TCR_Public/090831.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, August 31, 2009, Vol. 13, No. 241

                            Headlines

1031 TAX: Okun Victims Who Sold Claims Can't Share Restitution
ACCESS PHARMACEUTICALS: Pro Forma Financials on MacroChem Deal
ADVANCED ENVIRONMENTAL: Seeks Court Ruling on Debt Compliance
AFFINITY BANK, VENTURA: Pacific Western Bank Assumes All Deposits
AFFINITY BANK, VENTURA: Seized Because of Inadequate Capital

AJA NEW YORK: Blames Chapter 11 Filing on Market Conditions
AMERICAN BIO MEDICA: Receives Nasdaq Delisting Notice
APEX OIL: No Discharge for Environmental Clean-Up Claim
APPLIED SOLAR: Bid Protocol Approved; October 13 Sale Hearing Set
AVIS BUDGET: Bank Debt Trades at 11% Off in Secondary Market

BAYSIDE SQUARE: Voluntary Chapter 11 Case Summary
BEARINGPOINT INC: Terminates Hunter as Chief Operating Officer
BELO CORP: S&P Downgrades Corporate Credit Rating to 'B+'
BERNARD MADOFF: Has Schedule for Resolving Disputed Claim Amounts
BLOCKBUSTER INC: Mark Wattles, WCM Own 4.0% of Class A Shares

BRADFORD BANK, BALTIMORE: Closed; M&T Buffalo Assumes All Deposits
BRIGHT HORIZONS: Bank Debt Trades at 4.5% Off in Secondary Market
BROADSTRIPE LLC: Spent $20MM to Upgrade Technology & Add Staff
BSC DEV'T: Buyer Wants One-Month Extension for Closing Date
BURLINGTON COAT: Highly Leveraged; FY09 Net Loss Widens to $191MM

CAPITAL GROWTH: Files Earnings Call Script; VDUL Impact Discussed
CARIBBEAN RESTAURANTS: Moody's Affirms 'Caa1' Corporate Rating
CARTERET ARMS: Six Properties Put Up on Sale After Bankr. Filing
CERBERUS CAPITAL: Loses Almost 71% of Hedge Fund Assets
CHRYSLER LLC: Bankruptcy Blamed for Drop in Shiloh Q3 Sales

CHRYSLER LLC: Creditors Committee Sues Daimler, et al.
CHRYSLER LLC: Daimler Opposes Panel Retention of Two Firms
CHRYSLER LLC: Gets Extension for Time to Decide on Select Leases
CHRYSLER LLC: Motors Unit's Schedules of Assets and Liabilities
CHRYSLER LLC: Motors Unit's Statement of Financial Affairs

CHRYSLER LLC: Old CarCo Plan Filing Deadline Moved to Sept. 11
CHRYSLER LLC: Old CarCo Seeks to Sell 2,951 Company Cars
CHRYSLER LLC: Proposes Manheim Deal on Set Offs
CIGNA: AM Best Assigns 'bb+' Rating to Preferred Stock
CIRCUIT CITY: Disclosure Statement Hearing on September 22

CITIGROUP INC: Citi Funding to Issue 1.5% CPI-Linked Notes
CITIGROUP INC: Citi Funding to Issue 2% Gold-Linked Notes
CITIGROUP INC: Citi Funding to Issue 2010 AmEx-Linked ELKS
CITIGROUP INC: To Issue $6.1MM in Brazilian Real-Linked Notes
CLAIRE'S STORES: Bank Debt Trades at 35.5% Off in Secondary Market

CLEARWIRE CORP: Bank Debt Trades at 9% Off in Secondary Market
COMMUNITY BANCORP: To Liquidate Under Chapter 7 After Banks Seized
CORNELL COMPANIES: Moody's Affirms 'B2' Senior Unsec. Debt Rating
CORPORACION DURANGO: Fitch Upgrades Issuer Default Rating to 'CCC'
CORTEX PHARMACEUTICALS: Receives NYSE Amex Staff Determination

CRYOPORT INC: Board Approves CEO Stambaugh's Employment Agreement
CYCLACEL PHARMACEUTICALS: Receives NASDAQ Noncompliance Notice
DANA HOLDING: Bank Debt Trades at 24% Off in Secondary Market
DECODE GENETICS: Earl Collier Steps Down as Director
DELPHI CORP: Lenders Extend Milestones Deadline to Sept. 3

ECOSPHERE TECHNOLOGIES: Liquidity Woes Raise Going Concern Doubt
ELEPHANT TALK: June 30 Balance Sheet Upside-Down by $5.3 Million
EMPIRE RESORTS: Registers 7.08MM Shares for Resale
FINLAY ENTERPRISES: Can Use Cash Collateral Until December 31
FINLAY ENTERPRISES: Court Sets September 23 Auction Sale of Assets

FORD MOTOR: Bank Debt Trades at 13.6% Off in Secondary Market
FORD MOTOR: To Resume 3 Shifts at Michigan & Missouri Plants
FORD MOTOR: Wants Add'l Concessions from UAW; Local Unions Oppose
FORMIDABLE LLC: Case Summary & Largest Unsecured Creditor
FREEDOM COMMUNICATIONS: May File for Bankruptcy This Week

FRONTIER AIRLINES: MLT Gets $1.2MM Claim for Rejected Deal
FRONTIER AIRLINES: Teamsters Ratify Labor Pact
GATEWAY HEALTH: AM Best Affirms Financial Strength at B-
GENCORP INC: Board Sets Objectives, Other Terms of 2009 LTIP
GENERAL MOTORS: Bankruptcy Blamed for Drop in Shiloh Q3 Sales

GENTA INC: Stockholders Approve 2009 Stock Incentive Plan
GEORGIA GULF: Bank Debt Trades at 4.75% Off in Secondary Market
GLOBAL ENERGY HOLDINGS: Plan of Compliance Accepted by NYSE Amex
GOODMAN GLOBAL: S&P Gives Positive Outlook, Affirms 'B+' Rating
GRAHAM PACKAGING: Bank Debt Trades at 2.8% Off in Secondary Market

GSI GROUP: Receives Noncompliance Letter From Nasdaq
GUARANTY FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
HAWAIIAN TELCOM: Plan Set for Oct. 7 Confirmation Hearing
HAYES LEMMERZ: Wants to Pay Over $10MM in Bonuses to Executives
HCA INC: Bank Debt Trades at 6% Off in Secondary Market

HELEN ZAMBA: Case Summary & 20 Largest Unsecured Creditors
HIGHLANDS ACQUISITION: Confirms Intention to Liquidate
HTG REAL PROPERTY: Voluntary Chapter 11 Case Summary
HYTHIAM INC: Receives NASDAQ Staff Determination
IDEARC INC: Bank Debt Trades at 51% Off in Secondary Market

INTEGRATED HEALTHCARE: June 30 Balance Sheet Upside-Down by $43MM
INTERLAKE HANDLING: Declares Ch 11 Plan Effective as of August 24
ISLE OF CAPRI: Bank Debt Trades at 7% Off in Secondary Market
JOSEPH UVINO: Case Summary & 20 Largest Unsecured Creditors
KEARNEY CONSTRUCTION: Sued Pasco County Before Filing for Bankr.

KNOLOGY INC: Moody's Upgrades Corporate Family Rating to 'B1'
LAS VEGAS SANDS: Bank Debt Trades at 22% Off in Secondary Market
LCG MARICOPA: Case Summary & 10 Largest Unsecured Creditors
LEAP WIRELESS: Bank Debt Trades at 100.96 Cents on Dollar
LEHMAN BROTHERS: APS Capital Offers 16% to 38% of Face for Claims

LEHMAN BROTHERS: European Administrator May File $100-Bil. Claim
LEHMAN BROTHERS: Ex-Chief Operating Officer Files $233MM Claim
LEIGH COAL: Gets Court OK to Borrow $3.5MM to Continue Operations
LEXINGTON PRECISION: Net Loss Widens to $3.2MM for June 30 Quarter
LITHIUM TECHNOLOGY: Posts $6.4MM Net Loss for 2008

LOWE ENTERPRISES: Defaults on Two Secured Loans
LUXE LOFTS: Files for Chapter 11 Bankruptcy Protection
MAGUIRE PROPERTIES: JMB Fund, et al., Disclose 4.99% Equity Stake
MAINSTREET BANK: Closed; Minnesota Bank Assumes Deposits
SCO GROUP: Former District Judge Named Chapter 11 Trustee

MCDONALD ELECTRICAL: Case Summary & 5 Largest Unsecured Creditors
METRO-GOLDWYN-MAYER: Bank Debt Trades at 43% Off
METROPCS WIRELESS: Bank Debt Trades at 6% Off in Secondary Market
MGM MIRAGE: Joseph Sugerman Joins Board of Directors
MICHAELS STORES: Bank Debt Trades at 11% Off in Secondary Market

MIDWAY GAMES: Gets Plan Filing Extension Until September 29
MILACRON INC: Has Yet to File June 30 Quarterly Report
MIRANT CORP: Bank Debt Trades at 4.46% Off in Secondary Market
MORRIS PUBLISHING: Lenders Extend Waiver Until September 4
MUSIFEX INC: Case Summary & 20 Largest Unsecured Creditors

NAVISTAR INT'L: Osborne Replaces Belton on Board of Directors
NCI BUILDING: CD&R Agrees Exchange Offer May Be Started on Sept. 9
NCI BUSINESS: Prepack Chapter 11 Plan Cues Moody's to Junk Ratings
NEUMANN HOMES: Cole Taylor Has No Interest in Reserve Account
NEUMANN HOMES: Files Chapter 11 Plan of Liquidation

NEUMANN HOMES: Proposes Settlement With Merryman, et al.
NEUMANN HOMES: To Seek Approval of Plan Outline on Sept. 23
NEW GENERATION BIOFUELS: Receives NASDAQ Noncompliance Notice
NEXMED INC: Submits Compliance Plan to Nasdaq
NORTH AMERICAN TECH: Executes $100,000 Promissory Note

NORTH AMERICAN TECH: Four Directors Step Down From Board
NORTH CENTRAL PROCESSORS: Voluntary Chapter 11 Case Summary
NOVELOS THERAPEUTICS: Unveil $9 Million Private Placement
OPUS SOUTH: Gets November 18 Deadline to Decide on Leases
OPUS SOUTH: Proposes Settlement with Wachovia, Lenders

OPUS SOUTH: Wants December 18 Extension for Plan Filing
OSI RESTAURANT: Bank Debt Trades at 20.5% Off in Secondary Market
PACERS INC: Case Summary & 20 Largest Unsecured Creditors
PAPER INT'L: Durango Plan Declared Effective August 27
PARAMOUNT RESOURCES: S&P Affirms 'B' Corporate Credit Rating

PELICAN BAY DEVELOPMENTS: Voluntary Chapter 11 Case Summary
PHILADELPHIA NEWSPAPERS: Reaches Pacts on Taping Probe, DIP Loans
PHILADELPHIA NEWSPAPERS: Newsroom Employees Extend CBA by 30 Days
PINNACLE FOODS: Bank Debt Trades at 8% Off in Secondary Market
PLATFORM TAXI SERVICE: Case Summary & Largest Unsecured Creditor

PROLIANCE INT'L: Designs $100,000 Retention Bonus Program
PROVIDENT ROYALTIES: Court Approves Sale to Sinclair
PULTE HOMES: Moody's Downgrades Corporate Family Rating to 'B1'
RADIATION THERAPY: S&P Downgrades Corporate Credit Rating to 'B'
REPUBLIC SERVICES: Fitch Affirms Issuer Default Rating

REVLON INC: Files Amendments to Exchange Offer Documents
RICHARD E. O'NEAL: Case Summary & 20 Largest Unsecured Creditors
RITE AID: Offers to Exchange Unregistered 9.750% Notes
ROMEO MONTESSORI: Lists Down Financial Missteps Prior to Bankr.
ROUTE 1 AUTO: Voluntary Chapter 11 Case Summary

RYLAND GROUP: S&P Affirms Corporate Credit Rating at 'BB-'
SALON MEDIA: June 30 Balance Sheet Upside-Down by $3.54 Million
SARATOGA SHOE DEPOT: Case Summary & 20 Largest Unsecured Creditors
SCO GROUP: Edward Cahn Named as Chapter 11 Trustee
SCORPIO SPIRITS: Case Summary & 5 Largest Unsecured Creditors

SEMGROUP LP: Terms of Third Amended Reorganization Plan
SEMGROUP LP: Liquidation Analysis Under 3rd Amend Plan
SEMGROUP LP: Producers Demand Docs. to Prepare for Plan Hearings
SEMGROUP LP: Producers Want Admin. Claims Bar Date Extension
SEMGROUP LP: Secured Lenders Want Mediation for Producers Dispute

SES SOLAR: Going Concern Continuation Depends on Loans Conversion
SHAMUS HOLDINGS: Time for Mortgagee's Filing Not Tolled
SIELOX INC: Posts $1.19MM Net Loss in Three Months Ended June 30
SIMMONS CO: Lenders Extend Forbearance Periods to September 11
SLM CORP: Moody's Reviews 'Ba1' Senior Unsecured Ratings

SPANSION INC: Board Committee Approves KEIP
SPANSION INC: Noteholders Wants TRO vs. Samsung
SPECTRUM BRANDS: Exits Chapter 11 With a Stronger Balance Sheet
SPORT CHALET: Files CEO's Memorandum on Proposed Options Exchange
SPORTS CONSTRUCTOR'S: Case Summary 20 Largest Unsecured Creditors

SRW INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors
ST. MARY'S HOSPITAL: Hospital Building Bids Due by Oct. 5
STANDARD PACIFIC: Lenders Reduce Commitment, Relax Covenants
SUNGARD DATA: Bank Debt Trades at 3% Off in Secondary Market
TALON INTERNATIONAL: June 30 Balance Sheet Upside-Down by $9.7MM

TAYLOR BEAN: Gets Interim Nod to Use Cash Collateral
THORNBURG MORTGAGE: Changes Name to TMST Inc., Files Relevant Docs
THORNBURG MORTGAGE: Consensual Exit Plan for ADFITECH Explored
TITAN ENERGY: Posts 649,678 Net Loss in Six Months Ended June 30
TROPICANA ENTERTAINMENT: Gets NJCC Permit for Atlantic City Return

TRW AUTOMOTIVE: Bank Debt Trades at Less Than 1% Off
UNI-MARTS LLC: Disclosure Statement Hearing Set for September 22
UNITED AIR: Bank Debt Trades at 36.65% Off in Secondary Market
US FOODSERVICE: Bank Debt Trades at 20% Off in Secondary Market
US SHIPPING: Plan Set for Oct. 1 Confirmation

VENETIAN MACAU: Bank Debt Trades at 9.7% Off in Secondary Market
VIKING DRILLING: Creditor Wants U.S. Unit Liquidated in Chapter 7
VISTEON CORP: Bank Debt Trades at 36.3% Off in Secondary Market
VISTEON CORP: Proposes More Time to Decide on Leases
VISTEON CORP: Proposes October 15 Claims Bar Date

VISTEON CORP: Schedules of Assets & Liabilities
VISTEON CORP: Statement of Financial Affairs
VISTEON CORP: S&P Withdraws 'D' Corporate Credit Rating
WASHINGTON MUTUAL: FDIC Addresses JP Morgan Lawsuit
WASHINGTON MUTUAL: FDIC Seeks to Intervene in Suit vs. JPM

WASHINGTON MUTUAL: JPM Opposes Rule 2004 Discovery
WASHINGTON MUTUAL: Plan Filing Deadline Moved to Oct. 21
WASHINGTON MUTUAL: Proposes Bingham McCutchen as Tax Counsel
WEST MILLENIUM: Sales Resume at Housing Project
WIRELESS ENTERPRISES: Voluntary Chapter 11 Case Summary

XCORPOREAL INC: Receives Delisting Notice From NYSE Amex
WISE METALS: Net Loss Widens to $17.5MM for June 30 Quarter
WIZZARD SOFTWARE: Posts $2.19MM Net Loss in Quarter Ended June 30
WOLVERINE TUBE: Inks Deal With President Regarding $100,000 Bonus
YELLOWSTONE CLUB: Consultants Seek Payment of Over $10MM in Fees

YRC WORLDWIDE: Board Names A&M's Williamson as Strategy Officer

* Auto Suppliers Want to Pay Bonuses to Key Executives
* 3 Banks Shuttered; Year's Bank Failures Now 84

* Owen Ellsworth Joins Kurtzman Carson as Consultant

* BOND PRICING -- For the Week From August 24 to 28, 2009

                            *********

1031 TAX: Okun Victims Who Sold Claims Can't Share Restitution
--------------------------------------------------------------
Judge Robert Payne of the U.S. District Court Eastern District of
Virginia, in Richmond, ruled that customers who sold claims in the
bankruptcy case of 1031 Tax Group LLC, can't share in Edward
Okun's restitution, Erik Larson at Bloomberg reported.  According
to the report, four victims who sold their claims argued the
restitution should make up the difference between the sale price
for their claims and their actual losses.  Judge Payne disagreed,
saying, "Permitting such sales or assignments empowers victims by
allowing them to receive immediate recompense for their harms
without reducing the amount of restitution that will eventually
be owed by the defendant."

As reported by the TCR on August 19, 2009, Gerard A. McHale, Jr.,
the Chapter 11 trustee for the estates of the 1031 Tax Group LLP,
et al., has filed a Chapter 11 plan that proposes to pay 35 cents
on the dollar to unsecured creditors.  A copy of the August 12
Plan and Disclosure Statement is available for free at
http://bankrupt.com/misc/1031_Tax_DS_Plan.pdf

                     About The 1031 Tax Group

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

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

Former CEO Edward H. Okun was sentenced to 100 years in federal
prison at Northern Neck Regional Jail in Warsaw, Virginia, after
being convicted of mail fraud, among other charges.  Mr. Okun
allegedly engaged in several misappropriations of funds of 1031
Tax Group and other entities. The funds were used for Mr. Okun's
lavish lifestyle including acquiring properties and luxury asset.


ACCESS PHARMACEUTICALS: Pro Forma Financials on MacroChem Deal
--------------------------------------------------------------
Access Pharmaceuticals, Inc., filed with the Securities and
Exchange Commission Pro Forma Financial Information reflecting the
Company's merger with MacroChem Corporation.

Access also filed MacroChem's consolidated financial statements
for the year ended December 31, 2008.  The statements were audited
by Whitley Penn LLP.

In February 2009, Access closed the acquisition of MacroChem
through the issuance of 2.5 million shares of Access common stock.
Prior to the acquisition of MacroChem, SCO, an investment company,
held a majority of Access' and MacroChem's voting stock.  SCO
owned 53% of the voting stock of Access and 63% of the voting
stock of MacroChem.  A non-controlling interest of 37% existed at
the merger date of MacroChem.  In addition, certain members of
SCO's management serve on the board of directors of both Access
and MacroChem.  Based on these facts, Access and MacroChem were
deemed under the common control of SCO.

Upon acquisition, all outstanding warrants and any other dilutive
instruments in MacroChem's stock were cancelled.  The in-the-money
warrants converted with the common stock.  In addition to the
merger, the MacroChem noteholders agreed to exchange their notes
and interest due on the notes in the total amount of $859,000 for
859,000 restricted shares of the Access' common stock.  The value
of the shares issued was determined based on the carrying value of
the debt, which was established to be the more readily
determinable fair value.

In addition, Access issued 125,000 shares of its common stock
valued at $197,000 to former executives of MacroChem for the
settlement of employment agreements.

In connection with the exchange of equity interests, $106,000 in
merger costs were expensed.

The pro forma adjustments are based upon available information and
certain assumptions that Access believes are reasonable under the
circumstances.

A full-text copy of the Pro Forma Financial Information is
available at no charge at http://ResearchArchives.com/t/s?437b

A full-text copy of MacroChem's Financial Information is available
at no charge at http://ResearchArchives.com/t/s?437c

Access said in a Form 10-Q filing, "We have generally incurred
negative cash flows from operations since inception, and have
expended, and expect to continue to expend in the future,
substantial funds to complete our planned product development
efforts.  Since inception, our expenses have significantly
exceeded revenues, resulting in an accumulated deficit as of June
30, 2009 of $241,226,000.  We expect that our capital resources
will be adequate to fund our current level of operations into the
first quarter of 2010.  However, our ability to fund operations
over this time could change significantly depending upon changes
to future operational funding obligations or capital expenditures.
As a result we may be required to seek additional financing
sources within the next twelve months.  We cannot assure . . .
that we will ever be able to generate significant product revenue
or achieve or sustain profitability.

"In order to conserve cash for the operations of Access,
management, employees and consultants reduced their monthly
stipends.  Some consultants also agreed to take common stock and
warrants for their services.

As of June 30, 2009, the Company had $2,351,000 in total assets
and $16,177,000 in total liabilities, resulting in $13,826,000
stockholders' deficit.

On March 31, 2008, Whitley Penn LLP, in Dallas, expressed
substantial doubt about Access Pharmaceuticals Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007, and 2006.  The auditing firm pointed to the company's
recurring losses from operations, negative cash flows from
operating activities and an accumulated deficit.

                   About Access Pharmaceuticals

Headquartered in Dallas, Texas, Access Pharmaceuticals Inc.
(OTC BB: ACCP.OB) -- http://accesspharma.com/-- is an emerging
biopharmaceutical company developing products for use in the
treatment of cancer, the supportive care of cancer, and other
disease states.  The Company's product for the management of oral
mucositis, MuGard(TM) has received marketing clearance by the FDA
as a device.  The Company's lead clinical development program for
the drug candidate ProLindac(TM) is in Phase II clinical testing.
Access also has advanced drug delivery technologies including
Cobalamin(TM) mediated oral drug delivery and targeted delivery.


ADVANCED ENVIRONMENTAL: Seeks Court Ruling on Debt Compliance
-------------------------------------------------------------
Advanced Environmental Recycling Technologies, Inc., on August 19,
2009, filed an action seeking a declaratory judgment in Delaware
chancery court that the Company is in compliance with the terms of
its Series D preferred stock issued in October 2007 (Advanced
Environmental Recycling Technologies, Inc., vs. Fort Mason Master,
L.P., and Fort Mason Partners, L.P.).

The Company also seeks a ruling to clarify its obligation with
respect to late registration penalties attributable to delays in
getting the S-3 resale registration statement effective as a
result of circumstances beyond the Company's control.

AERT is not seeking monetary damages in this action.

In its quarterly report for the period ended June 30, 2009, the
Company said it continues to explore financing options, including
various financial assistance programs sponsored by state and
federal governments, as well as more traditional debt and equity
financings.

AERT said the expiration of its line of credit agreement with
Liberty Bank of Arkansas was extended from June 15, 2009, to
September 15, 2009, and it is seeking alternate financing to
expand or replace the line of credit.  The line is secured by
inventory, accounts receivable, chattel paper, general intangibles
and other current assets, as well as by fixtures and equipment,
and bears interest at a rate of 9%.  The full amount of the line
is guaranteed as to payment by the Company's largest stockholder,
Marjorie Brooks, and by Joe Brooks, its chairman and chief
executive officer, and Steve Brooks, its chief operating officer.
Ms. Brooks increased the collateral under her guarantee upon a
recent renewal of the line of credit.  Ms. Brooks is
collateralized by a subordinate lien on all of our assets subject
to priority liens of Allstate and Liberty Bank.  The credit
facility includes a debt service coverage ratio, current ratio,
and accounts payable and accounts receivable aging covenants
substantially similar to those under its 2007 and 2008 bond
agreements, and customary restrictions on dividends and the
incurrence of additional debt or liens, among other matters.

The Company also said in the first six months of 2009, it received
a deferral of five monthly principal and interest payments on its
Series 2007 and 2008 bonds from Allstate, the bond purchaser,
totaling $1.2 million.  Payments resumed June 15, 2009.  The semi-
annual interest payment on the bonds in the amount of $1.0 million
was paid in June 2009.  Of that amount, $700,000 was paid from the
debt service reserve funds, which had a balance of $1.4 million at
June 30, 2009.

"We are currently developing a plan to repay the reserve funds in
the future.  Maintaining reserve funds and continuing payments
will allow us to shorten the term of the bonds.  The establishment
of reserve funds when the bonds were originally sold was also
designed to allow us to endure difficult times if necessary," the
Company said.

Under its 2007 and 2008 bond agreements, AERT covenants that it
will maintain certain financial ratios.  The Company said, "[i]f
we fail to comply with, or to secure a waiver for, certain of the
covenants, the bond trustee would have the option of demanding
immediate repayment of the bonds.  In such an event, it could be
difficult for us to refinance the bonds, which would give the bond
trustee the option to take us into bankruptcy.  Our line of credit
contains all of the financial covenants. . . , with the exception
of the debt to equity covenant.  In the case of noncompliance with
certain of the covenants, the bank loan could also immediately
become due and payable at any time and the bank lender could
foreclose on the property used to secure the debt, which could
force us into a bankruptcy proceeding before we can refinance this
indebtedness."

The Company was not in compliance with the debt service coverage,
current ratio and accounts payable covenants as of June 30, 2009.
The bond purchaser waived the debt service coverage covenant
through July 1, 2009, and waived the current ratio and accounts
payable covenants through July 1, 2010.  Failure to comply with
the debt service coverage covenant does not allow the holder of
the bonds to demand repayment of the loan.

The bank lender for the Company's line of credit, Liberty Bank,
has not waived the covenants, and as such could enforce all
remedies available to it under the loan agreement.  However,
Liberty Bank has continued to work with the Company and has
extended the line of credit to September 15, 2009.   Since
June 30, 2008, the Company has paid down the balance on the line
of credit by $2.1 million, and an additional $0.5 million was paid
in July 2009.

The Company's Allstate notes payable have cross-default provisions
that caused them to be in technical default at June 30, 2009, due
to its non-compliance with the loan covenants.  The covenants were
waived by Allstate Investments, which is the investor in the bonds
and the holder of the Allstate loans.

                            About AERT

Based in Springdale, Arizona, Advanced Environmental Recycling
Tech. (NASDAQ:AERT) -- http://www.aertinc.com/-- develops,
manufactures and markets composite building materials that are
used in place of traditional wood or plastic products for exterior
applications in building and remodeling homes and for certain
other industrial or commercial building purposes.

At June 30, 2009, the Company's balance sheet showed total assets
of $59.2 million and total liabilities of $63.6 million, resulting
in a stockholders' deficit of $4.4 million.  At June 30, 2009, the
Company had a working capital deficit of $23.5 million and a
stockholders' deficit of $4.4 million.  The Company incurred
losses from operations of $19.8 million and $8.8 million for the
years ended December 31, 2008, and 2007.

The Company says it has limited additional financial resources
available to support its operations and has relied over the last
year on extensions of certain of its financings by its lenders.
The Company will require additional financial resources to fund
maturities of debt and other obligations as they become due.  AERT
said there is substantial doubt about its ability to continue as a
going concern.


AFFINITY BANK, VENTURA: Pacific Western Bank Assumes All Deposits
-----------------------------------------------------------------
Affinity Bank, Ventura, California, was closed August 28 by the
California Department of Financial Institutions, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with Pacific Western Bank, San Diego, California, to
assume all of the deposits of Affinity Bank.

Affinity Bank had ten branches.  Depositors of Affinity Bank will
automatically become depositors of Pacific Western Bank.
Depositors will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.  Customers should continue to
use their existing branches until Pacific Western Bank can fully
integrate the deposit records of Affinity Bank.

As of July 10, 2009, Affinity Bank had total assets of $1 billion
and total deposits of approximately $922 million.  In addition to
assuming all of the deposits of the failed bank, Pacific Western
Bank agreed to purchase essentially all of the assets.

The FDIC and Pacific Western Bank entered into a loss-share
transaction on approximately $934 million of Affinity Bank's
assets.  Pacific Western Bank will share in the losses on the
asset pools covered under the loss-share agreement.  The loss-
sharing arrangement is projected to maximize returns on the assets
covered by keeping them in the private sector.  The agreement also
is expected to minimize disruptions for loan customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-640-2631.  Interested parties can also
visit the FDIC's Web site at:

   http://www.fdic.gov/bank/individual/failed/affinity-ca.html

The FDIC will make available Chinese-speaking representatives in
the following branches: Sunset and Richmond in San Francisco, and
San Mateo.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $254 million.  Pacific Western Bank's acquisition of
all the deposits was the "least costly" resolution for the FDIC's
DIF compared to alternatives.  Affinity Bank is the 84th FDIC-
insured institution to fail in the nation this year, and the ninth
in California.  The last FDIC-insured institution closed in the
state was Vineyard Bank, National Association, Rancho Cucamonga,
on July 17, 2009.


AFFINITY BANK, VENTURA: Seized Because of Inadequate Capital
------------------------------------------------------------
The California Department of Financial Institutions said August 28
that regulators have closed Affinity Bank because of "inadequate
capital."

As of July 31, 2009, Affinity Bank, located in Ventura, had total
assets of approximately $1.2 billion and total deposits of
approximately $1 billion.  The DFI says t has been closely
monitoring the bank because of its inadequate capital level.  The
DFI had ordered it to increase its capital reserves to a safe and
sound level but efforts by the bank to do so were unsuccessful.

Immediately following the closure, the DFI named the Federal
Deposit Insurance Corporation as Receiver of Affinity Bank. The
depositors of Affinity Bank are protected by the FDIC.  The FDIC
has accepted a bid from Pacific Western Bank, San Diego to assume
the deposits and substantially all the assets of Affinity Bank.

DFI supervises over 700 state financial institutions, including
over 200 state-chartered banks.  Maintaining the integrity of
financial services remains the primary mission of the Department.
The DFI is responsible for administering state laws regulating
state-licensed financial institutions: banks, credit unions,
industrial banks, trust companies, offices of foreign banks,
issuers of travelers' checks and payment instruments (money
orders), and money transmitters.  In addition to posting
information about licensees, the DFI Web site features consumer
information on a variety of financial topics and DFI consumer
brochures available in seven languages.

The Department reports to Dale E. Bonner, Secretary of the
Business, Transportation and Housing Agency and Governor Arnold
Schwarzenegger.


AJA NEW YORK: Blames Chapter 11 Filing on Market Conditions
-----------------------------------------------------------
Crain's New York Business reports that AJA New York Restaurant
Holdings LLC filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the Eastern District of New York,
blaming it on market conditions.

"Because of market conditions, [AJA New York] fell behind in
making their franchise payments," and the downturn caused the
bankruptcy filing, Crain's relates, citing Daniel Brown, Esq., of
Damon Morey, who assists the Company in its restructuring efforts.

According to Crain's some industry experts were surprised that AJA
New York was forced into bankruptcy by market conditions.  Other
fast-food chains like McDonald's have been strong performers
during the recession, says the report.  "Burger King is a value
proposition, so I would think [AJA New York] would be benefitting
from people trading down," the report quoted restaurant
development firm BCD CEO Andrew Moger as saying.

Burger King Corp. sued AJA New York in July 2009, alleging that
AJA New York breached contract agreements by failing to pay the
complainant monthly fees for royalties, advertising, and other
receivables.  Court documents say that AJA New York owes Burger
King over $841,000.

Crain's relates that Mr. Brown said he wasn't aware of the lawsuit
and that AJA New York hasn't been served with papers.

According to Crain's, Mr. Brown said that none of AJA New York's
nine locations would be closed, and the Company was already seeing
an uptick in August business due to a new marketing promotion.
"We expect that the franchisee's nine Burger King in Brooklyn,
N.Y., will remain open during the bankruptcy process.  BKC has
worked closely over the past two years with the franchisee to
assist him during his period of financial difficulty," the report
quoted a Burger King spokesperson ass saying.

AJA New York runs nine Burger King restaurants in Brooklyn, New
York.  AJA New York and its affiliates filed for Chapter 11
protection on Aug. 12 in Brooklyn, New York (Bankr. E.D.N.Y. Case
No. 09-46885).  Franchisor Burger King Corp., owed $841,000, has
the second-largest unsecured claim.  The petition says debt is
less than $10 million.


AMERICAN BIO MEDICA: Receives Nasdaq Delisting Notice
-----------------------------------------------------
American Bio Medica Corporation on August 25, 2009, received a
delisting notice from the NASDAQ Stock Market, for failure to
regain compliance with the minimum bid price requirement pursuant
to Listing Rule 5550(a)(2).

The Company can request a hearing to appeal NASDAQ's determination
by 4:00 p.m. (ET) on September 1, 2009, however, if the Company
does not request a hearing, trading of the Company's common stock
will be suspended at the opening of business on September 3, 2009,
and a Form 25-NSE will be filed with the Securities and Exchange
Commission, which will remove the Company's securities from
listing and registration on the NASDAQ Capital Market.

Although the Company meets all other continued listing
requirements to maintain its position on the NASDAQ Capital
Market, the Company does not currently expect to challenge the
delisting.  Based upon discussions with several market makers, the
Company believes that a market maker will make an application to
the OTC Bulletin Board, and its common stock will be eligible for
listing on the OTC Bulletin Board following its delisting from the
Nasdaq Capital Market.

                     About American Bio Medica

American Bio Medica Corporation -- http://www.abmc.com/-- is a
biotechnology company that develops, manufactures and markets
accurate, cost-effective immunoassay diagnostic test kits,
including some of the world's most effective point of collection
tests for drugs of abuse.  The Company and its worldwide
distribution network target the workplace, government,
corrections, clinical and educational markets.


APEX OIL: No Discharge for Environmental Clean-Up Claim
-------------------------------------------------------
In an environmental case, FindLaw reports, a district court
injunction requiring the debtor-defendant to clean up a
contaminated site is affirmed where the government's claim to an
injunction was not discharged in bankruptcy and thus can be
renewed in a subsequent lawsuit as the government's equitable
claim entitles it to require defendant to clean up the
contaminated site at defendant's expense.  U.S. v. Apex Oil Co.
Inc., No. 08-3433, --- F.3d ----, 2009 WL 2591545, slip op.
http://www.ca7.uscourts.gov/tmp/QF160NSF.pdf(7th Cir. Aug. 25,
2009).

Bridget Lee at Sive, Paget & Riesel, P.C., explains that Apex
argued that the government's remediation injunction, which was
estimated to require expenditures of approximately $150 million,
was a "right to payment" that had been properly discharged in
bankruptcy proceedings.  The circuit court rejected this argument.

Writing for the court, Judge Richard A. Posner concluded that a
RCRA injunction to remediate does not qualify as a claim that can
be discharged in bankruptcy because it does not give rise to a
"right to payment" as that phrase is defined by the Bankruptcy
Code.  Unlike CERCLA, RCRA does not entitle the government to a
monetary payment of cleanup costs by a responsible party; instead,
it allows the government to secure equitable relief requiring a
responsible party to abate an environmental hazard.

According to the Judge Posner, the fact that Apex did not have the
ability to conduct the cleanup itself and would have to spend
money to comply with the remediation injunction did not create a
dischargeable claim.  He reasoned that whether the defendant
conducts a cleanup or hires a third party to do so proves
irrelevant to the question of whether a "right to payment" exists
since "[a]lmost every equitable decree imposes a cost on the
defendant."

The Apex Oil Company, threatened with foreclosure on a
$533 million loan and liquidation of its assets following its
disastrous purchase of Clark Oil & Refining Corp., filed for
protection from creditors under Chapter 11 of the U.S. Bankruptcy
Code in Dec. 1987.  At the time of the filing, Fortune magazine
reported that Apex was the nation's fifth-largest privately held
company, with annual sales of $8 billion, and employed more than
9,000 people in 49 states.  After shedding its refining operations
and returning to its roots by focusing on oil trading, storage,
and shipping, Apex emerged from Chapter 11 in 1990.


APPLIED SOLAR: Bid Protocol Approved; October 13 Sale Hearing Set
-----------------------------------------------------------------
On August 17, 2009, the U.S. Bankruptcy Court for the District of
Delaware approved bid procedures and bid protections in connection
with the sale of substantially all of Applied Solar Inc. and Solar
Communities I, LLC's assets.

As reported in the TCR on August 6, 2009, Applied Solar, Inc.
have entered into an asset purchase agreement with Quercus APSO,
LLC, an affiliate of The Quercus Trust, for the sale, subject to
higher and better offers, of the assets for consideration
consisting of the assumption or waiver of certain indebtedness
owed by the Company to The Quercus Trust, the assumption of
certain of the Company's obligations to third parties and cash.

Objections, if any, to the proposed sale, must be filed with the
clerk of the Court by 4:00 p.m. on October 2, 2009.

The Court has set a hearing on October 13, 2009, at 10:30 a.m. to
approve the sale to the stalking horse bidder or to a bidder
submitting the highest, best or otherwise financially superior
offer at an auction.

Requests for a copy of the asset purchase agreement or for any
other information concerning the sale of the acquired assets
shoulbe be directed by written request to:

     Cross & Simon, LLC
     913 North Market Street, 11th Floor
     Wilmington, Delaware 19801

Applied Solar, Inc., a Nevada Corporation, is a "next-generation"
solar energy company.  The Company develops, commercializes and
licenses clean energy solutions, innovative solar products and
energy management applications.

Applied Solar was formerly known as Barnabus Energy Inc., Barnabus
Enterprises Inc. and Open Energy Corporation.  Applied Solar Inc.
and its affiliate Solar Communities I LLC filed for Chapter 11 on
July 24 (Bankr. D. Del. Lead Case No. 09-12623).  Katherine J.
Clayton, Esq., represents the Debtors as counsel.  In its
petition, the Debtor listed between $1 million and $10 million in
assets, and between $10 million and $50 million in debts.


AVIS BUDGET: Bank Debt Trades at 11% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 89.13
cents-on-the-dollar during the week ended Friday, Aug. 28, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.63
percentage points from the previous week, The Journal relates.
The loan matures on April 1, 2012.  The Company pays 125 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's CCC+ rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 28,
among the 140 loans with five or more bids.

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

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


BAYSIDE SQUARE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Bayside Square LLC
        1111 Bayside Dr
        Corona del Mar, CA 92625

Case No.: 09-18716

Type of Business: The Debtor a real estate business.

Chapter 11 Petition Date: August 26, 2009

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

Judge: Karen A. Overstreet

Debtor's Counsel: Mark D. Northrup, Esq.
                  Pier 70
                  2801 Alaskan Wy, Ste. 300
                  Seattle, WA 98121-1128
                  Tel: (206) 340-9628
                  Email: mnorthrup@grahamdunn.com

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

Estimated Debts: $100,001 to $10,000,000

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


BEARINGPOINT INC: Terminates Hunter as Chief Operating Officer
--------------------------------------------------------------
BearingPoint, Inc., BearingPoint Australia Pty Limited, a wholly
owned subsidiary of the Company, and David R. Hunter, the
Company's Chief Operating Officer, on August 21, 2009, entered
into a Release Agreement whereby Mr. Hunter was terminated as the
Chief Operating Officer of the Company and as an employee of
BearingPoint Australia, effective as of that day.

Pursuant to the Release Agreement, BearingPoint Australia will pay
Mr. Hunter regular wages through August 31, 2009, and an amount
equal to AU$300,000 on or before August 31, 2009, in exchange for
the release of potential claims against the Company and its
affiliates.  The Company believes that this termination is
consistent with the Company's plans regarding the liquidation of
its business in connection with its bankruptcy proceedings.

                            Asset Sales

On March 23, 2009, BearingPoint and certain of its subsidiaries
entered into an Asset Purchase Agreement to sell a significant
portion of their assets related to BearingPoint's North American
Public Services business to Deloitte LLP.  On April 17, the
Bankruptcy Court approved this sale.  The closing of this
transaction occurred on May 8.  In connection with the closing,
BearingPoint received net proceeds of roughly $329.3 million.

On April 2, BearingPoint International Bermuda Holdings Limited,
BearingPoint's indirect subsidiary, entered into a Share Sale
Agreement with PwC Advisory Co., Ltd., the Japanese member firm of
the PricewaterhouseCoopers global network of firms, for the sale
of BearingPoint's consulting business in Japan to PwC Japan for
roughly $45 million.  In addition, PwC Japan assumed the
intercompany debt owed by certain non-debtor subsidiaries of
BearingPoint to BearingPoint Co., Ltd. (Chiyoda-ku).  The closing
of the PwC Japan Transaction occurred on May 11.

On April 17, BearingPoint and certain of its subsidiaries entered
into an Asset Purchase Agreement with PricewaterhouseCoopers LLP
pursuant to which BearingPoint agreed to sell a substantial
portion of its assets related to its North American Commercial
Services business unit, including Financial Services, to PwC and
PwC agreed to assume certain liabilities associated with the
assets.  In addition, affiliates of PwC also entered into
definitive agreements to purchase the equity interests of
BearingPoint Information Technologies (Shanghai) Limited, a
subsidiary of BearingPoint that operates a global development
center in China, and certain assets of a separate global
development center in India.

On April 27, the Bankruptcy Court approved bidding procedures in
connection with an auction of all or substantially all of the
assets of the CS Business and BearingPoint China GDC.  The Auction
was held on May 27 and concluded on May 28.  At a hearing May 28,
the Bankruptcy Court approved PwC as the winning bidder at the
Auction.  The aggregate purchase price for the PwC Commercial
Services Transaction was $44 million (subject to certain
contractual adjustments).  The closing of the PwC U.S. Transaction
occurred on June 15, and, as a result, PwC acquired the CS
Business.  The purchase price for the PwC U.S. Transaction was
$39 million.  BearingPoint anticipates that the PwC China
Transaction and the PwC India Transaction will close within the
next several months; however, there can be no assurance that the
transactions will be completed.

On July 9, BearingPoint and certain of its subsidiaries entered
into a Stock Purchase Agreement with CSC Brazil Holdings LLC and
Computer Sciences Corporation for the sale of BearingPoint's
consulting business in Brazil.  Pursuant to the Brazil Stock
Purchase Agreement, CSC agreed to purchase BearingPoint, S.A., a
wholly owned subsidiary of BearingPoint, through the purchase of
all issued and outstanding shares of common stock of BearingPoint
Brazil, for a purchase price of US$7.9 million.  The Bankruptcy
Court approved the Brazil Transaction on July 23.  The
consummation of the Brazil Transaction is expected to occur on or
prior to August 7 and is subject to customary closing conditions.
There can be no assurance that the Brazil Transaction will be
completed.

As reported by the Troubled Company Reporter on August 14, 2009,
Tiffany Kary at Bloomberg News said Judge Robert Gerber authorized
BearingPoint to sell its European division and intellectual
property for $69 million to BE Partners B.V., a newly formed
company established by a significant majority of the managing
directors of BearingPoint's EMEA practice.

                         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.


BELO CORP: S&P Downgrades Corporate Credit Rating to 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas, Texas-based TV broadcaster Belo Corp. to 'B+'
from 'BB-'.  The rating outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's senior unsecured debt to 'B' from 'B+'.  The recovery
rating on this debt remains unchanged at '5', indicating S&P's
expectation of modest (10% to 30%) recovery for debtholders in the
event of a payment default.

"The downgrade reflects S&P's expectation that Belo's operating
performance will remain weak over the intermediate term, which
will cause the company's leverage metrics to stay above a level
appropriate for a 'BB-' rating," said Standard & Poor's credit
analyst Deborah Kinzer.  "In addition, S&P is concerned that the
company will need to amend the financial covenants in its credit
agreement to avoid a covenant violation as early as the fourth
quarter of 2009."

Belo's declining EBITDA has quickly absorbed the moderate cushion
the company obtained from the February 2009 amendment to its
credit agreement, despite cutting costs and modestly reducing
debt.  As of June 30, 2009, the company had a roughly 16% EBITDA
cushion of compliance with its leverage covenant.  Leverage per
lenders was 5.30x, versus a 6.25x covenant at June 30, 2009.
Although S&P foresee that the company will continue to generate
modest discretionary cash flow that could be used for debt
repayment, S&P expects that EBITDA will continue to deteriorate
from large declines in local and national ad revenue.  As of June
30, 2009, Belo had roughly $1.1 billion of debt outstanding.

The 'B+' rating reflects Belo's high financial leverage from the
retention of all outstanding indebtedness after the February 2008
spinoff of its newspaper business, the vulnerability of TV
broadcasting's revenues to economic cycles, earnings volatility
between election and nonelection years, and competition from
alternative media.  The company's strong station portfolio and
diversification among network affiliations minimally offset these
factors.


BERNARD MADOFF: Has Schedule for Resolving Disputed Claim Amounts
-----------------------------------------------------------------
Irving H. Picard, Trustee for the liquidation of the business of
Bernard L. Madoff Investment Securities LLC and for Bernard L.
Madoff, asks the U.S. Bankruptcy Court for the Southern District
of New York to enter a scheduling order to resolve the "net
equity" issue in computing for investors' allowed claims.

Under the Securities Investor Protection Act of 1970, 15 U.S.C.
Sec. 78aaa et seq., Mr. Picard is responsible for recovering and
distributing customer property to BLMIS's customers, assessing
claims, and liquidating any other assets of the firm for the
benefit of the estate and its creditors.  The statutory framework
for the satisfaction of Customer Claims in a SIPA liquidation
proceeding provides that customers share pro rata in customer
property to the extent of their Net Equity (as defined in Section
78lll(11) of SIPA, 15 U.S.C. Sec. 78lll(11)), and to the extent
that a customer's Net Equity exceeds his or her ratable share of
customer property, the Securities Investor Protection Corporation
will advance funds to the SIPA trustee up to $500,000 for
securities for that customer.

Certain claimants disagree with Mr. Picard as to the construction
of the term Net Equity and how that term should be applied to
determine the amount of the valid Customer Claim of each claimant.

It is the Trustee's position that for purposes of determining
customer claims, each BLMIS customer's Net Equity will be
determined by crediting the amount of cash deposited by the
customer into his BLMIS account, less any amounts already
withdrawn by him from his BLMIS customer account -- cash in/cash
out approach.

Various claimants have asserted that Net Equity should be
determined on the basis of each claimant's balance as shown on
their November 30, 2008 account statement provided by BLMIS or,
alternatively, that the calculation should reflect the time value
of money deposited by each claimant and/or interest, unjust
enrichment or other factors.

