvency only to the issue of the Bank Lenders' right to
postpetition interest, especially in advance of the presentation
of any evidence, Michael R. Lastowski, Esq., at Duane Morris LLP,
in Wilmington, Delaware, and James S. Green, Esq., at Landis Rath
& Cobb LLP, in Wilmington, Delaware, argue.

By forcing the Creditors' Committee and the Bank Lender Group to
prove solvency by presenting evidence regarding the value of the
asbestos personal injury claims, the Plan Proponents accepted the
risk that the findings and conclusions concerning solvency could
have implications to confirmation of the Plan beyond the issue of
postpetition interest, Mr. Lastowski asserts.

An "easy fix," according to Messrs. Lastowski and Green, is for
the Plan Proponents to simply stipulate to Grace's solvency,
solely with respect to the Plan objections raised by the
Creditors' Committee and the Bank Lender Group.  The Stipulation
will alleviate the concerns of the Asbestos Committees and the
Debtors regarding solvency and the concomitant estimation of the
asbestos personal injury claims.

However, since the Plan Proponents seek to put the Creditors'
Committee and the Bank Lender Group to the task of proving
solvency, the Plan Proponents should not be protected from any
adverse ramifications of the Plan Proponents' strategic decision,
Messrs. Lastowski and Green averred.

                       *     *     *

Judge Fitzgerald rules that any finding made or conclusion reached
by the Court with respect to the Debtors' solvency for the purpose
of determining whether to confirm the Amended Plan:

  (a) may not be used by any party for any purpose other than in
      connection with objections to or confirmation of the Plan;
      and

  (b) does not preclude any party from offering any evidence on
      the issue of the Debtors' Solvency in the event a plan
      of reorganization, other than the Amended Plan, is
      proposed for confirmation.

The Court's order is pursuant to an agreement reached between the
Asbestos Committees, and the Creditors' Committee and the Bank
Lender Group, which resolves the Objections.  BNSF Railway Company
has also advised that the Agreement resolves its objection to the
Motion.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Revised Phase II Plan Confirmation Hearing Schedule
-------------------------------------------------------------
In a fourth amended Case Management Order, Judge Judith Fitzgerald
designated these deadlines leading to the Phase II hearing to
consider confirmation of the First Amended Joint Plan of
Reorganization:

August 25, 2009   -- Deadline for filing of (i) final exhibits,
                      including Feasibility, (ii) trial briefs
                      and final Plan objections relating to
                      Feasibility, (iii) deposition designations
                      and counter-designations to be provided to
                      the Court by the Debtors; and provision of
                      binders to the Court relating to relevant
                      pleadings

August 28, 2009   -- Deadline for filing of (i) responses to
                      Motions in Limine, (ii) completed
                      depositions of witnesses

September 1, 2009   -- Deadline for filing of objections to
                      exhibits filed

September 3, 2009   -- Deadline for filing reply briefs in
                      support of Daubert Motions

September 8, 2009   -- Deadline for presentation of arguments to
                      Daubert Motions

The Phase II Confirmation Hearing schedule remains from
September 8 to 11, 2009, and September 14 to 17, 2009, if
necessary.

The Court clarified that the Amended Schedules do not address:

  (i) discovery regarding the Debtors' solvency;

(ii) the Plan Proponents' right to submit a supplemental report
      from Dr. David Weil prior to his deposition, on the
      completion of his work regarding and in response to what
      the Plan Proponents claim to be the late production of
      reliance materials by Dr. Alan Whitehouse;

(iii) responses to any testimony offered by Jon Heberling and
      Thomas Lewis after their depositions; and

(iv) certain scheduled depositions and additional actions which
      have been scheduled by agreement.

All hearings outlined in the 4th Amended CMO will take place
before Judge Fitzgerald in the United States Bankruptcy Court for
the Western District of Pennsylvania at 5464 U.S. Steel Tower, 600
Grant Street in Pittsburgh, Pennsylvania, beginning at 9:00 a.m.,
except for the Hearing on September 8, 2009, which will begin at
11:00 a.m.