Furthermore, two adversary proceedings were filed challenging the
Trustee's definition of "net equity": Less, et al. v. Picard, Adv.
Pro. No. 09 CV 1265 (Bankr. S.D.N.Y.) (BRL) (seeking class action
relief); and Peskin, et al. v. Picard, Adv. Pro. No. 09 CV 1272
(Bankr. S.D.N.Y.) (BRL).

In furtherance of the requirement under the Court's prior order
that the Trustee obtain and notify an objecting party of a hearing
on an objection, the purpose of this proposed scheduling order is
to establish an orderly procedure for this Court to resolve
objections involving the proper determination of Net Equity.  The
Trustee proposes this schedule:

   A. On or before October 16, 2009, the Trustee will file
      motion(s) to affirm certain customer claims determinations
      as to which objections have been filed, specifically with
      regard to the Trustee's Net Equity determinations.

   B. In accordance with the Claims Procedures Order, the
      Motion(s) will identify those claimants who have filed
      objections to his determination of their customer claims for
      which he intends to schedule a hearing on the Net Equity
      issue.

   C. In support of the Motion(s), the Trustee shall file a
      memorandum of law and supporting papers setting forth the
      factual and legal bases for the Trustee's construction of
      the term Net Equity on the same date.

   D. SIPC will file any brief with reference to the Motion(s) on
      or before October 16, 2009.

   E. The Objecting Claimants will file their responses to the
      Motion(s) on or before November 13, 2009.

   F. Any Interested Parties who wish to file a brief in
      opposition to the Trustee's Motion(s) will file their briefs
      on or before November 13, 2009.

   G. Any Interested Parties who wish to file a brief in support
      of the Trustee's Motion(s) will file their briefs on or
      before December 11, 2009.

   H. To the extent that Interested Parties who filed briefs in
      raise issues, factual or legal, that have not been
      previously raised, Interested Parties who filed a brief in
      opposition to the Trustee's Motion(s) may file a reply brief
      addressing the issues on or before December 21, 2009.

   I. The Trustee and SIPC will file any reply papers on or
      Before January 15, 2010.

   J. The Court will hold a hearing on the Motion on February 2,
      2010, at 10:00 a.m., or such other time as the Court
      determines.

The Trustee's proposed procedures have been disseminated in
advance of filing to three law firms, each of which has
demonstrated an interest in the litigation of this issue: (a) Lax
& Neville, LLP, (b) Milberg LLP, and (c) Phillips Nizer LLP

                      About Bernard L. Madoff

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

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

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

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

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


BLOCKBUSTER INC: Mark Wattles, WCM Own 4.0% of Class A Shares
-------------------------------------------------------------
Wattles Capital Management, LLC, as of August 24, 2009, owned
4,841,937 Class A shares of Blockbuster Inc. Common Stock,
representing 4.0% of Blockbuster's outstanding shares of Class A
Common Stock.

Through WCM and the HKW Trust, Mark J. Wattles beneficially owns
Class A Shares.  Mr. Wattles is the sole member and manager of
WCM, and owner of 100% of its membership interests.  He is also
the settlor and sole trustee of the Trust and exercises sole
discretion over the Trust pursuant to the terms and conditions set
forth in the Trust instrument.

Mr. Wattles beneficially owns shares of Blockbuster Class B Common
Stock as well as the 9.0% senior notes of Blockbuster.

Mr. Wattles' principal occupation is serving as President of WCM,
which is primarily engaged in investing in public and private
companies in the consumer products and retail sectors.  WCM
indirectly owns a majority interest in Ultimate Acquisition
Partners, LP, which owns and operates consumer electronics retail
stores under the name Ultimate Electronics.  Mr. Wattles also
serves as Chairman of UAP.

Prior to forming WCM, Mr. Wattles founded Hollywood Entertainment
Corporation, the second largest video rental and retail chain
(after Blockbuster Inc.) and the second largest video game
specialty retailer (after Game Stop Corp.), where he was Chairman
and Chief Executive Officer for more than 17 years before
Hollywood was sold for $1.25 billion to Movie Gallery, Inc. in
April 2005.  The Trust acquires, holds, manages and disposes of
assets for the benefit of a member of Mr. Wattles' family and The
Wattles Family Foundation.

                         About Blockbuster

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

As of July 5, 2009, the Company had $1.93 billion in total assets
and $1.71 billion in total liabilities.

Blockbuster continues to hold Moody's Investors Service's Caa3
Probability of Default Rating, B1 secured bank credit facilities
rating and B1 senior secured rating of B1.  Blockbuster also holds
Standard & Poor's Ratings Services' 'CCC' corporate credit rating.
S&P has lowered the issue-level ratings on both its secured debt
to 'CCC+' from 'B' and its subordinated debt to 'CC' from 'CCC'.
Fitch Ratings has affirmed Blockbuster's long-term Issuer Default
Rating at 'CCC'.


BRADFORD BANK, BALTIMORE: Closed; M&T Buffalo Assumes All Deposits
------------------------------------------------------------------
Bradford Bank, Baltimore, Maryland, was closed August 28 by the
Office of Thrift Supervision, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with
Manufacturers and Traders Trust Company, Buffalo, New York, to
assume all of the deposits of Bradford Bank.

The nine branches of Bradford Bank will reopen as branches of M&T.
Depositors of Bradford Bank will automatically become depositors
of M&T.  Depositors will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage.
Customers should continue to use their existing branches until M&T
can fully integrate the deposit records of Bradford Bank.

As of June 30, 2009, Bradford Bank had total assets of
$452 million and total deposits of approximately $383 million.  In
addition to assuming all of the deposits of the failed bank, M&T
agreed to purchase essentially all of the failed bank's assets.

The FDIC and M&T entered into a loss-share transaction on
approximately $338 million of Bradford Bank's assets.  M&T will
share in the losses on the asset pools covered under the loss-
share agreement.  The loss-sharing arrangement is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The agreement also is expected to minimize
disruptions for loan customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-640-2693.  Interested parties can also
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/bradford-md.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $97 million.  M&T's acquisition of all the deposits
was the "least costly" resolution for the FDIC's DIF compared to
alternatives.  Bradford Bank is the 82nd FDIC-insured institution
to fail in the nation this year, and the second in Maryland.  The
last FDIC-insured institution closed in the state was Suburban
Federal Savings Bank, Crofton, on January 30, 2009.


BRIGHT HORIZONS: Bank Debt Trades at 4.5% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Watertown,
Massachusetts-based Bright Horizons Family Solutions, Inc., is a
borrower traded in the secondary market at 95.50 cents-on-the-
dollar during the week ended Friday, Aug. 28, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.70 percentage
points from the previous week, The Journal relates.  The loan
matures on May 1, 2014.  Bright Horizons pays 400 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba3 rating and Standard & Poor's BB- rating. The debt is
one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 28,
among the 140 loans with five or more bids.

Founded in 1986, Bright Horizons Family Solutions is the world's
leading provider of employer-sponsored child care, early
education, and work/life solutions.  Conducting business in the
United States, Europe, and Canada, Bright Horizons has created
employer-sponsored child care and early education programs for
more than 700 clients, including more than 90 of the Fortune 500.

Bright Horizons carries a 'B2' long term corporate family and
probability of default ratings, and a 'Ba3' bank loan debt rating
from Moody's.


BROADSTRIPE LLC: Spent $20MM to Upgrade Technology & Add Staff
--------------------------------------------------------------
St. Louis Business Journal reports that Broadstripe LLC said that
it has spent $20 million on technology upgrades and additional
staff.

Citing Broadstripe's new chief commercial officer Tony Lent,
Business Journal relates that the Company spent $20 million in:

     -- upgrading its network for faster Internet speeds,
     -- overhauling customer service operations,
     -- purchasing new call center technologies, and
     -- hiring more technicians and call center representatives.

Business Journal states that other than Mr. Lent, Broadstripe also
hired:

     -- Chad Coben as chief financial officer;

     -- Debra Wood, executive vice president of finance
        operations; and

     -- Tamara Shelman, senior vice president of customer care.

According to Business Journal, Mr. Lent said that Broadstripe has
surpassed "aggressive" sales targets for its new lifetime price
guarantee offer, which was unveiled this month and provides new
and existing subscribers with cable, Internet, and phone service
for a never-changing price of $130 a month.  Mr. Lent said that
Broadstripe is focused on emerging from bankruptcy by year-end
with less debt and stronger operations.

Headquartered in Chesterfield, Missouri, Broadstripe LLC --
http://www.broadstripe.com/-- provides videos and telephone
services to consumers and business in Maryland, Michigan,
Washington and Oregon.  The Company and five of its affiliates
filed for Chapter 11 protection on January 2, 2009 (Bankr. D. Del.
Lead Case No. 09-10006).  Attorneys at Ashby & Geddes, and Gardere
Wynne Sewell LLP represent the Debtors in their restructuring
efforts.  The Debtors proposed FTI Consulting Inc. as their
restructuring consultant, and Epiq Bankruptcy Consultants LLC as
their claims agent.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $100 million
and $500 million in their petition

The U.S. Bankruptcy Court for the District of Delaware has
approved sale procedures proposed by the Chapter 7 trustee, under
which Emaar Properties PJSC will be the lead bidder at an
August 20 auction for WL Homes LLC.


BSC DEV'T: Buyer Wants One-Month Extension for Closing Date
-----------------------------------------------------------
New Buffalo Statler Development LLC has asked the Hon. Carl Bucki
of the U.S. Bankruptcy Court Western District of New York to delay
until to September 28 the closing date for BSC Development BUF
LLC's Statler Towers, court documents say.

As reported by the TCR on August 20, 2009, Judge Bucki approved
the $1.3 million sale of Statler Towers to New Buffalo Statler.
New Buffalo Statler's lawyer David Pfalzgraf Jr. said that a sale
closing of the towers is tentatively set for August 28, but it may
be delayed a few days if the pre-closing due diligence takes
longer than expected.

James Fink at Business First of Buffalo reports that Judge Bucki
was expected to review the request during an August 28 hearing.

Business First quoted David Pfalzgraf Jr., New Buffalo Statler
Development's attorney, as saying, "We are trying to close before
then.  We have a lot of good things in the works, but we need a
little more time to make them happen.  We are working very hard to
make this happen."

According to Business First, New Buffalo Statler said that it is
planning a $100 million facelift of the venerable building,
renovating the structure into a mixed-use property with a hotel,
apartments, office space, restaurants, a jazz club.  Business
First says that Park Lane Catering -- owned by William Koessler,
who is among the leaders of New Buffalo Statler -- will anchor the
main floor and ballroom, an work is expected to start this fall.

Business First relates that Morris Horwitz, the court-appointed
trustee, has attached several recommendations to Judge Bucki in
connection with the delayed closing, among them are:

     -- Gail Pirincci's $100,000 deposit be held until New Buffalo
        Statler Development completes the closing process,
        according to the report.  Gail Pirincci represented a
        group that bid against New Buffalo Statler; and

     -- New Buffalo Statler, effective Friday, must be responsible
        for:

        * The payroll of the Statler's nine employees, including
          standard union payments, worker's compensation insurance
          costs and all related taxes;

        * New Buffalo Statler Development pay all utility costs.

        * The partnership pay such costs as employee parking, or
          parking for tenants -- if it is part of their lease, and
          cleaning services for the building; and

        * Should New Buffalo Statler Development not close on the
          property by September 28, then Ms. Pirincci will have 72
          hours to present a $100,000 down payment to the court.

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


BURLINGTON COAT: Highly Leveraged; FY09 Net Loss Widens to $191MM
-----------------------------------------------------------------
"We are highly leveraged," Burlington Coat Factory Investments
Holdings, Inc., warned in a regulatory filing with the Securities
and Exchange Commission.

"Our ability to make payments on and to refinance our debt and to
fund planned capital expenditures will depend on our ability to
generate cash in the future. To some extent, this is subject to
general economic, financial, competitive, legislative, regulatory
and other factors that are beyond our control. If we are unable to
generate sufficient cash flow to service our debt and meet our
other commitments, we will be required to adopt one or more
alternatives, such as refinancing all or a portion of our debt,
including the notes, selling material assets or operations or
raising additional debt or equity capital."

As of May 30, 2009, Burlington Coat Factory's total indebtedness
was $1.449 billion, including $300.8 million of 11.1% senior notes
due 2014, $99.3 million of 14.5% senior discount notes due 2014,
$870.8 million under its Senior Secured Term Loan Facility, and
$150.3 million under the ABL Line of Credit.  Estimated cash
required to make minimum debt service payments (including
principal and interest) for these debt obligations amounts to
$87.7 million for the fiscal year ending May 29, 2010, inclusive
of minimum interest payments related to the ABL Line of Credit.
The ABL Line of Credit has no annual minimum principal payment
requirement.

"We may not be able to effect any of these actions on a timely
basis, on commercially reasonable terms or at all, or that these
actions would be sufficient to meet our capital requirements.  In
addition, the terms of our existing or future debt agreements,
including the credit agreements governing our senior secured
credit facilities and each indenture governing the notes, may
restrict us from effecting any of these alternatives," the Company
said.

Burlington Coat Factory warned if it fails to make scheduled
payments on its debt or otherwise fails to comply with its
covenants, it will be in default and, as a result:

     -- its debt holders could declare all outstanding principal
        and interest to be due and payable,

     -- its secured debt lenders could terminate their commitments
        and commence foreclosure proceedings against its assets,
        and

     -- it could be forced into bankruptcy or liquidation.

The indenture governing the Company's senior notes and the credit
agreements governing its senior secured credit facilities impose
significant operating and financial restrictions on the Company
and its subsidiaries, which may prevent it from capitalizing on
business opportunities.

The indenture governing the Company's senior notes and the credit
agreements governing its senior secured credit facilities contain
covenants that place significant operating and financial
restrictions on the Company.  The covenants limit the Company's
ability to, among other things:

     -- incur additional indebtedness or enter into sale and
        leaseback obligations;

     -- pay certain dividends or make certain distributions on
        capital stock or repurchase capital stock;

     -- make certain capital expenditures;

     -- make certain investments or other restricted payments;

     -- have the Company's subsidiaries pay dividends or make
        other payments to the Company;

     -- engage in certain transactions with stockholders or
        affiliates;

     -- sell certain assets or merge with or into other companies;

     -- guarantee indebtedness; and

     -- create liens.

"As a result of these covenants, we are limited in how we conduct
our business and we may be unable to raise additional debt or
equity financing to compete effectively or to take advantage of
new business opportunities.  The terms of any future indebtedness
we may incur could include more restrictive covenants. If we fail
to maintain compliance with these covenants in the future, we may
not be able to obtain waivers from the lenders and/or amend the
covenants," the Company said.

"Our failure to comply with the restrictive covenants described
above, as well as others that may be contained in our senior
secured credit facilities from time to time, could result in an
event of default, which, if not cured or waived, could result in
us being required to repay these borrowings before their due date.
If we are unable to refinance these borrowings or are forced to
refinance these borrowings on less favorable terms, our results of
operations and financial condition could be adversely affected."

                            Fiscal 2009

Burlington Coat Factory has experienced recurring net losses since
its formation in April 2006.  The losses are primarily the result
of impairment charges and increased interest expense associated
with the Company's leveraged debt structure.

Burlington Coat Factory recorded a net loss of $191.6 million
during fiscal year 2009, which ended May 30, 2009, compared with a
net loss of $49.0 million for Fiscal 2008.  The primary driver of
the net loss in Fiscal 2009 was the impairment charges incurred
throughout the year.

The Company experienced an increase in net sales for Fiscal 2009
compared with Fiscal 2008.  Consolidated net sales increased
$148.6 million, or 4.4%, to $3.542 billion -- $3.200 billion of
which represents comparative store sales -- for Fiscal 2009 from
$3.393 billion -- $3.282 billion of which represents comparative
store sales -- for Fiscal 2008.

As of May 30, 2009, the Company had total assets of
$2.533 billion; and total current liabilities of $473.7 million,
long term debt of $1.438 billion, other liabilities of
$159.4 million, and deferred tax liabilities of $326.3 million.
As of May 30, 2009, the Company had accumulated deficit of
$328.4 million and stockholder's equity of $135.0 million.

During Fiscal 2009, the Company recorded impairment charges of
$294.6 million and $37.5 million related to its tradenames and
long-lived assets.  At May 30, 2009, working capital was
$312.3 million, cash and cash equivalents were $25.8 million and
unused availability under the Company's ABL Senior Secured
Revolving Facility (ABL Line of Credit) was $235.3 million.

Despite the current trends in the retail environment and their
negative impact on the Company's comparative store sales, the
Company believes that cash generated from operations, along with
its existing cash and availability under its ABL Line of Credit,
will be sufficient to fund its expected cash flow requirements and
planned capital expenditures for at least the next 12 months as
well as the foreseeable future.  "However, there can be no
assurance that, should the economy continue to decline, the
Company would be able to continue to offset decreases in its
comparative store sales with continued savings initiatives," the
Company said.

A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?4361

On August 24, 2009, John Tudor provided written notice to the
Company of his decision to resign as a director of each of
Burlington Coat Factory Investments Holdings, Burlington Coat
Factory Holdings, Inc., and Burlington Coat Factory Warehouse
Corporation, such resignation to be effective on August 31, 2009.
The resignation of Mr. Tudor did not involve any disagreement with
the Company.

                   About Burlington Coat Factory

Burlington Coat Factory Investments Holdings, Inc., and its
subsidiaries operate stores in 44 states and Puerto Rico, which
sell apparel, shoes and accessories for men, women and children.
A majority of the stores offer a home furnishing and linens
department and a juvenile furniture department.

As reported by the Troubled Company Reporter on June 29, 2009,
Fitch Ratings affirmed its Issuer Default Rating at 'B-';
US$800 million asset-based revolver rating at 'B+/RR1';
US$900 million term loan rating at 'B/RR3', on Burlington Coat
Factory Warehouse Corp.  Fitch revised these ratings to reflect
the new issue rating definitions as of March 2009 --
US$305 million senior unsecured notes revised to 'CC/RR6' from
'CCC/RR6'; US$99 million senior discount notes revised to 'C/RR6'
from 'CCC-/RR6'.


CAPITAL GROWTH: Files Earnings Call Script; VDUL Impact Discussed
-----------------------------------------------------------------
Capital Growth Systems, Inc., filed with the Securities and
Exchange Commission a copy of the script it prepared with respect
to its earnings announcement presented to investors on August 20,
2009, for the year ended December 31, 2008 and for the quarterly
periods ended March 31, 2009 and June 30, 2009.

On the call were Jack Lodge, Chief Operating Officer of Global
Capacity, the trade name for Capital Growth Systems; Patrick
Shutt, Chief Executive Officer; George King, President; Jim
McDevitt, Chief Financial Officer; and Bob Pollan, Chairman of the
Board of Directors.

Mr. Shutt discussed several Company metrics:

     -- During the past 11 quarters the Company has acquired four
        core and strategic assets. It has also completed two
        dispositions of non-performing and non-core assets;

     -- The core assets include: Magenta netlogic, CentrePath,
        Global Capacity Group and Vanco Direct U.S.A., LLC;

     -- The Company's revenue growth since 2006, excluding
        dispositions, has been 368% CAGR or "compounded annualized
        growth rate" and in 2009 the Company's revenue is expected
        to more than double 2008 revenue;

     -- The Company has 350 customers across the entire product
        portfolio that generate over $5 million per month in
        revenues, most of which is recurring in nature;

     -- The total cash invested in assembling this business is
        roughly equal to annualized recurring revenue or 1x
        multiplier.  "We believe that revenue multipliers are an
        important metric in understanding the strategic
        landscape;" and

     -- Client services model since acquisition is gaining
        traction:

        * In Q1, total contract value sold was $4.3 million; and
        * In Q2, total contract value sold was $9.6 million.

Mr. Pollan said the acquisition of Vanco Direct USA, LLC, in
November 2008 provides Global Capacity with a tremendous addition
to the Company's core assets, and provides a platform from which
to grow customers, revenue, and profitability.

"Management has worked diligently in the nine months since
completing the acquisition to integrate the businesses, leveraging
the core assets and setting us up to win.  There have been some
challenges along the way, but the Company has achieved some
significant milestones as well," according to Mr. Pollan.

Mr. King noted the Company has entered into a series of
transactions as of July 31, 2009, related to amendment of its
existing financing and the funding of additional financing.  This
transaction, he said, represents a significant milestone for the
Company.  "The financing was a supplement to the acquisition
closing of Vanco Direct in November 2008 in that it allowed us to
establish a vendor payment plan in order to reduce past due
obligations of certain vendors over time.  In addition, the Second
Amendment to the November 2008 Loan Agreement with the Company's
senior lender reset certain covenants of that agreement," he said.

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

               http://ResearchArchives.com/t/s?437a

As reported by the Troubled Company Reporter on August 24, 2009,
the Company posted wider net loss of $14.1 million for the three
months ended June 30, 2009, from a net loss of $5.69 million for
the same period a year ago.  For the six months ended June 30,
2009, the Company posted net loss of $35.2 million from net loss
of $6.11 million for the same period a year ago.

For the three months ended March 31, 2009, the Company posted net
loss of $21.0 million from net loss of $420,000 for the same
period a year ago.

As of June 30, 2009, the Company had $52.1 million in total assets
and $86.7 million in total liabilities, resulting in $34.5 million
in shareholders' deficit.  As of June 30, 2009, the Company's
current liabilities exceeded its current assets by $29.9 million.
Cash on hand at June 30, 2009 was $1.3 million -- not including
$500,000 restricted for outstanding letters of credit.

The Company's net working capital deficiency, recurring operating
losses, and negative cash flows from operations raise substantial
doubt about its ability to continue as a going concern.  However,
the Company said the successful delivery on major customer
contracts entered into since mid-2008 and continued success in
closing these types of contracts will move it into profitability.
In addition to those new contracts, management believes that the
inclusion of VDUL's business and cash flows will have a positive
impact on future results.  At the same time, expenses are managed
closely and lower-cost outsource opportunities are given case-by-
case consideration.

On May 22, 2009, the Company received from ACF CGS, LLC, a formal
notification of certain covenant violations that occurred and
continue to exist under the Loan Agreement dated November 19,
2008, by and among the Company and its subsidiaries.  The
Borrowers have timely paid all debt service obligations under the
Loan Agreement.

The Borrowers have agreed that the Forbearance Agreement
constitutes an additional "Loan Document" under the Loan
Agreement.  Among other things, the Forbearance Agreement
contemplates that from May 1, 2009, until the date that the Agent
either waives all of the specified defaults or the parties
otherwise agree, the Loan will continue to bear interest at the
default rate of interest as specified in the Loan Agreement.

                   About Capital Growth Systems

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


CARIBBEAN RESTAURANTS: Moody's Affirms 'Caa1' Corporate Rating
--------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Caribbean
Restaurants, LLC, including its Corporate Family Rating of Caa1
and senior secured notes due 2012 rating of B3.  Concurrently, the
rating outlook was revised to negative from stable.

The outlook revision reflects Moody's expectation that Caribbean's
operating and credit metrics will remain weak for the coming year,
primarily driven by the persistently negative guest traffic at its
175 Burger King franchised restaurants in Puerto Rico, and the
resultant margin pressure due to lower sales.  Moody's believes
that the key contributing factors to the company's weak guest
traffic, such as the protracted recession and high unemployment
rate in Puerto Rico, would likely remain while competitions among
quick service restaurants focusing on promotional activities are
likely to intensify over the intermediate term.  These factors
will likely keep the company from improving its performance and
weak credit metrics within the rating horizon.  As a result,
Moody's now expects its free cash flow will be negative for the
next 12-18 months.  Further, the higher capital expenditure budget
in FY2010 which Moody's views somewhat aggressive, and higher
operating cost due to minimum wage increase, could exacerbate the
company's negative cash flow.

"Our previous stable outlook anticipated at least break-even free
cash flow," explained Moody's analyst John Zhao.  "The affirmation
of the CFR, however, reflects Caribbean's operating performance
will likely be within Moody's expectation, though at the lower
end."  The company was able to generate positive revenue growth
for its FY 2009 (ended April 30, 2009).  However, Moody's is
somewhat concerned on the health of the growth since it was
achieved through price increases to offset worsening traffic
trend.

The Caa1 CFR continues to incorporate Caribbean's geographic
concentration and limited scale and revenue base, as well as the
challenges the company is facing in reversing the negative traffic
trend in light of high unemployment rate and weak consumer
spending on the island.  The ratings positively consider strong
name recognition and leading position of Burger King brand in the
Puerto Rico QSR segment, a seasoned management team and the
company's exclusive development agreement within Puerto Rico.  The
ratings also anticipate the company will maintain an adequate
liquidity position, supported by unencumbered access to its
$30 million revolving credit facility and ample cushion above the
financial covenant compliance.

The rating action is:

Caribbean Restaurants, LLC

Rating affirmed:

* Corporate Family Rating at Caa1

* Probability of Default Rating at Caa1

* $146 million senior secured second lien notes due 2012 -- B3
  (LGD3, 39%)

* Outlook: changed to Negative from Stable

The last rating action on Caribbean occurred on August 5, 2008
when Moody's affirmed Caa1 CFR and assigned B3 rating to the new
senior secured notes.

Caribbean Restaurants, LLC, through an exclusive territorial
development agreement with Burger King Corporation, is the sole
franchisee of Burger King restaurants in Puerto Rico with
approximately 175 units as of fiscal year-end April 30, 2009.


CARTERET ARMS: Six Properties Put Up on Sale After Bankr. Filing
----------------------------------------------------------------
Mark Spivey at mycentraljersey.com reports that six of Connolly
Properties Inc.'s 20 properties were put on sale after Carteret
Arms, LLC, and its affiliates filed for bankruptcy.

According to mycentraljersey.com, more than half of the city
properties managed by apartment rental firm Connolly Properties
are either tied up in bankruptcy proceedings or up for sale.

Connolly Properties, says mycentraljersey.com, was the subject of
separate Courier News and municipal investigations into tenant
complaints of substandard living conditions.  The report quoted
Connolly Properties spokesperson Ron Simoncini as saying, "There
are just a lot of variables and factors at this point.  At this
point our properties have an immense value; the question is how
does David, working with his advisers, sequence his actions here
to preserve the most value on them?  That's the best thing for the
town, the best thing for the tenants, and the best thing for
Connolly Properties, probably in that order."

mycentraljersey.com relates that several companies owning 13
different Connolly Properties-managed apartment entities in
Plainfield and East Orange filed for bankruptcy.  Before the
bankruptcy filings, the two companies holding the loans on the 13
entities -- Spencer Savings Bank in Plainfield and the Federal
National Mortgage Association, or Fannie Mae, -- filed foreclosure
motions against all of them, demanding $34 million to settle the
combined balances of the loans, says mycentraljersey.com.  the
report states that the apartment buildings and complexes in
question include a total of 552 units -- 290 in Plainfield and 272
in East Orange.

According to court documents, more than $450,000 is owed to Hess
Co. for fuel service to the properties, with about $117,000 owed
to PSE&G for utilities.  mycentraljersey.com relates that Connolly
Properties bank records show that a May 1 mortgage payment of
$114,654 to Spencer Savings Bank overdrew the Company's checking
account by $65,281, and no subsequent mortgage payments appeared
in records running through July 21.

mycentraljersey.com states that Plainfield Apartments LLC, owner
of the nine city buildings tied up in bankruptcy, and
representatives will have a meeting with some of the 31 creditors
listed in its bankruptcy filing on September 9.

ERA Reed Realty broker owner Carl Reed said in a statement that
the firm contracted with Connolly Properties to sell the six
properties.  According to mycentraljersey.com, Mr. Reed also
recently issued to Plainfield Municipal Court an audit of Connolly
Properties after it was demanded by Andrew Baron, the presiding
judge in a code violation case against Connolly.

Mr. Reed said in a statement that none of the properties up for
sale were involved in recent foreclosure filings, and that "the
properties we are marketing are not any of the properties that
have had fines levied by presiding Judge Andrew Baron during the
July property maintenance violations hearing to abate code
violations."

Mr. Reed, according to mycentraljersey.com, said that he will send
e-mails to some of his regular clients who might be interested in
the available properties, which have a combined asking price of
nearly $13 million.  The report states that Mr. Reed said he is
hopeful that the properties will sell in a rough market, but
agreed with Connolly Properties that accepting less than what they
believe is fair isn't an option.  The report quoted him as saying,
"Because of the (news) coverage or because of the issues that have
happened, buyers are looking to make a deal or make a steal.  Most
of the people want to just take them as opposed to negotiate, but
we want to spell out the fact that these apartments are above
average and have many good, paying tenants . . . there is interest
here, and I do feel that they are going to be selling."

Plainfield, New Jersey-based Carteret Arms, LLC, and its
affiliates operate real estate businesses.  Carteret Arms filed
for Chapter 11 bankruptcy protection on August 19, 2009 (Bankr. D.
N.J. Case No. 09-31726).  The Company's affiliates also filed
separate Chapter 11 petitions.  Richard D. Trenk, Esq., at Trenk,
DiPasquale, Webster, Della Fera & Sodono, P.C., assists Carteret
Arms in its restructuring efforts.  Carteret Arms listed $232,663
in assets and $14,603,970 in debts.


CERBERUS CAPITAL: Loses Almost 71% of Hedge Fund Assets
-------------------------------------------------------
Investors in hedge funds run by Cerberus Capital Management LP are
leaving the Company, withdrawing more than $5.5 billion or almost
71% of hedge fund assets, due to big in investment losses and
their own need for cash, Peter Lattman and Jenny Strasburg at The
Wall Street Journal reports, citing people familiar with the
matter.

Mr. Feinberg, The Journal says, blamed the withdrawals on "the
liquidity crisis" and the inability of cash-strapped investors to
tie up their money in funds.  The report quoted him as saying,
"Unfortunately a number of our LPs have indicated that they cannot
invest in Cerberus Partners II LP without quarterly liquidity.  In
our view, given the current general illiquidity in the distressed
markets, it would be practically impossible for a distressed
investment fund to provide quarterly liquidity for 100% of its
capital."

According to The Journal, Cerberus Capital chief Stephen Feinberg
and co-founder William Richter said in a letter sent to clients on
Thursday that they have been surprised by the move.

The Journal notes that investments in Chrysler LLC and GMAC LLC,
Mr. Feinberg's two boldest bets, hurt Cerberus Capital.  According
to the report, Mr. Feinberg and other investors contributed about
$14 billion to do the deals, and demand was so great that Cerberus
Capital charged his co-investors rich fees to invest alongside it,
but the investments were effectively wiped out when Chrysler filed
for bankruptcy and GMAC was bailed out with billions of dollars in
government aid.  Cerberus Capital, says the report, was forced to
give up control of GMAC.

The Journal relates that Cerberus Partners, Cerberus Capital's
main hedge fund, lost 24.5% in 2008 and is up about 3% in 2009.
Cerberus Capital, says the report, has faced withdrawal requests
by investors -- who were spooked by the markets and Cerberus
Capital's own losses -- since December 2008.  According to the
report, Cerberus Capital refused to return cash, saying that weak
market conditions would mean low prices if it sold holdings.

The Journal states that investors that chose to stick with
Cerberus Capital expressed confidence in Mr. Feinberg's ability to
make money.

The Journal relates that the investors who withdrew place their
money in a wind-down vehicle that will exit from hard-to-sell
assets over time.  The report states that Cerberus Capital will
charge investors a 0.5% annual management fee for the wind-down
vehicle, a fee that was added in the last week, amounting to
almost $28 million a year at the current asset level.

Cerberus Capital, according to The Journal, said that it still
reserves the right to scrap the liquidation and restructuring
plan.  Cerberus Capital could freeze withdrawals for another year
and hope investors decide to stay put once the redemption gates
open.  An investor doubted that Mr. Feinberg would want to risk
angering investors by doing that, the report says.

                   About Cerberus Capital

Headquartered in New York City, Cerberus Capital Management, L.P.
-- http://www.cerberuscapital.com/-- along with its affiliates,
is a private investment firm.  Through its team of investment and
operations professionals, Cerberus specializes in providing
financial resources and operational expertise to help transform
undervalued companies into industry leaders for long-term success
and value creation.  Cerberus Capital holds controlling or
significant minority interests in companies around the world.

Cerberus Capital also has affiliate and/or advisory offices in
Europe, the Middle East, and Asia.


CHRYSLER LLC: Bankruptcy Blamed for Drop in Shiloh Q3 Sales
-----------------------------------------------------------
Shiloh Industries, Inc., said sales for the third quarter ended
July 31, 2009 decreased $81.1 million, or 65%, from the third
quarter of fiscal 2008.  The Company's sales declined due to the
closure of production operations by Chrysler for 60 days following
its filing for bankruptcy on April 30, 2009, and the plant
shutdowns by General Motors, which lasted as long as 9 weeks at
most General Motors plants.

Headquartered in Valley City, Ohio, Shiloh Industries is a leading
manufacturer of first operation blanks, engineered welded blanks,
complex stampings and modular assemblies for the automotive and
heavy truck industries.  The Company has 15 wholly owned
subsidiaries at locations in Ohio, Georgia, Michigan, Tennessee
and Mexico, and employs approximately 715.

                     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)


CHRYSLER LLC: Creditors Committee Sues Daimler, et al.
------------------------------------------------------
The Official Committee of Unsecured Creditors of Old Carco LLC,
formerly known as Chrysler LLC, commenced an adversary proceeding
against:

  * Daimler AG, formerly known as DaimlerChrysler AG;

  * Daimler North America Corporation, formerly known as
    DaimlerChrysler North America Holding Corporation;

  * Daimler Investments US Corporation, formerly known as
    DaimlerChrysler Holding Corporation;

  * John Does 1 through 50;
  * Ruediger Grube;
  * Bodo Uebber;
  * Thomas W. Sidlick; and
  * Eric Ridenour.

As previously reported, Judge Gonzalez authorized the Creditors
Committee to pursue certain claims on behalf of the Debtors'
bankruptcy estates against the Daimler Parties, as well as against
four former directors of the Debtors.  The Court has also granted
the Creditors Committee's request to file a redacted copy of the
Daimler Complaint, and certain sealed documents relating to the
request to pursue.  The Debtors, therefore, filed a sealed
unredacted reply in support of the Creditors Committee's request
to pursue.

On behalf of the Creditors Committee, Stephen D. Susman, Esq., at
Susman Godfrey L.L.P., in New York, explains that the adversary
proceeding is required to hold Daimler AG accountable for billions
of dollars in assets that it unlawfully extracted from Chrysler.

In 2007, immediately before the sale of a controlling interest in
Chrysler to Cerberus Capital Management LP, Daimler engineered a
restructuring of Chrysler's businesses, Mr. Susman relates.  As
part of the restructuring, he asserts, Daimler stripped away
Chrysler's most valuable assets in exchange for assets that were
worth considerably less, and sometimes for no consideration at
all.

The exchanges enriched Daimler at the expense of the many Chrysler
creditors, who now are unable to look to these assets to satisfy
their claims, Mr. Susman contends.  "The Creditors' Committee
brings this action to recover the value of these assets for the
Chrysler bankruptcy estate," he asserts.

"Before ridding itself of its potential obligations to Chrysler's
creditors, Daimler determined to wrest as much value as possible
from the Chrysler companies.  Daimler knew that portions of the
Chrysler business, particularly the financing operations, had
tremendous value," Mr. Susman alleges.  He says that Daimler could
extract that value, at the expense of Chrysler and its creditors,
in at least two different ways:

  (1) Daimler could assume control over the assets by directly
      transferring ownership to non-Chrysler entities that
      Daimler owned or controlled; or

  (2) Daimler could leave the assets in the group of Chrysler
      companies that was being sold but separate them from
      Chrysler itself.

Any buyer of the Chrysler group, therefore, would pay more to
Daimler because it would take the valuable assets free of
potential claims by Chrysler's creditors, Mr. Susman contends.  He
points out that Daimler used both methods by orchestrating an
extremely complex corporate restructuring primarily during the
spring of 2007, shortly before Daimler sold a controlling interest
in Chrysler to Cerberus.

During this restructuring, valuable assets that had been held by
Chrysler were passed up the corporate chain to Daimler-owned
entities, Mr. Susman asserts.  He notes that other assets were
taken from Chrysler and transferred to a newly created Chrysler
holding company wholly owned by Daimler, which was used as the
vehicle for the sale to Cerberus.  "In both types of transfers,
Chrysler received inadequate value in exchange for the assets
taken away," he points out.

Mr. Susman tells the Court that the most egregious of the
transfers was described in "Step 15" of the 48 step pre-sale
restructuring plan, in which step Chrysler transferred its U.S.
and Canadian financing subsidiaries -- collectively dubbed "FinCo"
and by far Chrysler's most valuable business -- to the new
Chrysler holding company.  In exchange, he contends, Chrysler
received a note from FinCo and ownership of a different, and much
less valuable, Chrysler automotive entity, and FinCo then passed
assets up to Daimler that Daimler valued at approximately $2.5
billion.  He adds that by transferring FinCo to the holding
company, Daimler was able to obtain a substantially better price
from Cerberus than Daimler would have been able to obtain had
FinCo remained subject to claims by Chrysler's creditors.

"This restructuring and sale served Daimler's interests well,
enabling it to extract the best possible terms in its sale of the
Debtor, while eliminating billions of dollars of actual and
contingent pension and other liabilities," Mr. Susman alleges.
But, he points out, the transaction caused Chrysler and its
creditors to suffer grievous harm.

Daimler engineered the unlawful fraudulent transfers for its own
benefit and to the detriment of Chrysler's creditors, Mr. Susman
asserts.  In the current action, the Creditors Committee says, it
seeks to hold Daimler and its subsidiaries responsible in damages
for the injuries caused by the fraudulent transfers.

The Creditors Committee also asserts claims for breach of
fiduciary duty against certain of the Debtor's former directors
and against Daimler directly for authorizing, or, in Daimler's
case, causing the director defendants to authorize, the fraudulent
transfers.

                        About Chrysler 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)


CHRYSLER LLC: Daimler Opposes Panel Retention of Two Firms
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Old CarCo LLC's
bankruptcy cases ask the Court for authority to retain Stutzman
Bromberg Esserman & Plifka PC and Susman Godfrey LLP as its
special counsel in connection with certain litigation proceedings,
nunc pro tunc to August 13, 2009.

In early June 2009, the Creditors' Committee began an
investigation into the existence and viability of potential claims
and causes of action arising out of Daimler's restructuring of the
Debtors and subsequent sale to Cerberus in 2007, including whether
certain transfers that occurred in during that time were
fraudulent and violated Daimler's fiduciary duties.

Based on the Creditors' Committee's investigation, the Committee
confirmed that the estate of Old CarCo LLC possesses claims
against Daimler that are "meritorious" and have enormous potential
value to Old CarCo's estate.

At a Creditors' Committee meeting, it selected Susman Godfrey and
Stutzman Bromberg as its special counsel to prosecute claims and
causes of action on behalf of Old CarCo's estate because of the
firm's extensive experience in representing plaintiffs in a broad
range of complex, high-stakes commercial litigation matters.

The Creditors' Committee further submits that both Susman Godfrey
and Stutzman Bromberg possess superior experience and
qualifications.

The Firms will be retained exclusively for the Daimler Litigation.

The Debtors will pay the Firms on a contingency basis.  The
contingent fee will vary depending on when the matter is resolved:

        * if within 90 days of the filing of a complaint,
          Special Counsel will receive 18.75% of the gross
          recovery under $125 million, 15% of the gross between
          $125 million and $200 million and 11.75% of any gross
          recovery above that;

        * if after 90 days but before 180 days after filing a
          complaint, Special Counsel will receive 21.875% of the
          gross recovery under $125 million, 17.5% of the gross
          recovery between $125 million and $200 million and
          13.125% of any gross recovery above that; and

        * if settled after 180 days after filing a complaint,
          Special Counsel will receive 25% of the gross recovery
          under $125 million, 20% of the gross recovery between
          $125 million and $200 million and 15% of any gross
          recovery above that.

Susman Godfrey and Stutzman Bromberg will split the fee and the
work on a 70/30 basis.  Susman Godfrey and Stutzman Bromberg have
agreed that Stephen D. Susman, Esq., will be lead counsel and will
have the final decision on whom work is assigned to and how it is
allocated between the two firms.

If the Daimler Litigation is settled and the Creditors' Committee
receives value other than in cash, Special Counsel will be
entitled to demand and receive, at their option: (i) payment in
cash, under the Contingent Fee payment scheme, of Special
Counsel's applicable contingent percentage of (a) the present
value of any noncash consideration plus (b) any cash received upon
settlement; or (ii) an undivided interest in any property received
by the Creditors' Committee, equal to Special Counsel's applicable
contingent percentage of the Contingent Fee payment scheme, plus
payment of Special Counsel's applicable contingent percentage of
any cash received as a result of settlement.

Prior to the effective date of a plan, Special Counsel will submit
their monthly out-of-pocket costs, disbursements, and litigation
expenses to the Debtors for payment.

If Special Counsel determines that the services of one or more
experts or other non-legal professionals are necessary for the
prosecution of the Claims prior to the Effective Date, the
Creditors' Committee agree to retain the professionals pursuant to
Sections 328 and 1103 of the Bankruptcy Code.  For their services
and expenses incurred prior to the Effective Date, the
professionals will be compensated pursuant to the terms of an
interim compensation Order and any other applicable bankruptcy
court orders.

For all Expenses incurred after the Effective Date, Special
Counsel will invoice the Litigation Trust on a monthly basis, and
all invoices will be due and payable within 30 days after receipt.
To the extent that Special Counsel's pre-Effective Date Expenses
have not been paid in full by the Effective Date, the Litigation
Trust will promptly pay any remaining pre-Effective Date Expenses,
plus interest at the rate of 1.5% per month on all unpaid amounts.
In addition, the Litigation Trust will be responsible for payment
of all fees and expenses incurred after the Effective Date by any
expert witnesses or other non-legal professionals, and for all
charges incurred after the Effective Date by any other outside
service providers.  For any outside service provider that the
Special Counsel retain after the Effective Date on the Litigation
Trust's behalf, the Litigation Trust will enter into a contract
with the service provider that will clearly state that Special
Counsel are not responsible for any of their charges and that the
Litigation Trust will pay the charges directly to the provider as
billed.

Jacob Buchdal, Esq., a partner at Susman Godfrey, and Sander L.
Esserman, Esq., a shareholder in Stutzman Bromberg, assure the
Court that their firms are "disinterested persons" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                        Daimler Objects

Daimler AG and its affiliates ask the Court to deny the
Committee's application.

Alan S. Goudiss, Esq., at Shearman & Sterling LLP, in New York,
contends that the Application fails to identify the source of any
funds to pay litigation expenses.  He notes that the fees will not
be insubstantial and could reach more than $7.5 million.

"This lack of a source of funds to pay expenses is all the more
problematic in view of the prospect that the Committee may not
even be able to pursue the lawsuit to completion," Mr. Goudiss
says.

In addition, Mr. Goudiss tells the Court that the retention
agreement executed by the Committee and Susman Godfrey and
Stutzman Bromberg allows the two firms to withdraw from the
representation if litigation expenses are not paid when due, which
is a highly likely occurrence given that there are currently no
funds available to pay them and that the expenses are to be billed
monthly.  In addition, he points out that pursuant to the
retention agreement, if the two firms withdraw, they have an
option to receive either the full value of time and expenses as
measured by applicable rates or the immediate right to
compensation from any recovery the Committee may receive in the
future amounting to Susman Godfrey's and Stutzman Bromberg's
contingent fees and out-of-pocket expenses.  Mr. Goudiss argues
that the Provision applies broadly to all money or other things of
value recovered by the bankruptcy estate of the Debtors or the
Litigation Trust.

                        About Chrysler 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)


CHRYSLER LLC: Gets Extension for Time to Decide on Select Leases
----------------------------------------------------------------
Section 365(d)(4)(A) of the Bankruptcy Code provides that a
debtor-in-possession has 120 days after the date of the order for
relief within which to assume or reject nonresidential leases of
real property.  If the debtor-in-possession fails to assume a
nonresidential lease of real property within the 120-day period,
the lease is deemed rejected and the debtor-in-possession must
immediately surrender possession of the leased premises.

However, Section 365(d)(4)(B), provides that, the court, for cause
shown, may grant a 90-day extension of the 120-day period.

Against this backdrop, Chrysler LLC and its affiliated debtors
sought and obtained a bankruptcy court ruling, giving them
additional time to decide on whether to assume or reject 13
nonresidential real property leases.

The leases primarily relate to certain warehouses, administrative
offices and dealer training locations that currently are being
used by Chrysler Group LLC, the new company formed under the deal
between Chrysler LLC and Italy-based automaker, Fiat S.p.A.  As of
August 13, 2009, the leases remain in effect and have not expired
or terminated.

The leases may constitute an "unexpired lease" subject to
assumption or rejection under the bankruptcy laws, according to
the Debtors' attorney, Corinne Ball, Esq., at Jones Day, in New
York.

The deadline for the assumption or rejection of the Debtors'
leases with these parties was extended to these dates:

                                                       Requested
  Nondebtor Party             Address                  Extension
  ---------------        -----------------             ---------
TCE Lathrop LLC        18260 Harlan Road              09/08/09
                      Lathrop, California

MHB LLC                4175 East Raines Road          09/08/09
                      Memphis, Tennessee

Chry-Detroit LLC       23400 Bell Road                09/08/09
                      New Boston, Michigan

Opdyke-Walton          Building B, 2367 Walton Blvd.  09/08/09
Development Co. LLC    National Training Center
                      Auburn Hills, Michigan

Orange Point LLC       2828 East Kemper Road          09/08/09
                      Building B
                      Cincinnati, Ohio

Bedrosian Denver/      14155 East 42nd Avenue         09/08/09
Cushman & Wakefield    Building B
of Colorado Inc.       Denver, Colorado

Bartlett Logistics     8370 Wolf Lake Boulevard       09/08/09
One LLC                Training Center
                      Bartlett, Tennessee

HRPT Lenexa            10105 Marshall Drive           09/08/09
Properties Trust       Lenexa, KS 66215

Merritt HK, LLC        8955 Henkels Lane              09/08/09
                      Annapolis Junction, MD

NNN Britannia          5720 Stoneridge Drive          09/08/09
Business Center II     Pleasonton, CA

K-F Land Company       3851 Hamlin Road               08/31/09
LLC IV                 Rochester Hills, Michigan

Shanghai APBC Business 16/F Gemdale Plaza Tower A     10/14/09
Consulting Co. Ltd     Unit # 16-02W
                      91 Jian Guo Road
                      Beijing 100022, China

The Crown Group Inc.   6490 & 6334 Lynch Road         11/26/09
                      Detroit, Michigan

All other nonresidential real property leases of the Debtors,
which have not been previously rejected by a court order or are
the subject of a pending rejection motion, and have not been
assumed by the Debtors and assigned to Chrysler Group LLC are
deemed rejected as of August 28, 2009.

Any party asserting claims stemming from the rejection of the
leases or asserting claims otherwise related to those leases
including secured and administrative claims, must file a proof of
claim on the later of September 28, 2009, or the date that is 30
days after August 27, 2009.

                        About Chrysler 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)


CHRYSLER LLC: Motors Unit's Schedules of Assets and Liabilities
---------------------------------------------------------------
A.  Real Property
      Lands and buildings                          $149,897,489

B.  Personal Property
        Liberty Mutual                                1,757,900
B.13  Stock and Interests                               Unknown
B.16  Accounts Receivable
        Accounts Receivable - Vehicles              261,388,377
        Accounts Rec. - Service Parts/Contracts     119,443,932
        Accounts Receivable - Non-Dealer          40,345,115.00
        Accounts Receivable - Other                4,098,839.00
        Interco Receivable Balance                9,479,604,613
        Others                                      246,102,941
B.21  Other Contingent and Unliquidated Claims          Unknown
B.28  Office Equipment, furnishings & supplies
        Staff Office -- furnitures & fixtures         8,266,244
        Staff Office -- construction in process       5,674,941
        Warren Parts Depo                             1,607,852
        Center Line National Parts Depo               1,092,582
        Marysville National Parts Depo                  892,169
        Parts Supply Division - furnitures              756,217
        AMC Milwaukee Parts - furnitures                699,824
        Others                                        7,842,775
B.29  Equipment and Supplies for Business
        Equipment on operating lease                213,209,901
        Others                                       35,839,077
B.30  Inventory
        Service                                     633,658,007
        New vehicles                                397,057,036
        Company cars                                193,627,230
        Finished goods and parts                        548,187
B.35  Other Personal Property
        Prepaids - service contracts                 28,078,190
        Remanufactured core deposits                 11,161,391
        Prepaid discount on sale of cars              7,697,497
        Prepaid property taxes                        7,196,100
        Others                                       11,137,120

     TOTAL SCHEDULED ASSETS                     $11,868,681,555
     ==========================================================

C.  Property Claimed                                       None

D.  Creditors Holding Secured Claims
      First Lien Credit Agreement                 6,916,458,541
      TARP Loan                                   4,285,371,805
      Second Lien Credit Agreement                2,110,926,198

E.  Creditors Holding Unsecured Priority Claims         Unknown

F.  Creditors Holding Unsecured Nonpriority Claims
      Loan Agreement - Export Development Canada    673,307,785
      Intercompany payable - Chrysler de Mexico     336,712,832
      Intercompany payable - Chrysler Canada        283,902,834
      Others                                         30,272,193

     TOTAL SCHEDULED LIABILITIES                $14,636,952,190
     ==========================================================


CHRYSLER LLC: Motors Unit's Statement of Financial Affairs
----------------------------------------------------------
Old Carco Motors LLC, formerly known as Chrysler Motors LLC,
discloses that within two years immediately preceding the
commencement of their Chapter 11 cases, it generated income from
business operations.

          Year                        Amount
          ----                        ------
          2009 to date        $7,434,365,109
          2008               $31,707,389,813
          2007               $42,367,165,986

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

          Year                        Amount
          ----                        ------
          2009 to date           ($8,547,726)
          2008                   $86,563,402
          2007                   $39,265,529

Within a year prior to the Petition Date, Old Carco Motors gave
gifts and charitable contributions to its employees, which gifts
include watches, cookware sets, players and cameras.

Mr. Kolka also reveals that within 90 days preceding the
commencement of its bankruptcy case, Daimler AG made a set-off for
$68,011,780 against a debt or deposit of the Debtor.


CHRYSLER LLC: Old CarCo Plan Filing Deadline Moved to Sept. 11
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued a bridge order extending the deadline for Old CarCo LLC and
its debtor affiliates to file their Chapter 11 plan to
September 11, 2009.

The Court gave the Official Committee of Unsecured Creditors until
September 8, 2009, to file a response to the proposed extension
requested by the Debtors.

The hearing on the Debtors' request has been adjourned to
September 10, 2009.

                        About Chrysler 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)


CHRYSLER LLC: Old CarCo Seeks to Sell 2,951 Company Cars
--------------------------------------------------------
Old Carco LLC, formerly known as Chrysler LLC, and its affiliated
Debtors seek the Court's authority to sell 2,951 company cars to
Chrysler Group LLC free and clear of all liens, claims and
encumbrances, pursuant to Sections 105 and 363 of the Bankruptcy
Code.

Old Chrysler has also executed a short-form letter agreement with
New Chrysler, dated August 7, 2009, evidencing the parties'
agreement to the basic economic terms of sale.

A copy of the Letter Agreement can be obtained for free at:

  http://bankrupt.com/misc/Chrysler_LetterAgreement_082109.pdf

As of the closing of the Fiat S.p.A. sale transaction, Old
Chrysler owned and maintained approximately 7,600 Chrysler, Dodge
and Jeep-branded vehicles to be used for various company purposes.
Certain of the Company Cars were provided to employees of Old
Chrysler, now employees of New Chrysler, pursuant to a special
employee car program, pursuant to which participating Chrysler
employees received a new Chrysler, Jeep or Dodge vehicle on terms
and conditions similar to a traditional lease program, including
(i) the employee's possession of the vehicle was limited to a
fixed period of time between 12 and 24 months in most cases, and
(ii) the employee was required to make a fixed monthly payment for
use of the vehicle usually through payroll deduction.

As of the Closing, Old Chrysler owned approximately 3,600 Revenue
Cars.  Pursuant to the Employee Car Program, the Revenue Cars are
to be returned to Old Chrysler on a rolling basis, with the last
Revenue Car scheduled to be returned on November 1, 2011.

Certain of the other Company Cars were provided to various parties
without any expectation of payment and generated no revenue for
Old Chrysler.  The approximately 4,000 Non-Revenue Cars were
comprised of, among other things product evaluation vehicles for
current executives, business vehicles for other non-executive
employees, including sales representatives and other field
representatives, certain test vehicles for internal performance,
safety and reliability testing, promotional vehicles provided to
movie studios, community organizations and other charitable
organizations, marketing vehicles for rodeos and auto shows, and
fleet demonstration vehicles for prospective fleet buyers.

Pursuant to the Master Transaction Agreement and the other
agreements related to the Fiat Transaction, the Company Cars were
expressly designated as excluded assets, and thus, were not among
the assets sold to New Chrysler.  Notwithstanding the retention of
ownership of the Company Cars by Old Chrysler, the parties reached
an agreement with respect to the Company Cars to ensure a smooth
and orderly transition following the completion of the Fiat
Transaction, relates Corinne Ball, Esq., at Jones Day, in New
York.

Specifically, Ms. Ball notes, New Chrysler was provided with
continued possession and use of all Non-Revenue Cars through
August 9, 2009, which is a period of 60 days following the
consummation of the Fiat Transaction, and the employees of New
Chrysler were allowed to retain possession and use of the Revenue
Cars until the agreed-upon date of return, pursuant to the
Employee Car Program.  In addition, New Chrysler agreed to assist
in the orderly wind-down of all Company Car programs, at the
conclusion of which New Chrysler would auction all Company Cars
for the benefit of Old Chrysler.

Rather than liquidating all of the Company Cars on a piecemeal
basis through auctions for the benefit of Old Chrysler, New
Chrysler expressed an interest in purchasing and retaining 2,951
of the Company Cars for its continued use in connection with its
ongoing business operations and for the continued use of its
employees, Ms. Ball tells Judge Gonzalez.  She says that the
Debtors engaged in negotiations with New Chrysler regarding the
sale of the Purchased Vehicles, resulting in the execution of the
Letter Agreement.

Pursuant to the Letter Agreement, Old Chrysler has agreed to sell
the Purchased Vehicles to New Chrysler for $17,500 per Company
Car, or a total cash consideration of $51,642,500.  The Letter
Agreement contemplates that the purchase price will be paid by New
Chrysler in cash in two separate payments of $25,821,250, one on
September 10, 2009, and the other on October 9, 2009.  All of the
Purchased Vehicles are Non-Revenue Cars.

In addition to the basic economic provisions set forth in the
Letter Agreement, the sale of the Purchased Vehicles to New
Chrysler will be:

  (a) free of any express or implied warranty, including implied
      warranty of merchantability or fitness for a particular
      purpose, regarding the value, use or condition of the
      Purchased Vehicles, which are being conveyed on an "As
      Is," "Where Is" basis; and

  (b) free and clear of any and all interests, claims or
      encumbrances of any kind or nature.

The Letter Agreement is a short-form agreement and includes only
the price to be paid, the timing of the payments and listing of
the vehicle identification numbers for each of the Purchased
Vehicles, Ms. Ball relates.  Therefore, she says, the Letter
Agreement does not contain any provisions, which may be considered
extraordinary provisions under the Guidelines for the Conduct of
Asset Sales.  However, she notes, the Letter Agreement does not
contemplate an auction, and the Debtors have not actively
solicited, and do not intend to actively solicit, a higher and
better offer for the Purchased Vehicles.

Given the active market for used cars similar to the Purchased
Vehicles, the market price for each Purchased Vehicle is readily
ascertainable, and the Debtors have determined that the price
offered by New Chrysler for all of the Purchased Vehicles
represents a reasonable price and otherwise is consistent with the
parties' obligations under the Transition Services Agreement
between Old Chrysler and New Chrysler, dated June 10, 2009.

                        About Chrysler 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)


CHRYSLER LLC: Proposes Manheim Deal on Set Offs
-----------------------------------------------
Old CarCo LLC and its affiliates seek the Court's authority to
enter into a stipulation and agreed order modifying automatic stay
to perform certain set-offs of amounts due and owing relating to
certain mutual prepetition debts between Debtor Old Carco Motors
LLC, formerly known as Chrysler Motors LLC, and Manheim Auctions,
Inc., pursuant to Sections 362 and 553 of the Bankruptcy Code.

Chrysler Motors and Manheim are parties to an Auction Service
Agreement, dated August 6, 2007, pursuant to which Manheim agreed
to, among other things, provide Chrysler Motors with certain
storage, repair and vehicle detailing services in connection with
the marketing and sale at auction of certain used vehicles owned
by Chrysler Motors or certain of its affiliates.  Upon the sale of
a Vehicle at auction, Manheim agreed to pay to Chrysler Motors the
"Net Price" obtained for the Vehicle.

Prior to the Petition Date, Manheim performed certain services
relating to the sale of Vehicles sold or marketed for sale at
auction.  As reflected in the Stipulation, Chrysler Motors and
Manheim have agreed that, as of the Petition Date:

  (a) Manheim held $9,833,485 in proceeds realized through the
      sale of Vehicles at auction pursuant to the Auction
      Agreement; and

  (b) Chrysler Motors owed Manheim $2,572,822 for fees and
      charges payable to Manheim under the Auction Agreement.

The difference between the Prepetition Manheim Obligations and the
Prepetition Motors Obligations is $7,260,662, which was remitted
to Chrysler Motors by Manheim on August 18, 2009, relates Corinne
Ball, Esq., at Jones Day, in New York.  Pursuant to the
Stipulation, the Debtors have agreed that Manheim may set off the
remaining portion of the Prepetition Manheim Obligations against
the Prepetition Motors Obligations.

Ms. Ball contends that Section 553 of the Bankruptcy Code provides
that a right to set-off debts between a debtor and a third party
under state law is preserved under the Bankruptcy Code.  She
asserts that the Prepetition Manheim Obligations and the
Prepetition Motors Obligations represent actual, mutual
prepetition debts between Manheim and Chrysler Motors arising
under the Auction Agreement.

                        About Chrysler 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)


CIGNA: AM Best Assigns 'bb+' Rating to Preferred Stock
------------------------------------------------------
A.M. Best Co. has assigned indicative debt ratings of "bbb" to
senior unsecured debt, "bbb-" to subordinated debt and "bb+" to
preferred stock, which may be issued under CIGNA Corporation's
recently filed shelf registration statement.  This shelf
registration statement replaces CIGNA's previous shelf
registration statement, which expired on August 16, 2009.  The
debt ratings on the expired shelf registration have been
withdrawn.  CIGNA's financial strength, issuer credit and
remaining debt ratings are unchanged, and the assigned outlook on
the new debt ratings is negative.

The proceeds from the offerings may be added to CIGNA's general
funds and used for general corporate purposes unless specified in
subsequent debt issuances.

CIGNA's ratings reflect its strong operating performance in its
core healthcare segment and good financial flexibility.  Although
CIGNA's financial leverage had increased to 40% in 2008, the ratio
has declined to 36% as of June 30, 2009.  Additionally, A.M. Best
expects the leverage to continue to decline to a level below 35%
by year-end 2009.  CIGNA's debt service coverage remains at an
adequate level of 12 times earnings before interest and taxes
(EBIT).

Offsetting factors include declining membership and a decline in
risk-based capitalization. Earnings from investments may be
challenged due to the low interest rate environment, and real
estate funds have declined in market value due to deterioration in
economic conditions.

CIGNA Corporation, headquartered in Philadelphia, PA, provides
employee benefits, including health care products and services,
and group disability, life and accident insurance throughout the
United States.  It also provides life, accident, health and
expatriate employee benefits insurance coverage in selected
international markets, primarily in Asia and Europe.  For the
first six months of 2009, the company reported consolidated GAAP
revenues of approximately $9.3 billion.  As of June 30, 2009,
shareholders' equity was approximately $4.5 billion, and total
enrollment was 11.2 million medical members (excluding Part D
membership and standalone dental, behavioral care, and pharmacy
members).

As reported in the Troubled Company Prospector on August 19, 2009,
Moody's has assigned provisional ratings (senior debt at (P)Baa2)
to CIGNA Corporation's new shelf registration.  This new shelf
registration replaces CIGNA's previously filed shelf registration
of August 17, 2006.  The shelf will be used for general corporate
purposes, including debt refinancing.  The outlook on all the
shelf ratings is negative, aligned with the negative outlook on
CIGNA.


CIRCUIT CITY: Disclosure Statement Hearing on September 22
----------------------------------------------------------
The Bankruptcy Court will convene a hearing on September 22 to
consider the adequacy of the information in the disclosure
statement in explaining the proposed plan of liquidation Inc. of
Circuit City Stores Inc.

The deadline to object to approval of the Disclosure Statement is
September 18, 2009.

Circuit City Stores, Inc., and its affiliated debtors delivered
their Joint Plan of Liquidation and accompanying Disclosure
Statement to the U.S. Bankruptcy Court for the Eastern District
of Virginia on August 24, 2009.  The Official Committee of
Creditors holding general unsecured claims is a co-proponent to
the August 24 Plan.

The Plan provides for the orderly liquidation of the remaining
assets of the Debtors and the distribution of the proceeds of the
liquidation of the Debtors' assets according to the priorities
set forth under the Bankruptcy Code.

Under the Debtors' Joint Plan of Liquidation, all claims against
the Debtors, other than Administrative Claims and Priority Tax
Claims, are classified into eight classes:

                                               Estimated
                                    Estimated  Aggregate Amount
  Class  Description                Recovery   of Allowed Claims
  -----  -----------                ---------  -----------------
1    Miscellaneous Secured Claims   100%      $5 mil.-$20 mil.
2    Non-Tax Priority Claims        100%      $35 mil.-$95 mil.
3    Convenience Claims              10%      unknown
4    General Unsecured Claims      0%-13.5%   $1.8 bil.-$2 bil.
5    Intercompany Claims              0%      $0
6    Subordinated 510(c) Claims       0%      $0
7    Subordinated 510(b) Claims       0%      $0
8    Interests                        0%      -

The Liquidating Trust will be established and will become
effective on the Plan Effective Date.  All Distributions to the
Holders of Allowed Claims will be from the Liquidating Trust.

A full-text copy of Circuit City's Plan of Liquidation may be
accessed for free at http://bankrupt.com/misc/CC_CircuitCPlan.pdf

Copies of Circuit City's Disclosure Statement may be accessed for
free at:

  Plain text version - http://bankrupt.com/misc/CC_CircuitCDS.pdf
  PDF version - http://researcharchives.com/t/s?4380

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.


CITIGROUP INC: Citi Funding to Issue 1.5% CPI-Linked Notes
----------------------------------------------------------
Citigroup Inc. has filed with the Securities and Exchange
Commission a pricing supplement and a free writing prospectus in
connection with Citigroup Funding Inc.'s issuance of 1.5% Fixed
Coupon Principal Protected Notes Linked to the Consumer Price
Index Due August 28, 2014, at $1,000 per Note.

The notes will pay a fixed coupon at a rate of 1.5% per annum,
payable on the 28th of each month (or if such day is not a
business day, on the next business day), commencing September 28,
2009.  The notes have a maturity of five years and will mature on
August 28, 2014.  In addition to the final coupon payment, the
noteholder will receive at maturity for each note held an amount
in cash equal to $1,000 plus an index return amount, which may be
positive or zero.

The index return amount payable on the maturity date will be based
on the percentage change in the index level of the non-seasonally
adjusted U.S. City Average All Items Consumer Price Index for All
Urban Consumers from the starting index level of the CPI to the
ending index level of the CPI.

Citigroup will not apply to list the notes on any exchange.

The notes represent obligations of Citigroup Funding Inc. only.
The notes have not been passed on by the U.S. Bureau of Labor
Statistics.  The notes are not sponsored, endorsed, sold or
promoted by the U.S. Bureau of Labor Statistics and the U.S.
Bureau of Labor Statistics makes no warranties and bears no
liability with respect to the notes.

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the notes or
determined that this pricing supplement and accompanying
prospectus supplement and prospectus is truthful or complete.  Any
representation to the contrary is a criminal offense.

The notes are not deposits or savings accounts but are unsecured
debt obligations of Citigroup Funding Inc.  The notes are not
insured by the Federal Deposit Insurance Corporation or by any
other governmental agency or instrumentality, and are not
guaranteed by the FDIC under the Temporary Liquidity Guarantee
Program.

The total Public Offering Price is $4,615,000.  The total
Underwriting Discount is $149,987.50.  The total Proceeds to
Citigroup Funding is $4,465,012.50.

Citigroup Global Markets Inc., an affiliate of Citigroup Funding
and the underwriter of the sale of the notes, will receive an
underwriting fee of $32.500 for each $1,000.000 note sold in this
offering.  Certain dealers, including Citi International Financial
Services, Citigroup Global Markets Singapore Pte. Ltd., and
Citigroup Global Markets Asia Limited, broker-dealers affiliated
with Citigroup Global Markets, will receive from Citigroup Global
Markets $30.000 from the underwriting fee for each note they sell.
Citigroup Global Markets will pay the Financial Advisors employed
by Citigroup Global Markets and Morgan Stanley Smith Barney LLC,
an affiliate of Citigroup Global Markets, a fixed sales commission
of $30.000 for each note they sell.  Additionally, it is possible
that Citigroup Global Markets and its affiliates may profit from
expected hedging activity related to this offering, even if the
value of the notes declines.

A full-text copy of the pricing supplement is available at no
charge at http://ResearchArchives.com/t/s?4362

A full-text copy of the free writing prospectus is available at no
charge at http://ResearchArchives.com/t/s?4363

                       About Citigroup Inc.

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

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

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


CITIGROUP INC: Citi Funding to Issue 2% Gold-Linked Notes
---------------------------------------------------------
Citigroup Inc. has filed with the Securities and Exchange
Commission a pricing supplement and free writing prospectus in
connection with Citigroup Funding Inc.'s issuance of 2% Minimum
Coupon Principal Protected Notes Based Upon the Price of Gold Due
2014, at $10 per Note.

The notes have a maturity of five years and will mature on
_______, 2014.  The noteholder will receive at maturity for each
note held an amount in cash equal to $10 plus the last coupon
amount.

The notes will pay a coupon per coupon period at a variable rate
which will not be less than 2% per coupon period and will depend
upon the price of gold during each coupon period.

The coupon amount payable on each coupon payment date will depend
upon the closing price of gold on each business day during the
related coupon period, will be based on the percentage change in
the closing price of gold during such coupon period and will not
be less than $0.20 (2% of $10 principal amount per note) per note
nor be greater than approximately $2.30 to $2.80 (23% to 28% of
$10 principal amount per note) per note (to be determined on the
pricing date).  Thus, for each $10 principal amount note held, the
noteholder will receive on each coupon payment date either:

     -- an amount equal to the product of (a) $10 and (b) the
        percentage change in the closing price of gold from the
        first business day of the related coupon period through
        the last business day of the coupon period, if (i) the
        closing price of gold on every business day during the
        coupon period is less than or equal to approximately 123%
        to 128% (to be determined on the pricing date) of the
        closing price of gold on the first business day of the
        coupon period and (ii) the gold percentage change is
        greater than 2%; or

     -- an amount equal to $0.20 (2% of $10 principal amount per
        note), in all other cases.

     -- Application will be made to list the notes on NYSE Arca
        under the symbol "MMF".

A full-text copy of the pricing supplement is available at no
charge at http://ResearchArchives.com/t/s?4367

A full-text copy of the free writing prospectus is available at no
charge at http://ResearchArchives.com/t/s?4368

                       About Citigroup Inc.

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

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

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


CITIGROUP INC: Citi Funding to Issue 2010 AmEx-Linked ELKS
----------------------------------------------------------
Citigroup Inc. has filed with the Securities and Exchange
Commission a free writing prospectus in connection with Citigroup
Funding Inc.'s issuance of Equity LinKed Securities __% Per Annum
Based Upon the Common Stock of American Express Company Due 2010,
at $10.00 per ELKS.

ELKS(R) are equity-linked investments that offer current income as
well as limited protection against the decline in the price of the
common stock on which the ELKS are based.  The ELKS Based Upon the
Common Stock of American Express Company have a maturity of 13
months and are issued by Citigroup Funding.

The ELKS pay a fixed coupon, with a yield greater than both the
current dividend yield of the Underlying Equity and the yield that
would be payable on a conventional debt security of the same
maturity issued by Citigroup Funding.  The ELKS will pay a semi-
annual coupon equal to approximately 11% to 14% per annum (to be
determined on the Pricing Date).  While the ELKS provide limited
protection against the decline in the price of the Underlying
Equity, the ELKS are not principal protected.

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

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

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

A full-text copy of the free writing prospectus is available at no
charge at http://ResearchArchives.com/t/s?4364

                       About Citigroup Inc.

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

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

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


CITIGROUP INC: To Issue $6.1MM in Brazilian Real-Linked Notes
-------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
pricing supplement and free writing prospectus in connection with
Citigroup Funding Inc.'s issuance of 606,500 Principal Protected
Notes Based Upon the Brazilian Real Due February 27, 2012, at $10
per Note.

Citigroup Funding will not make any payments on the notes prior to
maturity.  The notes are based upon the value of the Brazilian
real relative to the U.S. dollar, as measured by the BRL/USD
exchange rate.  The notes will mature on February 27, 2012.

The currency return amount will be based on the percentage change
in the BRL/USD exchange rate during the term of the notes.

The Company will not apply to list the notes on any exchange.

The notes are not deposits or savings accounts but are unsecured
debt obligations of Citigroup Funding.  The notes are not insured
by the Federal Deposit Insurance Corporation or by any other
governmental agency or instrumentality, and are not guaranteed by
the FDIC under the Temporary Liquidity Guarantee Program.

The total Public Offering Price is $6,065,000.00.  The total
Underwriting Discount total $136,462.50.  The total Proceeds to
Citigroup Funding is $5,928,537.50.

Citigroup Global Markets Inc., an affiliate of Citigroup Funding
and the underwriter of the sale of the notes, will receive an
underwriting fee of $0.225 for each $10.000 note sold in this
offering.  Certain dealers, including Citi International Financial
Services, Citigroup Global Markets Singapore Pte. Ltd., and
Citigroup Global Markets Asia Limited, broker-dealers affiliated
with Citigroup Global Markets, will receive from Citigroup Global
Markets $0.200 from this underwriting fee for each note they sell.
Citigroup Global Markets will pay the Financial Advisors employed
by Citigroup Global Markets and Morgan Stanley Smith Barney LLC,
an affiliate of Citigroup Global Markets, a fixed sales commission
of $0.200 for each note they sell.  Additionally, it is possible
that Citigroup Global Markets and its affiliates may profit from
expected hedging activity related to this offering, even if the
value of the notes declines.

A full-text copy of the pricing supplement is available at no
charge at http://ResearchArchives.com/t/s?4366

A full-text copy of the free writing prospectus is available at no
charge at http://ResearchArchives.com/t/s?4365

                       About Citigroup Inc.

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

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

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


CLAIRE'S STORES: Bank Debt Trades at 35.5% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 64.50 cents-
on-the-dollar during the week ended Friday, Aug. 28, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.84
percentage points from the previous week, The Journal relates.
The loan matures on May 29, 2014.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa2 rating while it carries Standard & Poor's B-
rating.  The debt is one of the biggest gainers and losers among
widely quoted syndicated loans in secondary trading in the week
ended Aug. 28, among the 140 loans with five or more bids.

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

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

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


CLEARWIRE CORP: Bank Debt Trades at 9% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clearwire
Corporation is a borrower traded in the secondary market at 91.25
cents-on-the-dollar during the week ended Friday, Aug. 28, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.75
percentage points from the previous week, The Journal relates.
The loan matures on July 2, 2014.  The Company pays 500 basis
points above LIBOR to borrow under the facility.  The bank debt is
not rated by Moody's and Standard & Poor's.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Aug. 28, among the
140 loans with five or more bids.

Headquartered in Kirkland, Washington, Clearwire Corporation
(NASDAQ:CLWR) -- http://www.clearwire.com-- offers a suite of
advanced high-speed Internet services to consumers and businesses.
The company is building the first, nationwide 4G mobile Internet
wireless network, bringing together an unprecedented combination
of speed and mobility.  Clearwire's open all-IP network, combined
with significant spectrum holdings, provides unmatched network
capacity to deliver next-generation broadband access.  Strategic
investors include Intel Capital, Comcast, Sprint, Google, Time
Warner Cable, and Bright House Networks.  Clearwire currently
provides mobile WiMAX-based service, to be branded Clear(TM), in
two markets and provides pre-WiMAX communications services in 50
markets across the U.S. and Europe.

As reported by the Troubled Company Reporter on Jan. 26, 2009,
Standard & Poor's Rating Services said it assigned its 'B-'
corporate credit rating to Kirkland, Washington-based wireless
carrier Clearwire Corp.  The outlook is stable.

Its units have junk ratings in Moody's Investors Service.  As
reported by the Troubled Company Reporter on Jan. 26, 2009,
Moody's assigned first-time ratings to Clearwire Communications
LLC (corporate family rating of Caa1 and speculative grade
liquidity rating of SGL-2) with a negative outlook.  The ratings
for Clearwire reflect the company's high financial and business
risk given the start-up nature of its operations.  In addition,
while Clearwire will operate as an independent company, Moody's
believe that there will be significant challenges to developing
the business, in part due to the diverse objectives of its
strategic investors.


COMMUNITY BANCORP: To Liquidate Under Chapter 7 After Banks Seized
------------------------------------------------------------------
Community Bank of Nevada, the principal operating subsidiary of
Community Bancorp Inc., was closed on August 14, 2009, by the
State of Nevada Financial Institutions Division, and the Federal
Deposit Insurance Corporation was appointed as receiver of the
bank.

In addition on August 14, Community Bank of Arizona, a subsidiary
of the Company, was closed by the Arizona Department of Financial
Institutions, and the FDIC was appointed as receiver of the bank.

The Company said in an August 28 regulatory filing that it intends
to file a voluntary petition in the U.S. Bankruptcy Court in Las
Vegas in the near future, seeking relief under Chapter 7 of the
Bankruptcy Code.  The Chapter 7 bankruptcy filing is a result of
the regulatory actions on its banking subsidiaries.

As a result of the FDIC being appointed receiver of Community Bank
of Nevada and Community Bank of Arizona on August 14, 2009 and the
planned Chapter 7 bankruptcy filing, the Company has ceased all
business activity and operations since the Banks were the
Company's only source of revenue.  Upon filing of the petition,
the court will appoint a bankruptcy trustee who will be
responsible for liquidating the Company.

The planned Chapter 7 bankruptcy filing will cause an event of
default under the terms of the indentures governing trust
preferred securities issued by the Company's unconsolidated
special purpose business trusts.  Subject to certain notice and
waiting requirements particular to the documentation of each
trust, upon the occurrence of this event of default, the trustee
or holders of not less than 25% in principal of the outstanding
debentures of each trust may declare the entire principal, premium
and any accrued unpaid interest immediately due and payable.

The bankruptcy filing will also constitute an additional event of
default pursuant to an outstanding $4.8 million installment loan.
The Company previously announced that it was in payment default on
such note.

                         NASDAQ Delisting

On August 17, 2009, the Company received a NASDAQ Staff
Determination letter confirming that NASDAQ was concerned about
the Company's ability to sustain compliance with all of the
requirements for continued listing on NASDAQ principally due to
the closure of Community Bank of Nevada and Community Bank of
Arizona.  As a result, NASDAQ Staff had made a determination to
delist the Company's common stock from The Nasdaq Stock Market.
The Company does not intend to appeal the delisting decision.  As
a result, trading will be suspended on August 26, 2009.  A Form
25-NSE will then be filed with the Securities and Exchange
Commission, which will remove the Company's common stock from
listing and registration on The Nasdaq Stock Market.

                   About Community Bancorp

Community Bancorp -- http://www.community-bancorp.com/
--headquartered in Las Vegas, Nevada, was the holding company for
Community Bank of Nevada and Community Bank of Arizona.  In 2002,
Community Bancorp was formed as the holding company of Community
Bank of Nevada, a Las Vegas based bank organized in July 1995 by
local community leaders and experienced bankers with the mission
of providing superior community banking services.

As of September 30, 2008, Community Bancorp had $1.78 billion in
total assets and $1.55 billion in total liabilities.  Community
Bancorp reported a net loss of $2.96 million for the three months
ended September 30, 2008.


CORNELL COMPANIES: Moody's Affirms 'B2' Senior Unsec. Debt Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B2 senior unsecured
debt rating of Cornell Companies, Inc. with a stable outlook.  The
rating affirmation reflects the company's growing revenues,
stronger debt service coverage ratios and adequate liquidity.

The company's revenues have grown to an estimated $410 million on
an annualized basis as of June 30, 2009 from $387 million in 2008
and $361 million in 2007.  Furthermore, the company has additional
new bed capacity to grow revenues over the next several quarters.
Moody's notes the steady growth of facilities through internally
generated cash.  Management has done a good job of reorganizing
Cornell's internal structure and improving operating efficiencies.
Operating margins have improved to 21.7% as of 2Q09 from 21.2% in
2008 and 17.4% in 2007.  Interest coverage ratios have
significantly improved to 3.3x as of 2Q09 from 2.8x in 2008 and
2.3x in 2007.

Cornell has adequate liquidity with limited debt maturities
through 2010.  The next significant debt maturity is the
$100 million secured credit facility due in December 2011.
Cornell has heavily utilized the facility to complete new
development and expansion projects and has only $11 million or 11%
available as of June 30, 2009.  Cornell has limited capital
commitments to new development projects and the company is
expected to redirect cash from operations to meaningfully reduce
the outstanding balance over the next twelve months.

Moody's notes that, there is some uncertainty for private
corrections companies in the short to intermediate term; however,
longer term fundamentals are favorable due to growing prison
populations, overcrowded prisons and the constraints on state
capital expenditures for new public prison construction.  There is
concern, however, that some states severe budgetary constraints
may delay addressing these needs and temporarily reduce the level
of new contracts and/or reduce prison populations.

There is also some uncertainty regarding Cornell's two other
business segments, Adult Community Based programs, representing
22% of operating income and Abraxas Youth & Family Services,
representing 8% of operating income as of June 30, 2009.  It is
likely some treatment and educational programs will be subject to
state and local budget cuts.  On the other hand, the company may
benefit as community based transitional services are increasingly
utilized to serve as an alternative to reduce long-term
incarceration.  Cornell is a leader in its youth and family
services business segment and it will likely weather a decline in
service contracts better than many of its generally smaller
competitors.  Over the longer term, it may position Cornell for
gain market share in youth and family services.  While there is
concern and uncertainty over federal, state and local budget
deficits and service cuts, at this time Moody's does not
anticipate a significant decline in private correction revenues
due to the overriding need for services.

The stable outlook is based on Moody's expectation that Cornell
will maintain, if not continue to grow, revenues to sustain debt
service coverage ratios.  The outlook is further supported by the
company's adequate liquidity to meet its upcoming obligations.

Moody's would consider a positive rating action should Cornell
continue to achieve interest coverage consistently in excess of
2.5x, annual revenues approaching $500 million; secured debt below
25% of assets and persistent credit line availability closer to
50%.  Conversely, sustained declines in coverage below 1.5x or
revenues below $300 million, likely due to loss of contracts,
would place negative pressure on the rating.

This rating was affirmed with a stable outlook:

* Cornell Companies, Inc.: B2 senior unsecured

In its last ratings action with respect to Cornell, Moody's
affirmed a senior unsecured rating of B2 on October 10, 2006.

Cornell Companies, Inc. is based in Houston, Texas, USA, and is a
private provider of corrections, treatment and educational
services outsourced by federal, state and local governmental
agencies.  Cornell provides a diversified portfolio of services
for adults and juveniles through its three operating divisions:
Adult Secure Services; Abraxas Youth and Family Services; and
Adult Community-Based Services.  At June 30, 2009, the company
operated 69 facilities with a total service capacity of 20,822 and
had one vacant facility with a service capacity of 70 beds.  The
facilities are located in 15 states and the District of Columbia.


CORPORACION DURANGO: Fitch Upgrades Issuer Default Rating to 'CCC'
------------------------------------------------------------------
Fitch Ratings has upgraded the foreign and local currency Issuer
Default Ratings of Corporacion Durango S.A.B. de C.V. to 'CCC'
from 'D'.  In conjunction with this rating action, Fitch has rated
the company's notes due in 2016 'CCC/RR4'.  Simultaneously, Fitch
has affirmed and withdrawn the 'CC/RR4' rating of the company's
2017 notes.

                   Debt Restructuring Concluded

Fitch's rating actions follow the announcement by Durango that its
debt restructuring proposal has formally been concluded.  As a
result of this process, holders of US$357 million of the company's
US$508.5 million outstanding 2017 notes have exchanged their notes
for US$250 million of senior notes due 2016.  These investors also
received a one-time payment of US$ 10 million and have received a
6% equity stake in the company.  A company related to Durango's
controlling shareholders, exchanged its ownership of
US$151 million of the 2017 notes for 35% of the company's common
shares.  On a pro forma basis, these two transactions will reduce
Durango's total debt to US$263 million from US$522 million.

                     Leverage Will Remain High

The 'CCC' rating of Durango continues to reflect substantial
credit risk due to high leverage, weak domestic demand for the
company's packaging products and intense competition.  Durango
generated US$21 million of EBITDA during 2008, a sharp decline
from US$95 million in 2007 and US$ 114 million in 2006.  The
decline was primarily driven by higher costs for energy and
recycled fiber, while prices remained relatively stagnant.  As a
result, the margin between Durango's per ton revenues and unit
cost decreased to US$38 per ton during 2008 from US$83 per ton in
2007 and US$93 per ton in 2006.

      Medium and Long-Term Credit Concerns Include Volatile
      Cost Structure, Need to Supply Financing to Customers,
                    and Global Competitiveness

The ratings of Durango reflect its inability to control its cost
structure as of result of volatile energy and recycled fiber
prices.  A catalyst for rising recycled paper prices in Mexico and
the U.S. was strong demand from China.  Until Durango collects
more recycled fiber through its collection networks in the U.S.
and Mexico, it will remain vulnerable to Chinese purchases in
these markets.  The weakness in the U.S. market has increased
exports to Mexico and heightened competition for Durango.  Many of
these competitors have greater financial resources than Durango;
this will present challenges to Durango as it seeks to improve
financing terms with its clients.  The company's tight liquidity
will also limit capital expenditures, thereby diminishing
Durango's ability to improve its global competitiveness.


CORTEX PHARMACEUTICALS: Receives NYSE Amex Staff Determination
--------------------------------------------------------------
Cortex Pharmaceuticals, Inc., reported that it has received a
delisting notification from the NYSE Amex LLC indicating that it
has not accepted the Company's plan to regain compliance with the
Exchange's continued listing standards, as submitted by the
Company in June.  Specifically, the notice indicated that the
Company is not in compliance with Sections 1003(a)(i), 1003(a)(ii)
and 1003(a)(iii) of the NYSE Amex Company Guide regarding
stockholders' equity and losses from continuing operations or net
losses; and Section 1003(a)(iv) of the Company Guide in that its
financial condition has become so impaired that it appears
questionable, in the opinion of the Exchange, as to whether the
company will be able to continue operations or meet its
obligations as they mature.

The Company plans to appeal this determination and request a
hearing before a listing qualifications panel. Such a hearing is
anticipated to be scheduled within 45 days of the hearing request.
During the appeals process, the Company expects that its common
stock will remain listed on the Exchange.

There can be no assurance that the listing qualifications panel
will grant the Company's request for continued listing of its
common stock.  In the event that the Company's common stock is
delisted from the Exchange, the Company believes that its common
stock will be eligible to trade or be quoted on alternative
markets, such as the Over the Counter Bulletin Board or the Pink
OTC Markets, Inc.

Currently patient enrollment is underway in Cortex's clinical
trial of CX1739 in patients with moderate to severe sleep apnea.
This pilot study in patients was undertaken based on research by
Dr. John Greer at the University of Alberta. Chronic sleep apnea
can lead to serious long-term consequences such as cardiovascular
disease, stroke and diabetes.  Also, recent studies with Cortex's
High Impact AMPAKINE molecules in animal studies demonstrated that
CX1837 produced marked increases in the rate and extent of
recovery of motor function following brain damage induced by a
stroke in mice.  In another study, CX929 exhibited a mood
stabilizing effect in mice, suggesting the potential for treating
bipolar disorder.  The Company currently has two compounds in
clinical development: CX1739, which is targeted for sleep apnea
and ADHD, and intravenous CX717 for treatment of drug-induced
respiratory depression.

Cortex is also actively engaged in on-going discussions related to
strategic alternatives, including licensing, partnering and M&A
opportunities.  At some time in the future, Cortex may also seek
to raise additional capital through the sale of debt or equity.
There can be no assurance that any of these aforementioned
discussions will result in a transaction.

                   About Cortex Pharmaceuticals

Cortex Pharmaceuticals, Inc. (NYSE Amex (COR) --
http://www.cortexpharm.com/-- located in Irvine, California, is a
neuroscience company focused on novel drug therapies for treating
psychiatric disorders, neurological diseases and brain-mediated
breathing disorders.


CRYOPORT INC: Board Approves CEO Stambaugh's Employment Agreement
-----------------------------------------------------------------
The Compensation and Governance Committee of the Board of
Directors of CryoPort, Inc., on August 21, 2009, approved an
employment agreement with Larry G. Stambaugh, the Company's
President, Chief Executive Officer and Chairman of the Board of
Directors.  Mr. Stambaugh was elected as Chairman of the Board on
December 10, 2008 and subsequently as President and Chief
Executive Officer on February 20, 2009.

Mr. Stambaugh's employment agreement commenced on August 1, 2009
and will continue in effect until his employment is terminated
under the provisions of the employment agreement.

The employment agreement provides for an annual base salary of
$360,000 which may be increased annually at the discretion of the
Committee.  Mr. Stambaugh also may be eligible to receive a
discretionary annual bonus of up to 60% of his then effective
annualized base salary pursuant to an incentive plan to be
prepared by the Company's Board of Directors with Mr. Stambaugh's
participation.  In addition, in the event that the Company raises
an aggregate of $5,000,000 pursuant to equity or convertible debt
financings during the period from March 30, 2009 to the last day
of the Term, then Mr. Stambaugh shall be entitled to receive a
one-time incentive payment in the amount of $125,000.  Mr.
Stambaugh is eligible to participate in all employee benefits
plans or arrangements which may be offered by the Company during
the Term.  The Company will pay the cost of Mr. Stambaugh's health
insurance coverage in accordance with the Company's plans and
policies during the Term.  Mr. Stambaugh shall also be eligible
for 25 days paid time off a year, and is entitled to receive
fringe benefits ordinarily and customarily provided by the Company
to its senior officers.

In addition to a previously awarded warrant to purchase for
500,000 shares common stock issued to Mr. Stambaugh on
December 10, 2008, on October 1, 2009, or sooner if permitted by
debt restrictions, Mr. Stambaugh will become entitled to receive
an incentive stock option to acquire 670,000 shares of common
stock of the Company at the greater of the per share fair market
value of such common stock or the current price allowable under
convertible debenture agreements entered into by the Company on
September 27, 2007, and May 30, 2008, if the Debentures are still
in force and effect.  The right to exercise the stock option will
vest as to 33?% of the underlying shares of common stock upon
grant, with the remaining underlying shares vesting in equal
installments on the first and second anniversary of the grant
date.

Upon any termination of Mr. Stambaugh's employment for any reason,
including by the Company "for cause", Mr. Stambaugh will receive
his salary through the date of termination and any accrued but
unpaid vacation, and he will retain all of his rights to benefits
earned prior to termination under Company benefit plans in which
he participates.  If the Company terminates Mr. Stambaugh's
employment other than "for cause" or Mr. Stambaugh terminates his
employment due to a "constructive discharge", subject to Mr.
Stambaugh's signing of a general release, Mr. Stambaugh will
receive a severance payment equal to (i) six months' base salary,
if such termination occurs during the first 12 months of his
employment, or (ii) 12 months' base salary if such termination
occurs following the first 12 months of his employment, and, in
either instance, continued health care insurance coverage for one
year.

Mr. Stambaugh has agreed not to solicit any Company employees
during the Term and the one year period following the termination
of his employment.

Prior to entering into the employment agreement, Mr. Stambaugh
worked as a consultant for the Company on a monthly retainer
basis.  The Board of Directors has confirmed that vesting of the
Initial Warrant was originally approved and should have been
reported as vesting as to 1/3 of the 500,000 underlying shares on
the date of grant, and the remaining 2/3 of the 500,000 underlying
shares will vest on the first and second year anniversary of the
grant date in equal proportion.

A full-text copy of the Stambaugh Employment Agreement is
available at no charge at http://ResearchArchives.com/t/s?4372

                     Stambaugh Gives Up CFO Role

Dee Kelly on July 20, 2009, informed the Board of Directors of
CryoPort, Inc., of her intent to resign as the Company's Chief
Financial Officer and Vice President of Finance effective
August 20, 2009.  In connection with Ms. Kelly's resignation, Ms.
Catherine Doll has commenced working for the Company and is
transitioning in to replace Ms. Kelly as the Company's Chief
Financial Officer, to become effective on August 20, 2009,
pursuant to a prior resolution of the Board of Directors dated
July 29, 2009.

Prior to filing its Form 10-Q for the quarter ended June 30, 2009,
Ms. Kelly informed the Board of Directors that she was not going
to sign the Form 10-Q and accompanying certifications required by
the Sarbanes-Oxley Act of 2002 because she felt that she had not
been made privy to all of the Company's activities following
the announcement of her decision to resign.  Consequently, on
August 18, 2009, the Board of Directors removed Ms. Kelly as the
Chief Financial Officer and Vice President of Finance of the
Company effective August 18, 2009, prior to the scheduled
effective date of her resignation, and appointed Mr. Stambaugh,
the Company's existing Chairman of the Board of Directors,
President and Chief Executive Officer, to the office of Chief
Financial Officer to enable the Company to timely file its Form
10-Q and related certifications with the SEC.  Mr. Stambaugh has
informed the Board of Directors of his intention to resign as
Chief Financial Officer effective August 20, 2009, the effective
date of Ms. Doll's appointment to such office.

Mr. Stambaugh, 62, currently serves as the Company's Chairman of
the Board of Directors, and President and Chief Executive Officer.
Mr. Stambaugh is currently a Principal of Apercu Consulting, a
firm that he established in 2006.  From December 1992 to January
2006, Mr. Stambaugh served as Chairman and CEO of Maxim
Pharmaceuticals, a public company developing cancer and infectious
disease drugs which he co-founded.  From December 2007 to February
2008, Mr. Stambaugh reorganized two biotechnology companies owned
by Arrowhead Research Corporation, a public holding company,
Calando Pharmaceuticals and Insert Therapeutics and served as each
of the subsidiaries' CEO.  Mr. Stambaugh has more than 30 years
experience building global businesses and setting strategies and
has an extensive background in life sciences and clean tech
including relationships with and knowledge of Contract Research
Organizations, biotech and pharmaceutical companies Mr. Stambaugh
serves on several boards including EcoDog, Ridge Diagnostics,
Corporate Directors Forum and BioCom.  Mr. Stambaugh earned his
BBA Accounting/Finance from Washburn University in 1969.