A full-text copy of the 4th Amended CMO is available for free
at http://bankrupt.com/misc/Grace_4thAmendedCMO.pdf

In a certification filed with the Court, the Plan Proponents --
W.R. Grace & Co., et al., and its debtor-affiliates, the Official
Committee of Asbestos Personal Injury Claimants, the Official
Committee of Equity Security Holders, and the Asbestos PI Future
Claimants' Representative -- believe that the 4th Amended CMO
accurately reflects the comments of all of interested parties in
the Debtors' cases, and provides appropriate dates for the
completion of the Confirmation discovery and pre-trial
proceedings.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Voting Results on First Amended Plan
----------------------------------------------
Kevin A. Martin, a senior manager of BMC Group, Inc., in El
Segundo, California, W.R. Grace & Co., Inc.'s voting agent,
submitted to Judge Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware a Revised Tabulation Detail Report on the
Debtors' First Amended Joint Plan of Reorganization.

Mr. Martin stated that the Revised Tabulation resulted from the
occurrence of these three events:

  (1) A stipulation between the Debtors and Fireman Fund
      Insurance Company's temporary allowance of claim for
      voting purposes only at $3,860,000, rather than the
      original vote amount of $1.  Accordingly, the Ballot
      Tabulation database was revised to reflect $3,860,000 for
      Fireman Fund's Class 6 vote to reflect the Plan.

  (2) The original Ballot Tabulation Report indicated that in
      Class 7-A there were 396 votes to Accept and 63 votes
      to reject.  Due to a data issue during the processing of
      the Master Ballot spreadsheet submitted by Speights &
      Runyan, on behalf of their numerous clients in support of
      their Class 7-A Ballot, three votes to Reject were
      inadvertently tabulated as Accepts, making their count 124
      votes to Accept and 0 votes to Reject.  Accordingly, the
      Ballot Tabulation database was revised to reflect the
      correct vote counts of 121 to Accept and three to Reject.

  (3) Attorneys for Continental Casualty Companies, Ford,
      Marrin, Esposito, Witmeyer & Gieser, voted the Class 7-A
      Ballot on behalf of its clients, and pursuant to the
      Voting Instructions, submitted the voting data on a
      spreadsheet.  The Class 7-A Ballot was counted at 63 votes
      to reject based upon the spreadsheet data.  However, upon
      further review of the Claims that comprise the votes on
      the spreadsheet, the Class 7-A Ballot should be counted as
      one vote to Reject, as the Claims are all identical Claims
      filed against multiple Debtors.  Accordingly, the Ballot
      Tabulation database was revised to reflect the correct
      vote count of one to Reject the Plan.

Mr. Martin added that holders of at least two-thirds in amount and
more than one-half in number -- or at least 75% in number for
classes voting for purposes of Section 524(g) of the Bankruptcy
Code -- of claims voting in each impaired class have voted to
accept the Plan.  The votes of creditors in Class 9, which is
unimpaired, were provisionally solicited and provisionally
tabulated.

More than one-half in number of claims voting in Class 9 voted to
accept the Plan, but the provisional vote did not obtain the
requisite two-thirds dollar amount for acceptance, he related.

Mr. Martin disclosed these amended results of the tabulation of
properly executed and timely received ballots for these Classes:

  ----------------------------------------------------------
  |           |                          |                        |
  |           |       Accepting          |     Rejecting          |
  |   Class   |_________________________ |_______________________ |
  |           | No. of  |    Amount      | No. of  |   Amount     |
  |           | Holders |     Held       | Holders |    Held      |
  |__________ |________ |_______________ |________ |_____________ |
  |           |         |                |         |              |
  | Class 6   | 275,366 | $4,098,207,537 |  1,349  | $24,019,025  |
  |  Claim    |         |                |         |              |
  | Holders   |(99.51%) |   (99.39%)     | (0.49%) |   (0.60%)    |
  |__________ |________ |_______________ |________ |_____________ |
  |           |         |                |         |              |
  | Class 7A  |   393   |       -        |     4   |      -       |
  |  Claim    |         |                |         |              |
  | Holders   |(98.99%) |       -        | (1.01%) |      -       |
  |__________ |________ |_______________ |________ |_____________ |
  |           |         |                |         |              |
  | Class 7B  |  1,833  |     $1,820     |   240   |     $234     |
  |  Claim    |         |                |         |              |
  | Holders   |(88.42%) |    (88.60%)    |(11.58%) |   (11.39%)   |
  |__________ |________ |_______________ |________ |_____________ |
  |           |         |                |         |              |
  | Class 8   |    1    |   $6,500,000   |    0    |      $0      |
  |  Claim    |         |                |         |              |
  | Holders   | (100%)  |     (100%)     |   (0%)  |     (0%)     |
  |__________ |________ |_______________ |________ |_____________ |
  |           |         |                |         |              |
  | Class 9   |   608   |   $66,466,717  |   49    | $325,226,655 |
  |  Claim    |         |                |         |              |
  | Holders   |(92.54%) |    (16.96%)    | (7.46%) |   (83.03%)   |
  |__________ |________ |_______________ |________ |_____________ |
  |           |         |                |         |              |
  | Class 10  | 33-mil. |        -       |3.7-mil. |      -       |
  |  Claim    |         |                |         |              |
  | Holders   |(89.89%) |        -       |(10.10%) |      -       |
  |__________ |________ |_______________ |________ |_____________ |

A full-text copy of Mr. Martin's Amended declaration is available
for free at:

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

A summary of the Revised Voting and Tabulation Results is
available for free at:

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

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* FDIC's Problem List of Banks Rise to 416 at End of Q2
-------------------------------------------------------
The Federal Deposit Insurance Corporation said August 27 that the
number of banks and savings institutions in its "Problem List"
increased to 416 at the end of the second quarter compared with
305 at March 31.

The 416 banks have combined assets of $299.8 billion.  The FDIC
said this is the largest number of "problem" institutions since
June 30, 1994, and the largest amount of assets on the list since
December 31, 1993.

At the end of the 2008, there were 252 banks on the Problem List.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

The Deposit Insurance Fund decreased by $2.6 billion -- 20.3% --
during the second quarter to $10.4 billion, based on unaudited
figures.

According to the FDIC, the reduction in the DIF was primarily due
to an $11.6 billion increase in loss provisions for bank failures.
Twenty-four insured institutions with combined assets of
$26.4 billion failed during the second quarter of 2009, the
largest number of quarterly failures since the fourth quarter of
1992, when 42 insured institutions failed.  For 2009 through the
end of the second quarter, 45 insured institutions with combined
assets of $35.9 billion failed at an estimated current cost to the
DIF of $10.5 billion.

                 Problem Institutions      Failed Institutions
                 --------------------      -------------------
  Year           Number  Assets (Mil)      Number  Assets (Mil)
  ----           ------  ------------      ------  ------------
  Q2'09             416      $299,800          24        $26,400
  Q1'09             305      $220,047          21         $9,498
  2008              252      $159,405          25       $371,945
  2007               76       $22,189           3         $2,615
  2006               50        $8,265           0             $0
  2005               52        $6,607           0             $0
  2004               80       $28,250           4           $170

              One in Four Banks Reported Quarterly Loss

Burdened by costs associated with rising levels of troubled loans
and falling asset values, FDIC-insured commercial banks and
savings institutions reported an aggregate net loss of
$3.7 billion in the second quarter of 2009.  Increased expenses
for bad loans were chiefly responsible for the industry's loss.
Insured institutions added $66.9 billion in loan-loss provisions
to their reserves during the quarter, an increase of $16.5 billion
(32.8%) compared to the second quarter of 2008.  Quarterly
earnings were also adversely affected by writedowns of asset-
backed commercial paper, and by higher assessments for deposit
insurance.  Almost two out of every three institutions (64.4%)
reported lower quarterly earnings than a year ago, and more than
one in four (28.3%) reported a net loss for the quarter.  A year
ago, the industry reported a quarterly profit of $4.7 billion, and
fewer than one in five institutions (18%) were unprofitable.  The
average return on assets (ROA) was -0.11%, compared to 0.14% in
the second quarter of 2008.