                        Going Concern Doubt

The Company has noted it has not generated significant revenues
from operations and has no assurance of any future revenues.  The
Company generated revenues from operations of $35,124, incurred a
net loss of $16,705,151 and used cash of $2,586,470 in its
operating activities during the year ended March 31, 2009.  The
Company generated revenues from operations of $13,703, had net
income of $363,276, which included a gain on the change in fair
value of the derivative liabilities of $3,134,298, and used cash
of $505,960 in its operating activities during the three months
ended June 30, 2009.  In addition, the Company had a working
capital deficit of $15,556,522, and has cash and cash equivalents
of $556,922 at June 30, 2009.  The Company's working capital
deficit at June 30, 2009 included $13,664,537 of derivative
liabilities, the balance of which represented the fair value of
warrants and embedded conversion features related to the Company's
convertible debentures which were reclassified from equity during
the quarter.

Currently management has projected that cash on hand, including
cash borrowed under the convertible debentures issued in the first
and second quarter of fiscal 2010, will be sufficient to allow the
Company to continue its operations only into the third quarter of
fiscal 2010 until more significant funding can be secured.  The
Company said these matters raise substantial doubt about its
ability to continue as a going concern.

Through August 6, 2009, the Company had raised proceeds of
$1,176,500 under the Private Placement Debentures and proceeds of
$711,600 from the exercise of warrants.  As a result of the recent
financings, the Company had an aggregate cash and cash equivalents
and restricted cash balance of roughly $1,089,000 as of August 10,
2009 which will be used to fund the working capital required for
minimal operations including limited inventory build as well as
limited sales efforts to advance the Company's commercialization
of the CryoPort Express(TM) Shippers until additional capital is
obtained.  The Company's management recognizes that the Company
must obtain additional capital for the achievement of sustained
profitable operations.  Management's plans include obtaining
additional capital through equity and debt funding sources;
however, no assurance can be given that additional capital, if
needed, will be available when required or upon terms acceptable
to the Company or that the Company will be successful in its
efforts to negotiate extension of its existing debt.

KMJ Corbin & Company LLP raised substantial doubt about CryoPort,
Inc.'s ability to continue as a going concern after it audited the
Company's financial statements for the year ended March 31, 2009,
and 2008.  The auditor pointed to the Company's recurring losses
and negative cash flows from operations since inception.

                        About Cryoport Inc.

Headquartered in Lake Forest, Calif., CryoPort Inc. (OTCBB: CYRX)
-- http://www.cryoport.com/-- develops proprietary, technology-
driven shipping and storage products for use in the rapidly
growing global biotechnology and biopharmaceutical cold chain.
The products developed by CryoPort are essential components of the
infrastructure required for the testing, research and end user
delivery of temperature-sensitive medicines and biomaterials in an
increasingly complex logistical environment.

As of June 30, 2009, the Company had $1,876,237 in total assets
and $18,474,572 in total liabilities, resulting in stockholders'
deficit of $16,598,335.


CYCLACEL PHARMACEUTICALS: Receives NASDAQ Noncompliance Notice
--------------------------------------------------------------
Cyclacel Pharmaceuticals, Inc., received a letter on August 24,
2009, from the NASDAQ Listing Qualifications Department notifying
the Company that it does not comply with the $10 million minimum
stockholders' equity as required by the continued listing
requirements of The NASDAQ Global Market set forth in NASDAQ
Marketplace Rule 5450(b)(1)(A).

NASDAQ's determination was based on a review of the Company's Form
10-Q for the period ended June 30, 2009.  At that time the
Company's stockholders' equity was reported at approximately
$8.2 million.

As provided in the NASDAQ rules, the Company has the opportunity
to submit to NASDAQ a specific plan to achieve compliance within
15 calendar days from the date the Company received the letter.
The Company intends to submit in a timely manner to the NASDAQ
Staff a plan to regain compliance and continue listing on The
NASDAQ Global Market.  There is no assurance that NASDAQ will
accept the Company's plan to satisfy the stockholders' equity
requirement.

In the event that NASDAQ does not accept the plan, NASDAQ will
provide written notice that the Company's securities will be
subject to delisting from The NASDAQ Global Market.  In that
event, the Company may either apply for listing on The NASDAQ
Capital Market, provided it meets the continued listing
requirements of that market, or appeal the decision to a NASDAQ
Listing Qualifications Panel.  In the event of an appeal, the
Company's securities would remain listed on The NASDAQ Global
Market pending a decision by the Panel following the hearing.

                  About Cyclacel Pharmaceuticals

Cyclacel Pharmaceuticals Inc. -- http://www.cyclacel.com/-- is a
diversified biopharmaceutical company dedicated to the discovery,
development and commercialization of novel, mechanism-targeted
drugs to treat human cancers and other serious disorders.
Cyclacel's strategy is to build a diversified biopharmaceutical
business focused in hematology and oncology based on a portfolio
of commercial products and a development pipeline of novel drug
candidates.


DANA HOLDING: Bank Debt Trades at 24% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Dana Holding
Corporation is a borrower traded in the secondary market at 76.19
cents-on-the-dollar during the week ended Friday, Aug. 28, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.26
percentage points from the previous week, The Journal relates.
The loan matures on Jan. 31, 2015.  The Company pays 375 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa1 rating and Standard & Poor's B rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 28,
among the 140 loans with five or more bids.

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

Dana Corp., together with affiliates, affiliates filed for Chapter
11 protection on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-
10354).  Attorneys at Jones Day represented the Debtors.  It
emerged from bankruptcy Jan. 31, 2008, and the reorganized entity
was named Dana Holding Corporation.

As reported in the Troubled Company Reporter on June 9, 2009,
Moody's Investors Service lowered the Corporate Family Rating of
Dana Holding Corporation to Caa2, raised the Probability of
Default Rating to Caa1, and adjusted the ratings of certain debt
instruments.  According to Moody's, the positioning of Dana's PDR
at Caa1 reflects ongoing pressures the company faces from the
continued erosion in the global automotive and commercial vehicle
markets.


DECODE GENETICS: Earl Collier Steps Down as Director
----------------------------------------------------
Earl M. Collier, Jr., on August 26, 2009, resigned as a director
of deCODE genetics, Inc.

deCODE is not aware of any disagreement between it and Mr. Collier
relating to deCODE's operations, policies or practices.

                        Going Concern Doubt

deCODE genetics' balance sheet at June 30, 2009, showed total
assets of $69.85 million and total liabilities of $313.92 million,
resulting in a stockholders' deficit of $244.07 million.  As of
June 30, 2009, the Company had cash and cash equivalents of
$3.80 million, compared to $3.70 million at Dec. 31, 2008.  In
early 2009 deCODE sold its ARS for $11.3 million in cash, and in
April it signed licensing agreements with Celera Corporation under
which it received an upfront payment and will receive royalties on
sales of Celera testing products and services incorporating deCODE
genetic risk markers.  deCODE states it has sufficient resources
to fund operations only into the latter half of the third quarter.
The Company is simultaneously pursuing several options to ensure
sufficient funding to take it to the execution of strategic
options that can support the near- and longer-term viability of
our core business.  Regardless, deCODE's planned operations
require immediate additional liquidity substantially in excess of
the amounts, raising substantial doubt about deCODE's ability to
continue as a going concern.

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

                       About deCODE Genetics

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


DELPHI CORP: Lenders Extend Milestones Deadline to Sept. 3
----------------------------------------------------------
Delphi Corporation on August 26, 2009, entered into a twelfth
amendment to its existing liquidity agreement between Delphi and
General Motors Company (as assignee of Motors Liquidation Company,
formerly known as General Motors Corporation).  The effect of the
Twelfth Amendment was to extend the deadline for Delphi to satisfy
certain milestones, which if not met, would prevent Delphi from
continued access to the facility.

The GM Advance Agreement was amended and restated on June 1, 2009
to provide Delphi with an additional $250 million credit facility
-- Tranche C Facility -- subject to Delphi's continued
satisfaction of certain conditions and milestones.  Delphi's
continued ability to request advances under the Tranche C Facility
is conditioned on progress in achieving the transactions
contemplated by the confirmed First Amended Joint Plan
Reorganization as modified, as filed with the U.S. Bankruptcy
Court for the Southern District of New York on June 16, 2009.

Specifically, prior to the Twelfth Amendment, the ability of
Delphi to request advances on or after August 26, 2009 was
conditioned on the entry by the Court of an order, in form and
substance reasonably acceptable to GM, approving the Modified Plan
or an implementation agreement pursuant to which the parties to
the Master Disposition Agreement, dated June 1, 2009, as revised
and amended, among Delphi, GM Components Holdings, LLC, GM and
Parnassus Holdings II, LLC, would perform their obligations
thereunder pursuant to Section 363 of the Bankruptcy Code,
independent of and not pursuant to or contingent on the
effectiveness of the Modified Plan.  The Twelfth Amendment extends
the August 26, 2009 date until 8:00 p.m. (Eastern time) on
September 3, 2009.  All other terms of the GM Advance Agreement
remain in effect.

             Amendment to Accommodation Agreement

On August 26, 2009, Delphi entered into a 21st amendment to its
accommodation agreement, with the lenders under its existing
debtor-in-possession financing agreement, consisting of a $1.1
billion first priority revolving credit facility -- Tranche A
Facility -- a $500 million first priority term loan -- Tranche B
Term Loan -- and a $2.75 billion second priority term loan --
Tranche C Term Loan.  The effect of the Thirty-First Amendment is
to extend the term of the Accommodation Agreement to 8:00 p.m.
(Eastern time) on September 3, 2009.

Pursuant to the Accommodation Agreement, as in effect through the
Thirtieth Amendment, the lenders agreed, among other things, to
allow Delphi to continue using the proceeds of the Amended and
Restated DIP Credit Facility and to forbear from the exercise of
certain default-related remedies, in each case until August 26,
2009, subject to the continued satisfaction by Delphi of a number
of covenants and conditions.  The Thirty-First Amendment further
extends that date until 8:00 p.m. (Eastern time) on September 3,
2009.  There currently remains approximately $230 million
outstanding under the Tranche A Facility, $310 million outstanding
under the Tranche B Term Loan and $2.75 billion outstanding under
the Tranche C Term Loan under the Amended and Restated DIP Credit
Facility.  Finally, the Thirty-First Amendment provides that the
requisite majority of lenders under the Amended and Restated DIP
Credit Facility have 70 business days (modified from 65 business
days) to notify Delphi that the modified plan of reorganization
filed on June 1, 2009 is not satisfactory.

The remaining provisions in the Accommodation Agreement are
materially unchanged.

                         About Delphi Corp

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

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

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.

At the end of July 2009, Delphi obtained confirmation of a revised
plan, build upon a sale of the assets to a entity formed by some
of the lenders who provided $4 billion of debtor-in-possession
financing, and General Motors Company.

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


ECOSPHERE TECHNOLOGIES: Liquidity Woes Raise Going Concern Doubt
----------------------------------------------------------------
Ecosphere Technologies, Inc.'s balance sheet at June 30, 2009,
showed total assets of $2.43 million and total liabilities of
$25.83 million, resulting in a stockholders' deficit of
$23.40 million.

For three months ended June 30, 2009, the Company posted a net
loss of $18.47 million compared with a net loss of $3.14 million
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $15.37 million compared with a net loss of $4.76 million for
the same period in 2008.

The Company said there is substantial doubt about the Company's
ability to continue as a going concern.  The Company noted that at
June 30, 2009, the Company had a working capital deficiency of
$21.40 million, a stockholders' deficit and had outstanding
convertible preferred stock that is redeemable under limited
circumstances for $3.90 million.

In addition, loans and accrued interest of $886,911 to two
investors were in default as of June 30, 2009.  The Company has
not attained a level of revenues sufficient to support recurring
expenses, and the Company does not presently have the resources to
settle incurred obligations.

The Company added that its continued existence is dependent upon
its ability to resolve its liquidity problems.  From April to July
2009 the Company received $1.00 million under a credit line and on
July 21, 2009, received a $2.50 million investment and forgiveness
of the above $1.00 million in exchange for a 33% minority interest
in EES.  Under the agreement to purchase the minority interest,
the Company may receive certain preferred distributions in the
future.

The management is pursuing additional financing in order to
complete the manufacturing of these units and to fund operating
expenses until significant revenues are generated.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?435a

                   About Ecosphere Technologies

Ecosphere Technologies, Inc., was incorporated under the name
UltraStrip Systems, Inc. in April 1998 in Florida.  It was
reincorporated on September 8, 2006 in Delaware under the name
Ecosphere Technologies, Inc.  Ecosphere's mission is to become a
globally branded company known for developing and introducing
patented innovative clean technologies to the world marketplace.
The company invents, patents, develops, and expects to license and
sell clean technologies with the potential for practical,
economical and sustainable applications across industries
throughout the world.


ELEPHANT TALK: June 30 Balance Sheet Upside-Down by $5.3 Million
----------------------------------------------------------------
Elephant Talk Communications Inc.'s balance sheet showed total
assets of $21.29 million and total liabilities of $26.59 million,
resulting in a stockholders' deficit of $5.30 million.

For three months ended June 30, 2009, the Company posted a net
loss of $2.68 million compared with a net loss of $2.65 million
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of of $4.83 million compared with a net loss of $5.22 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?4360

Based in Orange, California, Elephant Talk Communications Inc.
(OTC BB: ETLK) -- http://www.elephanttalk.com/-- until recently
was engaged in the long distance telephone business in China and
the Special Administrative Region Hong Kong.  The company
currently operates a switch-based telecom network with national
licenses and direct fixed line interconnects with the
Incumbents/National Telecom Operators in eight (8) European
countries, one (1) in the Middle East (Bahrain), licenses in
Hong Kong and the U.S.A. and partnerships with telecom operators
in Scandinavia, Poland, Germany and Hong Kong.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 5, 2008,
Kabani & Company, Inc., raised substantial doubt on the ability of
Elephant Talk Communications, Inc., to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2007.  The auditor pointed to the company's net
loss of $12.05 million, working capital deficit of $24.42 million,
accumulated deficit of $29.01 million and cash used in operations
of $3.44 million.


EMPIRE RESORTS: Registers 7.08MM Shares for Resale
--------------------------------------------------
Empire Resorts, Inc., filed with the Securities and Exchange
Commission a prospectus relating to reoffer and resale by selling
stockholders -- The Park Avenue Bank, Alan Lee and Kien Huat
Realty III Limited -- of up to an aggregate 7,081,966 shares of
the Company's common stock, which includes 277,778 shares of its
common stock that are issuable upon the exercise of warrants with
exercise prices of $0.01 per share.  Empire Resorts will not
receive any proceeds from the sale of the common stock under the
prospectus.

The selling stockholders may sell the securities, from time to
time, on any stock exchange or automated interdealer quotation
system on which the securities are listed, in the over-the-counter
market, in privately negotiated transactions or otherwise, at
fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to prevailing market prices or
at prices otherwise negotiated.

The selling stockholders have not been officers, directors or had
any material relationships within the past three years with the
Company or any of its predecessors or affiliates.  Eric Reehl, the
Company's Chief Restructuring Officer and Chief Financial Officer,
is currently serving as the Acting Chief Financial Officer for
Park Avenue Bancorp, Inc., a New York domiciled commercial bank
and an affiliate of The Park Avenue Bank.  Kien Huat is party to
the Investment Agreement governing the investment of up to
$55 million in the Company's common stock and providing Kien Huat
with certain governance rights, including representation on the
Company's board of directors.

The Company's common stock is listed on the Nasdaq Global Market
under the symbol "NYNY."  The last reported sale price for the
common stock on August 20, 2009, was $3.20 per share.

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

              http://ResearchArchives.com/t/s?4370

As reported by the Troubled Company Reporter, Empire Resorts on
August 20, 2009, made the interest payment to the Bank of New
York, as trustee, on the Company's 5-1/2%, senior convertible
notes of $2.6 million that was due on July 31, 2009.  The interest
payment was made within the time period permitted pursuant to the
indenture governing the Notes.

On July 29, 2009, as reported by the TCR, The Park Avenue Bank
delivered a notice to The Bank of New York advising that, as a
result of the occurrence of the event of default under the loan
agreement with The Park Avenue Bank, a standstill period has
commenced under the intercreditor agreement with respect to the
collateral.

The standstill period will continue until the earlier to occur of
(i) The Park Avenue Bank's express waiver or acknowledgement of
the cure of the applicable event of default in writing or the
occurrence of the discharge of the Loan Agreement secured
obligations, and (ii) the date that is 90 days from the date of
the Bank of New York's receipt of the standstill notice.

                       About Empire Resorts

Empire Resorts Inc. -- http://www.empiresorts.com/-- owns and
operates the Monticello Casino & Raceway, including slot machines
and a 230-acre harness racing facility in Sullivan County, 90
miles from midtown Manhattan.

As of June 30, 2009, Empire Resorts had total assets of
$45,791,000 against total debts of $81,489,000, resulting to total
stockholders' deficit of $35,698,000.  The $81,489,000 in
liabilities, which include $65,000,000 owing to convertible notes,
are all classified as "current liabilities".  The Company had
accumulated deficit of $105,375,000 as of June 30, 2009.


FINLAY ENTERPRISES: Can Use Cash Collateral Until December 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted Finlay Enterprises, Inc., and its affiliated debtors
permission on a final basis to use cash collateral of the
prepetition agent and prepetition lenders from August 20, 2009,
through the date which is the earliest to occur of (a) the
expiration of the Remedies Notice Period, or (b) December 31,
2009, in accordance with a budget.

As adequate protection of the interests of the prepetition senior
lenders in the prepetition collateral to the extent of any
diminution in value of such interest, the prepetition senior
agent, for the benefit of itself and the prepetition senior
lenders, are granted additional and replacement liens on any and
all presently owned and hereafter acquired assets of the Debtors
and their estates, together with any proceeds thereof.

As adequate protection of the respective interests of the
prepetition indenture trustees and the prepetition junior lenders
in the prepetition collateral to the extent of any diminution in
value of such interest, each prepetition indenture trustee, for
the benefit of itself and the relevant prepetition junior lenders,
are also granted additional and replacement liens on the
collateral.

As further adequate protection, the prepetition senior agent and
prepetition senior lenders, the prepetition second lien indenture
trustee and prepetition second lien lenders are each granted an
allowed superpriority administrative expense claim in each of the
cases and any successor cases, pursuant to Sections 503(b) and
507(b) of the Bankruptcy Code.

As reported in the TCR on August 14, 2009, the Debtors are parties
to the Fourth Amended and Restated Credit Agreement dated as of
November 9, 2007, with General Electric Capital Corporation, as
agent, L/C issuer, and lender, GE Capital Markets, Inc., as sole
bookrunner and joint lead arranger, JPMorgan Securities Inc., as
joint lead arranger, and Wachovia Bank, NA, as documentation
agent, and the lenders that are parties thereto from time to time.
As of Finlay's petition date, the outstanding principal amount of
all loans under the prepetition credit agreement was not less than
$37,500,000, and $8,500,281 face amount of issued and outstanding
letters of credit.

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

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

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

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

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

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

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

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

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

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

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

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

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

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


FINLAY ENTERPRISES: Court Sets September 23 Auction Sale of Assets
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted on August 20, 2009, Finlay Enterprises, Inc. and its
affiliated debtors' amended motion to:

  (i) approve procedures in connection with the sale of all or
      substantially all of their assets, subject to higher
      and better offers at an auction;

(ii) authorize the Debtors to enter into an agency agreement (the
      "stalking horse agreement") with Gordon Brothers Retail
      Partners, LLC in connection with the sale; and

(iii) approve the payment of a break-up fee of $850,000 in
      accordance with the terms of the stalking horse agreement.

As soon a practicable after the conclusion of the auction, but no
later than before the sale approval hearing, the Debtors will file
a final form of order approving the sale as agreed upon between
the Debtors and the successful bidder.  Notwithstanding the
authorization to enter into the stalking horse agreement, the
Court is not approving the provisions thereof and such approval
will be addressed at the sale hearing.

                     Stalking Horse Agreement

The stalking horse agreement provides for Gordon Brothers to act
as the Debtors' agent to liquidate (a) all of the merchandise
located in 106 of its specialty retail store locations and the
Debtors' distribution centers and other offsite locations by means
of a "going out of business," "sale on everything," "store
closing," or similar sale, and (b) the Debtors' owned furniture,
fixtures and equipment located at the stores.  The stalking horse
agreement provides a guaranty of payment of an amount the Debtors
believe to be roughly $116 million.

A full-text copy of the Agency Agreement is available at no charge
at http://researcharchives.com/t/s?4148

                           Auction Date

The bid deadline is August 26, 2009, at 4:00 p.m. in accordance
with the approved bid procedures.  Bids must have a value greater
than or equal to the sum of (x) $116,500,000, which is the value
determined by the Debtors of the stalking horse agreement, plus
(y) $850,000, the amount of the break-up fee, plus (z) an initial
overbid of $100,000.  The Debtors reserve the right to reject any
or all bids.

The auction will be conducted at the offices of Weil, Gotshal &
Manges LLP, 767 Fifth Avenue, New York, New York 10153 on
September 23, 2009, at 10:00 a.m.

The sale hearing will be held on September 25, 2009, at 10 a.m. or
such other time that the Court may direct.

Objections to the sale of the assets must be filed so as to be
actually received by September 14, 2009, at 5:00 p.m. by the
Objection Notice Parties.

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.


FORD MOTOR: Bank Debt Trades at 13.6% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 86.40 cents-on-the-
dollar during the week ended Friday, Aug. 28, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.70 percentage
points from the previous week, The Journal relates.  The loan
matures on Dec. 15, 2013.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ca rating and Standard & Poor's CCC+ rating.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Aug. 28, among the
140 loans with five or more bids.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The Company provides
financial services through Ford Motor Credit Company.  The Company
has operations in Japan in the Asia Pacific region.  In Europe,
the Company maintains a presence in Sweden, and the United
Kingdom.  The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

Ford Motor carries a 'Ca' issuer credit and a 'Caa3' long term
corporate ratings, with negative outlook, from Moody's, 'CCC+'
long term issuer credit ratings, and 'CCC' long term issuer
default rating, with negative outlook, from Fitch.


FORD MOTOR: To Resume 3 Shifts at Michigan & Missouri Plants
------------------------------------------------------------
Jeff Bennett at The Wall Street Journal reports that Ford Motor
Co. will return its Michigan and Missouri plants to three shifts.

As reported by the TCR on August 17, 2009, Ford Motor increased
production plans for the rest of the year.  For the third quarter
2009, Ford will increase production to 495,000 new vehicles,
mainly due to the demand for the Ford Focus and Escape.  Ford will
build 6,000 more Focus vehicles during the third quarter -- 18%
higher than the same period a year earlier -- through overtime and
Saturday shifts.  Ford said that it will also build 570,000
vehicles in the fourth quarter, about 33% above the year-earlier
levels and 15% higher than planned third-quarter output.

The Journal relates that the third shifts will be added at the
Michigan truck plant in September and at the Kansas City Assembly
plant in October.  According to the report, Ford said that it is
on track in August to post its first monthly year-over-year sales
increase in its F-series trucks since October 2006.

The Journal notes that the additional shift at the Michigan plant
will boost the production of F-150 pick-up trucks by 10,000
vehicles this year and provide full-time employment for 2,800
workers who had been working on rotating shifts since April.  The
Journal states that overtime, combined with the third shift at the
Kansas City plant, will result in 2,400 additional Ford Escapes
and Mercury Mariners by the end of October.

The Journal quoted Ford marketing, sales, and service vice
president Ken Czubay as saying, "Even with 'cash for clunkers'
behind us, we expect that demand will remain strong.  We had a
solid July sales month, and we are headed toward an even stronger
August."

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The Company provides
financial services through Ford Motor Credit Company.  The Company
has operations in Japan in the Asia Pacific region.  In Europe,
the Company maintains a presence in Sweden, and the United
Kingdom.  The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

Ford Motor carries a 'Ca' issuer credit and a 'Caa3' long term
corporate ratings, with negative outlook, from Moody's.

Fitch Ratings said via Business Wire on August 26 that it has
revised the Rating Outlook on Ford Motor Company and Ford Motor
Credit Company to Stable from Negative.  In addition, the Issuer
Default Rating of Ford is affirmed at 'CCC'.


FORD MOTOR: Wants Add'l Concessions from UAW; Local Unions Oppose
-----------------------------------------------------------------
Kimberly S. Johnson at The Canadian Press reports that Ford Motor
Co. is meeting with the United Auto Workers union, as it seeks
additional concessions on work rules, strike provisions, and wages
for new hires.

Ford's union workers agreed to amend their 2007 contract in March
2008 with concessions to help Ford Motor cut costs and avoid
taking government aid, and some local union officials said that
workers have no interest in accepting further cuts, The Canadian
Press states.

The Canadian Press quoted Gary Walkowicz, bargaining committee
member for UAW Local 600 and who is against future concessions, as
saying, "Once you open door, it just doesn't stop, they keep
coming back for more."

According to The Canadian Press, several union officials said in
recent months that workers have expressed concern and opposition
to further cuts.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The Company provides
financial services through Ford Motor Credit Company.  The Company
has operations in Japan in the Asia Pacific region.  In Europe,
the Company maintains a presence in Sweden, and the United
Kingdom.  The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

Ford Motor carries a 'Ca' issuer credit and a 'Caa3' long term
corporate ratings, with negative outlook, from Moody's.

Fitch Ratings said via Business Wire on August 26 that it has
revised the Rating Outlook on Ford Motor Company and Ford Motor
Credit Company to Stable from Negative.  In addition, the Issuer
Default Rating of Ford is affirmed at 'CCC'.


FORMIDABLE LLC: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Formidable, LLC
        3165 East Millrock Drive, Suite 550
        Salt Lake City, UT 84121

Case No.: 09-29087

Chapter 11 Petition Date: August 27, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Debtor's Counsel: Lon A. Jenkins, Esq.
            Jones Waldo Holbrook & McDonough
            170 South Main St., Suite 1500
            Salt Lake City, UT 84101
            Tel: (801) 521-3200
            Fax: (801) 328-0537
            Email: lajenkins@joneswaldo.com

            Troy J. Aramburu, Esq.
            Jones Waldo Holbrook & McDonough PC
            170 South Main Street, Suite 1500
            Salt Lake City, UT 84101
            Tel: (801) 521-3200
            Fax: (801) 328-0537
            Email: taramburu@joneswaldo.com

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

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

The petition was signed by Jake Harouny, the company's manager.

Debtor's List of 1 Largest Unsecured Creditor:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Medallion Exploration          Services Provided       $2,369,920
3165 E. Millrock Drive, #550
Holladay, UT 84121


FREEDOM COMMUNICATIONS: May File for Bankruptcy This Week
---------------------------------------------------------
Freedom Communications Inc., may file for bankruptcy protection
this week, The Wall Street Journal reported, citing unidentified
people familiar with the matter.

At the end of June 2009, Freedom Communications announced an
across-the-board 5% reduction in base pay for employees at all
levels, as part of a continuation of a company-wide furlough
program.

"We are facing the challenge of a general economic situation that
experts say will continue to remain weak for many months to come,"
said Burl Osborne, Freedom Communications CEO, said in June.  "In
this very difficult climate we need to continue to reduce
expenses, and we determined that the fairest way to accomplish
this with the minimum impact on operations is the action we are
announcing today."

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned information and entertainment company of
print publications, broadcast television stations and interactive
businesses.  The Company's print portfolio includes more than 100
daily and weekly publications, including just over 30 daily
newspapers, plus ancillary magazines and other specialty
publications.  The Company owns the Orange County Register
newspaper.  The broadcast company's stations - five CBS, two ABC
network affiliates and one CW affiliate - reach more than 3
million households across the country.  The Company's news,
information and entertainment Web sites complement its print and
broadcast properties.


FRONTIER AIRLINES: MLT Gets $1.2MM Claim for Rejected Deal
----------------------------------------------------------
Frontier Airlines Holdings Inc. and MLT, Inc., doing business as
MLT Vacations, informed the Court and parties-in-interest that
they reached an agreement allowing MLT's non-priority general
unsecured claim for an aggregate of $1,200,000.  The Settlement
also provides for the amendment of Claim No. 1105 to reflect the
Claim amount and priority.

MLT's Claim is in light of the Debtors' decision to reject their
Charter Services Agreement with MLT as of June 1, 2008.

Objections to the Agreement, if any, must be filed by
September 3, 2009.  Absent any Objections, the Agreement will be
deemed final and effective.

Frontier Airlines Holdings, Inc. (Pink Sheets: FRNTQ) --
http://www.FrontierAirlines.com/-- is the parent company of
Denver-based Frontier Airlines.  Currently in its 15th year of
operations, Frontier Airlines is the second-largest jet service
carrier at Denver International Airport, employing approximately
5,000 aviation professionals.  Frontier Airlines' mainline
operation has 51 aircraft with one of the youngest Airbus fleets
in North America.  In conjunction with a fleet of 10 Bombardier
Q400 aircraft operated by Lynx Aviation -- a subsidiary of
Frontier Airlines Holdings, Inc. -- Frontier offers routes to more
than 50 destinations in the U.S., Mexico and Costa Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

The Debtors' exclusive period to file a plan of reorganization
will expire on October 9, 2009.  Their exclusive period to solicit
and obtain acceptances of that plan will expire December 9, 2009.

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

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


FRONTIER AIRLINES: Teamsters Ratify Labor Pact
----------------------------------------------
Frontier Airlines and the International Brotherhood of Teamsters,
Local 961 informed Judge Robert D. Drain of the U.S. Bankruptcy
Court for the Southern District of New York that Letter of
Agreement No. 09-01, was ratified by Frontier's Mechanics and
Material Specialists on August 20, 2009.

As previously reported, Frontier and the Teamsters announced on
August 6, 2009, that they entered into the "consensual, long-term
labor agreement and a comprehensive settlement of the 1113
Proceeding."

Essentially, the LOA is intended to resolve the Company's
litigation under Section 1113 of the Bankruptcy Code in its
entirety by providing for, among other amendments to the CBAs,
long-term wage and benefit reductions and a program through which
IBT-represented workers can be placed on leave for periods during
which certain heavy maintenance work is not required.

In light of the Ratified LOA, the Court approved a stipulation
between Frontier and the Teamsters, through which the parties
agree that the Section 1113 Proceeding is dismissed with
prejudice, and Frontier has dismissed with prejudice its appeal
filed in the United States Court of Appeals for the Second
Circuit.

The LOA will be effective as of the ratification date, or
August 20, 2009.  Upon the Effective Date, the Teamsters will
have allowed general non-priority unsecured claim under Section
502 of the Bankruptcy Code for $7,102,488 that is not subject to
reconsideration, with respect to the concessions made by the
Teamsters under the Agreement and the Interim Restructuring
Relief Agreement.

Neither the Teamsters nor any of the Mechanics or Material
Specialists or other employees that it represents nor any other
party will have any other claim or cause of action on account of
the LOA or the Interim Agreement.  Any transfer of all or any
part of the Teamsters Claim prior to Frontier's exit from
bankruptcy may only be made in compliance with the Final Order
Establishing Procedures and Approving Restrictions on Certain
Transfers of Claims Against and Interests in the Debtors'
Estates, dated June 3, 2008.

The Teamsters will have the sole authority and responsibility to
determine the manner of allocation among its employees on account
of the IBT Claim, including the allocation of any equity
securities on account of the Claim, provided that the allocation
schedule or formula is delivered to Frontier no later than 30
days prior to the date of distribution.

The Debtors have indicated that it is their present intention to
assume the Collective Bargaining Agreements, as amended by the
LOA, pursuant to the Debtors' Plan of Reorganization, the Court
noted.

Neither the Stipulation nor Frontier's entry into the LOA will
alter the order or priority of any claim under the Bankruptcy
Code or convert any prepetition or unsecured claim into a
priority claim, secured claim, postpetition claim or
administrative claim.

Judge Drain acknowledged that the Section 1113 Proceeding and
Second Circuit appeal settled by the LOA are exceedingly complex,
with substantial expense, inconvenience and delay for the Debtors
and their estates.  Moreover, the settlement and compromise
reflected in the LOA was extensively negotiated at arm's-length,
and is not the product of fraud or collusion, he said.

Judge Drain ruled that the Stipulation is immediately effective
and enforceable.

                 About Frontier Airlines Holdings

Frontier Airlines Holdings, Inc. (Pink Sheets: FRNTQ) --
http://www.FrontierAirlines.com/-- is the parent company of
Denver-based Frontier Airlines.  Currently in its 15th year of
operations, Frontier Airlines is the second-largest jet service
carrier at Denver International Airport, employing approximately
5,000 aviation professionals.  Frontier Airlines' mainline
operation has 51 aircraft with one of the youngest Airbus fleets
in North America.  In conjunction with a fleet of 10 Bombardier
Q400 aircraft operated by Lynx Aviation -- a subsidiary of
Frontier Airlines Holdings, Inc. -- Frontier offers routes to more
than 50 destinations in the U.S., Mexico and Costa Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

The Debtors' exclusive period to file a plan of reorganization
will expire on October 9, 2009.  Their exclusive period to solicit
and obtain acceptances of that plan will expire December 9, 2009.

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

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


GATEWAY HEALTH: AM Best Affirms Financial Strength at B-
--------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
B- (Fair) and issuer credit rating (ICR) of "bb-" of Gateway
Health Plan, Inc. (GHPI).  The outlook for both ratings is
negative.

Concurrently, A.M. Best has withdrawn the ratings at the company's
request and assigned a category NR-4 to the FSR and "nr" to the
ICR.  These rating actions reflect the decision of GHPI's
management to withdraw from A.M. Best's interactive rating
process.

Over the past five years, GHPI's risk-based capital has not grown
at the rate required to support the company's strong revenue
development.  Generally, underwriting performance was unfavorable
for four out of the past five years, which suggests that
reimbursement rates have not kept up with the level of increased
utilization and the commitments required to support the company's
administrative infrastructure development.

A.M. Best is concerned about Pennsylvania's perennial budget
deficits and the level of service cuts that the state is required
to make in order to bring into balance the state's cash flow.
Additionally, the state's economy continues to shed jobs.  The
increases in unemployment and retirements are in direct proportion
to increase enrollment in Medicaid and Medicare, adding
significant pressure to the operations of GHPI.  For these
reasons, A.M. Best believes that GHPI is subject to significant
geographic and legislative risks.

Gateway Health Plan, Inc. -- http://www.gatewayhealthplan.com/--
provides managed health care services (as an HMO) to more than
240,000 recipients who are eligible for Medicare and Medicaid
assistance.  Specifically, the company serves either Medicaid-
eligible recipients or, through its branded service Medicare
Assured, recipients who qualify for both Medicare and Medicaid
assistance.  Gateway's service area covers 27 counties throughout
Pennsylvania and 12 counties in Ohio.  The company's services
include primary care, dental, OB/GYN visits, and mental health
services.  Gateway, an affiliate of Highmark , was founded in 1996
as an alternative to the Department of Public Welfare's Assistance
Program in Pennsylvania.


GENCORP INC: Board Sets Objectives, Other Terms of 2009 LTIP
------------------------------------------------------------
The Board of Directors of GenCorp Inc., upon the recommendation
and approval of the Organization & Compensation Committee,
established on August 24, 2009, performance objectives and other
terms of the Company's 2009 Long-Term Incentive Program for
executive officers and other eligible employees of the Company.
The 2009 LTIP has a three-year performance period with the
potential for annual payouts based on meeting revenue growth and
pre-tax earnings targets.

Also on August 24, the Board awarded these stock options grants
and restricted stock awards under the 2009 LTIP to:

     Executive Officer          Stock Options  Restricted Stock
     -----------------          -------------  ----------------
     Kathleen E. Redd                35,000          30,000
     Vice President, Chief
     Financial Officer and
     Secretary

     Chris W. Conley                  7,500           7,500
     Vice President,
     Environmental Health
     & Safety

The stock option grants and restricted stock awards will be made
pursuant to the Company's 1999 Equity and Performance Incentive
Plan.

As reported by the Troubled Company Reporter on July 27, 2009,
GenCorp has said given its current and forecasted liquidity
through January 2010, in the event the 4% Contingent Convertible
Subordinated Notes are put to the Company, the Company may not
have the liquidity to immediately repay the holders of the 4%
Notes.

The 4% Notes that were issued in January 2004 provide the holders
of the 4% Notes with the right to require the Company to
repurchase for cash all or a portion of the outstanding
$125.0 million 4% Notes on January 16, 2010 at a price equal to
100% of the principal amount, plus accrued and unpaid interest.
The Company's $280.0 million senior credit facility contains
certain restrictions surrounding the ability of the Company to
refinance its 4% Notes.

The Company is seeking an amendment to its Senior Credit Facility
in connection with the potential required repurchase of the 4%
Notes.

If the Company is unable to amend the Senior Credit Facility and
obtain financing to repurchase the 4% Notes on terms favorable to
the Company before January 2010, the Company may need to consider
other alternatives.  The Company has engaged Imperial Capital, LLC
to facilitate its efforts to amend the Senior Credit Facility and
to refinance the subordinated debt.

Failure to pay principal on the 4% Notes when due is an immediate
default under the Senior Credit Facility, and after the lapse of
appropriate grace periods, causes a cross default on the Company's
outstanding $146.4 million 2-1/4% Debentures and $97.5 million
9-1/2% Senior Subordinated Notes.

The Company believes that if it is unable to amend the Senior
Credit Facility and obtain financing to repurchase the 4% Notes on
favorable terms before January 2010 this could raise a substantial
doubt about the Company's ability to continue as a going concern.

As of May 31, 2009, the Company had $1.015 billion in total
assets; $1.013 billion in total liabilities and $7.0 million in
redeemable common stock, resulting in $5.2 million of
shareholders' deficit.

Based in Rancho Cordova, California, GenCorp Inc. (NYSE: GY) --
http://www.GenCorp.com/-- is a technology-based manufacturer of
aerospace and defense products and systems with a real estate
segment that includes activities related to the entitlement, sale
and leasing of the Company's excess real estate assets.


GENERAL MOTORS: Bankruptcy Blamed for Drop in Shiloh Q3 Sales
-------------------------------------------------------------
Shiloh Industries, Inc., said sales for the third quarter ended
July 31, 2009 decreased $81.1 million, or 65%, from the third
quarter of fiscal 2008.  The Company's sales declined due to the
closure of production operations by Chrysler for 60 days following
its filing for bankruptcy on April 30, 2009, and the plant
shutdowns by General Motors, which lasted as long as 9 weeks at
most General Motors plants.

Headquartered in Valley City, Ohio, Shiloh Industries is a leading
manufacturer of first operation blanks, engineered welded blanks,
complex stampings and modular assemblies for the automotive and
heavy truck industries.  The Company has 15 wholly owned
subsidiaries at locations in Ohio, Georgia, Michigan, Tennessee
and Mexico, and employs approximately 715.

                      About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENTA INC: Stockholders Approve 2009 Stock Incentive Plan
---------------------------------------------------------
Genta Incorporated reports that at the Annual Meeting held on
August 26, 2009, it received the requisite stockholder approval to
implement its 2009 Stock Incentive Plan, as to which its Chief
Executive Officer, Chief Financial Officer and other named
executives may participate.

At the Annual Meeting, the Company's stockholders were asked to
consider and vote upon three proposals:

     -- to elect four Directors to the Company's Board of
        Directors to serve a one-year term expiring at the next
        Annual Meeting of Stockholders and until such Director's
        successor shall have been elected and qualified;

     -- to approve the implementation of the Company's 2009 Stock
        Incentive Plan; and

     -- to ratify the appointment of Amper Politziner & Mattia,
        LLP as the Company's independent registered public
        accounting firm for the year ended December 31, 2009.

For Proposal 1, each nominee received the affirmative vote of a
plurality of the shares of Common Stock cast by the stockholders
present in person or represented by proxy at the Annual Meeting.
For Proposal 2 and Proposal 3, the Company received the
affirmative vote of a majority of the of the shares of Common
Stock cast by the stockholders present in person or represented by
proxy at the Annual Meeting.  Therefore, each proposal was
approved by the requisite number of votes at the Annual Meeting.

Genta also said Martin J. Driscoll in March 2009, decided not to
stand for re-election to the Company's Board of Directors at the
Company's 2009 Annual Meeting and to no longer be a member of the
Compensation Committee, Audit Committee or Nominating and
Corporate Governance Committee, the terms of which would have
commenced as of the date of the Annual Meeting.

Mr. Driscoll's positions on the Compensation Committee, Audit
Committee and Nominating and Corporate Governance Committee will
be taken over by another independent member of the Company's Board
of Directors, as determined by a majority of the Board of
Directors.  There is no disagreement between Mr. Driscoll and the
Company on any matter relating to the Company's operations,
policies or practices.

                     2nd Quarter 2009 Results

On August 14, 2009, Genta announced financial results for the
quarter ended June 30, 2009.   For the second quarter of 2009, the
Company reported a net loss of $43.1 million or ($0.63) per share,
compared with a net loss of $738.4 million, or ($1,004.84) per
share, for the second quarter of 2008.  For the six months ended
June 30, 2009, the Company reported a net loss of $54.1 million,
or ($1.24) per share, compared with a net loss of $748.0 million,
or ($1,060.69) per share, for the six months ended June 30, 2008.
Net product sales of $69,000 and $131,000 for the second quarter
and six months ended June 30, 2009 declined from their comparison
period figures of $131,000 and $248,000, respectively, due to the
continued absence of promotional support.

At June 30, 2009, Genta had $10.2 million in total assets; and
$12.1 million in total current liabilities and $2.46 million in
total long-term liabilities, resulting in $4.33 million in
stockholders' deficit.

At June 30, 2009, Genta had cash and cash equivalents totaling
$700,000 compared with $4.9 million at December 31, 2008.  During
the first six months of 2009, cash used in operating activities
was $9.5 million compared with $14.4 million for the same period
in 2008, reflecting the reduced size of the Company.

In its quarterly report on Form 10-Q, the Company said its its
recurring losses and negative cash flows from operation raise
substantial doubt about its ability to continue as a going
concern.  The Company said it will require additional cash in
order to maximize its commercial opportunities and continue its
clinical development opportunities.  The Company has had
discussions with other companies regarding partnerships for the
further development and global commercialization of Genasense(R).
Additional alternatives available to the Company to subsequently
sustain its operations include development and commercialization
partnerships on other products in our pipeline, financing
arrangements with potential corporate partners, debt financing,
asset sales, asset-based loans, royalty-based financings, equity
financing and other sources. However, there can be no assurance
that any such collaborative agreements or other sources of funding
will be available on favorable terms, if at all.

If the Company is unable to raise additional funds, it will need
to do one or more of the following:

     -- delay, scale back or eliminate some or all of the
        Company's research and product development programs and
        sales and marketing activity;

     -- license one or more of its products or technologies that
        the Company would otherwise seek to commercialize itself;

     -- attempt to sell the Company;

     -- cease operations; or

     -- declare bankruptcy.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?437d

                  Consent and Amendment Agreement

On June 9, 2008, Genta issued to certain accredited institutional
investors in a private placement $20 million of senior secured
convertible notes.  On April 2, 2009, the Company issued to
certain accredited institutional investors in a private placement
$6 million of senior secured convertible notes.

On July 7, 2009, the Company entered into a securities purchase
agreement with certain accredited institutional investors to place
up to $10 million of units -- each Unit consisting of (i) 70% of a
subordinated unsecured convertible note and (ii) 30% of shares of
the Company's Common Stock, par value $0.001 per share.  On that
same date, the Company issued to the Investors in a private
placement $3 million of the July 2009 Notes and Common Stock.  In
connection with the July 2009 Financing, the Company entered into
a consent and amendment agreement with certain holders of its 2008
Notes and April 2009 Notes.

Effective August 10, 2009, upon receipt of consent from the
appropriate parties, the Company entered into an Amendment
Agreement, dated August 6, 2009, to effect these amendments:

     -- An amendment to the Consent and Amendment Agreement to:

        * permit the Company to undertake a financing of up to
          $13 million of convertible debt, common stock and
          warrants;

        * prohibit the Company from closing or publicly announcing
          the entry into any debt or equity financing any time
          prior to the period expiring 14 days after the date on
          which the Company publicly releases detailed
          quantitative results regarding the primary assessment of
          progression-free survival, one of the co-primary
          endpoints of a Phase 3 trial of Genasense(R) plus
          chemotherapy in patients with advanced melanoma, which
          the Company refers to as AGENDA, without first obtaining
          the requisite consent; and

        * delay the Company's ability to force conversion of the
          2008 Notes and April 2009 Notes until after January 1,
          2010;

     -- An amendment to the July 2009 Notes to delay the Company's
        ability to force conversion of the July 2009 Notes until
        after January 1, 2010;

     -- An amendment to the July 2009 Purchase Agreement to delay
        the Additional Closing to August 24, 2009; and

     -- An amendment to the Registration Rights Agreement entered
        into by the Company and the Investors in connection with
        the July 2009 Purchase Agreement to:

        * delay the deadline for the Company to file an initial
          Registration Statement until the earlier of (i) August
          24, 2009 and (ii) two business days after the Company
         consummates a public offering pursuant to an effective
         Registration Statement; and

       * provide that to the extent the Company consummates a
         public offering prior to the occurrence of the Additional
         Closing, the Registration Rights Agreement will
         terminate.

                      Registration Statement

Genta has filed with the Commission Amendment No. 5 to Form S-1
Registration Statement Under the Securities Act of 1933, in
connection with its offering of units consisting of an aggregate
principal amount of $7.0 million convertible notes and
$3.0 million common stock, 70,000,000 shares of common stock
underlying the convertible notes, $1,193,103 convertible notes
convertible into 11,931,030 shares of common stock issuable as
payment of interest on the convertible notes, warrants to purchase
17,500,000 shares of Genta common stock underlying the principal
amount of the convertible notes and 17,500,000 shares of common
stock underlying the warrants.  All costs associated with the
registration will be borne by the Company.  On June 26, 2009,
Genta effected a 1-for-50 reverse stock split.  As a result, the
share numbers and stock price numbers are all reflected on a post-
split basis.

On July 31, 2009, the closing price of Genta common stock was
$0.36 per share.  The common stock is quoted on the OTC Bulletin
Board under the symbol "GETA."