A copy of the FDIC's Quarterly Banking Profile for the second
quarter of 2009 is available for free at:

        http://bankrupt.com/misc/FDIC_QBP_2Q_09.pdf

                      2009 Failed Banks List

The FDIC has taken over 81 banks so far this year.

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks:

                                            Buyer's     FDIC Cost
                                            Assumed  to Insurance
                                            Deposits         Fund
  Closed Bank          Buyer                (millions)  (millions)
  -----------          ----                 --------       -----
Guaranty Bank       BBVA Compass, Birmingham $11,656.0   $3,000.0
ebank, Atlanta, GA  Stearns Bank, N.A.          $130.0     $163.0
First Coweta Bank   United Bank, Zebulon        $144.0      $48.0
CapitalSouth Bank   IBERIABANK, Lafayette       $542.4     $151.0
Colonial Bank       BB&T, Winston-Salem      $20,000.0   $2,800.0
Union Bank, N.A.    MidFirst Bank                $14.0      $61.0
Community Bank Nev  FDIC-Created DINB         $1,375.8     $781.5
Community Bank Ariz MidFirst Bank               $143.8      $25.5
Dwelling House      PNC Bank, N.A.               $13.8       $6.8
First State Bank    Stearns Bank, N.A.          $379.0     $116.0
Community National  Stearns Bank, N.A.           $93.0      $24.0
Community First     Home Federal Bank, Nampa    $151.0      $45.0
Integrity Bank      Stonegate Bank, Fla.        $102.0      $46.0
Mutual Bank         United Central, Tex.      $1,600.0     $696.0
First BankAmericano Crown Bank, Brick, NJ       $157.0      $15.0
First State, Altus  Herring Bank, Amarillo, Tex. $98.2      $25.2
Peoples Community   First Financial Bank, Ohio  $598.2     $129.5
Waterford Village   Evans Bank, N.A.             $58.0       $5.6
SB - Gwinnett       State Bank and Trust        $292.0   }
SB - North Fulton   State Bank and Trust        $191.0   }
SB - Jones County   State Bank and Trust        $387.0   } $807.0
SB - Houston County State Bank and Trust        $320.0   }
SB - North Metro    State Bank and Trust        $212.0   }
SB - Bibb County    State Bank and Trust      $1,000.0   }
Temecula Valley     First-Citizen Bank          $996.0     $391.0
Vineyard Bank       Calif. Bank, San Diego    $1,456.0     $579.0
BankFIrst, Sioux    Alerus Financial, N.A.      $254.0      $91.0
First Piedmont      First American Bank         $109.0      $29.0
Bank of Wyoming     Central Bank & Trust         $59.0      $27.0
John Warner Bank    State Bank of Lincoln        $64.0      $10.0
1st State Winchest. First Nat'l Beardstown       $34.0       $6.0
Rock River Bank     Harvard State Bank           $75.8      $27.6
Elizabeth State     Galena State Bank            $50.4      $11.2
1st Nat'l Danville  First Financial             $147.0      $24.0
Founders Bank       PrivateBank and Trust       $848.9     $188.5
Millennium State    State Bank of Texas         $115.0      $47.0
Mirae Bank          Wilshire State Bank         $362.0      $50.0
Metro Pacific Bank  Sunwest Bank, Tustin         $67.0      $29.0
Horizon Bank        Stearns Bank, N.A.           $69.4      $33.5
Neighborhood Comm   CharterBank, West Point     $191.3      $66.7
Community Bank      -- None --                       -          -
First National Bank Bank of Kansas              $142.5      $32.2
Cooperative Bank    First Bank, Troy, N.C.      $717.0     $217.0
Southern Community  United Community            $307.0     $114.0
Bank of Lincolnwood Republic Bank, Chicago      $202.0      $83.0
Citizens National   Morton Community            $200.0     $106.0
Strategic Capital   Midland States Bank         $471.0     $173.0
BankUnited FSB      WL Ross-Led Investors     $8,300.0   $4,900.0
Westsound Bank      Kitsap Bank                 $295.1     $108.0
America West        Cache Valley Bank           $284.1     $119.4
Citizens Community  N.J. Community Bank          $43.7      $18.1
Silverton Bank      -- No Buyer --                   -   $1,300.0
First Bank of Id    US Bank, Minneapolis        $261.2     $191.2
First Bank of BH    -- No Buyer --                   -     $394.0
Heritage Bank       Level One Bank              $101.7      $71.3
American Southern   Bank of North Georgia        $55.6      $41.9
Great Basin Bank    Nevada State Bank           $221.4      $42.0
American Sterling   Metcalf Bank, Lee Summit    $171.9      $42.0
New Frontier Bank   -- No Buyer --                   -     $670.0
Cape Fear Bank      First Federal, Charleston   $403.0     $131.0
Omni National       -- No Buyer --                   -     $290.0
TeamBank, N.A.      Great Southern Bank         $474.0      $98.0
Colorado National   Herring Bank, Amarillo, TX   $82.7       $9.0
FirstCity Bank      -- No Buyer --                   -     $100.0
Freedom Bank        Nat'l Georgia Bank, Lavonia $161.0      $36.2
Security Savings    Bank of Nevada, L.V.        $175.2      $59.1
Heritage Community  MB Financial Bank, N.A.     $218.6      $41.6
Silver Falls        Citizens Bank               $116.3      $50.0
Pinnacle Bank       Washington Trust Bank        $64.0      $12.1
Corn Belt Bank      Carlinville Nat'l Bank      $142.4     $100.0
Riverside Bank      TIB Bank                    $281.4     $201.5
Sherman County      Heritage Bank                $85.1      $28.0
County Bank         Westamerica Bank          $1,300.0     $135.0
Alliance Bank       California Bank & Trust     $951.0     $206.0
FirstBank           Regions Bank                $279.0     $111.0
Ocala National      CenterState Bank            $205.2      $99.6
Suburban Federal    Bank of Essex               $302.0     $126.0
MagnetBank          -- No Buyer --                   -     $119.4
1st Centennial      First California Bank       $302.1     $227.0
Bank of Clark       Umpqua Bank                 $523.6    $120-145
Nat'l Commerce      Republic Bank of Chicago    $402.1      $97.1