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?437e

                     About Genta Incorporated

Genta Incorporated -- http://www.genta.com/-- is a
biopharmaceutical company with a diversified product portfolio
that is focused on delivering innovative products for the
treatment of patients with cancer.  Two major programs anchor the
Company's research platform: DNA/RNA-based Medicines and Small
Molecules.  Genasense(R) (oblimersen sodium) Injection is the
Company's lead compound from its DNA/RNA Medicines program.  The
leading drug in Genta's Small Molecule program is Ganite(R)
(gallium nitrate injection), which the Company is exclusively
marketing in the U.S. for treatment of symptomatic patients with
cancer related hypercalcemia that is resistant to hydration.  The
Company has developed G4544, an oral formulation of the active
ingredient in Ganite, which has recently entered clinical trials
as a potential treatment for diseases associated with accelerated
bone loss.  The Company is also developing tesetaxel, a novel,
orally absorbed, semi-synthetic taxane that is in the same class
of drugs as paclitaxel and docetaxel.  Ganite and Genasense are
available on a "named-patient" basis in countries outside the
United States.


GEORGIA GULF: Bank Debt Trades at 4.75% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Georgia Gulf
Corporation is a borrower traded in the secondary market at 96.25
cents-on-the-dollar during the week ended Friday, Aug. 28, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.00
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 3, 2013.  The Company pays 250 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B2 rating and Standard & Poor's C rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 28,
among the 140 loans with five or more bids.

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

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

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

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


GLOBAL ENERGY HOLDINGS: Plan of Compliance Accepted by NYSE Amex
----------------------------------------------------------------
Global Energy Holdings Group, Inc., received notice from the NYSE
Amex Exchange Staff, dated June 3, 2009, indicating that the
Company was not in compliance with Section 1003(a)(iv) of the
Company Guide in that it has sustained losses or its financial
condition has become so impaired that it appears questionable, in
the opinion of the Exchange, as to whether Global Energy will be
able to continue operations or meet its obligations as they
mature.  Global Energy was afforded the opportunity to submit a
plan of compliance to the Exchange and on July 10, 2009 presented
its plan to the Exchange.

On August 18, 2009, the Exchange notified Global Energy that it
accepted Global Energy's plan of compliance and granted Global
Energy an extension until December 3, 2009 to regain compliance
with the continued listing standards.  Global Energy will be
subject to periodic review by the Exchange staff during the
extension period.  Failure to make progress consistent with the
compliance plan or to regain compliance with continued listing
standards by the end of the extension period could result in
Global Energy being delisted from the Exchange.

Global Energy Holdings Group, Inc. (NYSE AMEX: GNH) is based in
Atlanta, Georgia.  On the Net: http://www.gnhgroup.com/


GOODMAN GLOBAL: S&P Gives Positive Outlook, Affirms 'B+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston-
based Goodman Global Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on Goodman, including the 'B+'
corporate credit rating.

"The outlook revision reflects Goodman's better-than-expected
operating earnings and EBITDA in combination with S&P's
expectation that the company's operating performance will continue
to improve over the next several quarters despite muted repair
spending due to high unemployment and fewer housing starts," said
Standard & Poor's credit analyst Thomas Nadramia.  The company has
successfully increased its market share by expanding its
distribution capabilities.  The company also benefits from
relatively stable demand for its products as 75% to 80% of its
sales are derived from nondiscretionary repair and replacement
activity.  In addition, the improved operating results driven by
continued cost-savings initiatives have enabled the company to
steadily reduce debt balances and strengthen credit measures to a
level that S&P would consider to be in line with a higher rating.

Since affiliates of Hellman and Friedman acquired the company in
February 2008, Goodman has reduced total adjusted debt to EBITDA
to 4x as of June 30, 2009, from 5.3x in March 2008 fueled by
$200 million in debt reduction.  At the same time, the company has
increased cushion under the financial covenants governing its bank
credit facility, even after taking into account future scheduled
step-downs.  Currently, the total leverage covenant is 6.25x,
stepping down to 4.75x at March 31, 2010.

The positive rating outlook reflects S&P's expectation that
Goodman will continue to benefit from increased operating
efficiencies and leveraging of its distribution network.  To date,
Goodman has been successful in improving its product mix and
adjusting its costs in the face of weaker demand, and the company
has continued to gain market share as the value leader in its
markets.  S&P expects improvements in operating performance to
continue as the company has expanded its market share and
continues to pursue manufacturing efficiencies.  As a result,
credit measures are likely to remain at levels appropriate for a
higher rating, with adjusted debt to EBITDA below 4x and operating
margins (before depreciation and amortization) in the high teens.
S&P could revise the outlook back to stable if recent positive
operating trends reverse because of volatile raw material costs
and increased pricing pressure due to competition, resulting in
leverage increasing to over 4x for a sustained period.


GRAHAM PACKAGING: Bank Debt Trades at 2.8% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Graham Packaging
Holdings Company is a borrower traded in the secondary market at
97.19 cents-on-the-dollar during the week ended Friday, Aug. 28,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.52 percentage points from the previous week, The Journal
relates.  Graham Packaging pays interest at 200 points above
LIBOR. The bank loan matures on September 30, 2011. The bank loan
carries Moody's B1 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 28,
among the 140 loans with five or more bids.

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.


GSI GROUP: Receives Noncompliance Letter From Nasdaq
----------------------------------------------------
GSI Group Inc. received an additional staff determination notice
from the Nasdaq Stock Market, indicating that the Company is not
in compliance with Listing Rule 5250(c)(1) due to the delayed
filing of the Company's Quarterly Report on Form 10-Q for the
quarterly period ended July 3, 2009.  The staff determination
notice indicated that such non-compliance with the Rule would
serve as an additional basis for delisting the Company's
securities from Nasdaq.

On July 22, 2009, the Nasdaq Hearings Panel granted the Company's
request for continued listing on Nasdaq conditioned on the Company
(i) reporting to the Panel before August 31, 2009 the status of
its public disclosure about the range of adjustments the Company
expects to make to revenue transactions in its Precision
Technology Segment for 2004 through 2008 and (ii) filing on or
before November 2, 2009 its delayed periodic reports and any
required restatements.  If the Company is unable to meet the
exception requirements, the Panel will issue a final determination
to delist the Company's shares.

The Company's Audit Committee has concluded its review of sales
transactions in the Company's Semiconductor Systems Segment for
fiscal years 2006, 2007 and 2008, and the Company is currently
reviewing the timing of revenue recognized in connection with
multiple element arrangements in its Precision Technology Segment
from 2004 through 2008 to determine if adjustments need to be made
to those periods.  The Company continues to work diligently to
complete the preparation and filing of its delayed periodic
reports, in addition to restated financial statements for fiscal
years 2006, 2007 and 2008.

                          About GSI Group

GSI Group Inc. -- http://www.gsig.com/-- supplies precision
technology to the global medical, electronics, and industrial
markets and semiconductor systems.  GSI Group Inc.'s common shares
are listed on Nasdaq (GSIG).


GUARANTY FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Guaranty Financial Group Inc.
           fka Guaranty Financial Services
           fka Stanford Realty Advisors, Inc.
           fka Temple Inland Financial Services
        8333 Douglas Avenue, Suite 504
        Dallas, TX 75225

Case No.: 09-35582

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Guaranty Group Ventures Inc.                       09-35583
Guaranty Holdings Inc.                             09-35584
Guaranty Group Capital Inc.                        09-35586

Chapter 11 Petition Date: August 27, 2009

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

Judge: Barbara J. Houser

Debtor's Counsel: Ian T. Peck, Esq.
                  Haynes & Boone, LLP
                  201 Main Street, Suite 2200
                  Fort Worth, TX 76102
                  Tel: (817)347-6613
                  Fax: (817)348-2350
                  Email: ian.peck@haynesboone.com

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

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

According to the schedules, the Company has assets of at least
$24,295,000, and total debts of $323,413,428.

The petition was signed by Scott Almy.

Guaranty Financial's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Wilmington Trust Company       Indenture trustee      $305,000,000
Rodney Square North                                   (principal
1100 North Market St.                                  balance)
Wilmington, DE 19890-0001

Kenneth R. Dubuque             Former Guaranty        $1,555,161
124 E. 84th St., Apt 7B        Bank employee
New York, NY 10028             with SERP balance &
                               SBC Claim

City of San Antonio            Contractual            $371,185
PO Box 839966                  obligation
San Antonio, TX 78283

Harold L. Shults, Jr.          Former Guaranty        $220,562
                               Bank employee
                               with SERP balance

Robert B. Greenwood            Former Guaranty        $217,239
                               Bank employee
                               with SERP balance &
                               SBC Claim

Ronald D. Murff                Former Guaranty        $156,670
                               Bank employee
                               with SERP balance

Robert S. LeBlanc              Former Guaranty        $126,515
                               Bank employee
                               with SERP balance

Gregory W. Econn               Former Guaranty        $104,181
                               Bank employee
                               with SERP balance

Ken A. Clark                   Former Guaranty        $85,513
                               Bank employee
                               with SERP balance

Jerry W. Hickenbottom          Former Guaranty        $82,702
                               Bank employee
                               with SBC Claim

Mark A. Crawford               Former Guaranty        $70,558
                               Bank employee
                               with SERP balance

Morris Knight                  Former Guaranty        $70,433
                               Bank employee
                               with SBC Claim

Deborah M. Laycock             Former Guaranty        $67,968
                               Bank employee
                               with SERP balance

Kelli Glass                    Unpaid severance       $65,962

James L. Johnson               Former Guaranty        $63,143
                               Bank employee
                               with SERP balance

Rusty Charlton                 Unpaid severance       $60,646

Morris Knight                  Former Guaranty        $57,844
                               Bank employee
                               with SERP balance

B. Lee Crawford                Former Guaranty        $44,364
                               Bank employee
                               with SBC Claim

John P. Halliburton            Former Guaranty        $42,511
                               Bank employee
                               with SERP balance

Michael D. Calcote             Former Guaranty        $39,962
                               Bank employee
                               with SERP balance


HAWAIIAN TELCOM: Plan Set for Oct. 7 Confirmation Hearing
---------------------------------------------------------
The disclosure statement explaining the proposed reorganization
plan for Hawaiian Telcom Communications Inc. was approved by the
Bankruptcy Court on August 27, allowing creditors to begin voting
on the plan, Bill Rochelle at Bloomberg News reported.

The Debtors proposed August 14, 2009, to be set as the voting
record date for determining which creditors may vote on the Plan.
The Debtors also set a September 30, 2009, at 1:00 p.m., Hawaii
Standard Time, deadline for the submission of votes on the Plan.

The Debtors will seek confirmation of the Plan at hearings
scheduled to begin October 7, 2009.

Hawaiian Telcom's plan provides for these terms:

  -- Senior secured creditors will recover 75% to 80% of their
     claims through the conversion of $590 million of senior
     secured debt into a $300 million secured term loan and all of
     the new stock.

  -- Senior noteholders, owed $350 million, would recover 2% to 3%
     though warrants for 12.75% of the new stock and subscription
     rights to buy as much as $50 million more.

  -- Subordinated noteholders owed $150 million are to receive
     nothing while existing stock is to be canceled.

  -- General unsecured creditors with claims aggregating up to
     $40 million are to receive a cash recovery amounting to 1% to
     2%.

Hawaiian Telcom had said that in a Chapter 7 liquidation,
administrative claimants who will recover 100% of their claims
under the Plan will recover as low as 84 cents, senior secured
creditors will only recover 56% to 65% of their claims, while
unsecured creditors will recover only 0% to 0.6% of their allowed
claims.

Full-text copies of the Plan and Disclosure Statement dated
August 23, 2009, are available for free at:

        * http://bankrupt.com/misc/HawTel_Aug23DS.pdf
        * http://bankrupt.com/misc/HawTel_Aug23Plan.pdf

Blacklined versions of the Plan and Disclosure Statement dated
August 23, 2009, are available for free at:

    * http://bankrupt.com/misc/HawTel_Aug23DS_blacklined.pdf
    * http://bankrupt.com/misc/HawTel_Aug23Plan_blacklined.pdf

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAYES LEMMERZ: Wants to Pay Over $10MM in Bonuses to Executives
---------------------------------------------------------------
David Shepardson at Detroit News Washington Bureau reports that
Hayes Lemmerz International Inc. is seeking permission to pay more
than $10 million in bonuses, including as much as $6.7 million to
its top five execs.

Detroit News states that Hayes Lemmerz cut its top executive ranks
from 12 to five, saving $5 million a year.

According to Detroit News, Hayes Lemmerz also proposed canceling
its retiree health and life insurance coverage for households
covering 2,200 families, a move that could save the Company some
$140 million.

Detroit News relates that Hayes Lemmerz has proposed creating the
Voluntary Employee Beneficiary Association, which would let
retirees who are ineligible for Medicare to keep coverage at a
cost of $900 to $2,100 per month.  Hayes Lemmerz, says the report,
would contribute as much as $4.8 million over four years to cancel
its accrued liability of $147.5 million.

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

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

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

Hayes Lemmerz and its direct and indirect domestic subsidiaries
and one subsidiary in Mexico first filed for bankruptcy in
December 2001 before the U.S. Bankruptcy Court for the District of
Delaware.  The Chapter 11 filings were precipitated by declining
market conditions and the Company's excessive debt burdens,
according to Mr. Clawson, who also served as chairman and chief
executive officer at that time.  The Court confirmed the Company's
reorganization plan in May 2003, allowing the Company to exit
bankruptcy in June 2003.  In accordance with the 2003 Plan,
approximately $2.1 billion in pre-petition debt and other
liabilities were discharged.  The Plan provided for holders of
prepetition secured claims to receive $478.5 million in cash and
53.1% of the reorganized company common stock.  Holders of senior
note claims were to receive $13 million in cash and 44.9% of the
New Common Stock, and holders of general unsecured claims were to
receive 2% of the New Common Stock.  Hayes Lemmerz' prior common
stock and securities were cancelled as of June 3, 2003.


HCA INC: Bank Debt Trades at 6% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which HCA, Inc., is a
borrower traded in the secondary market at 93.91 cents-on-the-
dollar during the week ended Friday, Aug. 28, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.83 percentage
points from the previous week, The Journal relates.  The loan
matures on Nov. 6, 2013.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ba3 rating and Standard & Poor's BB rating.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Aug. 28, among the
140 loans with five or more bids.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

As reported by the TCR on August 4, 2009, Moody's Investors
Service assigned a 'Ba3' (LGD3, 32%) rating to HCA Inc.'s proposed
offering of $750 million of first lien senior secured notes.
Moody's also affirmed the existing ratings of HCA, including the
'B2' Corporate Family and Probability of Default Ratings.  The
outlook for the ratings is stable.


HELEN ZAMBA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Helen Zamba
                6225 Park Street
                Las Vegas, NV 89149
               Dennis S Zamba
                9791 Overlook Ridge
                Las Vegas, NV 89148

Bankruptcy Case No.: 09-25839

Chapter 11 Petition Date: August 27, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtors' Counsel: Charles T. Wright, Esq.
                  Piet & Wright
                  3130 S. Rainbow Blvd., Ste. 304
                  Las Vegas, NV 89146
                  Tel: (702) 566-1212
                  Fax: (702) 566-4833
                  Email: todd.wright@pietwright.com

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

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

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

            http://bankrupt.com/misc/nvb09-25839.pdf

The petition was signed by the Joint Debtors.


HIGHLANDS ACQUISITION: Confirms Intention to Liquidate
------------------------------------------------------
Highlands Acquisition Corp. said August 28 that, since it will be
unable to complete a business combination by October 3, 2009, the
date upon which its existence will terminate in accordance with
its certificate of incorporation, the Company intends to send a
letter to the Secretary of State of the State of Delaware
confirming that the Company intends to dissolve on October 3,
2009.  As a consequence, the Company will proceed with its
dissolution and liquidation.

Highlands Acquisition was incorporated in Delaware on April 26,
2007 for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
other similar business combination with one or more operating
businesses.

At June 30, 2009, the Company's operations have been limited to
organizational activities, activities relating to its initial
public offering.  The Company has not engaged in any operations or
generated any revenues -- other than interest income earned on its
trust account.

On October 9, 2007, the Company sold 12,000,000 units in an
initial public offering at a price of $10 per unit.  The Offering
generated net proceeds of approximately $114,600,000, which,
together with $3,450,000 in deferred underwriters discounts and
commissions, was placed in a trust account.

At June 30, 2009, the Company's Trust Account balance of
approximately $136,300,000 was invested in the Morgan Stanley
Institutional Liquidity Funds -- Government Portfolio (stock
symbol: MVRXX).  Based upon information provided by Morgan
Stanley, (i) the Government Portfolio seeks to maintain a stable
net asset value of $1.00 per share by investing exclusively in
obligations of the U.S. Government and its agencies and
instrumentalities and in repurchase agreements collateralized by
such securities; (ii) at June 30, 2009, 67.3% of the portfolio was
invested in U.S. Government Agency Securities and 32.7% of the
portfolio was invested in repurchase agreements collateralized by
U.S. Government and Agency securities; and (iii) as of July 27,
2009, the one day yield was 0.13%, and the weighted average
maturity was 25 days.  The placing of funds in the Trust Account
may not protect those funds from third party claims against the
Company, the Company said in its Form 10-Q filed with the
Securities and Exchange Commission on August 4, 2009.

A copy of the Company second quarter report on Form 10-Q is
available for free at:

              http://researcharchives.com/t/s?437f

                    About Highlands Acquisition

Highlands Acquisition Corp. (NYSE Amex: HIA.U, HIA, and
HIA.WS) is a blank check company formed for the purpose of
effecting a merger, capital stock exchange, stock purchase, asset
acquisition or other similar business combination with one or more
operating businesses.

The Company had assets of $137,489,255 against debts of $4,424,244
as of June 30, 2009.


HTG REAL PROPERTY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: HTG Real Property Management Inc.
        24165 W. IH 10 Suite 217-408
        San Antonio, TX 78257

Case No.: 09-53282

Chapter 11 Petition Date: August 27, 2009

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Chief Bkptcy Judge Ronald B. King

Debtor's Counsel: Steven G. Cennamo, Esq.
                  2929 Mossrock, Suite 117
                  San Antonio, TX 78230
                  Tel: (210) 979-9299
                  Fax: (210) 342-3633
                  Email: scenn@sbcglobal.net

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

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

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


HYTHIAM INC: Receives NASDAQ Staff Determination
------------------------------------------------
Hythiam, Inc., on August 28, 2009, received a letter from the
Nasdaq Stock Market notifying the Company that, based upon the
Company's non-compliance with the $10 million stockholders'
equity requirement set forth in NASDAQ Listing Rule 5450(b) as of
August 27, 2009, the Company's securities were subject to
delisting from The NASDAQ Global Market unless the Company
requests a hearing before the NASDAQ Listing Qualifications Panel.
For the period ended June 30, 2009 and as reported in the
Company's quarterly form 10Q filing, the Company's stockholders'
equity was $2,026,000.

On or before 4 P.M. Eastern Time on September 4, 2009, the Company
plans to request a hearing before the NASDAQ Panel, which will
stay any action with respect to the Staff Determination until the
NASDAQ Panel renders a decision subsequent to the hearing.  The
Company is working towards completing contracts with third party
payors in the near future.  "With this validation of our business
model, we are hopeful that we can demonstrate an overall plan to
regain compliance with NASDAQ requirements.  There can be no
assurance that the Company will be able to do so, or that the
NASDAQ Panel will grant the Company's request for continued
listing," the Company said.

On May 14, 2009, the Company received notice from NASDAQ that its
stockholders' equity was below the minimum requirement for
continued listing on The NASDAQ Global Market.  Pursuant to the
Listing Rules, the Company requested and was granted an extension
of 105 days, through August 27, 2009, to regain compliance with
that requirement.  The Company did not regain compliance by
August 27, 2009, which resulted in the subsequent issuance of the
Staff Determination.

                           About Hythiam

Hythiam, Inc. -- http://www.hythiam.com/-- provides, through its
Catasys(TM) offering, behavioral health management services to
health plans, employers and unions through a network of licensed
and company managed healthcare providers.


IDEARC INC: Bank Debt Trades at 51% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Idearc, Inc., is a
borrower traded in the secondary market at 48.56 cents-on-the-
dollar during the week ended Friday, Aug. 28, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.81 percentage
points from the previous week, The Journal relates.  The loan
matures on Nov. 17, 2014.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  Moody's has withdrawn its
rating while Standard & Poor's has assigned a default rating on
the bank debt.  The debt is one of the biggest gainers and losers
among widely quoted syndicated loans in secondary trading in the
week ended Aug. 28, among the 140 loans with five or more bids.

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- formerly known as Directories
Disposition Corporation, provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, their information directory for wireless
subscribers.   Idearc is the exclusive official publisher of
Verizon print directories in the markets in which Verizon is
currently the incumbent local exchange carrier.  Idearc uses the
Verizon brand on their print directories in their incumbent
markets, well as in their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  Toby L.
Gerber, Esq., at Fulbright & Jaworski, LLP, represents the Debtors
in their restructuring efforts.  The Debtors have tapped Moelis &
Company as their investment banker; Kurtzman Carson Consultants
LLC as their claims agent.  William T. Neary, the United States
Trustee for Region 6, appointed six creditors to serve on an
official committee of unsecured creditors of Idearc, Inc., and its
debtor-affiliates.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.  The Debtors' financial condition as of Dec. 31, 2008,
showed total assets of $1,815,000,000 and total debts of
$9,515,000,000.


INTEGRATED HEALTHCARE: June 30 Balance Sheet Upside-Down by $43MM
-----------------------------------------------------------------
Integrated Healthcare Holdings, Inc.'s balance sheet at June 30,
2009, showed total assets of $140.41 million and total liabilities
of $184.26 million, resulting in a stockholders' deficit of
$43.84 million.

For three months ended June 30, 2009, the Company reported a net
income attributable to the Company of $1.14 million compared with
a net loss of $2.77 million for the same period in 2008.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that as of
June 30, 2009, it has a working capital deficit of $92.00 million
and accumulated total deficiency of $43.80 million.

The Company's $50.00 million revolving credit agreement provides
estimated liquidity as of June 30, 2009, of $33.00 million based
on eligible receivables.  However, due to significant delays in
funding of advance requests by the affiliates of Medical Capital
Corporation, namely Medical Provider Financial Corporation I,
Provider Financial Corporation II, and Medical Provider Financial
Corporation III as of June 30, 2009, the lender had collected and
retained $11.90 million in excess of the amounts due to it under
the $50.00 million revolving credit agreement.  As of June 30,
2009, the unfulfilled advance requests aggregated approximately
$34.20 million.

The Company relies on the revolving line of credit for funding its
operations, and any significant disruption in the funding could
have a material adverse effect on the Company's ability to
continue as a going concern.

At June 30, 2009, the Company was in compliance with all
covenants, as amended.  However, given the history of non-
compliance and high unlikelihood of compliance in fiscal year
2010, the Company's noncurrent debt of $81.00 million will
continue to be classified as current in the accompanying unaudited
condensed consolidated balance sheet as of June 30, 2009.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4357

Based in Santa Ana, California, Integrated Healthcare Holdings
Inc. (OTC BB: IHCH) is a partially physician-owned management
company that operates the following four hospital facilities in
Orange County, California: 282-bed Western Medical Center in Santa
Ana; 188-bed Western Medical Center in Anaheim; 178-bed Coastal
Communities Hospital in Santa Ana; and 114-bed Chapman Medical
Center in Orange.


INTERLAKE HANDLING: Declares Ch 11 Plan Effective as of August 24
-----------------------------------------------------------------
Interlake Material Handling, Inc. filed on August 26, 2009, with
the U.S. Bankruptcy Court for the District of Delaware a notice
that the effective date of its confirmed second amended
liquidating Chapter 11 plan occurred on August 24, 2009.

As reported in the TCR on August 18, 2009, the Bankruptcy Court e
confirmed on August 11, 2009, the Debtors' second amended
liquidating Chapter 11 plan.

The Plan calls for unsecured creditors with $60 million in claims
to split up $350,000 cash and whatever is recovered from lawsuits
in the future.

Interlake Material has sold its business for $30 million to
Mecalux SA, Spain's largest maker of warehouse equipment.

A full-text copy of the Debtors' second amended chapter 11
liquidating plan is available for free at:

http://bankrupt.com/misc/interlake.2ndamendedliquidatingplan.pdf

Pursuant to Section 3.1(a) of the Plan, all holders of
administrative claims (other than a fee claim) (i) against UFC
Interlake Holding Co., United Fixtures, Interlake, or Conco-
Tellus, Inc. which arose between April 1, 2009, and August 24,
2009 or (ii) against J&D Company, LLC which arose between June 25,
2009, and August 24, 2009, must file with the Bankruptcy court and
serve on the Debtors and their counsel a motion or request for the
payment of such administrative claim before October 8, 2009.

Pursuant to Section 3.1(b) of the Plan, each professional person
who holds or asserts an administrative claim that is a fee claim
incurred before the Effective Date must file and serve a fee
application by no later than October 23, 2009.

                     About Interlake Material

Headquartered in Naperville, Illinois, Interlake Material
Handling, Inc. -- http://www.interlake.com/-- makes steel storage
racks in the United States.  The Company, United Fixtures Company,
Inc., UFC Interlake Holding Co., and Conco-Tellus, Inc. filed
for Chapter 11 relief on January 5, 2009, with the U.S. Bankruptcy
Court for the District of Delaware.  On May 30, 2009, J&D Company,
LLC, a wholly owned subsidiary of United Fixtures Company, Inc.,
filed for Chapter 11 protection with the same Court.  The original
Debtors' cases together with J&D's Chapter 11 case are being
jointly administered under Case No. 09-11751.

Winston & Strawn LLP represents the Debtors in their restructuring
efforts.  Young, Conaway, Stargatt & Taylor LLP is the Debtors'
local counsel.  Lake Pointe Partners, LLC, is the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC is the claims
agent for the Debtors.  Lowenstein Sandler PC represents the
official committee of unsecured creditors as counsel.  Stevens &
Lee, P.C., represents the Committee as Delaware counsel.

When the original Debtors filed for protection from their
creditors, they listed between $50 million and $100 million in
assets, and between $100 million and $500 million in debts.  In
its petition, J&D listed between $1 million and $10 million each
in assets and debts.

The original Debtors sold their business for $30 million to
Mecalux SA, Spain's largest maker of warehouse equipment.  The
sale closed on March 9, 2009.


ISLE OF CAPRI: Bank Debt Trades at 7% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Isle of Capri
Casinos, Inc., is a borrower traded in the secondary market at
93.11 cents-on-the-dollar during the week ended on August 28,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.68 percentage points from the previous week, The Journal
relates.  The loan matures on December 19, 2013.  The Company pays
175 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's B1 rating and Standard & Poor's B+
rating.  The debt is one of the biggest gainers and losers among
widely quoted syndicated loans in secondary trading in the week
ended August 28, among the 140 loans with five or more bids.

Isle of Capri Casinos, Inc., located in Saint Louis, Missourri,
owns and operates 18 casino properties throughout the U.S.  The
company also has international gaming interests in the Grand
Bahamas and England.  Net revenue for the 12-month period ended
October 26, 2008, was about $1.1 billion.

Standard & Poor's Ratings Services previously said that it 'B'
rating and negative outlook were not affected by the June 10, 2009
earnings announcement by Isle of Capri Casinos.  Isle of Capri
announced fourth-quarter and fiscal- year-end 2009 results (Isle's
fiscal year ends in April), which incorporated lower rates of
decline than S&P previously expected.


JOSEPH UVINO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Joseph F. Uvino
               Wendy M. Uvino
               50 East 89th Street, Apt 22F
               New York, NY 10128

Bankruptcy Case No.: 09-15225

Chapter 11 Petition Date: August 27, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtors' Counsel: Avrum J. Rosen, Esq.
                  The Law Offices of Avrum J. Rosen, PLLC
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536
                  Email: ajrlaw@aol.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/nysb09-15225.pdf

The petition was signed by the Joint Debtors.


KEARNEY CONSTRUCTION: Sued Pasco County Before Filing for Bankr.
----------------------------------------------------------------
Jodie Tillman at St. Petersburg Times reports that prior to
Kearney Construction o. LLC's Chapter 11 bankruptcy filing, the
Company had sued Pasco County over its dismissal from a
$5.3 million utility work on U.S. 41.

According to St. Petersburg Times, Kearney Construction, which is
seeking unspecified monetary damages, makes six claims, including
wrongful termination and fraudulent misrepresentation.

The report states that Kearney Construction has suffered from
postponed and canceled projects, including the delayed Cypress
Creek Town Center in Wesley Chapel.

Citing county officials, St. Petersburg Times relates that Kearney
Construction workers damaged a reclaimed water line multiple
times, incorrectly installed new pipelines so that they were prone
to leaks, and had gotten at least six weeks behind schedule,
risking delays to the road work.

Kearney Construction said in court documents that the delays are
the fault of Pasco County and the county-paid project engineer,
Parsons Water and Infrastructure, which is also named as a
defendant.

According to court documents, Kearney Construction said that Pasco
provided incomplete drawings of the locations of existing
utilities, rejected acceptable piping installation, and failed to
provide timely responses to the Company's almost 50 questions
seeking clarification.  Kearney Construction stated, "This case
involves Pasco County and its co-conspirator Parsons' attempt to
find a scapegoat for its political and public blunders.  From the
beginning, Pasco County knew that the delay of (the) project would
be publicly and politically embarrassing to Pasco County and the
state of Florida."  The utility work was "doomed from inception
from being completed on time," the Company said in court
documents.

Peter Porebski, Pasco's utility program administrator, said that
drawings showed a relatively small portion of an existing water
main -- about 300 feet, as compared to the entire 31,000-foot-long
pipeline project -- a couple of feet from where it actually lies,
but Kearney Construction could have worked around it, possibly
even chosen to ask the county for reimbursement for the additional
work required, but it did not, St. Petersburg Times relates.

Florida-based 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.

The Company filed for Chapter 11 bankruptcy protection on
August 26, 2009 (Bank. M.D. Fla. Case No. 09-18848).  Kearney
Construction Company, Inc.; AVT Equipment, LLC; Florida Equipment
Co., LLC; Florida Equipment Co., LLC; and Florida Trucking
Company, Inc., also filed for bankruptcy.  Stephen R. Leslie,
Esq., at Stichter, Riedel, Blain & Prosser assists in Kearney
Construction's restructuring efforts.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


KNOLOGY INC: Moody's Upgrades Corporate Family Rating to 'B1'
-------------------------------------------------------------
Moody's Investors Service upgraded Knology Inc.'s Corporate Family
Rating to B1 from B2, its Probability of Default Rating to B2 from
B3 and its senior secured bank debt ratings to B1 from B2.  The
speculative grade liquidity rating remains unchanged at SGL-2.
The rating outlook was revised to stable from positive.

Upgrades:

Issuer: Knology, Inc.

  -- Corporate Family Rating, Upgraded to B1 from B2

  -- Probability of Default Rating, Upgraded to B2 from B3

  -- Senior Secured Bank Credit Facility Ratings, Upgraded to B1
     (LGD3, 33%) from B2 (LGD3, 33%)

Outlook Actions:

Issuer: Knology, Inc.

  -- Outlook, Changed To Stable From Positive

"The upgrades reflect steady improvement in Knology's key credit
metrics, which Moody's expect to continue strengthening over the
forward rating horizon," noted Moody's Senior Vice President
Russell Solomon.  The actions are supported by projected top-line
growth in the low-to-mid single-digit range, healthy free cash
flow generation and further corresponding debt reduction.
Knology's financial leverage (as measured by debt-to-EBITDA,
incorporating Moody's standard adjustments) at 6/30/2009 was 4.5x
and has declined about one-half of one turn for each of the last
two years.  Moody's expects leverage to decline further to around
4.0x by the end of 2010, owing to continued earnings improvement
and, "notably," according to Solomon, "the excess cash flow sweep
encompassed in the credit agreement's governing financial
covenants."

The upgrades take into account Knology's demonstrated ability to
generate strong and growing operating cash flows, which enhances
the company's financial flexibility to pursue opportunistic
investments.  As a result of steady cash flow generation, free
cash flow as a percentage of debt advanced from 5.2% at 12/31/2008
to 7.6% at 6/30/2009.  The upgrades also consider Knology's good
operating performance as evidenced by consistent positive quarter-
over-quarter revenue growth, notwithstanding pressure at the unit
level during the recently completed second quarter.  The B1 CFR
factors Moody's expectations of an ongoing conservative
acquisition strategy in view of the company's historical track
record of using acquisitions as a growth vehicle.

Knology's ratings continue to broadly reflect the company's
relatively small size, moderately high financial leverage and
competition from much larger cable operators and direct broadcast
satellite service providers that are generally more (and often
much more) creditworthy and subsequently have better access to
financial capital and other operational resources.  The company's
ratings also continue to be somewhat constrained by the risks
inherent to its business model as an overbuilder, although over
time this risk will continue to be partially mitigated if further
share and penetration gains are realized.  The ratings are
supported by the improving financial profile, nonetheless, and
good underlying value ascribed to the company's assets which
remain poised to continue growing as edge-out and fill-in markets
are built out and further penetration of commercial business is
realized.

The SGL-2 liquidity rating reflects Knology's good liquidity
position as expected for the next twelve months.  Internal sources
of cash include Knology's sizeable balance sheet cash and
equivalents of approximately $68 million at 6/30/09 and projected
free cash flow of at least $35 million over the next four
quarters.  External liquidity is bolstered by the company's unused
$25 million senior secured revolving credit facility maturing in
2012.  The company has sufficient cushion under its bank covenants
and is expected to remain covenant compliant over the next twelve
months.

Moody's last rating action for Knology was on September 16, 2008
when the company's CFR was affirmed at B2 and its rating outlook
was changed to positive from stable.

Knology, Inc., is a provider of video, Internet and telephony
services via its broadband network.  The company also provides
traditional telephony services through its incumbent local
exchange carrier subsidiary.  The company maintains its
headquarters in West Point, Georgia.  Knology had revenues of
$419 million for the last twelve months ended June 30, 2009.


LAS VEGAS SANDS: Bank Debt Trades at 22% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 77.72 cents-
on-the-dollar during the week ended Friday, Aug. 28, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.03
percentage points from the previous week, The Journal relates.
The loan matures on May 1, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 28,
among the 140 loans with five or more bids.

Meanwhile, participations in a syndicated loan under which
Venetian Macau US Finance Co. LLC is a borrower traded in the
secondary market at 90.30 cents-on-the-dollar during the week
ended Friday, Aug. 28, 2009, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  This
represents an increase of 1.65 percentage points from the previous
week, The Journal relates.  The loan matures on May 25, 2013.  The
Company pays 225 basis points above LIBOR to borrow under the
facility.  The bank debt carries Moody's B3 rating and Standard &
Poor's B- rating.  The debt is one of the biggest gainers and
losers among widely quoted syndicated loans in secondary trading
in the week ended Aug. 28, among the 140 loans with five or more
bids.

Venetian Macau is a wholly owned subsidiary of Las Vegas Sands.
VML owns the Sands Macau in the People's Republic of China Special
Administrative Region of Macau and is also developing additional
casino hotel resort properties in Macau.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
has placed Las Vegas Sands, Corp.'s ratings, including its B3
Corporate Family Rating, on review for possible downgrade.  The
review for possible downgrade reflects LVSC's weak fiscal 2009
second quarter operating results and Moody's heightened concern
regarding the company's ability to maintain an adequate liquidity
profile, reduce leverage, and remain in compliance with its
financial covenants.


LCG MARICOPA: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: LCG Maricopa, L.L.C.
        2 Henry Adams Street, Suite 450
        San Francisco, CA 94103

Bankruptcy Case No.: 09-20903

Chapter 11 Petition Date: August 27, 2009

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Michael W. Carmel, Esq.
                  Michael W. Carmel, Ltd.
                  80 E. Columbus Ave
                  Phoenix, AZ 85012-4965
                  Tel: (602) 264-4965
                  Fax: (602) 277-0144
                  Email: michael@mcarmellaw.com

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

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

According to the schedules, the Company has assets of at least
$2,002,000, and total debts of $10,681,625.

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/azb09-20903.pdf

The petition was signed by Bill Poland.


LEAP WIRELESS: Bank Debt Trades at 100.96 Cents on Dollar
---------------------------------------------------------
Participations in a syndicated loan under which Leap Wireless
International Inc. is a borrower traded in the secondary market at
100.96 cents-on-the-dollar during the week ended Friday, Aug. 28,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.53 percentage points from the previous week, The Journal
relates.  The loan matures on June 6, 2013.  Leap Wireless pays
interest at 225 points above LIBOR.  The bank loan carries Moody's
Ba2 rating and Standard & Poor's B+ rating.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Aug. 28, among the
140 loans with five or more bids.

Based in San Diego, Leap Wireless International Inc. (Nasdaq:
LEAP) --http://www.leapwireless.com/-- provides innovative, high-
value wireless services.  With the value of unlimited wireless
services as the foundation of its business, Leap pioneered its
Cricket(R) service.  The company and its joint ventures now
operate in 29 states and hold licenses in 35 of the top 50 U.S.
markets.  Through its affordable, flat-rate service plans, Cricket
offers customers a choice of unlimited voice, text, data and
mobile Web services.

                        About Leap Wireless

Leap Wireless International, Inc. (NASDAQ: LEAP) --
http://www.leapwireless.com/-- provides wireless services in 29
states and holds licenses in 35 of the top 50 U.S. markets.
Cricket offers customers a choice of unlimited voice, text, data
and mobile Web services.

As of June 30, 2009, the Company had $5.42 billion in total
assets; and $3.55 billion in total liabilities and $77.8 million
in redeemable non-controlling interests; resulting in
$1.79 billion in stockholders' equity.  As of June 30, 2009, the
Company had $323.9 million in accumulated deficit.

                           *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.


LEHMAN BROTHERS: APS Capital Offers 16% to 38% of Face for Claims
-----------------------------------------------------------------
APS Capital Corporation is offering to purchase unsecured claims
against certain Lehman Brothers subsidiaries and affiliates:

    Lehman Entity               Price Offered
    -------------               -------------
    LB Special Financing         36% to 48%
    LB International (Europe)    16% to 26%
    LB Commodity Services        29% to 38%

APS notes that actual prices are determined by the size of the
claim, the portfolio and whether or not there is a guarantee.  APS
says it is interested in buying claims against other subsidiaries,
and bond pricing can be quoted separately.  For more information,
contact:

        Derik A. Polay
        Vice President
        APS Capital Corporation
        (303) 993-4022 Direct
        (303) 888-9777 Mobile
        dpolay@aps-capital.com


LEHMAN BROTHERS: European Administrator May File $100-Bil. Claim
----------------------------------------------------------------
PricewaterhouseCoopers LLP, the administrator of Lehman Brothers'
European units, may claim as much as $100 billion against New
York-based former parent Lehman Brothers Holdings Inc., according
to reporting by Kevin Crowley at Bloomberg.  "A significant number
of claims arise as a result of guarantees issued by the parent
company to its subsidiaries globally," PwC said in an e-mailed
statement.  "These claims are exceptionally complex and we
anticipate a large amount of further work in dealing with these
claims."

According to Bloomberg, clients of Lehman's European division
including MKM Longboat Capital Advisors LLP and GLG Partners Inc.
were among 700 hedge funds and investment companies that lost
control of assets when Lehman filed for the biggest bankruptcy in
history last year.

The U.S. Bankruptcy Court for the Southern District of New York
has set a Sept. 22 deadline for all claims against LBHI and its
affiliated debtors.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEHMAN BROTHERS: Ex-Chief Operating Officer Files $233MM Claim
--------------------------------------------------------------
Joseph Gregory, former president and chief operating officer of
Lehman Brothers Holdings Inc., has filed a claim for $233 million
for unpaid equity awards, including stock options and stock units
he was entitled to.

According to the filing with the U.S. Bankruptcy Court for the
Southern District of New York Mr. Gregory said when he filed Claim
Nos. 7388 and 7389 he's owed more than a decade's worth of
deferred stock and options grants.

The Bankruptcy Court has set a Sept. 22 deadline for all claims
against LBHI and its affiliated debtors.

Other parties that have filed large claims in August are:

   Claim No.    Claimant                    Claim Amount
   ---------    --------                    ------------
     7333       BERNER KANTONALBANK AG       $90,252,136
     8468       CITADEL EQUITY FUND LTD.     $47,478,600
     6949       CREDIT PROTECTION TRUST      $43,830,089
     6948       CREDIT PROTECTION TRUST      $43,830,089
     8468       CREDIT SUISSE LOAN FUNDING  $423,036,453
     8161       CYRUS OPPORTUNITIES MASTER
                   FUND II, LTD.             $48,421,592
     8160       CYRUS OPPORTUNITIES MASTER
                   FUND II, LTD.             $48,421,592
     7488       EUROPEAN BANK FOR
                   RECONSTRUCTION AND DEVE   $71,005,000
     7487       EUROPEAN BANK FOR
                   RECONSTRUCTION AND DEVE   $71,005,000
     8653       NORTHSTAR REAL ESTATE
                   SECURITIES OPPORTU        $49,911,385
     8652       NORTHSTAR REAL ESTATE
                   SECURITIES OPPORTU        $49,911,385

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEIGH COAL: Gets Court OK to Borrow $3.5MM to Continue Operations
-----------------------------------------------------------------
Kent Jackson at Standard Speaker reports that The Hon. John J.
Thomas of U.S. Bankruptcy Court for the Middle District of
Pennsylvania has granted Lehigh Coal and Navigation Co. permission
to borrow $3.5 million from BET Associates IV, LLC, to continue
operating while in bankruptcy.

Creditors had tried to block the loan, but Judge Thomas ruled that
"an immediate and critical need exists" for Lehigh Coal to secure
funds, as the Company's ability to continue its business and
reorganize under Chapter 11 bankruptcy depends on the financing,
Standard Speaker says.

Citing Judge Thomas, Standard Speaker relates that BET Associates
will have first priority of repayment, and the best interests of
Leigh Coal's estate are served by allowing the financing.  The
report states that Lehigh Coal has equity in its assets.  Leigh
Coal, says the report, granted a lien of its mineral rights and
agreed to make monthly payments to the U.S. Department of
Agriculture.

Pottsville, Pennsylvania-based Lehigh Coal & Navigation Co. --
http://www.lcncoal.com/-- has been mining anthracite coal since
the late 1700s, with 8,000 acres of coal-producing properties.
Creditors filed an involuntary Chapter 11 petition against the
Company on July 15, 2008 (Bankr. M.D. Penn. Case No. 08-51957).
The involuntary filing was the third filed against the Company in
less than four years.  Jeffrey Kurtzman, Esq., at Klehr, Harrison,
Harvey, Branzburg and Ellers, LLP, represents the petitioners.

The Debtor consented to being in Chapter 11 in August 2008.


LEXINGTON PRECISION: Net Loss Widens to $3.2MM for June 30 Quarter
------------------------------------------------------------------
Lexington Precision Corporation posted wider net loss of
$3,203,000 for the three months ended June 30, 2009, from a net
loss of $1,940,000 for the same period a year ago.  It posted a
net loss of $6,630,000 for the six months ended June 30, 2009,
from a net loss of $3,402,000 for the same period a year ago.

The Company recorded net sales of $15,377,000 for the three months
ended June 30, 2009, from $20,000,000 in the prior year.  The
Company recorded net sales of $29,542,000 for the six months ended
June 30, 2009, from $41,352,000 in the prior year.

As of June 30, 2009, the Company had $47,367,000 in total assets,
and total current liabilities of $43,062,000, liabilities subject
to compromise of $56,812,000, and other long-term liabilities of
$468,000, resulting in stockholders' deficit of $52,975,000.   

The Company filed its quarterly report on August 20, three days
after informing the Securities and Exchange Commission it would
not be able to file its June 30 Quarterly Report within the
prescribed time period due to the additional demands placed on its
accounting professionals because its bankruptcy filing.

A full-text copy of the Quarterly Report is available at no charge
at http://ResearchArchives.com/t/s?435b

                    Closure of Vienna Facility

During the last six months of 2008, Lexington experienced a
dramatic downturn in sales of components used in automotive
original equipment, which resulted in operating losses at
Lexington's connector-seal facility in Vienna, Ohio.  Because of
the losses and because Lexington did not believe that it would be
possible to return this facility to an adequate level of
profitability in the foreseeable future, during the first quarter
of 2009, Lexington decided to close this facility and move the
production to its other rubber molding facilities.  The shutdown
of the Vienna facility was substantially completed on July 31,
2009.

Lexington said the estimated cost to restructure the connector-
seal business, including the cost to move the production at this
facility to its other rubber molding facilities, will total
approximately $636,000, which consists of (1) $392,000 for
employee related expenses, including, special incentive
compensation, severance, and other costs, (2) $159,000 for start-
up expenses at the new manufacturing locations, and (3) $85,000
for moving and installation of manufacturing equipment.  During
the three-month period ended June 30, 2009, Lexington expensed
$363,000 of restructuring expenses, of which $338,000 was included
in cost of sales and $25,000 was included in selling and
administrative expenses in Lexington's consolidated statements of
operations.

At June 30, 2009, Lexington had accrued $80,000 on its
consolidated balance sheet for severance awards and termination
benefits granted to employees of the Vienna, Ohio, facility.  The
accrued benefits are scheduled to be paid out during the third
quarter of 2009.  Although there can be no assurance, Lexington
currently believes, based on independent appraisals, that it
should be able to sell the Vienna, Ohio, manufacturing facility
and certain manufacturing equipment that it is not planning to
move to its other rubber molding facilities, at an amount that
will be in excess of the carrying value of the assets.

In December 2008, Lexington filed an amended plan of
reorganization that, if confirmed, would provide for these
distributions:

     -- The senior, secured credit facility would be repaid in
        full in cash;

     -- Each holder of a general unsecured claim, other than
        holders of Senior Subordinated Notes and the Junior
        Subordinated Note, would receive an initial cash payment
        equal to 10% of their claim and nine additional cash
        payments, each equal to 10.75% of their claim, payable
        quarterly, commencing three months after the effective
        date of the Amended Plan;

     -- Each holder of a Senior Subordinated Note claim would
        receive shares of new Series C Preferred Stock with an
        aggregate liquidation preference equal to their claim,
        increasing at the rate of 6% per annum, and convertible
        into common stock at $4.46 per share; and

     -- Each holder of a Junior Subordinated Note claim and a
        Series B Preferred Stock interest would receive new shares
        of common stock with a value equal to their claim or
        interest.

If the Amended Plan had become effective on June 30, 2009,
$51,206,000 of its liabilities would have been converted into
equity securities.

Lexington requires financing to consummate the Amended Plan.
Lexington cannot assure that the Amended Plan will be confirmed or
that it will be able to obtain the financing.  The Amended Plan
may be further amended.  If the Amended Plan is not confirmed by
the Bankruptcy Court, it is unclear what holders of claims or
equity interests would ultimately receive with respect to their
claims or interests.

Including liabilities classified as subject to compromise,
Lexington had a net working capital deficit of $78,921,000 at
June 30, 2009, compared to a net working capital deficit of
$73,922,000 at December 31, 2008.

On June 30 and August 14, 2009, Lexington's cash on hand totaled
$3,579,000 and $2,950,000, respectively.  Although there can be no
assurance, Lexington currently believes, based on its most recent
financial projections, that it has adequate liquidity to operate
during the chapter 11 proceedings.

                     About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufactures tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of February 29, 2008, the Company
employed about 651 regular and 22 temporary personnel.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.


LITHIUM TECHNOLOGY: Posts $6.4MM Net Loss for 2008
--------------------------------------------------
Lithium Technology Corporation filed with the Securities and
Exchange Commission an amendment to its Annual Report on Form 10-K
for the year ended December 31, 2008.

Lithium Technology, from January to December 2008, raised
approximately $6.8 million in debt financing transactions and
approximately $500,000 through the exercise by a holder of
40 million outstanding warrants.   Lithium Technology is
continuing to seek other financing initiatives, needing to raise
additional capital to meet working capital needs, for the
repayment of debt and for capital expenditures.

Lithium Technology believes if it raises approximately $7 million
in debt and equity financings, it would have sufficient funds to
meet its needs for working capital, repayment of debt and for
capital expenditures over the next 12 months and to meet expansion
plans.  With the funds the Company will be able to expand the
production capacity to approximately 20MWh per annum and to expand
battery assembly activities in both the U.S. and in Europe.  After
these investments, the existing production facility in Nordhausen
will not be able to expand even further.  If after that the
Company would like to extend the production capacity substantially
it will need substantially more new capital to build this new
facility.  The ultimate location will depend on the regional
market needs.

"No assurance can be given that we will be successful in
completing any financings at the minimum level necessary to fund
our capital equipment, debt repayment or working capital
requirements, or at all.  If we are unsuccessful in completing
these financings, we will not be able to meet our working capital,
debt repayment or capital equipment needs or execute our business
plan.  In such case we will assess all available alternatives
including a sale of our assets or merger, the suspension of
operations and possibly liquidation, auction, bankruptcy, or other
measures," Lithium Technology said.

Lithium Technology noted that since inception, it has incurred
substantial operating losses and expect to incur additional
operating losses over the next few years.  As of December 31,
2008, Lithium Technology had an accumulated deficit of
approximately $137,000,000.  It has financed operations since
inception primarily through equity financings, loans from
shareholders and other related parties, loans from silent partners
and bank borrowings secured by assets.

The June 11, 2009 audit report of Amper, Politziner & Mattia LLP,
in Edison, New Jersey, raised substantial doubt about the
Company's ability to continue as a going concern.

The Company posted a net loss of $6,414,000 for the year ended
December 31, 2008, from a net loss of $24,391,000 in 2007.

Revenues from product sales increased to $4,167,000 or 59% in the
year ended December 31, 2008 from $2,609,000 in the same period in
2007.

As of December 31, 2008, the Company had total assets of
$11,107,000, and total liabilities of $21,897,000, resulting in
stockholders deficit of $10,790,000.

A full-text copy of the Amended Annual Report is available at no
charge at http://ResearchArchives.com/t/s?4381

Based in Plymouth Meeting, Pennsylvania, Lithium Technology
Corporation is a global manufacturer and provider of rechargeable
energy storage solutions for diverse applications.  The Company
designs and builds a limited amount of large format, cylindrical
lithium-ion (Li-ion) rechargeable cells and engineers and builds
lithium-ion (Li-ion) rechargeable batteries complete with battery
management systems for use in transportation, military/national
security and stationary power markets.  LTC also manufactures its
own unique large format, cylindrical cells.

In its audit report dated June 11, 2009, Amper, Politziner &
Mattia LLP, in Edison, New Jersey, raised substantial doubt about
the Company's ability to continue as a going concern, noting that
the company has recurring losses from operations since inception
and has a working capital deficiency.


LOWE ENTERPRISES: Defaults on Two Secured Loans
-----------------------------------------------
The Los Angeles Times reports that Lowe Enterprises has received a
default notice from another major lender on Terranea Resort in
Rancho Palos Verdes and has stopped making mortgage payments on
its Sheraton Universal Hotel in Universal City.  According to the
report, Lowe completed the luxurious 582-room Terranea Resort in
June at a cost of $480 million.

According to Hotel Online, Corus Bank, a Chicago-based institution
the Federal Deposit Insurance Corp. has put up for bids reportedly
due next week, filed a notice of default earlier this month on its
$180 million loan to Terranea.  The notice was filed with Los
Angeles County just three days after the resort's secondary lender
-- led by Microsoft billionaire Bill Gates' Cascade Investment --
had made a similar filing Aug. 11 on its $110 million loan to the
project.

Lowe Enterprises in June opened Terranea (terra-NAY-a) Resort,
among the largest development projects to open in Los Angeles
County this year and its first true coastal resort.  The
Mediterranean-styled 582-room resort is set on 102-acres that span
the coastline atop the bluffs in Rancho Palos Verdes, a verdant
peninsula 20 miles south of Los Angeles International Airport.
"Ten years and $480 million in the making, Terranea is the
crowning achievement of our company," said Bob Lowe, chairman and
CEO of Los Angeles-based Lowe Enterprises, in June.

About 275 California hotels have received notices of default or
already faced foreclosure by their lenders, said consultant Alan
Reay, president of Atlas Hospitality Group, according to the L.A.
Times report.

                       About Lowe Enterprises

Lowe Enterprises is a leading national real estate investment,
development and management firm.  Headquartered in Los Angeles,
the firm maintains regional offices in Denver, Irvine, San
Francisco, Sacramento and Washington D.C. and project offices
nationwide.  Founded in 1972 by Chairman and CEO Robert J. Lowe,
the firm has an executive staff of 250 and a total employment of
over 7,500. Lowe is owned by a group of 47 employee shareholders.
Over the past 37 years, Lowe Enterprises has developed, acquired
or managed more than $16 billion of real estate assets.


LUXE LOFTS: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Luxe Lofts, LLC, has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the District of Nevada.

Las Vegas Review-Journal reports that Frank Hamadani, managing
member of Qualitect and developer of Luxe Lofts, estimated assets
of $1 million to $10 million and estimated liabilities of
$10 million to $50 million.  The report states that Luxe Lofts has
100 to 199 creditors.

According to Las Vegas Review-Journal, construction of the 83-unit
project began in 2006, with units priced from $400,000.  Las Vegas
Review-Journal says that Oakview Building Consensus was general
contractor for the project.

Luxe Lofts, LLC, is a stalled $38 million condominium project on
West Flamingo Road.


MAGUIRE PROPERTIES: JMB Fund, et al., Disclose 4.99% Equity Stake
-----------------------------------------------------------------
JMB Capital Partners Master Fund, L.P., Smithwood Advisers, L.P.,
Smithwood General Partner, LLC, Smithwood Partners, LLC and
Jonathan Brooks report the sale of the common stock, $0.01 par
value per share of Maguire Properties, Inc., by JMB Fund.  As a
result of the sales, JMB et al., ceased to be the beneficial
owners of at least 5% of the Common Stock.

As of August 26, 2009, JMB Fund is the registered owner of
2,398,200 shares of Common Stock.  By virtue of their investment
management authority, the Smithwood entities and Mr. Brooks may be
deemed to beneficially own those shares of Common Stock owned by
the Fund.  Based on 47,965,645 shares of Common Stock of the
Company currently outstanding, JMB Fund, the Smithwood entities
and Mr. Brooks are currently the beneficial owner of 4.99% of the
outstanding Common Stock.  They share the power to vote and
dispose of the 2,398,200 shares of Common Stock owned by the Fund.

As reported by the Troubled Company Reporter on August 12, 2009,
Maguire Properties may relinquish control of seven Southern
California buildings with $1.06 billion of debt and said it's not
planning on filing for bankruptcy.

In its second quarter 2009 report on Form 10-Q, the Company
warned, "We may not have the cash necessary to repay our debt as
it matures.  Therefore, failure to refinance or extend our debt as
it comes due, or a failure to satisfy the conditions and
requirements of such debt, could result in an event of default
that could potentially allow lenders to accelerate such debt.  If
our debt is accelerated, our assets may not be sufficient to repay
such debt in full, and our available cash flow may not be adequate
to maintain our current operations.  If we are unable to refinance
or repay our debt as it comes due (particularly in the case of
loans with recourse to our Operating Partnership) and maintain
sufficient cash flow, our business, financial condition, results
of operations and common stock price will be materially and
adversely affected, and we may be required to file for bankruptcy
protection."

Net loss for three months ended June 30, 2009, was $428,608,000,
compared with a $112,726,000 net loss during the year-ago period.
As of June 30, 2009, assets total $4,392,301,000 against debts of
$4,866,253,000, for a stockholders' deficit of $473,952,000.

Maguire Properties said in an August 10 statement that its Board
of Directors has approved management's plan to seek to dispose of
four former EOP/Blackstone assets and two other assets in
cooperation with lenders as well as Park Place I and certain
parking areas and development rights.  During the quarter ended
June 30, 2009, the Company recorded a non-cash impairment charge
of approximately $345 million associated with these assets.

                     About Maguire Properties

Maguire Properties, Inc. -- http://www.maguireproperties.com/--
is the largest owner and operator of Class A office properties in
the Los Angeles central business district and is primarily focused
on owning and operating high-quality office properties in the
Southern California market.  Maguire Properties, Inc. is a full-
service real estate company with substantial in-house expertise
and resources in property management, marketing, leasing,
acquisitions, development and financing.


MAINSTREET BANK: Closed; Minnesota Bank Assumes Deposits
--------------------------------------------------------
Mainstreet Bank, Forest Lake, Minnesota, was closed August 28 by
the Minnesota Department of Commerce, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Central Bank, Stillwater, Minnesota, to assume all
of the deposits of Mainstreet Bank.

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

As of June 30, 2009, Mainstreet Bank had total assets of
$459 million and total deposits of approximately $434 million.
Central Bank will pay the FDIC a premium of 0.10 percent to assume
all of the deposits of Mainstreet Bank.  In addition to assuming
all of the deposits of the failed bank, Central Bank agreed to
purchase essentially all of the assets.

The FDIC and Central Bank entered into a loss-share transaction on
approximately $268 million of Mainstreet Bank's assets.  Central
Bank will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-sharing arrangement is projected
to maximize returns on the assets covered by keeping them in the
private sector.  The agreement also is expected to minimize
disruptions for loan customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-405-7869.  Interested parties can also
visit the FDIC's Web site at:

   http://www.fdic.gov/bank/individual/failed/mainstreet-mn.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $95 million.  Central Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  Mainstreet Bank is the 83rd FDIC-
insured institution to fail in the nation this year, and the
second in Minnesota.  The last FDIC-insured institution to be
closed in the state was Horizon Bank, Pine City, on June 26, 2009.


SCO GROUP: Former District Judge Named Chapter 11 Trustee
---------------------------------------------------------
SCO Group Inc. said in a regulatory filing that the U.S.
Bankruptcy Court for the District of Delaware issued an order
approving the appointment of Edward N. Cahn, Esq., as Chapter 11
trustee.

On July 27, 2009, the Bankruptcy Court held a hearing and took
evidence on cross-motions consisting of (a) SCO Group's motion for
the sale of property outside the ordinary course of business free
and clear of interest and for approval of assumption and
assignment of executor contracts and unexpired leases in
conjunction with sale, and (b) the motions of Novell, IBM and the
Office of the United States Trustee for conversion of Debtors'
reorganization under Chapter 11 to a liquidation proceeding under
Chapter 7 of the Bankruptcy Code.

On August 5, 2009, the Bankruptcy Court issued its Memorandum
Opinion, and denied all of the Conversion Motions and the Sale
Motion.  Instead, the Bankruptcy Court opted to appoint a Chapter
11 Trustee, and entered an Order directing the Office of the
United States Trustee to do so.  Pursuant to this Order, the
Office of the United States Trustee would select, and the
Bankruptcy Court would thereafter consider and approve, a Chapter
11 Trustee.

The Chapter 11 Trustee, Mr. Cahn, is a former chief U.S. district
judge for the Eastern District of Pennsylvania.  He has extensive
experience in the area of complex litigation, including
intellectual property.  Mr. Cahn received an honorary doctorate
from Lehigh University in 2002.  He was a Tresolini Lecturer in
Law at Lehigh University.  Mr. Cahn holds degrees from Yale Law
School and Lehigh University, where he graduated magna cum laude.

Pursuant to the Bankruptcy Code, and subject to the supervision
and approval of the Bankruptcy Court, the Chapter 11 Trustee will
have authority over the Debtors' assets and affairs and the future
course of the Debtors' litigation against Novell, IBM. et al.

                         Novell Litigation

As reported by the TCR on August 26, 2009, on August 24, 2009, the
United States Court of Appeals for the Tenth Circuit issued its
published opinion in the case of The SCO Group, Inc. v. Novell,
Inc. (No. 08-4217).  According to SCO Group, in the opinion, the
Tenth Circuit Court reversed in material respects the summary
judgment of August 10, 2007, rendered by the United States
District Court of Utah, and the Final Judgment entered on November
20, 2008.  In its opinion, the Tenth Circuit Court reversed the
summary judgment that Novell did not transfer certain UNIX
copyrights to the Santa Cruz Operations as part of an Asset
Purchase Agreement executed in 1995, as amended, and it also
reversed the summary judgment that Novell had the right, under
that Asset Purchase Agreement, to waive on behalf of SCO, or to
direct SCO to waive, certain claims it had asserted against
International Business Machines.

The Tenth Circuit Court affirmed the District Court's judgement
with regards to the royalties due Novell under the 2003 Sun-SCO
Agreement of $2,547,817 plus interest.  The Court remanded the
case back to the District Court for trial.  The Tenth Circuit
Court's conclusion is: "For the foregoing reasons, we AFFIRM the
district court's judgment with regards to the royalties due Novell
under the 2003 Sun-SCO Agreement, but REVERSE the district court's
entry of summary judgment on (1) the ownership of the UNIX and
UnixWare copyrights; (2) SCO's claim seeking specific performance;
(3) the scope of Novell's rights under Section 4.16 of the APA;
(4) the application of the covenant of good faith and fair dealing
to Novell's rights under Section 4.16 of the APA. On these issues,
we REMAND for trial."

                          About SCO Group

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq:SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.
The company has office locations in Australia, Austria, Argentina,
Brazil, China, Japan, Poland, Russia, the United Kingdom, among
others.

The Company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on September 14, 2007 (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsel.  Epiq Bankruptcy
Solutions LLC, acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in the Debtors' cases due to insufficient
response from creditors.

As of January 31, 2009, the Company had $8.78 million in total
assets and $13.2 million in total liabilities, resulting in
$4.51 million in stockholders' deficit.


MCDONALD ELECTRICAL: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: McDonald Electrical Services, Inc.
        PO Box 1939
        Fort Mill, SC 29716

Bankruptcy Case No.: 09-06324

Chapter 11 Petition Date: August 27, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Debtor's Counsel: Reid B. Smith, Esq.
                  Price Bird Smith & Boulware PA
                  1712 St Julian Place, Suite 102
                  Columbia, SC 29204
                  Tel: (803) 779-2255
                  Email: reid@pricebirdlaw.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/scb09-06324.pdf

The petition was signed by Richard McDonald, president of the
Company.


METRO-GOLDWYN-MAYER: Bank Debt Trades at 43% Off
------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 56.79
cents-on-the-dollar during the week ended Friday, Aug. 28, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.71
percentage points from the previous week, The Journal relates.
The loan matures April 8, 2012.  The Company pays 275 basis points
above LIBOR to borrow under the facility.  The bank debt is not
rated by either Moody's or S&P.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 28, among the 140 loans
with five or more bids.

Metro-Goldwyn-Mayer, Inc., is an independent, privately-held
motion picture, television, home video, and theatrical production
and distribution company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  MGM is owned
by an investor consortium comprised of Providence Equity Partners,
TPG Capital, Sony Corporation of America, Comcast Corporation, DLJ
Merchant Banking Partners and Quadrangle Group.

The Troubled Company Reporter said May 22 that Metro-Goldwyn-Mayer
hired Moelis & Co. to help refinance $3.7 billion debt and was in
talks with a steering committee of 140 creditors led by JPMorgan
Chase & Co. as part of the process.  Sue Zeidler at Reuters said
the studio "was exploring options for optimizing its capital
structure and has begun talks with a steering committee of its
lenders as part of the process."  Ms. Zeidler said bankers
estimate MGM is paying north of $250 million a year in interest on
debt due in 2012.  Sources told Reuters MGM was potentially
seeking a way to make the loan due later, or reduce it in size.

Comcast paid about $5 billion in debt and equity in September 2004
to buy MGM from majority owner Kirk Kerkorian.  According to
Reuters, merger specialists have said MGM could be worth
$2 billion to $2.5 billion.  MGM, however, has reiterated its
commitment to staying independent.


METROPCS WIRELESS: Bank Debt Trades at 6% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which MetroPCS Wireless
is a borrower traded in the secondary market at 94.06 cents-on-
the-dollar during the week ended Friday, Aug. 28, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.62 percentage points
from the previous week, The Journal relates.  The loan matures on
Oct. 11, 2013.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba3
rating and Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 28, among the 140 loans
with five or more bids.

MetroPCS Communications, Inc., is a wireless communications
provider that offers wireless broadband mobile services under the
MetroPCS brand in selected metropolitan areas in the United States
over its own licensed networks or networks of entities, in which
the Company holds a substantial non-controlling ownership
interest.  The Company provides an array of wireless
communications services to its subscribers on a no long-term
contract, paid-in-advance, flat-rate, unlimited usage basis. As of
Dec. 31, 2008, it had approximately 5.4 million subscribers in
eight states.

MetroPCs carries 'B' issuer credit ratings from Standard & Poor's.


MGM MIRAGE: Joseph Sugerman Joins Board of Directors
----------------------------------------------------
MGM MIRAGE said Joseph H. Sugerman, M.D., F.A.C.S. has accepted an
invitation to join the Company's Board of Directors.  The
California physician was elected to his new post by the Board of
Directors at their meeting held on Aug. 25.  Dr. Sugerman's
election to the Board is subject to required approvals or waivers
from gaming regulators.

"I am delighted to announce that Dr. Sugerman has been elected to
join our Board of Directors," said James Murren, MGM MIRAGE
Chairman and Chief Executive Officer.  "As the largest provider of
health care benefits in Nevada, our Company will benefit immensely
from his expertise, particularly as we, along with the entire
nation, navigate through the challenges that we face related to
health care coverage."

Dr. Sugerman is a Beverly Hills-based, board-certified
otolaryngologist with 32 years experience.  He is an attending
physician at the Cedars-Sinai Medical Center, and past Clinical
Chief of his department.  He is a Clinical Instructor at the
University of Southern California Keck School of Medicine and the
University of California at Los Angeles Department of
Otolaryngology: Head and Neck Surgery Division.

He is an honors graduate with a Bachelor of Science degree from
UCLA and graduated with honors and first in his class from the
Chicago Medical School.

Dr. Sugerman is a fellow of the American Academy of Otolaryngology
and the American College of Surgeons. He is a member of the
American Rhinologic Society and Alpha Omega Alpha Honor Medical
Society.

                        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.


MICHAELS STORES: Bank Debt Trades at 11% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 88.54 cents-
on-the-dollar during the week ended on Aug. 28, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.50 percentage
points from the previous week, The Journal relates.  The loan
matures on Oct. 31, 2013.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and Standard & Poor's B rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 28, among the 140 loans
with five or more bids.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of May 2, 2009, Michaels Stores had $1.61 billion in total
assets and $4.49 billion in total liabilities.  For the quarter
ended May 2, 2009, the Company posted a $4 million net income on
$852 million in net sales.


MIDWAY GAMES: Gets Plan Filing Extension Until September 29
-----------------------------------------------------------
Midway Games Inc., et al., obtained from the U.S. Bankruptcy Court
for the District of Delaware an extension of their exclusive
period to file a plan until September 29, 2009, and their
exclusive period to solicit acceptances thereof until November 30,
2009.  This is the Debtors' second request for the extension of
their exclusive periods.

The Debtors told the Court that the extension will provide them
with a meaningful and reasonable opportunity to negotiate,
propose, and confirm a Chapter 11 plan.

The Debtors related that sales of certain of their remaining
assets are anticipated to be approved and then close by the end of
August.

                        About Midway Games

Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- with offices
throughout the world, is a leading developer and publisher of
interactive entertainment software for major videogame systems and
personal computers.

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts.  Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.

On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to
Warner Bros. Entertainment Inc. in a sale approved by the Court.
The aggregate gross purchase price is approximately $49 million,
including the assumption of certain liabilities.

At June 30, 2009, the Debtors had $1.39 billion in total assets
and $1.59 billion in total liabilities.  A full-text copy of the
Debtors' monthly operating report for the month ended June 30, is
available at http://researcharchives.com/t/s?41c1


MILACRON INC: Has Yet to File June 30 Quarterly Report
------------------------------------------------------
Milacron Inc. has not filed its financial report on Form 10-Q for
the quarter ended June 30, 2009.

Milacron, however, has indicated its results of operations for
such quarter were materially worse than for the comparable quarter
of 2008, principally due to the conditions that led to its Chapter
11 filing and substantial costs related to the Chapter 11
proceeding.

On May 21, June 29 and August 6, 2009, Milacron filed Current
Reports on Form 8-K containing monthly operating reports that
contain certain financial information relating to the months of
April, May and June 2009.

On August 17, 2009, Milacron said it "is not in a position to file
its Periodic Report on Form 10-Q for the quarter ended June 30,
2009," citing its bankruptcy filing.

Milacron explained that during its Chapter 11 proceeding, it will
not have financial or human resources to prepare Forms 10-Q, as
they will be needed to meet administrative and operating expenses
and to provide substantial information to the Court and others.

As reported by the Troubled Company Reporter, Milacron completed
the sale of substantially all of its assets 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.

Milacron and certain of its subsidiaries sold 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.


MIRANT CORP: Bank Debt Trades at 4.46% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Mirant Corp. is a
borrower traded in the secondary market at 95.54 cents-on-the-
dollar during the week ended Friday, Aug. 28, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.79 percentage
points from the previous week, The Journal relates.  The loan
matures on December 30, 2012.  The Company pays 175 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba2 rating and Standard & Poor's BB rating.  The debt is
one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Aug. 28,
among the 140 loans with five or more bids.

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for Chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E. Lauria,
Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  The Debtors emerged from bankruptcy on Jan. 3, 2006. On
March 7, 2007, the Court entered a final decree closing 46 Mirant
cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included in the parent's bankruptcy exit plan.

In February 2007, Mirant NY-Gen filed its Chapter 11 Plan of
Reorganization and Disclosure Statement.  The Court confirmed an
amended version of the Plan on May 7, 2007.  Mirant NY-Gen emerged
from Chapter 11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan.  The
Court confirmed Mirant Lovett's Plan on Sept. 19, 2007.  Mirant
Lovett emerged from bankruptcy on Oct. 2, 2007.

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


MORRIS PUBLISHING: Lenders Extend Waiver Until September 4
----------------------------------------------------------
Morris Publishing Group, LLC said August 28 that it has obtained
an extension until September 4, 2009 to make two semi-annual
interest payments of $9.7 million on its senior subordinated notes
originally due Feb. 1, 2009 and August 3, 2009. The holders of
more than 80% of the outstanding amount of senior subordinated
notes have agreed to extend the forbearance period for these
payments.

Morris Publishing's senior bank group also agreed to extend until
September 4, 2009 the waiver of the cross defaults arising from
the overdue interest payments on the senior subordinated notes and
waived any defaults that may occur from Morris Publishing's and
Morris Communications' failure to meet the financial covenants
under the Credit Agreement as of the end of the second quarter of
2009.

                           The Waivers

On August 28, 2009, Morris Publishing Group, LLC, as borrower,
entered into Waiver No. 12, with JPMorgan Chase Bank, N.A. as
Administrative Agent under the Credit Agreement dated as of
December 14, 2005 to the Credit Agreement between Morris
Publishing, Morris Communications Company, LLC, the lenders party
thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

Additional parties to the Waiver include the subsidiary guarantors
of Morris Publishing, Morris Communications, MPG Newspaper
Holding, LLC, the parent of Morris Publishing, Shivers Trading &
Operating Company, the parent of MPG Holding, and Morris
Communications Holding Company, LLC, the parent of Morris
Communications.  The lenders party to the Credit Agreement are
JPMorgan Chase Bank, N.A., The Bank of New York, SunTrust Bank,
Wachovia Bank, N.A., Bank of America, N.A., General Electric
Capital Corporation, Allied Irish Banks, P.L.C., RBS Citizens,
N.A., Comerica Bank, US Bank, National Association, First
Tennessee Bank, National Association, Webster Bank, National
Association, Keybank National Association, Sumitomo Mitsui Banking
Corporation, and Mizuho Corporate Bank, Ltd.

The Credit Agreement includes an event of default if Morris
Publishing defaults in the payment when due of any principal or
interest due on any other indebtedness having an aggregate
principal amount of $5,000,000 or more -- such as Morris
Publishing's $278,478,000 of 7% Senior Subordinated Notes due
2013.  Morris Publishing failed to pay the $9,746,730 interest
payment due February 1, 2009 and the $9,746,730 interest payment
due August 3, 2009 on the Notes.  Waiver No. 12 waives any
defaults that arose from the failure to make such interest
payments on the Notes until 5:00 p.m. New York City time on
September 4, 2009.  However, the waiver will terminate earlier if
Amendment No. 9 to the Forbearance Agreement is terminated or
amended prior to such time or upon other defaults.

Waiver No. 12 also waives until September 4, 2009 any event of
default that may have occurred at the end of the first quarter of
2009 which consisted solely of the consolidated cash flow ratio of
Morris Communications and Morris Publishing exceeding the
applicable amount permitted under the Credit Agreement and waives
any event of default that may occur when Morris Publishing fails
to meet the consolidated cash flow ratio or the consolidated
interest coverage ratio under the Credit Agreement when Morris
Publishing and Morris Communications deliver their consolidated
financial statements for the second quarter of 2009 no later than
August 29, 2009 (when the relaxed financial covenants under
Amendment No. 3 to the Credit Agreement terminate).

Also on August 28, 2009, Morris Publishing and Morris Publishing
Finance Co., as issuers, and all other subsidiaries of Morris
Publishing, as subsidiary guarantors, entered into Amendment No. 9
to the Forbearance Agreement dated as of February 26, 2009 with
respect to the indenture relating to the Notes between the
issuers, the subsidiary guarantors and US Bank Trust, N.A. as
successor to Wachovia Bank, N.A., as Indenture Trustee, dated as
of August 7, 2003.  Morris Publishing failed to pay the $9,746,730
interest payment due February 1, 2009 and the $9,746,730 interest
payment due August 3, 2009 on the Notes.  Pursuant to the
Forbearance Agreement, the holders, their investment advisors or
managers of over $226,000,000 of outstanding principal amount of
the Notes (over 80% of the outstanding Notes), agreed not to take
any action during the forbearance period as a result of the
Payment Defaults to enforce any of the rights and remedies
available to the Holders or the Indenture Trustee under the
Indenture or the Notes, including any action to accelerate, or
join in any request for acceleration of, the Notes.  The Holders
also agreed to request that the Indenture Trustee not take any
such remedial action with respect to the Payment Defaults,
including any action to accelerate the Notes during the
Forbearance Period.

Under the Amendment No. 9, the "Forbearance Period" generally
means the period ending at 5:00 p.m. EDT on September 4, 2009, but
could be terminated earlier for various reasons set forth in the
Forbearance Agreement including if the lenders under the Credit
Agreement accelerate the maturity of the obligations under the
Credit Agreement, if Waiver No. 12 is terminated, upon the
occurrence of any other default under the Indenture, or if Morris
Publishing files for bankruptcy protection or breaches its
covenants under the Forbearance Agreement.

                      About Morris Publishing

Morris Publishing Group, LLC -- http://morris.com/-- is a
privately held media company based in Augusta, Ga.  Morris
Publishing currently owns and operates 13 daily newspapers as well
as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska.

As of June 30, 2009, Morris Publishing had $167,632,000 in total
assets and $475,434,000 in total liabilities.


MUSIFEX INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Musifex Inc.
           dba MVI Post
        6320 Castle Place
        Falls Church, VA 22044

Bankruptcy Case No.: 09-16966

Chapter 11 Petition Date: August 27, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Kevin M. O'Donnell, Esq.
                  Henry & O'Donnell, P.C.
                  300 N. Washington Street, Suite 204
                  Alexandria, VA 22314
                  Tel: (703) 548-2100
                  Fax: (703) 548-2105
                  Email: kmo@henrylaw.com

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

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

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

            http://bankrupt.com/misc/vaeb09-16966.pdf

The petition was signed by Craig Maniglia, vice president of the
Company.


NAVISTAR INT'L: Osborne Replaces Belton on Board of Directors
-------------------------------------------------------------
Navistar International Corporation said William H. Osborne,
president and chief executive officer of Federal Signal
Corporation, has been named to its board of directors.

Mr. Osborne, 49, replaces Marc Belton on the Navistar board of
directors.  Mr. Belton, an executive vice president at General
Mills, Inc., previously announced that he would leave the Navistar
board in August.

Mr. Mr. Osborne has been appointed to be a member of Navistar's
finance committee.

As a director of the Company, Mr. Osborne will receive
compensation as a non-employee director in accordance with the
Company's non-employee director compensation practices described
in the Company's Annual Proxy Statement filed with the Securities
and Exchange Commission on January 16, 2009.  The compensation
generally consists of an annual retainer in the amount of $60,000
-- 1/4 of which is to be paid in the form of restricted stock --
meeting attendance fees of $1,500 for each Board or Committee
meeting and an annual stock option grant of 4,000 shares.  The
initial cash and stock award to be received by Mr. Osborne will be
pro-rated accordingly.

A veteran of more than 30 years in the automotive industry, Mr.
Mr. Osborne was named to his present position with Federal Signal,
a $1 billion manufacturer and marketer of fire, safety and
municipal infrastructure equipment, in September 2008.

Prior to joining Federal Signal in September 2008, Mr. Osborne
served in a number of senior-level positions with Ford Motor
Company.  Most recently, Mr. Osborne served as president and chief
executive officer of Ford of Australia.  Previously, he served as
president and chief executive officer of Ford of Canada.  Mr.
Osborne's earlier assignments included a variety of roles in
product design, development and engineering.  Prior to joining
Ford, Mr. Osborne held positions at Chrysler and General Motors.

"We are fortunate that Bill is joining the Navistar board of
directors," said Daniel C. Ustian, Navistar chairman, president
and chief executive officer.  "His manufacturing and automotive
experience and expertise will be of great value to Navistar as we
continue to diversify and expand globally into new marketplaces. I
also want to personally thank Marc Belton for his 10 years of
distinguished service to our company.  His knowledge, dedication
and expertise have been invaluable to Navistar as we continue to
grow and we wish him the best in his future endeavors."

                   About Navistar International

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.navistar.com/-- produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

Navistar reported $9.65 billion in total assets and $11.09 billion
in total liabilities as of April 30, 2009, resulting in
$1.44 billion in stockholders' deficit.

                             *   *   *

According to the Troubled Company Reporter on April 15, 2009,
Fitch Ratings has affirmed the Issuer Default Ratings of Navistar
International Corporation and Navistar Financial Corp. at 'BB-',
the Rating Outlook remains Negative.  The ratings cover roughly
$1.8 billion of debt at NAV and $3.2 billion debt at NFC as of
January 31, 2009.


NCI BUILDING: CD&R Agrees Exchange Offer May Be Started on Sept. 9
------------------------------------------------------------------
NCI Building Systems, Inc., on August 28, 2009, entered into an
amendment to the Investment Agreement, dated as of August 14, with
Clayton, Dubilier & Rice Fund VIII, L.P.

The Amendment, among other things, extends the date on which the
Company is required to commence the exchange offer to acquire all
of the Company's existing 2.125% convertible notes due 2024 in
exchange for a combination of in cash and shares of common stock,
par value $0.01 per share, of the Company, until 11:59 p.m.,
Eastern Time, on September 9, 2009.

A full-text copy of the Amendment, dated as of August 28, 2009, to
the Investment Agreement with CD&R is available at no charge at:

              http://ResearchArchives.com/t/s?4369

NCI Building Systems 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.

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.


NCI BUSINESS: Prepack Chapter 11 Plan Cues Moody's to Junk Ratings
------------------------------------------------------------------
Moody's Investors Service lowered the probability of default
rating of NCI Business Systems, Inc., to Ca from B3 and its term
loan rating to Caa1 from B2.  All of NCI's ratings, including its
B3 corporate family rating, remain under review for possible
downgrade, awaiting greater certainty on the company's ongoing
balance sheet restructuring.  These rating actions follow NCI's
statement that it would proceed with a prepackaged Chapter 11
bankruptcy if the debt restructuring that it is attempting
receives less than 100% approval from the company's term loan
holders and less than 95% approval from its convertible
subordinated debt (unrated) holders.

When considered together, these factors constitute a distressed
exchange and a limited default by Moody's definition: i) the
requirement that $150 million of the $293 million term loan
balance be rolled over into a new five-year term loan; and ii) the
language in the 8K that is suggestive of a coercive exchange
offer.  At the conclusion of all of the contemplated transactions
-- i.e., the investment by Clayton, Dubilier and Rice of
$250 million into NCI, the rollover of the $150 million portion of
the term loan, and the refunding of the convertible subordinated
notes -- NCI's PDR will most likely be restored to a B3/LD, and
the term loan rating will most likely be restored to a level at or
close to its former B2 rating, consistent with Moody's loss-given-
default framework.

The B3 corporate family rating was affirmed and reflects the
weakness in non-residential construction that is expected to
persist throughout 2010, a negative tangible net worth position
(from having to write off the bulk of its goodwill exposure during
its 2009 first fiscal quarter), credit metrics that are expected
to be substantially weaker than its historical performance for at
least the next year, and its heavy exposure to volatile raw
material costs (principally steel).  The company's ratings are
supported by its leading industry position in various niches of
the engineered building systems and metal components markets, its
geographic and product diversity, and the balanced mix of new
construction, repair, retrofit, and other end market uses.

The ratings remain on review for downgrade until such time as the
investment of $250 million by Clayton Dubilier and Rice (or
another investment by a different entity) occurs and the
recapitalization of the company's debt structure is successfully
completed.

These ratings were affected:

* Corporate family rating affirmed at B3

* Probability of default rating lowered to Ca from B3

* $293 million senior secured first lien term loan due June 2010
  lowered to Caa1 (LGD2, 11) from B2 (LGD3, 37)

Moody's most recent rating action for NCI was on August 10, 2009,
at which time the company's corporate family rating was lowered to
B3 from B1 and the ratings put on review for further downgrade.

NCI Building Systems, Inc., is one of North America's largest
integrated manufacturers of metal products for the nonresidential
building industry.  In its fiscal 2008 ending November 2, 2008,
the company generated approximately $1.76 billion in revenues.


NEUMANN HOMES: Cole Taylor Has No Interest in Reserve Account
-------------------------------------------------------------
Neumann Homes Inc. and its affiliated debtors previously sought a
ruling from the Court to enforce a prior sale order dated
November 24, 2008, which authorized the Debtors to sell to Cole
Taylor Bank their real and personal properties in Clublands of
Antioch.

The Debtors made the move to allow them to disburse a reserve
account established under their contracts with buyers of homes at
the Clublands of Antioch.  If approved, Cole Taylor would be
compelled to reimburse the Debtors for and take an assignment of
the deposit they made to North Shore Gas Company.

The Reserve Account consists of funds collected from the home
buyers, which are being used to reimburse the Debtors for the
design and construction of amenities and recreational areas at
the Clublands of Antioch.  The deposit in the sum of $167,533,
was made by the Debtors to North Shore Gas under their agreement
for the extension of gas lines to the subdivision.

Under the Nov. 24 sale order, the Debtors are authorized to
disburse the Reserve Account unless Cole Taylor asserts and
proves it has a security interest in that account.  Cole Taylor
allegedly refused to comply with the provisions of the Court
Order regarding the Reserve Account and the Deposit because it
could not determine if it has an interest in the account.  Cole
Taylor has refused to reimburse the Debtors for the Deposit
because it believes that it is not a deposit.

To resolve the issues, Judge Wedoff issued a ruling declaring
that Cole Taylor has no security interest in or claim to amounts
in the Reserve Account.  He also ruled that Cole Taylor is not
obliged to reimburse the Debtors for or take an assignment of the
amount since it is not a deposit.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


NEUMANN HOMES: Files Chapter 11 Plan of Liquidation
---------------------------------------------------
Neumann Homes Inc. and its affiliated debtors filed with the U.S.
Bankruptcy Court for the Northern District of Illinois a joint
plan of liquidation and a disclosure statement detailing the plan
on August 26, 2009.

The Plan provides for the liquidation of the Debtors' assets and
the distribution of the net proceeds to creditors in order of
their relative priority of distribution.  The Plan contemplates
and is predicated upon the substantive consolidation of the
Debtors.

Under the Plan, a liquidating trust will be created on the day
the Plan becomes effective, where the Debtors' assets including
real and personal properties will be held.  An administrator of
that trust and members of the Trust Advisory Board will be
designated by the Debtors and the Official Committee of Unsecured
Creditors, with the Committee designating one member and the
Debtors designating the two other members of the Board.

On the Plan Effective Date, the Creditors' Committee will be
dissolved and the employment of its professionals will be
terminated.

              Claims Classification and Treatment

Claims against and interests in the Debtors are divided into 12
classes under the Liquidation Plan.  Administrative claims and
priority tax claims are not classified and will be paid in full.

Paul Andrews, chief restructuring officer of Neumann Homes,
explained that the Debtors have not instituted a claims
resolution process in their Chapter 11 cases and thus, at this
time, are unable to provide estimates of the amount of claims
that will ultimately become allowed in each class, and an
estimated percentage recovery for claimants in each class.

The classification and treatment of claims pursuant to the
Debtors' Plan are:

Class Description             Claim Treatment
-----------------             ---------------
Class 1-A                    Rights of the holders of Allowed
(Bank of America             Class 1-A Claims against the
Secured Claims)              Debtors, if any, are unaltered by
                              the Plan. The Debtors believe that
                              a portion of the Allowed Bank of
                              America Secured Claims has been
                              satisfied.  Each Allowed Class 1-A
                              Claim will be satisfied, and to
                              the extent that all or a portion
                              of the BofA's collateral has not
                              been sold or abandoned and is not
                              legally titled in the name of
                              BofA, by the transfer of the
                              collateral to the Class 1-A
                              Claimholder, subject to all valid
                              and enforceable claims.

Class 1-B                    Rights of the holders of Allowed
(Cole Taylor Secured Claims) Class 1-B Claims, if any, are
                              unaltered.  The Debtors believe
                              that all Allowed Cole Taylor
                              Secured Claims have been
                              satisfied.

Class 1-C                    Rights of the holders of Allowed
(Comerica Secured Claims)    Class 1-C Claims, if any, are
                              unaltered.  The Debtors believe
                              that a portion of the Allowed
                              Comerica Secured Claims has been
                              satisfied.  Each Allowed Class 1-C
                              Claim will be satisfied, and to
                              the extent that all or a portion
                              of Comerica 's collateral has not
                              been sold or abandoned and is not
                              legally titled in the name of
                              Comerica, by the transfer of the
                              collateral to the Class 1-C
                              Claimholder, subject to all valid
                              and enforceable claims.

Class 1-D                     Rights of the holders of Allowed
(First Midwest                Class 1-D Claims, if any, are
Secured Claims)               unaltered.  The Debtors believe
                              that all Allowed First Midwest
                              Secured Claims have been
                              satisfied.

Class 1-E                     Rights of the holders of Allowed
(Guaranty Bank                Class 1-E Claims, if any, are
Secured Claims)               unaltered.  The Debtors believe
                              that a portion of the Allowed
                              Guaranty Secured Claims has been
                              satisfied.  Each Allowed Class 1-E
                              Claim will be satisfied, and to
                              the extent that all or a portion
                              of Guaranty Bank's collateral has
                              not been sold or abandoned and is
                              not legally titled in the name of
                              Guaranty Bank, by the transfer of
                              the collateral to the Class 1-E
                              Claimholder, subject to all valid
                              and enforceable claims.

Class 1-F                    Rights of the holders of Allowed
(IndyMac Secured Claims)     Class 1-F Claims, if any, are
                              unaltered.  The Debtors believe
                              that a portion of the Allowed
                              IndyMac Secured Claims has been
                              satisfied.  Each Allowed Class 1-F
                              Claim will be satisfied, and to
                              the extent that all or a portion
                              of IndyMac's collateral has not
                              been sold or abandoned and is not
                              legally titled in the name of
                              IndyMac, by the transfer of the
                              collateral to the Class 1-F
                              Claimholder, subject to all valid
                              and enforceable claims.

Class 1-G                     Rights of the holders of Allowed
(RBC Secured Claims)          Class 1-G Claims, if any, are
                              unaltered.  The Debtors believe
                              that all Allowed RBC Secured
                              Claims have been satisfied.

Class 1-H                     Rights of the holders of Allowed
(RFC Secured Claims)          Class 1-G Claims, if any, are
                              unaltered.  The Debtors believe
                              that all Allowed RFC Secured
                              Claims have been satisfied.

Class 2                       Rights of the holders of Class 2
(Other Secured Claims)        Claims are unaltered.  The Debtors
                              will reinstate the Class 2 Claims
                              or provide other treatment as
                              agreed by the Debtors and the
                              claimholders.

Class 3                       Rights of the holders of Class 3
(Non-Tax Priority Claims)     Claims against the Debtors are
                              unaltered.  Each holder of an
                              Allowed Class 3 Claim will
                              receive, at the election of the
                              Debtors, cash equal to the amount
                              of its Allowed Class 3 Claim or
                              other less favorable treatment
                              that will not impair the
                              claimholder.

Class 4                       The disbursing agent will receive,
(General Unsecured Claims)    on behalf of holders of Allowed
                              Class 4 Claims, each of the
                              holders' pro rata share of the
                              assets held by the liquidating
                              trust and the proceeds received by
                              the trust from the prosecution of
                              so-called "liquidation trust
                              claims," which the disbursing
                              agent will distribute pro rata to
                              or for the benefit of the
                              claimholders.

Class 5                       The Debtors' common stock,
(Old Equity Interests         Affiliate Interests and preferred
Subordinated Claims)          stock or other equity interest
                              outstanding before their
                              bankruptcy as well as "affiliate
                              interests" will be cancelled.
                              Neither the holders of those
                              interests nor the holders of
                              subordinated claims will receive
                              or retain any distribution on
                              account of those interests and
                              claims.

Classes 1-A to 3 have unimpaired status under the Plan, while
Class 4 and Class 5 are impaired.

         Distribution of Liquidation Trust Recoveries

The administrator of the Liquidation Trust will make
distributions of the recoveries, which consist of the Debtors'
assets held by the liquidating trust and the proceeds received by
the trust from the prosecution of so-called "liquidation trust
claims" as follows:

  (i) to satisfy all allowed deferred administrative claims in
      full;

(ii) to pay all costs and expenses associated with the
      administration of the liquidation trust;

(iii) to repay amounts, if any, borrowed by the administrator;
      and

(iv) to make distributions to entitled holders of allowed
      general unsecured claims and any other claimholders
      entitled as required by the Plan.

The administrator is required to make distributions of "net
liquidation trust recoveries" to claimholders entitled to receive
distributions from the liquidation trust at least semi-annually
beginning with a calendar quarter that is not later than the end
of the second calendar quarter after the Plan becomes effective.

        Substantive Consolidation & Intercompany Claims

The Plan contemplates and is predicated upon entry of an order,
which may be the confirmation order, that would substantively
consolidate the Debtors' estates and their bankruptcy cases for
purposes of all actions associated with confirmation and
consummation of the Plan.

The Plan constitutes a request to approve the substantive
consolidation so that on the Plan effective date, (i) all
intercompany claims by Debtors will be eliminated; (ii) all
assets and liabilities of the affiliated debtors will be merged
or treated as if they were merged with the assets and liabilities
of Neumann Homes; (iii) any obligation of a Debtor and all
related guarantees will be deemed to be one obligation of Neumann
Homes; (iv) the "affiliate interests" will be cancelled; and (v)
each claim filed or to be filed against any Debtor will be deemed
filed only against Neumann Homes and will be deemed a single
claim against and a single obligation of Neumann Homes.

All claims based on guarantees of collection, payment or
performance made by the Debtors as to the obligations of another
Debtor will be released and of no further force and effect.  If
the order approving the proposed substantive consolidation is not
the confirmation order, then that order will only be entered if
the Bankruptcy Court enters the confirmation order.

On the day the Plan becomes effective, the members, officers or
directors of each of the affiliated debtors will be deemed to
have resigned; each affiliated debtor will be merged with Neumann
Homes; and the bankruptcy cases of these affiliate debtors will
be closed.