In 2008, 25 banks with total assets of $372 billion failed.
IndyMac Bank, FSB, was closed by the Office of Thrift Supervision
on July 11, and the FDIC was named conservator.  At the time it
was closed, IndyMac's assets of $32 billion made it the second
largest bank failure in FDIC history.

A complete list of banks that failed since 2000 is available at:

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

                       Rules Already Eased

The FDIC Board on August 26, adopted new guidelines for investors
interested in acquiring or investing in failed banks.  The FDIC
agreed to lower to 10% from the proposed 15% the Tier 1 capital
ratio private-equity investors must maintain after buying a bank.

The FDIC is seeking to encourage private-equity investors to bid
on assets of collapsed banks as the pace of failures reaches a 17-
year high with 81 so far this year, draining the agency's
insurance fund by more than $21 billion.  The surge has forced the
FDIC to enter loss-sharing arrangements and absorb other costs to
unload the assets of failed lenders.

The FDIC has twice entered into deals with investor groups this
year.  In March, IndyMac Federal Bank, the entity that took over
Indymac Bank (seized by regulators last year), was sold to
investors led by Steven Mnuchin, an ex-Goldman Sachs Group Inc.
investment banker, and including buyout firm J.C. Flowers & Co.
Florida's BankUnited Financial Corp. was sold in May to firms
including Blackstone Group and WL Ross & Co.


* July New Homes Sales Up from June, Down from 2008
---------------------------------------------------
New home sales grew 9.6% in July from the previous month, the U.S.
Commerce Department reported August 26, according to Bloomberg's
Bill Rochelle.  Mr. Rochelle relates annualized, the July sales
rate was 433,000 units.  The median price for a new home was down
12% in July to $210,100 from $237,300 a year before.  Sales of new
homes were down 13% from a year earlier.


* Postal Service Offering Buyouts to 30,000 of Employees
--------------------------------------------------------
Alex Roth at The Wall Street Journal reports that the U.S. Postal
Service is offering buyouts to as many as 30,000 workers.

According to The Journal, Eligible workers, largely employees in
processing facilities, will get $15,000 payouts.  The report
states that letter carriers aren't eligible because the number of
U.S. addresses increases by 1.5 million yearly.

The Journal relates that the Postal Service estimates that the
worker cuts could save it about $500 million per year.  The report
says that the Postal Service expects to lose $7 billion for the
fiscal year ending September 30.

The Postal Service spokesperson Yvonne Yoerger said that the
agency has lost money every year since fiscal 2005-06, The Journal
relates.  Citing Ms. Yoerger, The Journal says that mail volume
dropped 14.3% from the same period in 2008 in the third quarter of
2009.  The Journal notes that the drop is due to the recession, as
well as the dwindling usage of letters due to the rise of e-mail
and other forms of electronic communication.

The Journal states that the Postal Service has closed six district
offices, instituted a nationwide hiring freeze, cut more than
100,000 work hours, frozen salaries, and has proposed to eliminate
Saturday service.  The proposal, says the report, is pending in
the Congress.

American Postal Workers Union President William Burrus said that
he was satisfied with the terms of the buyout offer, but Postal
Service executives were overstating the financial peril facing the
agency, The Journal states.  Volumes will recover once the
recession ends, The Journal relates, citing Mr. Burrus.


* TMA to Tackle Cash Flow 'Road Map' September 15
-------------------------------------------------
Turnaround Management Association said August 27 that its next
installment of its TMA Webinar education series will be held
September 15.

The 13-Week Cash Flow (TWCF) model is the industry standard used
by turnaround professionals to steer financially troubled
businesses to a desired exit.  The next installment of the TMA
Webinar education series covers cash budgeting procedures and
targets associated with this model, which identifies liquidity
needs and defines recovery strategies.

"The Turnaround Scorecard - 13-Week Cash Flow Model," will be held
from noon to 1 p.m. (EDT) on Tuesday, September 15, 2009.

This Webinar is TMA's first real-time educational online course
approved by the National Association of State Boards of
Accountancy (NASBA) for continuing professional education credit.

Presenters have applied TWCF principles to various business
sectors, including manufacturing, transportation and healthcare,
and nearly all are certified turnaround professionals or CTPs, a
designation conferred by TMA to those with documented expertise in
the legal, operational and financial aspects of turnaround
management.

Moderator:

    * Frank R. Mack, CTP, chief executive officer, Project Special
Situations, LLC, has more than 18 years of executive experience as
an interim manager and consultant for distressed and
underperforming companies and special situations investments in
both operational and financial capacities.

Panelists:

    * Anu Singh, CTP, vice president, Kaufman, Hall & Associates,
leads merger and acquisition transactions, executes valuation
engagements and provides other financial advisory services to
healthcare organizations and companies.

    * Robert D. Katz, CTP, managing director, Executive Sounding
Board Associates Inc., specializes in cash management, trade and
creditor workouts, with 15 years of strategic and hands-on
experience as a chief financial officer and management consultant.

    * James M. Macdonald III, senior vice president, JPMorgan
Chase, Midwest Region, has more than 16 years of middle market and
large corporate commercial finance experience with an emphasis on
relationship banking and originating asset-based and cash flow
commercial loans.

    * David W. Wirt, partner, Locke Lord Bissell & Liddell LLP,
chairs the Bankruptcy and Restructuring group and focuses on
insolvency, bankruptcy and business reorganization.

The Chicago-based Turnaround Management Association has nearly
9,000 members in 45 regional chapters who comprise a professional
community of turnaround practitioners, attorneys, accountants,
investors, lenders, venture capitalists, appraisers, liquidators,
executive recruiters and consultants.


* BOOK REVIEW: Corporate Turnaround - How Managers Turn Losers
               Into Winners!
--------------------------------------------------------------
Author:  Donald B. Bibeault
Publisher: Beard Books
Softcover: 424 pages
List Price: $34.95

Corporate Turnaround offers, claims the author, a "four-pronged
approach" to taking the "mystery out of turnaround management."
One of the prongs -- Mr. Biebeault's personal experiences -- is
complemented with another prong -- interviews with sixteen top
turnaround specialists.  Together, they bring forth the drama and
the stakes of turnarounds.  The other two prongs -- surveys of
eighty-one corporate presidents and the author's exhaustive
research (400 references in all, taken from books, periodicals,
and scholarly writings) -- lend a great deal of substance and
authority to the book's subject matter.  This variety of material
greatly enriches the book, which is perhaps more relevant today
than it was in 1982 when it was first published.

Identifying the underlying causes for failure can be a futile
chicken-and-egg pursuit.  "Businesses decline for both
uncontrollable external reasons and for controllable internal
reasons," says Mr. Bibeault.  Nonetheless, Mr. Bibeault adds that
"[i]n most cases . . . business problems are internally
generated."  As one of his sources explains, managing a company is
like piloting a ship.  "If the ship is in good condition and the
captain is competent, it is almost impossible for it to be sunk by
a wave or a succession of waves."  A competent captain with a ship
in good condition can even bring it through a storm.

The manager of a company is different from the captain of a ship,
however, in that the manager not only has to pilot the company,
but is also responsible for its condition.  The central challenge
for a manager is to ensure that the company is structurally solid,
operationally relevant, efficient, and adaptable to be able to
weather any conditions the company might encounter.  Even though,
as Bibeault maintains, in practically all cases business problems
are internally generated, this does not rule out having to heed
external conditions.  External economic, political, or market
conditions expose and exacerbate a company's internal weaknesses.
"Management is not always able to deal with outside forces, even
when they can see them gathering."  A manager can be effective,
however, in "getting a company into a posture, both from a
marketing and financial point of view, where it can resist normal
business hazards and other more serious external challenges."  In
such circumstances, a turnaround may be a company's only hope for
survival, and the abilities of a turnaround manager are required.

Bibeault describes such managers as "the George Pattons of the
business world."  "They don't have a lot of friends, they're not
social successes, they're just known as blood-and-guts guys," is
the way one corporate executive puts it; a description repeated in
different words by other experienced businesspersons Bibeault
consulted.

In Corporate Turnaround, Bibeault explores every facet of a
turnaround.  The causes of a company's decline are followed with a
thorough consideration of the management basics in effecting a
turnaround.  The book also examines the attributes of the
turnaround manager and offers specific pragmatic steps for getting
on the path to recovery.  Lastly, Corporate Turnaround offers an
overall strategy.  The book is not only informative about the
crucial subject of corporate turnaround, but also a manual for
managing one.

Bibeault has worked on turnarounds of distressed companies for
over 25 years in addition to holding top executive positions in a
number of corporations.  He also holds advisory or governing board
positions with different universities and business groups.



                           *********

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 **