                    KPN Settlement Agreement

The Plan will be funded in part pursuant to a settlement
agreement to be entered into by the Debtors, their former chief
executive, Kenneth Neumann, Jean Neumann, KJET Office Building
LLC, Kreutzer Road LLC, KDJET LLC, KPN Michigan LLC, KPN Michigan
Pool LLC, and KPN Sterling Woods LLC.

The Debtors have negotiated the agreement in an effort to reach a
consensual resolution of their claims against the parties.  Prior
to these negotiations, the Debtors filed a lawsuit against the
Neumanns and KJET, alleging, among other things, that the
defendants received fraudulent transfers that should be avoided.
The Complaint alleged that Mr. Neumann caused Neumann Homes to
fraudulently transfer $2.7 million to the defendants in 2006.
The Debtors were reportedly insolvent on the date the transfers
were made or became insolvent as a result of those transfers.

                    Liquidation Analysis

According to Mr. Andrews, a liquidation under Chapter 11 is more
beneficial to the claimants than a liquidation under Chapter 7
because the Plan allows the Debtors' remaining assets to be
promptly administered.  He added that it also grants the
Liquidation Trust's administrator the right to object to claims
and to pursue claims and causes of action of the Debtors and
their estates.

"If these cases were to be converted to Chapter 7 cases, the
Debtors' estates would incur the costs of payment of a
statutorily allowed commission to the Chapter 7 trustee, as
well as the costs of counsel and other professionals retained by
the trustee," Mr. Andrews pointed out.

"The Debtors believe such amount would exceed the amount of
expenses that would be incurred in implementing the Plan and
winding up the affairs of the Debtors," he further said.

Full-text copies of the Debtors' Joint Plan of Liquidation and
the disclosure statement are available for free at:

  http://bankrupt.com/misc/NeumannLiquidationPlan.pdf
  http://bankrupt.com/misc/NeumannDisclosureStatement.pdf

The Debtors relate that they intend to file all exhibits and
schedules to the Plan or appendices to the Disclosure Statement
with the Court on or before seven days before the Voting
Deadline, currently proposed as October 30, 2009.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


NEUMANN HOMES: Proposes Settlement With Merryman, et al.
--------------------------------------------------------
Prior to their bankruptcy filing, Neumann Homes Inc. and its
affiliated debtors inked an annexation and development agreement
with the local government of the village of Gilberts for the
construction of 985 homes and the creation of a special service
area in the village known as the Conservancy.

In connection with the construction project, Gilberts and Wells
Fargo Bank N.A. executed a trust indenture on December 1, 2006,
under which Gilberts issued $15 million in Special Service Area
No. 19 Special Tax bonds.  The proceeds of the SSA No. 19 Bonds
was to be used to pay for public infrastructure improvements
related to the construction of what is known as the Galligan
Road, and a school at the Gilberts Development.  The SSA No. 19
Bonds are secured by special taxes on land in the village owned
by the Debtors, which were pledged to Wells Fargo for repayment
of the SSA No. 19 Bonds.

Merryman Excavation Inc., CBI Contractors, Lake County Grading
Company LLC, Manhard Consulting Ltd., Plote Construction and
Trench-It Inc. provided construction work for the Gilberts
Project pursuant to their contracts with the Debtors.

On December 4, 2007, Gilberts sought approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to pay
$593,670 from Draw No. 7 under the SSA No. 19 Bonds to Merryman,
CBI and Plote.  The Court entered an order requiring Gilberts and
the Debtors to give advance notice of any order or agreement
concerning payment of Merryman, CBI or Plote to any other party
that claimed a right to receive payment from SSA No. 19 Bonds.

The Debtors previously said they have not agreed to the payment
of any of the SSA No. 19 Bond funds after their bankruptcy
filing.  Gilberts informed them that exclusive of the proceeds of
Draw No. 7, at least $657,757 of SSA No 19 Bond proceeds remains
payable.  Moreover, Consolidated School District No. 300 is
willing to contribute $100,000 to reimburse the contractors on a
pro-rata basis with respect to their claims.

The Debtors and Gilberts estimated that, exclusive of the amounts
included in Draw No. 7 and the School District's contribution,
the total amount of claims asserted by the contractors that may
be eligible for reimbursement from the proceeds will not exceed
$606,279.

IndyMac Bank and Guaranty Bank hold mortgages on the Debtors'
property in Gilberts.  The Debtors previously obtained Court
approval to sell the property but only the real property subject
to Guaranty Bank's loans has been sold as of May 22, 2009.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank, and the Federal Deposit Insurance Company was named
conservator of IndyMac Federal Bank.  All non-brokered insured
deposit accounts and most of IndyMac Bank's assets, including the
loan to the Debtors, were transferred to IndyMac Federal Bank.
The portfolio, including the loans to the Debtors, was ultimately
sold and the Debtors are in negotiations with the buyer of the
loans with respect to the disposition of the property subject to
the IndyMac loans.

                     Merryman's Litigation

On February 11, 2008, Merryman sought Bankruptcy Court approval
to file a case against Gilberts to seek payment of $470,938.
Before the Court could enter an agreed order granting Merryman's
request, Merryman filed a lawsuit against Gilberts in the state
court of Kane County, seeking payment for work it did for the
Gilberts Development from SSA No. 19 Bond proceeds and from the
Village under theories of unjust enrichment and "contract implied
in law."  Plote and LCG also filed a lawsuit against Gilberts in
state court in connection with amounts owed to them by the
Debtors.

                     Settlement Agreement

To resolve their dispute, the Debtors, Merryman, the School
District and the village of Gilberts inked an agreement for the
mutual releases of all claims in connection with the litigation
and the SSA No. 19 Bond proceeds.

The Settlement Agreement, as approved by the Bankruptcy Court,
contains these terms:

  (1) Gilberts will pay $485,938 to Merryman from Draw No. 7 of
      the proceeds of the SSA No. 19 Bonds.

  (2) Gilberts will submit a request for Disbursement No. 8 to
      Wells Fargo that will include the sum of $111,500 to be
      paid to Merryman.  After receipt of the Draw No. 8 funds,
      the Village will pay $111,500 to Merryman from Draw No. 8
      of the proceeds of the SSA No. 19 Bonds.

  (3) The School District will pay $51,397 to Merryman.

  (4) Merryman will pay $47,175 to Neumann Homes after receiving
      the $485,938, and $10,825 after receiving the $111,500
      from Gilberts.

  (5) Merryman, Gilberts and the School District will execute a
      stipulation to dismiss the litigation.

  (6) Certain of the parties, on behalf of themselves and their
      estates, irrevocably and unconditionally release certain
      of the other parties from various claims.

A full-text copy of the Settlement Agreement is available without
charge at http://bankrupt.com/misc/NeumannSettlementMerryman.pdf

The Debtors also sought and obtained an order from the Bankruptcy
Court, approving the forms of settlement agreements with Lake
County Grading, Manhard Consulting and Plote Construction.
Copies of the settlement agreements are available without charge
at:

   http://bankrupt.com/misc/NeumannSettlementLCG.pdf
   http://bankrupt.com/misc/NeumannSettlementManhard.pdf
   http://bankrupt.com/misc/NeumannSettlementPlote1.pdf
   http://bankrupt.com/misc/NeumannSettlementPlote2.pdf

The Debtors were also authorized to enter into settlement
agreements with two other contractors, Trench-It and Lexon
Insurance Company, as subrogee to CBI, in substantially the same
form and on substantially the same terms stated in the Settlement
Agreement.

Prior to the approval of the Settlement Agreement, Wells Fargo,
IndyMac Bank, Manhard Consulting and Lexon Insurance filed
objections in Court, requesting that the agreement or the order
approving the settlement provides for releases by the parties to
any further claims or interests in the money held on account of
the SSA 19 Bonds, a release of mechanics' liens claims by any
additional contractor that enters into the settlement, among
other things.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


NEUMANN HOMES: To Seek Approval of Plan Outline on Sept. 23
-----------------------------------------------------------
Neumann Homes Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the Northern District of Illinois to approve
the disclosure statement outlining their Joint Plan of
Liquidation.

The Debtors filed in Court their Plan, together with the
Disclosure Statement, on August 26, 2009.  The proposed plan
provides for the liquidation of the Debtors' assets and for the
distribution of their net proceeds to creditors.

The Disclosure Statement, the Debtors aver, contains adequate
information within the meaning of Section 1125 of the Bankruptcy
Code necessary for a creditor to make an informed decision on the
Plan.

In connection with their request, the Debtors also ask the Court
to approve the form and manner of notice of the hearing on the
Disclosure Statement, which is scheduled for September 23, 2009.

The Disclosure Statement Hearing Notice sets forth September 21,
2009, 12:00 noon Central time, as the proposed deadline to file
and serve written objections to the Disclosure Statement.

For purposes of soliciting votes in connection with the
confirmation of their Joint Plan of Liquidation, Neumann Homes
Inc. and its debtor affiliates ask the Court to:

  (a) set September 23, 2009, as the record date for determining
      creditors entitled to receive solicitation packages, and
      creditors entitled to vote to accept or reject the Plan;

  (b) set October 30, 2009, as the deadline by which ballots of
      accepting or rejecting the Plan must be received by
      their voting agent, Epiq Bankruptcy Solutions LLC, in
      order to be counted; and

  (c) approve uniform procedures to govern the requests for
      temporary allowance of certain claims for voting purposes;

  (d) approve uniform procedures for filing objections to the
      Plan;

  (e) approve proposed procedures and materials to be employed
      in the solicitation of votes with respect to the Plan and
      its confirmation; and

  (f) set November 10, 2009, as the hearing date to consider
      confirmation of the Plan, and October 30, 2009, as the
      deadline for filing and serving objections to the
      confirmation.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


NEW GENERATION BIOFUELS: Receives NASDAQ Noncompliance Notice
-------------------------------------------------------------
New Generation Biofuels Holdings, Inc., on August 26, 2009,
received a letter from the Nasdaq Stock Market staff indicating
that, based on the Company's stockholders equity as reported in
the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2009, the Company is no longer in compliance with the
$2.5 million minimum stockholders' equity requirement for
continued listing on the Nasdaq Capital Market under Listing Rule
5550(b)(1).

As of June 30, 2009, the Company's stockholders' equity was
approximately $0.6 million.  This notification has no immediate
effect on the listing or trading of the Company's common stock on
The Nasdaq Capital Market.

"As provided in the Nasdaq's rules, the Company has until
September 10, 2009 to provide Nasdaq with a plan to regain
compliance with the continued listing requirements, and we intend
to submit such a plan before the deadline. If Nasdaq accepts the
Company's plan, of which there can be no assurance, Nasdaq may
grant the Company up to 105 days from August 26, 2009 to achieve
and sustain compliance," the Company said.

If Nasdaq determines that the Company's plan is not sufficient, it
will provide written notice that the Company's common stock would
be subject to delisting from The Nasdaq Capital Market.  At such
time, the Company may request a hearing before a Nasdaq Listing
Qualifications Panel.  In such an event, the Company's common
stock would remain listed on The Nasdaq Capital Market pending a
final determination by the panel.

                   About New Generation Biofuels

New Generation Biofuels Holdings, Inc., (NasdaqCM: NGBF) is a
renewable fuels provider.  New Generation Biofuels holds an
exclusive license for North America, Central America and the
Caribbean to commercialize proprietary technology to manufacture
alternative biofuels from vegetable oils and animal fats that it
markets as a new class of biofuel for power generation, commercial
and industrial heating and marine use.  The Company believes that
its proprietary biofuel can provide a lower cost, renewable
alternative energy source with significantly lower emissions than
traditional fuels.  New Generation Biofuels' business model calls
for establishing direct sales from manufacturing plants that it
may purchase or build and sublicensing its technology to qualified
licensees.


NEXMED INC: Submits Compliance Plan to Nasdaq
---------------------------------------------
NexMed, Inc., submitted to Nasdaq its plan to achieve and sustain
compliance with Marketplace Rule 4310(c)(3).  The plan will be
reviewed by Nasdaq and, if deemed to be acceptable, the Company
would be granted up to 105 calendar days from the date of Nasdaq's
notice to the company, or November 25, 2009, to evidence
compliance with Marketplace Rule 4310(c)(3).

On August 14, 2009, the Company said it had received a notice from
Nasdaq indicating that it did not comply with the minimum $2.5
million in stockholders' equity requirement for continued listing
on the Nasdaq Capital Market set forth in Marketplace Rule
4310(c)(3).  There can be no assurance that Nasdaq's Listing
Qualifications Panel will decide to allow the Company to remain
listed.  If the Company's plan is not acceptable to Nasdaq, then
the Company will be notified of its delisting.

The Company also remains on notice for maintaining the minimum $1
bid requirement as set forth in Marketplace Rule 4310(c)(8)(D).
However, because Nasdaq had suspended enforcement of this
requirement until August 3, 2009, as of its most recent
announcement on July 13, 2009, the Company now has until
January 25, 2010 to meet that requirement.

                           About NexMed

NexMed Inc.'s pipeline includes a late stage terbinafine treatment
for onychomycosis, a late stage alprostadil treatment for erectile
dysfunction, a Phase 2 alprostadil treatment for female sexual
arousal disorder, and an early stage treatment for psoriasis.  On
the Net: http://www.nexmed.com/


NORTH AMERICAN TECH: Executes $100,000 Promissory Note
------------------------------------------------------
North American Technologies Group Inc. and its wholly owned
subsidiary TieTek Technologies, Inc., and its wholly owned
subsidiary TieTek LLC executed as co-makers on August 20, 2009,
a Promissory Note in the principal amount of $100,000, and at the
same time entered into with Opus the Second Lien Loan Agreement,
the Second Lien Pledge Agreement, the Second Lien Security
Agreement, and the Second Lien Intellectual Property Security
Agreement.

The Promissory Note is due and payable on the earlier to occur of
(i) October 30, 2009 or (ii) an event of default, defined under
such promissory note and under the Second Lien Loan Agreement.
The Promissory Note bears interest at the rate of 15% per annum.
The Second Lien Loan Agreement requires, among other things, that
the Company ensure that all payments on its assets or otherwise
relating to Opus' collateral securing the Promissory Note are made
directly to one or more of the Company's deposit accounts.  It
further requires that the Company establish Opus' control of all
of its deposit accounts and other accounts (other than an account
exclusively used for payroll, payroll taxes or employee benefits),
including, without limitation, entering into Deposit Account
Control Agreements that authorize and direct each bank and other
depository to deliver to Opus all balances in any deposit account
maintained by the Company, without inquiry into the authority or
right of Opus to make such requests.

Each of the Second Lien Pledge Agreement, Second Lien Security
Agreement, and Second Lien Intellectual Property Security
Agreement is designed to secure and perfect Opus's first lien
position in all of the Company's assets and to provide additional
liens to Opus where none previously existed.

The Company's viability and ability to pay or refinance its debt
obligations, and to pay quarterly interest, in cash, on the
Construction Loan, and to maintain adequate liquidity, depend on a
number of factors.  One of those factors includes the ability to
obtain additional orders at prices that yield positive gross
margins.  The Company has not obtained additional orders to
purchase its railroad ties from its major customer or any
potential major customer.  This lack of orders has and will
continue to have a material and adverse effect on the Company's
liquidity.  The Company will have to continue funding future cash
needs through financing activities.

Opus has not committed to loan the Company any additional funds,
and the Company has no other source of financing.  If Opus does
not loan the Company additional monies, Opus may foreclose on the
loan to the Company, or the Company may seek relief through a
filing under the Bankruptcy Code.

                      Significant Cash Needs

As of June 28, 2009, the Company had $13,505,982 in total assets
and $24,299,734 in total liabilities, resulting in stockholders'
deficit of $10,793,752.

As of June 28, 2009, the Company had a cash balance of $281,721
and a negative working capital balance of $4,182,791.  For the
nine months ended June 28, 2009, and the year ended September 28,
2008, the Company incurred net losses of $3,905,128 and
$2,924,340, respectively.  During the same periods, the Company
used cash in operating activities of $532,782 and $2,454,089,
respectively.  In addition, it is likely that the Company will
incur losses for the foreseeable future.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 29, 2009, KBA
Group LLP in Dallas, Texas, the Company's independent auditor,
raised substantial doubt about the Company's ability to continue
as a going concern after its audit report dated June 12, 2009.
The uncertainty of achieving profitability or obtaining additional
financing raises substantial doubt about the Company's ability to
continue as a going concern.

                 About North American Technologies

North American Technologies Group Inc. (OTC BB: NATK) --
http://www.natk.com/-- is engaged in the manufacturing and
marketing of engineered composite railroad crossties through its
100% owned subsidiary TieTek LLC.  The Company's composite
railroad crosstie is a direct substitute for wood crossties, but
with a longer expected life and with several environmental
advantages.


NORTH AMERICAN TECH: Four Directors Step Down From Board
--------------------------------------------------------
Michel Amsalem and Joseph A. Ethridge, on and effective August 26,
2009, resigned as directors of the North American Technologies
Group, Inc.  The resignations of each of Mr. Amsalem and Mr.
Ethridge were not because of a disagreement with the Company on
any matter relating to the Company's operations, policies or
practices. Mr. D. Patrick Long expressed his thanks to both Mr.
Amsalem and Mr. Ethridge and commended each of them for their
dedicated service to the Company.

On and effective August 21, 2009, Richard J. Guiltinan resigned as
a director of the Company.  Mr. Guiltinan was chairman of the
Company's audit committee.  On and effective August 23, 2009,
Bruce Leadbetter resigned as a director of the Company. The
resignations of each of Mr. Guiltinan and Mr. Leadbetter were not
because of a disagreement with the Company on any matter relating
to the Company's operations, policies or practices.
Mr. D. Patrick Long expressed his thanks to both Mr. Guiltinan and
Mr. Leadbetter and commended each of them for their dedicated
service to the Company.

                      Significant Cash Needs

As of June 28, 2009, the Company had $13,505,982 in total assets
and $24,299,734 in total liabilities, resulting in stockholders'
deficit of $10,793,752.

As of June 28, 2009, the Company had a cash balance of $281,721
and a negative working capital balance of $4,182,791.  For the
nine months ended June 28, 2009 and the year ended September 28,
2008, the Company incurred net losses of $3,905,128 and
$2,924,340, respectively.  During the same periods, the Company
used cash in operating activities of $532,782 and $2,454,089,
respectively.  In addition, it is likely that the Company will
incur losses for the foreseeable future.

The Company acknowledged it has significant cash needs:

     -- The Company is required to pay quarterly interest in cash
        on the bridge loan, through maturity on October 31, 2009,
        at which time the entire principal of $2,000,000 will be
        due;

     -- The Company also has a commitment to pay in 2009 roughly
        $740,000 for the remaining purchase price of equipment on
        order with a supplier;

     -- The Company is required to pay quarterly interest in cash
        on the construction loan with Opus 5949 LLC;

     -- On April 8, 2010, the Company is obligated to repay an
        $850,000 promissory note to a related party;

     -- On July 25, 2010, the Company will be required to pay
        $7,000,000 on the Construction Loan, and thereafter to
        make quarterly principal payments of $350,000 and the
        interest thereon beginning in October 2010;

     -- On July 31, 2010, the Company will be required to repay
        $3,000,000 for its 8% convertible debentures; and

     -- The Company will have to fund its working capital needs,
        potential operating losses, and capital expenditures.

The Company said its viability and ability to pay or refinance its
debt obligations, particularly to repay the Bridge Loan, together
with interest thereon, to pay quarterly interest, in cash, on the
Construction Loan, and to maintain adequate liquidity, depend on a
number of factors.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 29, 2009, KBA
Group LLP in Dallas, Texas, the Company's independent auditor,
raised substantial doubt about the Company's ability to continue
as a going concern after its audit report dated June 12, 2009.
The uncertainty of achieving profitability or obtaining additional
financing raises substantial doubt about the Company's ability to
continue as a going concern.

                 About North American Technologies

North American Technologies Group Inc. (OTC BB: NATK) --
http://www.natk.com/-- is engaged in the manufacturing and
marketing of engineered composite railroad crossties through its
100% owned subsidiary TieTek LLC.  The Company's composite
railroad crosstie is a direct substitute for wood crossties, but
with a longer expected life and with several environmental
advantages.


NORTH CENTRAL PROCESSORS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: North Central Processors, Inc.
        23D Country Club Lane
        Milford, MA 01757

Bankruptcy Case No.: 09-43518

Chapter 11 Petition Date: August 27, 2009

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

Judge: Joel B. Rosenthal

Debtor's Counsel: Nicholas Ruscitti, Esq.
                  217 LaurelWood Drive
                  Hopedale, MA 01747
                  Tel: (508) 395-0416

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 Peter Belli, president of the Company.


NOVELOS THERAPEUTICS: Unveil $9 Million Private Placement
---------------------------------------------------------
Novelos Therapeutics, Inc., on August 21, 2009, entered into
exchange agreements with certain accredited investors who held
warrants to purchase 6,947,728 shares of its common stock.
Pursuant to the exchange agreements, Novelos issued an aggregate
of 2,084,308 shares of its common stock in exchange for the
warrants.  The holders agreed not to transfer or dispose of the
shares of common stock until February 18, 2010.

The warrants had been issued in March 2006 in connection with a
private placement of Novelos common stock, had an expiration date
of March 7, 2011, and were exercisable at a price of $1.82 per
share.   Following the exchange, warrants expiring on March 7,
2011 to purchase a total of 5,432,120 shares of Novelos common
stock at $1.82 per share remained outstanding.

On August 25, 2009, Novelos entered into a Securities Purchase
Agreement with Purdue Pharma, L.P., to sell 13,636,364 shares of
Novelos common stock, $0.00001 par and warrants to purchase
4,772,728 shares of Novelos common stock at an exercise price of
$0.66, expiring December 31, 2015, for an aggregate purchase price
of $9,000,000.

Pursuant to the Purchase Agreement, Novelos sold Purdue 5,303,030
shares of common stock and a warrant to purchase 1,856,062 shares
of common stock at $0.66 per share for approximately $3,500,000.
The sale of the remaining common stock and warrants will be
completed in one or more subsequent closings subject to the
availability of additional authorized shares of Novelos common
stock and the satisfaction of certain customary closing
conditions.

Novelos also agreed to negotiate with Purdue for rights to
license, develop and commercialize NOV-002 in the United States on
an exclusive basis until the conclusion of the pivotal Phase 3
trial for non-small cell lung cancer under a Special Protocol
Assessment (SPA) and Fast Track.  The Phase 3 trial is expected to
conclude in early 2010.  Novelos also granted Purdue a conditional
right of first refusal to acquire rights to NOV-002 in the United
States after the conclusion of the Phase 3 trial.  Novelos already
has a partnership with Mundipharma, an independent associated
company of Purdue, to develop and commercialize NOV-002 in Europe
and Asia (excluding China).  Novelos has also entered into a
separate agreement to exclusively negotiate with Mundipharma and
its independent associated company on a conditional basis for the
rights to NOV-002 in Canada, Mexico and Latin America, as well as
granting Mundipharma and its independent associated company a
conditional right of first refusal to the NOV-002 rights in such
territories upon the conclusion of the exclusive negotiation
period.

"I am very pleased with Purdue's continued support, providing
Novelos funds for a robust development program thru mid-2010,"
said Harry Palmin, President and CEO of Novelos.  "We expect our
pivotal 900-patient Phase 3 lung cancer trial to conclude in early
2010.  The trial was fully enrolled in March 2008, with the
primary endpoint of increased median overall survival to be
evaluated following the occurrence of 725 deaths."

Novelos also entered into a registration rights agreement with
Purdue.  The registration rights agreement requires Novelos to
file with the Securities and Exchange Commission no later than 5
business days following the earlier of the six-month anniversary
of (i) the Final Subsequent Closing or (ii) the end of the
Exclusive Negotiation Period, a registration statement covering
the resale of all the shares of common stock issued pursuant to
the Purchase Agreement and all shares of common stock issuable
upon exercise of the warrants issued to pursuant to the Purchase
Agreement.

On March 17, 2009, Stowe & Degon LLC in Westborough,
Massachusetts, expressed substantial doubt about Novelos
Therapeutics Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended December 31, 2008, and 2007.  The auditor noted that the
Company has incurred continuing losses in the development of its
products and has a stockholders' deficiency at December 31, 2008.

                    About Novelos Therapeutics

Headquartered in Newton, Massachusetts, Novelos Therapeutics Inc.
(OTC BB: NVLT) -- http://www.novelos.com/-- is a
biopharmaceutical company commercializing oxidized glutathione-
based compounds for the treatment of cancer and hepatitis.  NOV-
002, the lead compound currently in Phase 3 development for lung
cancer under a Special Protocol Assessment (SPA) and Fast Track,
acts together with chemotherapy as a chemoprotectant and an
immunomodulator.  NOV-002 is also in Phase 2 development for
chemotherapy-resistant ovarian cancer and early-stage breast
cancer.

Novelos Therapeutics Inc.'s consolidated balance sheet at
June 30, 2008, showed $5,753,832 in total assets, $8,238,837 in
total liabilities, and $13,904,100 in redeemable preferred stock,
resulting in a $16,839,105 total stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $5,699,642 in total current assets
available to pay $8,238,837 in total current liabilities.  The
company reported a net loss of $4,676,638, on revenue of $45,676
for the second quarter ended June 30, 2008.


OPUS SOUTH: Gets November 18 Deadline to Decide on Leases
---------------------------------------------------------
Opus South Corp. and its affiliates ask the U.S. Bankruptcy Court
for the District of Delaware to extend the time within which they
may assume and assign, or reject all unexpired non-residential
real property leases, through and including November 18, 2009.  In
addition, the Debtors seek an interim order temporarily granting
an extension of the lease decision period until the Court enters
a final ruling on their request.

Pursuant to Section 365(d)(4) of the Bankruptcy Code, if a debtor
does not assume or reject an unexpired lease of non-residential
real property under which the debtor is a lessee within 120 days
after the Petition Date, or within an additional time as the
Court may fix, then the lease is deemed rejected.  However,
Section 365(d)(4) also authorizes a court to extend the
Assumption or Rejection Period for 90 days for cause.

The Opus South Debtors' current Lease Decision Period expire on
August 20, 2009.

Victoria W. Counihan, Esq., at Greenberg Traurig LLP, in
Wilmington, Delaware, relates that over the past few months since
the Petition Date, the Debtors have focused their efforts on
marketing and selling or otherwise disposing of their various
real estate and other assets, as well as upon reducing expenses,
dealing with business operational issues, and addressing a
variety of other issues in their Chapter 11 cases.

However, due to the numerous issues that have required the
Debtors' attention and given the current economic climate, the
Debtors need additional time to determine if the Leases have
value to their estates, Ms. Counihan explains.  She notes that
certain of the Leases are for warehouses and storage facilities
where the Debtors' records are stored, and the Debtors need more
time to determine which Leases may be necessary depending on
whether their cases are liquidating cases or cases in which a
plan will be proposed.

"If the Debtors fail to obtain the requested extension, such
failure may be to the economic detriment of the estates and may
frustrate the Debtors' efforts to maximize the value of the
estates," Ms. Counihan points out.

                         *     *     *

Judge Mary F. Walrath rules that the period during which the Opus
South Debtors may assume, assume and assign, or reject unexpired
non-residential real property leases is extended through and
including November 18, 2009.

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.


OPUS SOUTH: Proposes Settlement with Wachovia, Lenders
------------------------------------------------------
Opus South Corp. and its affiliates ask the Court for authority to
enter into a settlement agreement with the Wachovia Bank N.A.,
Regions Bank, Bank of America and National City Bank through
Wachovia Bank N.A., as administrative agent for the Lenders.

Before the Petition Date, the Lenders extended a $90 million
syndicated construction loan to Debtor Waters Edge One LLC, one
of the Debtors.  The Waters Edge Loan was subsequently reduced to
$82 million.  The Loan is evidenced by four promissory notes,
aggregating $82 million, and secured by first and second lien
mortgages on certain of the Debtors' properties in various
locations.

After the Opus South Debtors asked the Court's approval for the
sale of certain assets and the assignment and sale of certain
executory contracts, the Lenders filed an objection asserting
that the sale of properties subject to their liens could not
proceed without their consent and that the proposed bidding
procedures were not sufficient to protect their interests.

Subsequently, to resolve their dispute, the Debtors and the
Lenders reached a settlement of their issues.  The parties'
Settlement Agreement provides for:

  (1) a consensual agreement by and among Wachovia, the
      Prepetition Waters Edge Lenders, and the Opus South
      Debtors to sell Subject Properties;

  (2) an agreement from the Prepetition Waters Edge Lenders,
      upon satisfaction of certain conditions, for the release
      of the Opus South Debtors' guaranty and the Capital
      Funding Commitment Letter obligations; and

  (3) a postpetition DIP financing by Wachovia, which will:

        -- incorporate the protective advances previously made
           by Wachovia to pay the operating expenses of the
           Subject Properties in order to preserve their values
           prior to a sale;

        -- provide additional funding to pursue the "RMSSR
           Claims"; and

        -- provide the funding necessary to permit Waters Edge
           to file and seek confirmation of a plan of
           reorganization, if the parties agree.

Victoria W. Counihan, Esq., at Greenberg Traurig LLP, in
Wilmington, Delaware, asserts that among other things, the
parties' Settlement Agreement incorporates protective advances,
which permits the Debtors to receive postpetition financing to
fund the operations of the Subject Properties through the date of
their sale, and also provide additional financing to fund the
prosecution of "RMSSR Claims," which is a potential source of
recovery for both the Waters Edge Lenders and other general
unsecured creditors of  Waters Edge.

Waters Edge has been and is currently pursuing claims against
Ruden McCloskey Smith Schuster & Russell P.A. and Mark Grant in
the Circuit Court of the Sixth Judicial Circuit in and for
Pinellas County, Florida.  The subject matter of the RMSSR Claims
relates to legal services provided in connection with the Waters
Edge Property.  The RMSSR Claims are subject to $30 million of
insurance coverage.

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.


OPUS SOUTH: Wants December 18 Extension for Plan Filing
-------------------------------------------------------
Opus South Corp. and its affiliates ask the U.S. Bankruptcy Court
for the District of Delaware to extend the period during which
they have the exclusive right to file a Chapter 11 plan through
and including December 18, 2009; and the period during which they
have the exclusive right to solicit acceptances of that plan
through and including February 16, 2010.

Pursuant to Section 1121 (b) of the Bankruptcy Code, a debtor has
the exclusive right to file a Chapter 11 plan during the first
120 days after the commencement of a Chapter 11 case.  If a
debtor files a plan during the period, pursuant to Section
1121(c)(3) of the Bankruptcy Code, an additional 60 day period is
automatically granted during which the debtor may exclusively
solicit acceptance of that plan.  Section 1121(d) also permits
the Court to extend the Exclusive Periods "for cause," but not
beyond 18 months after the Petition Date.

The Debtors' current Exclusive Plan Filing Period expired on
August 20, 2009, and their Plan Solicitation Period will expire
on October 19, 2010.

Victoria W. Counihan, Esq., at Greenberg Traurig LLP, in
Wilmington, Delaware, asserts that ample cause exists to extend
the Debtors' Exclusive Periods.  She contends that the Debtors
have worked diligently to administer their estates and have
focused on stabilizing their properties, obtaining necessary
funding, negotiating and consummating sales of assets, and
negotiating various alternative exit strategies for each
particular property with each property's particular lender.

Specifically, Ms. Counihan tells the Court that:

  -- Waters Edge One LLC, 400 Beach Drive LLC, and Clearwater
     Bluff LLC are in advanced negotiations with their lenders
     on a global deal to finalize a sale of substantially all of
     their assets, obtain DIP financing, and work towards an
     exit for their Chapter 11 cases.

  -- 8th & 14th LLC and Calm Waters LLC are in the process of
     finalizing sales of substantially all of their assets; and

  -- Shoppes of Four Corners LLC is also in the process of
     structuring a mutually acceptable arrangement between all
     interested parties but are still unable to finalize the
     proposed arrangement.

Against this backdrop, Ms. Counihan asserts that the Debtors need
additional time to complete their sales and related transactions
before a Chapter 11 plan can be filed.

The Court is set to convene a hearing to consider the Debtors'
request on September 9, 2009.  Pursuant to Del.Bankr.LR 9006-2,
the Debtors' Exclusivity Periods is automatically extended until
the conclusion of that hearing.

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.


OSI RESTAURANT: Bank Debt Trades at 20.5% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
79.45 cents-on-the-dollar during the week ended Friday, Aug. 28,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.65 percentage points from the previous week, The Journal
relates.  The loan matures May 9, 2014.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B3 rating and Standard & Poor's B+ rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Aug. 28, among the 140 loans with five or more bids.

OSI Restaurant Partners is the #3 operator of casual-dining spots
(behind Darden Restaurants and Brinker International), with more
than 1,400 locations in the US and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings. OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations. Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned. A group led by chairman
Chris Sullivan took the company private in 2007.

As reported by the Troubled Company Reporter on Feb. 24, 2009,
Moody's Investors Service downgraded OSI Restaurant's Probability
of Default rating to Ca from Caa1 and lowered the rating on its
$550 million 10% senior unsecured notes to C from Caa3.  Moody's
also placed OSI's Corporate Family and senior secured ratings on
review for possible downgrade.

The review was prompted by the recent announcement that OSI
continues to experience a substantial decline in earnings and
store traffic to levels worse than Moody's previously expected.
The company also announced that it will likely need to take an
impairment charge of between $480 and $540 million for goodwill
due to a reduction in its projected results for future periods as
a result of poor overall economic conditions.


PACERS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Pacers, Inc.
        3334 Midway Dr.
        San Diego, CA 92110

Bankruptcy Case No.: 09-12738

Chapter 11 Petition Date: August 27, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Michael T. O'Halloran, Esq.
                  1010 Second Avenue, Ste. 1727
                  San Diego, CA 92101
                  Tel: (619) 233-1727
                  Fax:  (619) 233-6526
                  Email: mto@debtsd.com

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

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

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

            http://bankrupt.com/misc/casb09-12738.pdf

The petition was signed by Jason Mohney, president of the Company.


PAPER INT'L: Durango Plan Declared Effective August 27
------------------------------------------------------
Paper International, inc., et al., said in a filing with the U.S.
Bankruptcy Court for the Southern District of New York that their
First Amended Joint Chapter 11 Plan of Reorganization co-proposed
by Corporacion Durango, became effective August 27, 2009.

All applications for payment of a fee claim are due within 45 days
after the Effective Date.

As reported by the TCR on June 24, 2009, the Hon. Robert R. Drain
of the U.S. Bankruptcy Court for the Southern District of New York
confirmed a first amended joint Chapter 11 plan of reorganization
for Paper International Inc. and Fiber Management of Texas Inc.
proposed by their parent company Corporacion Durango on May 15,
2009.

Under the plan, the Debtors' businesses will continue to be
operated in substantially their current form, with Paper
International continuing to own its equity in McKinley and
FMT, and FMT continuing the wind down of its fiber procurement
business, which began when FMT ceased its operations in August
2008.  Furthermore, the plan treats the estates of Paper
International and FMT as comprising a single estate solely for
purposes of voting on the plan, confirmation of the plan and
making plan distributions in respect of claims against and
equity interests in such Debtors under the plan.

The plan relates that holders of allowed priority claims and
general unsecured claims will be paid in full in accordance with
the reinstated right, as and when the payment is due.  Holders of
allowed noteholder claims are expected to get new senior notes,
new senior notes guarantees, restructuring fee or Durango new
equity under the noteholder settlement of the Mexican
reorganizational plan.  Moreover, equity interests holders will
keep 100% of their legal and equitable ownership rights.

General unsecured holders, totaling $700,000, are expected to
recover 100% while noteholders will get 70.4% of their allowed
claim under the plan.

A full-text copy of the Corporacion Durango's disclosure statement
is available for free at http://ResearchArchives.com/t/s?3e1b

A full-text copy of the Corporacion Durango's amended plan is
available for free at http://ResearchArchives.com/t/s?3e1c

Attorneys at Morrison & Foerster LLP, in New York, represented
Paper International.  Attorneys at White & Case LlP represented
Corporacion Durango.

                      About Paper International

Headquartered in Prewitt, New Mexico, Paper International, Inc.
-- http://www.internationalpaper.com/-- is the wholly-owned
direct subsidiary of Corporacion Durango, S.A.B. de C.V., a
corporation organized under the laws of Mexico, which maintains
its principal place of business in Durango, Mexico.  The Debtor
currently owns 100% of the equity shares in Fiber Management of
Texas, Inc., a corporation organized under the laws of Texas, as
well as 100% of the equity shares in non-debtor Durango McKinley
Paper Company, a New Mexico company.  Paper International is a
holding company which has no employees, no operations, and whose
primary assets are its ownership interests in Durango McKinley and
Fiber Management.

Before August 2008, Fiber Management's primary business was the
procurement of paper materials to manufacture recycled paper
products for use by Durango McKinley and other paper manufacturing
affiliates of Corporacion Durango located in Mexico.  In August
2008, Fiber Management ceased procuring fiber and began winding up
all of its business operations.

Paper International and Fiber Management filed for Chapter 11
protection on October 6, 2008 (Bankr. S.D. N.Y. Lead Case No.08-
13917).  Larren M. Nashelsky, Esq., and Lorenzo Marinuzzi, Esq.,
at Morrison & Foerster LLP, represent the Debtors as counsel.
Eric Kate Mautner, Esq., at Bingham McCutchen LLP, represents the
Official Committee of Unsecured Creditors as counsel.  APS
Services, LLC, serves as the Debtors' crisis managers.  The
Debtors designated Meade Monger, a managing director of
AlixPartners, LLP, an affiliate of AP Services, as its chief
restructuring officer.  The Court appointed Kurtzman Carson
Consultants, LLC, as claims agent in the Debtors' bankruptcy case.

At March 31, 2009, the Debtors had $123,365,705 in total assets,
$552,348,876 in total liabilities, and $428,983,171 in
stockholders' deficit.


PARAMOUNT RESOURCES: S&P Affirms 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit and senior unsecured debt ratings on Calgary,
Alberta-based Paramount Resources Ltd. The outlook is stable.  At
the same time, S&P revised the recovery rating on Paramount's 'B'
rated senior unsecured debt to '4' from '3'.  A '4' recovery
rating indicates an average (30%-50%) recovery in a default
scenario.

"We revised the recovery rating to reflect lower reported reserves
and a decreased valuation of its equity holdings," said Standard &
Poor's credit analyst Jamie Koutsoukis.

"In S&P's opinion, the ratings on Paramount reflect the company's
low reserve life index and its high finding, development, and
operating costs," Ms Koutsoukis added.  In S&P's view, the
company's financial flexibility and capital structure, which S&P
believes are strong for the 'B' rating category, somewhat mitigate
these factors and support the rating.

Paramount is an exploration and production company operating
primarily in the Western Canadian Sedimentary Basin.  Its
properties are predominantly in Alberta, British Columbia and the
Northwest Territories in Canada; and North Dakota and Montana in
the U.S.  The company's reserves and production mix are weighted
toward natural gas, which accounts for more than 75% of the
company's gross proven reserves and approximately 73% of its
production.  It also owns and operates production facilities and
processing infrastructure in its core operating regions.

The stable outlook reflects Standard & Poor's expectation that
Paramount will substantially fund its capital spending program in
2009 with internally generated funds, and that its focused capital
program will result in it stabilizing its production declines and
improving economics.  Furthermore, S&P expects no material debt-
financed acquisitions and no material increases in debt for the
balance of 2009.  An outlook revision to negative is likely if
Paramount depletes its remaining cash balance and draws on its
credit facility.  Furthermore, a negative rating action is
possible should Paramount experience a deterioration of its
financial risk profile -- particularly if liquidity is
significantly reduced to fund cash shortfalls related to capital
expenditures -- and if reserve replacement economics associated
with developing undeveloped acreage and long-term assets worsen.
A positive rating action, which S&P believes is unlikely in the
near term given Paramount's consolidated cost structure and its
vulnerability to weak natural gas prices, depends on the company
demonstrating internal reserve and production growth while
maintaining and improving a stable, break-even cost profile.


PELICAN BAY DEVELOPMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Pelican Bay Developments I, Inc.
        26381 South Tamiami Trail, Suite 300
        Bonita Springs, FL 34134

Bankruptcy Case No.: 09-19039

Chapter 11 Petition Date: August 27, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Steven M. Berman, Esq.
                  Shumaker, Loop & Kendrick, LLP
                  101 E. Kennedy Blvd., Suite 2800
                  Tampa, FL 33602
                  Tel: (813) 229-7600
                  Fax: (813) 229-1660
                  Email: sberman@slk-law.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

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

The petition was signed by James Nashman, vice president of the
Company.


PHILADELPHIA NEWSPAPERS: Reaches Pacts on Taping Probe, DIP Loans
-----------------------------------------------------------------
Christopher K. Hepp at Philadelphia Inquirer reports that
Philadelphia Newspapers L.L.C. has reached a series of agreements
with its major creditors, including a $15 million interim
financing.

Philadelphia Inquirer states that Philadelphia Newspapers and the
creditors agreed that:

    -- Citizens Bank, one of the Company's senior lenders, will
       provide $15 million interim financial assistance, known as
       debtor-in-possession financing.  The Company had been
       seeking financing through Republic First Bank.  The
       agreement eliminated a loan clause giving the lenders
       approval rights over any reorganization plan.  It also
       ensures that no other creditor would move ahead of the
       senior lenders when it came to repayment of debts.

    -- The period of time Philadelphia Newspapers has to
       exclusively pursue its plan of reorganization is extended
       from August 31 until November 2, the extension last sought
       by the Company, and it can be canceled if the Company fails
       to follow through on its plans to place the firm up for
       auction.

    -- Senior lenders can negotiate contracts with any of the
       Company's unions, so long as the unions approach them
       first.  Talks are allowed if and when the lenders
       officially bid on the Company.

    -- A third party, possibly the U.S. Trustee's Office, will
       serve as an independent monitor to ensure that the
       Company's auction is open and fair.

    -- The probe into an unauthorized taping of a meeting between
       senior lenders and company officials is suspended until
       January 2.  The Company had been pressing for a more
       aggressive investigation of the taping, which was conducted
       by an official of CIT Group, a senior lender, at a meeting
       with company officials.

Philadelphia Inquirer says that the agreements don't mean the end
to conflicts.  The report states that in a hearing in the U.S.
Bankruptcy Court in Philadelphia, Philadelphia Newspapers and the
creditors disagreed on whether the lenders can use the debt they
are owed in a bid to purchase the Company.  According to the
report, the result of that dispute could determine who will own
the Company.

Fred Hodara -- the attorney for senior lenders Angelo, Gordon &
Co.; CIT Group; Eaton Vance Management; and Citizens Bank -- said
that his clients will seek control of Philadelphia Newspapers,
Philadelphia Inquirer relates.

Maryclaire Dale at The Associated Press reports that the creditors
have hired Bob Hall, publisher of The Philadelphia Inquirer and
Philadelphia Daily News from 1990 to 2003, as an adviser.  Mr.
Hall, according to the report, has been advising the bank lenders
since April.  Citing the creditors, the report states that Mr.
Hall would be part of the management team if creditors take over
the Company.

According to The AP, Philadelphia Newspapers is seeking to shed
most of its $400 million in debt by buying back the Company
through a bankruptcy auction for about 22 cents on the dollar.
The AP says that the auction is open to other bidders, although
only the creditors are known to be preparing a rival bid.  The
report states that bids are due by October 22.

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products.  The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc. The Garden City Group, Inc. serves as
claims and notice agent.   Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


PHILADELPHIA NEWSPAPERS: Newsroom Employees Extend CBA by 30 Days
-----------------------------------------------------------------
Philadelphia Daily News reports that the Newspaper Guild, which
represents most of the newsroom employees at Philadelphia
Newspapers L.L.C.'s Daily News and Inquirer, has agreed to extend
its contract by 30 days.

As reported by the TCR on August 27, 2009, Philadelphia
Newspapers' senior lenders, led by Citizens Bank would ask
permission from the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania to be allowed to negotiate a tentative contract
with the Newspaper Guild.  The Guild's contract expires on
August 31, and they are angry that current owners haven't started
talks or otherwise show their hand.  The AP relates that a dozen
other unions onsite have agreed to month-to-month extensions of
their contracts, which also expire on the same date.

According to Philadelphia Daily News, there's been no significant
bargaining reported between management and any of the unions, due
to Philadelphia Newspapers' Chapter 11 bankruptcy proceedings.

Management was pleased at the Guild action as it would help
Philadelphia Newspapers stay focused on seeking support for a
reorganization proposal, Philadelphia Daily News says, citing Jay
Devine, a spokesperson of the Company.

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products.  The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc. The Garden City Group, Inc. serves as
claims and notice agent.   Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


PINNACLE FOODS: Bank Debt Trades at 8% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Pinnacle Foods is
a borrower traded in the secondary market at 92.38 cents-on-the-
dollar during the week ended Friday, Aug. 28, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.67 percentage
points from the previous week, The Journal relates.  The loan
matures on April 2, 2014.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B2 rating and Standard & Poor's B rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 28, among the 140 loans
with five or more bids.

Based in Mt. Lakes, N.J., Pinnacle Foods Finance LLC manufactures,
markets and distributes branded food products.  It was formerly
referred as Pinnacle Foods Group Inc., prior to April 2, 2007.


PLATFORM TAXI SERVICE: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------------
Debtor: Platform Taxi Service Inc.
        330 McGuinness Blvd.
        Brooklyn, NY 11222

Bankruptcy Case No.: 09-47404

Chapter 11 Petition Date: August 27, 2009

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

Judge: Jerome Feller

Debtor's Counsel: Herbert Noel Steinberg, Esq.
                  Steinberg & Assoc
                  80-02 Kew Gardens Road, Suite 300
                  Kew Gardens, NY 11415
                  Tel: (718) 263-2922
                  Fax: (718) 575-4070
                  Email: steinbergassociates@gmail.com

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

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

According to the schedules, the Company has assets of at least
$1,500,000, and total debts of $3,155,795.

The Debtor identified Jesus Taveras and Urbana Taveras c/o Block,
O'Toole & Murphy with a personal injury lawsuit claim for
$2,799,774 as its largest unsecured creditor. A full-text copy of
the Debtor's petition, including a list of its largest unsecured
creditor, is available for free at:

            http://bankrupt.com/misc/nyeb09-47404.pdf

The petition was signed by Gus Kodogiannis.


PROLIANCE INT'L: Designs $100,000 Retention Bonus Program
---------------------------------------------------------
Proliance International Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Delaware of a $100,000
retention-bonus program for a "handful" of workers whose help is
needed to wind up the business, Bill Rochelle at Bloomberg News
said.  The program is funded by the secured lenders.

Proliance says it's near a sale of its Dutch affiliate.

Based in New Haven, Connecticut, Proliance International, Inc. --
http://www.pliii.com/-- aka Godan makes automobile parts.  The
Company and its affiliates filed for Chapter 11 on July 2, 2009
(Bankr. D. Del. Lead Case No. 09-12278).  Christopher M. Samis,
Esq., and Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger PA, represent the Debtors in their restructuring efforts.
The Debtors' financial condition as of June 22, 2009, showed total
assets of $160.3 million and total debts of $133.5 million.

The sale of Proliance's North American assets to Centrum Equities
XV, LLC, was consummated under the provisions of Section 363 of
the Bankruptcy Code on August 14, 2009.


PROVIDENT ROYALTIES: Court Approves Sale to Sinclair
----------------------------------------------------
Dennis L. Rossien, the Chapter 11 trustee for Provident Royalties
LLC, was authorized by the Bankruptcy Court to sell most of the
properties in exchange for $150 million of secured debt held by an
affiliate of Sinclair Oil Corp, Bill Rochelle at Bloomberg News
reported.

As reported by the Troubled Company Reporter on Aug. 24, 2009, the
official investors committee appointed in Provident Royalties'
Chapter 11 cases objected to the proposed sale of substantially
all of the Debtors' assets to Sinclair Oil & Gas Company.  The
Investors Committee pointed out, among other things certain assets
that Sinclair seeks to purchase are not encumbered by Sinclair's
liens and security interests, and in view thereof, as a matter of
law, Sinclair should not be allowed to "credit bid" against those
assets.

                     About Provident Royalties

Based in Dallas, Texas, Provident Royalties LLC owns working
interests in oil and gas properties primarily in Oklahoma.
Provident and its affiliates filed for Chapter 11 on June 22, 2009
(Bankr. N.D. Tex. Case No. 09-33886).  Judge Harlin DeWayne Hale
presides over the case.  Epiq Bankruptcy Solutions, LLC is
the claims and noticing agent.  The United States Trustee for
the Northern District of Texas appointed nine members to the
Official Committee of Unsecured Creditors.

On July 2, 2009, the Securities and Exchange Commission filed,
under seal, a complaint in District Court for the Northern
District of Texas against the Debtors and certain of their
principals and managing partners on allegations that they sold
stock and limited partnership interest to over 7,700 investors as
part of a $485 million Ponzi scheme.

On July 2, 2009, the District Court for the Northern District of
Texas appointed Dennis L. Roossien, Jr., at Munsch Hardt Kopf &
Harr P.C. in Dallas, Texas, as receiver for the Debtors.  On
July 20, 2009, the Bankruptcy Court appointed the receiver as the
Debtors' Chapter 11 trustee.  Mr. Roossien, Jr., has taken
possession and control of the Debtors' property and business.

Mr. Roossien, Jr., has selected Patton Boggs, LLP, as his special
counsel.  Patton Boggs, LLP, was Debtors' counsel before the
appointment of Mr. Roossien, Jr., as Chapter 11 trustee.  Mr.
Roossien, Jr., has selected Munsch Hardt Koph & Harr, P.C., as
counsel.  Gardere, Wynne, Sewell, LLP, is the proposed counsel to
the official committee of unsecured creditors.

The Company, in its petition, listed between $100 million and $500
million each in assets and debts.


PULTE HOMES: Moody's Downgrades Corporate Family Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of both Pulte Homes,
Inc. and Centex Corporation, including Pulte's corporate family
and probability of default ratings to B1 from Ba3 and the ratings
of all of the senior unsecured debt of both companies to B1 from
Ba3.  The speculative grade liquidity rating of Pulte was
confirmed at SGL-2.  This concludes the review that began
following the announcement by the two companies of their estimated
$3 billion stock-for-stock merger, with Pulte as the surviving
entity.  Pulte's rating outlook is stable.

The downgrades reflect Moody's expectation that the combined
entity's currently robust cash flow generation will decline
substantially during the balance of 2009 and in 2010, as the
benefits of inventory liquidation play out.  Going forward, the
combined entity will need to generate increasing proportions of
cash flow from profitable operations, which will be a considerable
challenge given the company's large land position, lower-than-
industry average gross margins, and somewhat low pro forma revenue
per employee compared to its peer group.  In addition, adjusted
debt leverage, which is a pro forma 60% as of June 30, 2009, is
representative of a low-to-mid B rated company, and covenant
compliance, which benefited from the equity issued to complete the
merger and from the debt to be retired via the $1.5 billion cash
tender offer for debt, will have received only a temporary
reprieve if the company continues taking large quarterly
impairment charges.

At the same time, the ratings acknowledge that the combined entity
will have no significant debt maturities until 2013 (post its
tender offer) and no revolver usage for at least the next 12
months; and that the company has minimal off-balance sheet
obligations considering its size.  In addition, the merger will
enable Pulte to access new markets and to broaden its product
offerings, particularly its starter and first-time move up homes.

The stable outlook reflects Moody's expectation that the increased
risks to the company from its ownership of a large combined land
position that is being absorbed slowly is offset by the potential
benefits from operating synergies and geographic and product line
diversification.

These rating actions were taken:

* Corporate family rating of Pulte lowered to B1 from Ba3

* Ba3 corporate family rating of Centex withdrawn

* Probability of default rating of Pulte lowered to B1 from Ba3

* Ba3 probability of default rating of Centex withdrawn

* Senior unsecured debt ratings of both Pulte and Centex lowered
  to B1 (LGD4, 52%)

* SGL-2 rating of Pulte confirmed

* SGL-3 rating of Centex withdrawn

All of the homebuilding debt of both Pulte and Centex will be
guaranteed by the principal operating subsidiaries of both Pulte
and Centex.

Moody's last rating action for both Pulte Homes, Inc. and Centex
Corporation occurred on April 8, 2009, at which time Moody's put
the ratings of both companies on review for downgrade following
the announcement of their pending merger.

Founded in 1950 and headquartered in Bloomfield Hills, Michigan,
Pulte Homes, Inc. is one of the country's largest homebuilders,
with total revenues and consolidated net income for the trailing
12-month period ended June 30, 2009, of $4.4 billion and
$(1.3 billion), respectively.

Founded in 1950 and headquartered in Dallas, Texas, Centex
Corporation was one of the country's largest homebuilders, with
operations in 74 markets across 22 states.  Total revenues and
consolidated net income for the trailing 12 months ended June 30,
2009 were approximately $3.2 billion and ($1.2) billion,
respectively.


RADIATION THERAPY: S&P Downgrades Corporate Credit Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating for Fort Myers, Florida-based outpatient
radiation oncology services provider Radiation Therapy Services
Inc. to 'B' from 'B+' and the senior secured debt rating to 'B+'
from 'BB-'; the '2'recovery rating, reflecting prospects for
substantial (70%-90%) recovery of principal in the event of a
default, is unchanged.

"The ratings on Radiation Therapy Services Inc. reflect the
competitive and fragmented oncology market, reimbursement risk,
some geographic concentration risk, and high debt leverage," said
Standard & Poor's credit analyst Cheryl Richer.  Debt protection
measures have weakened as a result of a sharp decline in EBITDA in
the first half of 2009.

Radiation Therapy operates in a competitive and fragmented market.
Although doctors use radiation to treat more than one-half of all
cancer cases, the company's focus on a narrow niche of the
oncology market makes it vulnerable to the development of even
more highly effective cancer therapies.  EBITDA for the first half
of 2009 declined by 13% as a result of weaker volumes and
reimbursement cuts.  Pressure on patient throughput reflects the
loss of jobs and healthcare coverage due to the recession, a
decrease in the level of retiree migration to Florida for the
winter months because of the weak economy, and increased
competition in certain markets.  While the company has expanded
its geographic footprint beyond this state over the past few
years, Florida still accounts almost half of revenues.  Proposals
for Medicare reimbursement cuts (effective 2010) related to the
physician fee schedule and equipment utilization rates, could put
additional pressure on profitability; Medicare accounts for almost
50% of the payor mix.

Although demand for services is high because of an aging
population with an increased incidence of cancer, revenue growth
has benefited more from higher reimbursement per procedure than
from procedural volume growth.  Radiation Therapy's strategy has
been to acquire sites and replace conventional radiation treatment
with more advanced technologies such as intensity-modulated
radiation therapy and image-guided radiation therapy, which
provide more effective treatment and are reimbursed by payors at
materially higher rates than conventional external-beam radiation
therapy.  However, until financial capacity grows, and there is
visibility on 2010 Medicare reimbursement, acquisition activity is
likely to be minimal.


REPUBLIC SERVICES: Fitch Affirms Issuer Default Rating
------------------------------------------------------
Fitch Ratings has affirmed the ratings of Republic Services, Inc.,
and its rated subsidiaries:

RSG

  -- Issuer Default Rating at 'BBB-';
  -- Senior unsecured credit facility at 'BBB-';
  -- Senior unsecured at 'BBB-'.

Allied Waste Industries, Inc.

  -- IDR at 'BBB-';
  -- Senior subordinated at 'BB+'.

Allied Waste North America

  -- IDR at 'BBB-';
  -- Senior unsecured at 'BBB-'.

Browning-Ferris Industries

  -- IDR at 'BBB-';
  -- Senior unsecured at 'BBB-'.

Fitch's ratings apply to $5.7 billion in notes and debentures and
two unsecured revolving credit facilities with a combined capacity
of $2.75 billion.  Fitch has revised the Rating Outlook for RSG
and its subsidiaries to Positive from Stable.

RSG's ratings reflect the waste services company's significant
free cash flow generation potential and financial flexibility,
offset somewhat by a heavy debt load following last year's merger
with AW.  However, RSG's debt level has declined materially since
the merger was completed in December 2008, and Fitch expects debt
to decline further over the next several years as leverage
reduction remains the company's top priority for free cash flow
deployment.  In addition, although waste industry volumes have
weakened over the past year, RSG, along with the other major
industry participants, continues to realize margin growth due to a
combination of ongoing pricing gains and cost discipline.  The
Outlook revision to Positive reflects Fitch's expectations that
RSG's credit profile will continue to strengthen over the next
several years as the company realizes merger-related efficiencies
and uses its strong free cash flow to further reduce its debt
balance.

Fitch downgraded RSG's IDR to 'BBB-' from 'BBB+' last December
when the merger with AW was completed.  (Concurrently, Fitch
upgraded AW's IDR to 'BBB-' from 'B+'.) The downgrade was due
primarily to the addition of AW's $6.5 billion debt load to RSG's
capital structure, which drove a significant increase in RSG's
EBITDA leverage from about 2 times (x) pre-merger to over 3x
(including an estimate of AW's 12-months EBITDA) after the merger
was closed.  From the time the merger was initially announced in
June 2008, however, the company's management has consistently
stated that leverage reduction is the company's top priority, with
a goal of driving leverage down to RSG's pre-merger level over the
next two to three years.

Demonstrating that leverage reduction is a priority, management
stopped the company's share repurchase program in mid-2008 in
order to build liquidity that could be used to reduce debt.  This
was significant, given that RSG had repurchased a total of
$855 million in shares in 2006 and 2007 combined.  In addition to
the free cash flow that has been redirected away from the share
repurchase program, RSG has also used cash proceeds from asset
sales required by the U.S. Department of Justice to fund debt
reduction, as well.  As of June 30 2009, RSG had received
$425 million in pre-tax proceeds from DOJ-required asset sales,
all of which had been used to reduce debt.

Through the use of both asset sale proceeds and free cash flow,
RSG reduced its outstanding debt balance by over $600 million in
the first six months of 2009.  By year end, Fitch expects RSG's
EBITDA leverage will fall to slightly below 3.0x using the balance
sheet debt calculation or to just over 3.0x using the principal
value of outstanding debt.  (The balance sheet value of RSG's debt
is about $500 million below the total principal value, largely due
to GAAP accounting treatment for AW's debt at the time the merger
closed in December 2008, which called for the acquired debt to be
recorded at fair value on RSG's consolidated balance sheet.) Fitch
expects leverage to continue trending downward over the next
several years as RSG uses its significant free cash flow to pay
down a portion of its maturing debt obligations.  Fitch also
expects that RSG will look for other opportunities to accelerate
debt reduction as well, including potentially tendering for a
portion of the outstanding AW notes, although whether or not the
company undertakes any tenders likely will depend on capital
market conditions.

RSG's liquidity position remains strong, with $68 million in cash
and a total of $730 million available on its two revolvers at the
end of the second quarter.  In addition, Fitch estimates that RSG
will produce between $200 million and $250 million of free cash
flow (calculated as net cash from operations, less capital
expenditures and dividends) in 2009 and potentially more than
$250 million of free cash flow in 2010.  However, the company's
upcoming maturity profile is very uneven, with $1.1 billion in
debt maturing annually in 2011 and 2013 but only $388 million
coming due next year and a mere $38 million due in 2012.  As a
result of the heavy maturities in 2011 and 2013, as well as a need
to smooth the company's maturity profile, Fitch expects RSG to
enter the capital markets from time-to-time over the next several
years by issuing new senior unsecured notes.  While the issuance
of new notes could cause a temporary increase in leverage at the
time of issuance, Fitch does not expect any new debt issuances to
signal a reversal of management's longer-term debt reduction
plans.  Instead, Fitch believes any new debt issued will be used
primarily to refinance portions of the upcoming maturities or to
fund potential tenders.  As such, Fitch expects that the amount of
debt repaid over the next several years will more than offset any
increases from new debt issued.

In terms of operations, RSG has seen a notable decline in
collection and landfill volumes over the past year, as the U.S.
recession has resulted in the production of less waste.  Volume
declines have been heaviest in the industrial segment, including
temporary roll-off containers, as U.S. construction and
manufacturing output have fallen, while volume declines in the
commercial and residential segments have been more modest.  In the
second quarter of 2009, RSG reported that industrial volumes were
off 18%, while commercial volumes declined about 6% and
residential volumes were down about 3%.  In the first half of this
year, lower volumes accounted for 86% of the $490 million decline
in internal revenue year-over-year (when adjusted to include AW's
first-half 2008 revenue and excluding divested and intercompany
revenues).  Looking ahead, volumes are likely to remain depressed
through at least the remainder of 2009 and, potentially, into next
year, as well.  However, there are indications that volumes have
now stabilized, so absent an unanticipated further steep decline
in the U.S. economy, volumes are not expected to worsen materially
from current levels in the near term.

Despite the general volume weakness, RSG continues to enjoy
pricing gains.  This pricing strength primarily has been the
result of a change in industry pricing philosophy over the past
six years, which has emphasized margin growth and return on
invested capital over market share growth.  This disciplined
pricing approach has resulted in ongoing pricing strength, even in
the industrial segment, despite double-digit volume declines over
the past two years.  In the first half of 2009, RSG's internal
revenue growth due to pricing was 3.4%, and Fitch sees no signs of
industry pricing strength waning in the near term.

It is important to note that pricing in many of RSG's long-term
contracts is tied to various inflationary indices, which protects
the company against inflation-driven increases in costs.  As a
result, Fitch looks at RSG's pricing gains relative to the rate of
inflation, as the magnitude of pricing changes will vary with
increases and decreases in the rate of inflation.  Furthermore,
given the relatively fixed cost structure of the company's
landfills, periods of higher inflation, which lead to growth in
inflation-indexed pricing, can actually result in improved
margins.  This mitigates some of the concerns that potential
future increases in the rate of U.S. inflation could negatively
affect the company's financial performance and credit profile over
the longer term.

Further contributing to margin improvement are the benefits that
RSG continues to derive from its merger with AW, which was
completed last December.  At the time the merger was proposed, RSG
estimated that the combination would produce annualized synergy
benefits of $150 million by the third year following the merger
closing.  Attainment of synergies appears to be occurring more
quickly than planned, however, and the company has increased its
estimate of the total synergy benefits to be achieved from the
merger once the integration of the two companies is complete.  On
RSG's second quarter earnings call, management noted that
$115 million in annualized run rate synergies had already been
attained, and that $125 million in annualized run rate synergies
are expected by the end of the year.  The company now estimates
that a total of $165 million to $175 million in annualized run
rate synergies will be realized by the end of next year.

Most of the synergies achieved so far have resulted from
integrating company systems and procedures, adopting best
practices from both organizations and rationalizing corporate and
regional functions and headcount.  In general, the integration
process appears to be proceeding smoothly, with no noteworthy
problems encountered so far.  Largely due to the combination of
improved pricing and merger-related synergy benefits, RSG achieved
an EBITDA margin (adjusted for non-recurring items) of 31% in the
first six months of this year, up from standalone EBITDA margins
of 28.2% and 27.9% at RSG and AW, respectively, in the first half
of 2008.

RSG's ratings could be upgraded within the next 18 months if
market conditions in the waste services industry do not worsen and
if the company continues to demonstrate meaningful progress toward
debt reduction, particularly if the company's EBITDA leverage
approaches the mid-2x range.  On the other hand, Fitch may revise
RSG's Outlook back to Stable if the pace of de-levering slows,
either due to a substantial further weakening in operating
conditions or a change in the company's emphasis on debt
reduction.  In particular, a restart of the share repurchase
program prior to attainment of the company's stated leverage
reduction goals could mark a significant change in management
philosophy that could result in a revision of the Outlook back to
Stable.


REVLON INC: Files Amendments to Exchange Offer Documents
--------------------------------------------------------
Revlon Inc. filed with the Securities and Exchange Commission:

     -- Amendment No. 3 to amend its Tender Offer Statement and
        Schedule 13E-3 Transaction Statement on Schedule TO filed
        on August 10, 2009 -- as amended by Amendment No. 1 to the
        Tender Offer Statement and Schedule 13E-3 filed on
        August 11, 2009, and Amendment No. 2 to the Tender Offer
        Statement and Schedule 13E-3 filed on August 19, 2009; and

     -- Amendment No. 3 to amend the Rule 13E-3 Transaction
        Statement on Schedule 13E-3 filed on behalf of MacAndrews
        & Forbes Holdings Inc., on August 10, 2009, as amended by
        Amendment No. 1 to the Schedule 13E-3 filed on August 11,
        2009 and Amendment No. 2 to the Schedule 13E-3 filed on
        August 19, 2009.

The Amendments relate to Revlon's offer to exchange each share of
Revlon's Class A common stock, par value $0.01 per share for one
share of Revlon's newly issued Series A preferred stock, par value
$0.01 per share, upon the terms and subject to the conditions set
forth in the Offer to Exchange, dated August 10, 2009, as amended
and restated on August 27, 2009, and in the related Letter of
Transmittal.

Amendment No. 3 to Rule 13E-3 Transaction Statement on Schedule
13E-3 also adds Ronald O. Perelman, together with MacAndrews &
Forbes, as a filing person to the Schedule 13E-3.

A full-text copy of the Amended and Restated Offer to Exchange is
available at no charge at http://ResearchArchives.com/t/s?436e

The Exchange Offer is subject to various conditions, including the
non-waivable condition that at least 10,117,669 shares of Class A
Common Stock -- representing a majority of the Class A Common
Stock not beneficially owned by MacAndrews & Forbes Holdings Inc.
and its affiliates -- are tendered.

The Exchange Offer will expire at 5:00 p.m., New York City time,
on September 10, 2009, unless the offer is extended.

Each share of Series A Preferred Stock will have a liquidation
preference of $3.71, will be entitled to receive a 12.75% annual
dividend payable quarterly in cash and will be mandatorily
redeemed after four years.  Holders of Series A Preferred Stock
will receive cash payments of roughly $7.10 over the four-year
term of the preferred stock, through the payment of 12.75% annual
dividends in cash -- equal to roughly $0.12 per share quarterly --
a special cash dividend of $1.50 per share after two years, and a
$3.71 per share liquidation preference at maturity -- assuming
Revlon does not engage in one of certain specified change of
control transactions during that period.

If Revlon engages in one of certain specified change of control
transactions within two years of consummation of the Exchange
Offer, the holders of the Series A Preferred Stock will have the
right to receive a special dividend, capped at an amount that
would provide aggregate cash payments of up to $12.00 per share --
including the liquidation preference and any dividends paid or
payable in respect of the Series A Preferred Stock.  If Revlon
does not engage in such a change of control transaction within two
years of consummation of the Exchange Offer, the holders of the
Series A Preferred Stock will have the right to receive a special
dividend of $1.50 per share out of funds lawfully available
therefor.

In addition, prior to the second anniversary of the issuance of
the Series A Preferred Stock, each preferred stockholder will have
a one-time opportunity, exercisable not earlier than six weeks nor
later than two weeks prior to the second anniversary of the
issuance of the Series A Preferred Stock, to convert his or her
shares of Series A Preferred Stock into a new series of preferred
stock in exchange for giving up the right to receive the $1.50 per
share special cash dividend; the effect of this conversion would
be to extend from the second anniversary of the issuance of the
Series A Preferred Stock until the third anniversary of such
issuance the preferred stockholder's right to receive the change
of control payment -- but during such third year capped at $12.50
per share instead of $12.00 per share (in each case, including the
liquidation preference and any dividends paid or payable in
respect of the Series A Preferred Stock and the Series B Preferred
Stock)).

The terms of the Series B Preferred Stock will in all other
respects be the same as those of the Series A Preferred Stock.
Each share of Series A Preferred Stock will have the same voting
rights as a share of Class A Common Stock, except with respect to
certain mergers.

Upon the consummation of the Exchange Offer, (1) MacAndrews &
Forbes will contribute to Revlon $3.71 of the aggregate
outstanding principal amount of the Senior Subordinated Term Loan
Agreement between MacAndrews & Forbes and Revlon Consumer Products
Corporation, Revlon's wholly owned operating subsidiary, for each
share of Class A Common Stock tendered for exchange in the
Exchange Offer, and not withdrawn, up to a maximum contribution of
$75 million of the aggregate outstanding principal amount of the
Senior Subordinated Term Loan, (2) the maturity date of the Senior
Subordinated Term Loan will be extended from August 1, 2010 to the
fourth anniversary of the consummation of the Exchange Offer, and
the interest rate will be changed from 11% to 12.75% per annum,
and (3) Revlon will issue to MacAndrews & Forbes one share of
Class A Common Stock for each share of Class A Common Stock
tendered for exchange, and not withdrawn, in the Exchange Offer.

As of July 31, 2009, 48,443,072 shares of Class A Common Stock and
3,125,000 shares of our Class B Common Stock were issued and
outstanding, and all calculations of percentage ownership in this
Offer to Exchange are based on such numbers of outstanding shares.
The Class A Common Stock is traded on the New York Stock Exchange
under the symbol "REV."

Revlon does not intend to list the Series A Preferred Stock on any
securities exchange.

Fidelity, the largest of Revlon's unaffiliated stockholders
through its beneficial ownership of approximately 15.9% of Revlon
Class A Common Stock, has indicated to MacAndrews & Forbes that --
although no investment decision to participate in the Exchange
Offer has been made by Fidelity on behalf of itself or its funds
and accounts and an investment decision would be subject to its
review of SEC filings disclosing the Exchange Offer -- Fidelity
would view the Exchange Offer as an attractive potential
investment opportunity, provided it meets the investment needs of
Fidelity and its funds and accounts.  MacAndrews & Forbes has
advised that the terms of the Series A Preferred Stock are
consistent with terms described to Fidelity.

Franklin M. Gittes, Esq., and Alan C. Myers, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in New York, advise Revlon in the
transaction.

Adam O. Emmerich, Esq., and Trevor S. Norwitz, Esq., at Wachtell,
Lipton, Rosen & Katz, in New York, advise MacAndrews & Forbes in
the transaction.

                          About Revlon

Revlon Inc. -- http://www.revloninc.com/-- is a worldwide
cosmetics, hair color, beauty tools, fragrances, skincare, anti-
perspirants/deodorants and beauty care products company.  Revlon
Inc. conducts its business exclusively through its direct wholly
owned operating subsidiary, Revlon Consumer Products Corporation,
and its subsidiaries.  Revlon is a direct and indirect majority
owned subsidiary of MacAndrews & Forbes Holdings Inc., a
corporation wholly-owned by Ronald O. Perelman.  The Company's
brands, which are sold worldwide, include Revlon(R), Almay(R),
ColorSilk(R), Mitchum(R), Charlie(R), Gatineau(R), and Ultima
II(R).

At June 30, 2009, Revlon had $797.4 million in total assets; and
$326.4 million in total current liabilities, $1.15 billion in
long-term debt, $107.0 million in long-term debt by affiliates,
$213.8 million in long-term pension and other post-retirement plan
liabilities, $66.6 million in other long-term liabilities;
resulting in $1.07 billion in stockholders' deficiency.


RICHARD E. O'NEAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Richard E. O'Neal, Jr.
        800 Denow Road, Suite C#384
        Pennington, NJ 08534

Bankruptcy Case No.: 09-32453

Chapter 11 Petition Date: August 27, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Debtor's Counsel: Christine M. Gravelle, Esq.
                  Markowitz Gravelle, LLP
                  3131 Princeton Pike
                  Lawrenceville, NJ 08648
                  Tel: (609) 896-2660
                  Email: cmgravelle@mgs-law.com

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

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

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

             http://bankrupt.com/misc/njb09-32453.pdf

The petition was signed by Richard E. O'Neal, Jr.


RITE AID: Offers to Exchange Unregistered 9.750% Notes
------------------------------------------------------
Rite Aid Corporation offers to exchange $410.0 million aggregate
principal amount of 9.750% Senior Secured Notes Due 2016 for
$410.0 million aggregate principal amount of 9.750% Senior Secured
Notes Due 2016 which have been registered under the Securities Act
of 1933, as amended.

The exchange offer will expire at 5:00 p.m., New York City time,
on October 1, 2009, unless the Company extends the exchange offer
in our sole and absolute discretion.

Terms of the exchange offer:

     -- Rite Aid will exchange new notes for all outstanding old
        notes that are validly tendered and not withdrawn prior to
        the expiration or termination of the exchange offer.

     -- Noteholders may withdraw tenders of old notes at any time
        prior to the expiration or termination of the exchange
        offer.

     -- The terms of the new notes are substantially identical to
        those of the outstanding old notes, except that the
        transfer restrictions and registration rights relating to
        the old notes do not apply to the new notes.

     -- The exchange of old notes for new notes will not be a
        taxable transaction for U.S. federal income tax purposes.

     -- Rite Aid will not receive any proceeds from the exchange
        offer.

     -- Rite Aid issued the old notes in a transaction not
        requiring registration under the Securities Act, and as a
        result, their transfer is restricted.  Rite Aid is making
        the exchange offer to satisfy Rite Aid's registration
        rights, as a holder of the old notes.

     -- There is no established trading market for the new notes
        or the old notes.

     -- Each broker-dealer that receives new notes for its own
        account pursuant to the exchange offer must acknowledge
        that it will deliver a prospectus in connection with any
        resale of the new notes.  The letter of transmittal states
        that by so acknowledging and by delivering a prospectus, a
        broker-dealer will not be deemed to admit that it is an
        "underwriter" within the meaning of the Securities Act.
        The prospectus, as it may be amended or supplemented from
        time to time, may be used by a broker-dealer in connection
        with resales of new notes received in exchange for old
        notes where such old notes were acquired by such broker-
        dealer as a result of market-making activities or other
        trading activities.  Rite Aid has agreed that, starting on
        the expiration date and ending on the close of business
        210 days after the expiration date, Rite Aid will make
        the prospectus available to any broker-dealer for use in
        connection with any the resale.

A full-text copy of the Company's regulatory filing is available
at no charge at http://ResearchArchives.com/t/s?436a

The Company has filed a registration statement in connection its
issuance of 9.750% Senior Secured Notes due 2016 and related
guarantees, a full-text copy of which is available at no charge at
http://ResearchArchives.com/t/s?436b

The Company also has filed Amendment No. 1 To Form S-4
Registration Statement, a full-text of which is available at no
charge at http://ResearchArchives.com/t/s?436c

                     About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is the largest drugstore
chain on the East Coast and the third largest drugstore chain in
the U.S.  The Company operates more than 4,900 stores in 31 states
and the District of Columbia.

                            *     *     *

The Troubled Company Reporter said on June 2, 2009, Moody's
Investors Service assigned a B3 rating to Rite Aid Corporation's
$400 million term loan due 2015.  All other ratings, including the
company's Caa2 Corporate Family Rating, Caa2 Probability of
Default Rating, and SGL-4 Speculative Grade Liquidity rating, were
affirmed.

According to the Troubled Company Reporter on April 29, 2009,
Fitch Ratings has affirmed Rite Aid's Issuer Default Rating at
'B-' and revised the Rating Outlook to Negative from Stable.  Rite
Aid had $6 billion of book debt outstanding as of Feb. 28, 2009.


ROMEO MONTESSORI: Lists Down Financial Missteps Prior to Bankr.
---------------------------------------------------------------
Aaron Foley at MLive.com reports that Romeo Montessori School has
detailed its financial missteps that led to its collapse in a
filing with the bankruptcy court.

According to The Macomb Daily, Romeo Montessori has $385,000 in
liabilities, against $107,000 in assets.  Most of the money owed
came from the school's landlord and to parents.  The debts
include:

     -- $163,000 in back rent owed to landlords Bill and Susan
        Parker.  The school was only paying $11,000 of the $17,000
        monthly rent;

     -- $157,000 owed to parents for prepaid tuition and deposits.
        Anne Ignasiak, president of the board Romeo Montessori
        School Association board, said parents could not agree on
        how to distribute the money.  Some parents felt they
        deserved more than others; and

     -- money owed to 14 employees.  Most of the payments are
        unknown, but two known payments owed are $2,083 to a
        teacher and $805 to the school's office manager.

MLive.com relates that Romeo Montessori's former head, Paula
Wrobel, was fired after it was discovered that:

     -- she hadn't been paying into a teacher retirement fund for
        two years,

     -- she didn't pay other bills; and

     -- gave teachers raises without prior approval.

Romeo Montessouri's other assets, says MLive.com, are two checking
and two money market accounts valued at $75,000.

Susan Parker, one of the landlords and who had founded the school
32 years ago, had offered to return as head of school with no pay,
according to MLive.com.  the report quoted her husband Bill Parker
as saying, "This was her baby; she built it.  She has a deep
passion for Montessori.  What happened here we don't quite
understand."

An auction for Romeo Montessouri's assets was set for August 24,
MLive.com states.  According to the report, inventory at the
school is valued at $32,000.

Romeo Montessori School filed for filed for Chapter 7 bankruptcy
July 28, 2009.


ROUTE 1 AUTO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Route 1 Auto Centers, LP
        P.O. Box 1394
        Athens, TX 75751

Bankruptcy Case No.: 09-60847

Chapter 11 Petition Date: August 27, 2009

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

Debtor's Counsel: Nathan M. Johnson, Esq.
                  Spector & Johnson, PLLC
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 239-4260
                  Fax: (214) 237-3380
                  Email: njohnson@spectorjohnson.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

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

The petition was signed by Ken Landers.


RYLAND GROUP: S&P Affirms Corporate Credit Rating at 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior unsecured note ratings on The Ryland Group Inc.
and revised the outlook to stable from negative.  S&P's '4'
recovery rating on the company's senior unsecured notes remains
unchanged, indicating S&P's expectation for an average recovery
(30%-50%) in the event of a payment default.

"The outlook revision reflects S&P's view that the combination of
a sizable cash position and manageable capital needs limit
downside risk to the corporate credit rating," said Standard &
Poor's credit analyst George Skoufis.  "The company faces no debt
maturities until 2012, and its owned lots are predominantly
developed."

The rating does, however, acknowledge the company's still-weak
credit and profitability metrics and S&P's view that while recent
trends show signs of stabilization, housing conditions will remain
challenging and could hinder Ryland's ability to enhance these
metrics in the near term.

S&P believes positive ratings momentum is unlikely until Ryland
returns to consistent profitability and improves its key EBITDA-
based credit metrics, while maintaining good liquidity.  S&P would
revise the outlook back to negative or lower the rating if S&P's
base-case assumptions for the housing industry prove optimistic
and conditions deteriorate such that Ryland's operations consume
more cash and drain liquidity, although S&P considers these
outcomes unlikely at this point.


SALON MEDIA: June 30 Balance Sheet Upside-Down by $3.54 Million
---------------------------------------------------------------
Salon Media Group Inc.'s balance sheet at June 30, 2009, showed
total assets of $2.90 million and total liabilities of
$6.44 million, resulting in a stockholders' deficit of
$3.54 million.

For three months ended June 30, 2009, the Company posted a net
loss of $1.25 million compared with a net loss of $582,000 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?435f

Based in San Francisco, Salon Media Group Inc. (OTC: SLNM.OB) --
http://www.salon.com/-- is an Internet media company that
produces a content Website with ten subject-specific sections, one
of which includes two online communities.  Salon was originally
incorporated in July 1995 in the State of California and
reincorporated in Delaware in June 1999.  Salon operates in one
business segment.

                       Going Concern Doubt

On June 25, 2009, Burr, Pilger & Mayer LLP in San Francisco,
California raised substantial doubt out of Salon Media Group,
Inc.'s ability to continue as a going concern after it audited the
company's financial statements for the year ended March 31, 2009
and 2008.  The auditor pointed to the company's recurring
losses and negative cash flows from operations and accumulated
deficit of $101.00 million at March 31, 2009.


SARATOGA SHOE DEPOT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Saratoga Shoe Depot, Inc.
        385 Broadway
        Saratoga Springs, NY 12866

Bankruptcy Case No.: 09-13175

Chapter 11 Petition Date: August 27, 2009

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Judge: Chief Judge Robert E. Littlefield Jr.

Debtor's Counsel: Francis J. Brennan, Esq.
                  Nolan & Heller, LLP
                  39 North Pearl Street
                  Albany, NY 12207
                  Tel: (518) 449-3300
                  Email: fbrennan@nolanandheller.com

Estimated Assets: $0 to $50,000

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

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

             http://bankrupt.com/misc/nynb09-13175.pdf

The petition was signed by Frank S. Panza, president of the
Company.


SCO GROUP: Edward Cahn Named as Chapter 11 Trustee
--------------------------------------------------
Heise Online reports that Edward Cahn has been selected as trustee
for The SCO Group, Inc.

As reported by the TCR on August 26, 2009, the Hon. Kevin Gross of
the U.S. Bankruptcy Court for the District of Delaware ordered the
appointment of a Chapter 11 trustee for SCO.

Mr. Cahn is a former chief U.S. district judge for the Eastern
District of Pennsylvania, says Heise Online.  The report states
that other than being in charge of the course of SCO, Mr. Cahn is
also responsible for securing the rights of the Company's
creditors.  Mr. Cahn, according to the report, will be the first
person outside of SCO to have full access to the "secret evidence"
which supposedly protects several high-profile investors.

Heise Online relates that the Court of Appeals ruled on August 26
that SCO must pay $2.5 million in royalties to Novell.

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq:SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.
The company has office locations in Australia, Austria, Argentina,
Brazil, China, Japan, Poland, Russia, the United Kingdom, among
others.

The Company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on September 14, 2007 (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsel.  Epiq Bankruptcy
Solutions LLC, acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in the Debtors' cases due to insufficient
response from creditors.

As of January 31, 2009, the Company had $8.78 million in total
assets and $13.2 million in total liabilities, resulting in
$4.51 million in stockholders' deficit.


SCORPIO SPIRITS: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Scorpio Spirits, Inc.
            dba Earl's Super Liquors
        833 Southern Avenue
        Oxon Hill, MD 20745

Bankruptcy Case No.: 09-26036

Chapter 11 Petition Date: August 27, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Richard M. McGill, Esq.
                  Law Offices of Richard M. McGill
                  PO Box 358
                  5303 West Court Drive
                  Upper Marlboro, MD 20773
                  Tel: (301) 627-5222
                  Email: mcgillrm@aol.com

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

Estimated Debts: $1,000,001 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/mdb09-26036.pdf

The petition was signed by Dilbag Singh Dhillon, secretary of the
Company.


SEMGROUP LP: Terms of Third Amended Reorganization Plan
-------------------------------------------------------
SemGroup, L.P., and its debtor affiliates delivered to the U.S.
Bankruptcy Court for the District of Delaware on August 25, 2009,
a Third Amended Joint Plan of Reorganization and the Disclosure
Statement explaining that Plan.

Under the Third Amended Plan, the Debtors expect their total
available distributable value as of the Effective Date to be
$2.354 billion, consisting of:

  * $1.019 billion in Cash,
  * $300 million in Second Lien Term Loan Interests, and
  * $1.035 billion in New Common Stock and Warrants.

The $1.019 billion in Cash consists of (i) $618 million of
Cash generated during the Debtors' Chapter 11 cases from the
operations of the Debtors, which includes $112.4 million in
restricted Cash, (ii) $164 million of Cash of the Canadian
subsidiaries of SemGroup to be distributed pursuant to the
Canadian Plans, (iii) $157 million in Cash from sales of assets by
the SemGroup Companies and (iv) approximately $80 million of Cash
expected to be received from the Canadian subsidiaries of SemGroup
for crude settlements occurring after the Effective Date.  In
addition, the Debtors and Prepetition Lenders will contribute
certain Causes of Action to the Litigation Trust.  The Debtors
will distribute interests in the Litigation Trust to the holders
of certain Allowed Claims.  The Debtors have not placed a value on
the Litigation Trust.

          State Lien/Trust Claims Opt-In Settlements

Moreover, the Debtors will seek agreement of certain holders of
claims and administrative expense claims to opt-in settlements.

The Debtors will enter into settlements for the resolution of
State Lien/Trust Claims, Other State Claims and Other Commodity
Twenty-Day Claims.  Minimum participation in the Global
Settlements means the acceptance of the Global Settlements by (i)
the holders of at least 90% in amount of the Other Commodity
Twenty-Day Claims against Debtors other than Eaglwing, L.P., and
(ii) the holders of at least 90% in amount of the State Lien/Trust
Claims against Debtors other than Eaglwing.

In the event that the Minimum Global Settlement Participation is
obtained and a global settlement reserve is not more than
$27 million, the applicable settling parties will receive these
payments under the Plan:

  (a) Each holder of a State Lien/Trust Claim against a Debtor
      other than Eaglwing that elects to participate in the
      Global Settlement will receive, in full satisfaction and
      release of its State Lien/Trust Claim, cash on the
      Effective Date equal to (i) 75% of its asserted Twenty-Day
      Claim plus (ii) 30% of its asserted State Lien/Trust Claim
      in excess of its asserted Twenty-Day Claim plus (iii) its
      pro rata share of the settling incentive.

  (b) Each holder of an Other State Claim against a Debtor other
      than Eaglwing that elects to participate in the Global
      Settlement will receive, in full satisfaction and release
      of its Other State Claim, cash on the Effective Date equal
      to 75% of its asserted Twenty-Day Claim.

  (c) Each holder of an Other Commodity Twenty-Day Claims
      against a Debtor other than Eaglwing that elects to
      participate in the Global Settlement will receive in full
      satisfaction and release of its Other Commodity Twenty-Day
      Claim, cash on the Effective Date equal to (i) 66% of that
      holder's asserted Other Commodity Twenty-Day Claims plus
      (ii) its pro rata share of the Settling Incentive.

Moreover, Eaglwing will enter into settlements with holders of
Other Commodity Twenty-Day Claims and Other State Claims asserted
Eaglwing.  Eaglwing will fund a reserve for the Settlements equal
to the sum of (i) 100% of the estimated Other Commodity Twenty-Day
Claims of holders that elect not to settle with Eaglwing, (ii)
100% of the estimated State Lien/Trust Claims of holders that
elect not to settle with Eaglwing, and (iii) 20% of the estimated
Other State Claims of holders that elect not to settle with
Eaglwing.

Minimum participation under the Eaglwing Settlements means (i) the
acceptance of the Eaglwing Settlements by (a) the holders of at
least 90% in amount of the Other Commodity Twenty-Day Claims
against Eaglwing and (b) the holders of at least 90% in amount of
the State Lien/Trust Claims against Eaglwing and (ii) the Minimum
Global Settlement Participation.  In the event that the Minimum
Eaglwing Settlement Participation is obtained and the Eaglwing
Settlement Reserve is not more than $12 million, the applicable
Settling Parties will receive these payments under the Plan:

  (a) Each holder of a State Lien/Trust Claim against Eaglwing
      that elects to participate in the Eaglwing Settlement
      will receive, in full satisfaction and release of its
      State Lien/Trust Claim, cash on the Effective Date equal
      to 50% of that holder's asserted Twenty-Day Claim.

  (b) Each holder of an Other State Claim against Eaglwing that
      elects to participate in the Eaglwing Settlement will
      receive, in full satisfaction and release of its asserted
      Other State Claim, Cash on the Effective Date equal to 50%
      of its asserted Twenty-Day Claim.

  (c) Each holder of an Other Commodity Twenty-Day Claims
      against Eaglwing that elects to participate in the
      Eaglwing Settlement will receive, in full satisfaction and
      release of its asserted Other Commodity Twenty-Day Claim
      cash on the Effective Date equal to 66% of that holder's
      asserted Other Commodity Twenty-Day Claim.

Total payments and reserves under the Opt-In Settlements will be
subject to caps set forth in the Plan.

Upon the Effective Date, each Creditor that elects to participate
in an opt-in settlement with respect to a Twenty-Day Claim, Other
State Claim or State Lien/Trust Claim will forever discharge the
Debtors, the Prepetition Lenders and the Administrative Agent from
and against all liability arising out of the applicable claim.
The Releasing Creditor also agrees to withdraw its pleadings
related to its applicable claim.

If either the Minimum Eaglwing Settlement Participation has not
been obtained or the Eaglwing Settlement Reserve has exceeded
$12 million and that failure has not been waived by the
Confirmation Date, then Eaglwing will withdraw from participation
in the Plan.  In the event Eaglwing withdraws from participation
in the Plan, then every provision in the Plan with respect to
Eaglwing will become inoperative and the Plan may be confirmed as
to all other Debtors.

                   Opt-In Settlement Construct

                            Recovery %    Description
                            ----------    -----------
Non-Eaglwing Claims
-------------------
Non-First Purchaser 503(b)(9)   66.0% Represents commodity, non-
                                      first purchaser, 503(b)(9)
                                      claims.  This recovery
                                      does not apply to Alon,
                                      who received a separate
                                      settlement at the
                                      beginning of the
                                      bankruptcy proceedings.


First Purchaser 503(b)(9)       75.0% Represents commodity,
                                      First purchaser 503(b)(9)
                                      claims in all states.

First Purchaser - Lien States   30.0% Represents first
                                      purchaser, non-503(b)(9)
                                      claims in the following
                                      states: Kansas, Oklahoma,
                                      Texas, New Mexico, and
                                      Wyoming.

First Purchaser -
Other States Claims              0.0% Represents first
                                      purchaser, non-503(b)(9)
                                      claims in the following
                                      states: Louisiana,
                                      Colorado, Louisiana,
                                      Missouri, Montana,
                                      Nebraska and North Dakota.

Eaglwing Claims
---------------
Non-First Purchaser 503(b)(9)   66.0% Represents commodity, non-
                                      first purchaser, 503(b)(9)
                                      claims at Eaglwing.

First Purchaser 503(b)(9)       50.0% Represents commodity,
                                      first purchaser 503(b)(9)
                                      claims in all states.

First Purchaser - Lien States    0.0%  Represents first
                                      purchaser, non-503(b)(9)
                                      claims in the following
                                      states: Kansas, Oklahoma,
                                      Texas, New Mexico, and
                                      Wyoming.

First Purchaser -
Other States Claims              0.0% Represents first
                                      purchaser, non-503(b)(9)
                                      claims in the following
                                      states: Colorado,
                                      Louisiana, Missouri,
                                      Montana, Nebraska and
                                      North Dakota.

              Treatment of Producer Secured Claims

Under the Amended Plan, Classes 53 to 69 Non-Settling Producer
Secured Claims are deemed to accept the Plan and are not entitled
to vote to accept or reject the Plan

Moreover, the Amended Plan modified the aggregate amounts of these
classes of claims:
                                                      Aggregate
Class                Description                        Amount
-----                -----------                      ---------
70-95      Secured Working Capital Lenders Claims    $23,306,753
96-121     Secured Revolver/Term Lender Claims        16,023,247

Notwithstanding the cancellation of debt and equity securities on
the Effective Date, the Prepetition Credit Agreement governing the
relationship of Bank of America, N.A., as administrative agent to
the Prepetition Lenders under the Prepetition Credit Agreement,
and the Prepetition Lenders, will survive the Plan, entry of the
confirmation order and the occurrence of the Effective Date.
Moreover, neither SemGroup, G.P., L.L.C., the general partner of
SemGroup, nor any of the Debtors, will make an election to treat
any of the Debtors as an association taxable as a corporation for
any tax purposes unless that election is effective the day after
the Effective Date.

On the Effective Date, the Debtors will establish one or more
segregated bank accounts in the name of a Disbursing Agent under
the Plan.  The Disbursement Accounts will be utilized solely for
the investment and distribution of Plan Cash and for distributions
received from the Litigation Trust by the Disbursing Agent for
further distribution to holders of Allowed Secured Working Capital
Lender Claims and Litigation Trust Interests.

The Litigation Trustee will pay all distributions to be made under
the Litigation Trust to repay the Litigation Trust Funds to the
holders of Allowed Secured Working Capital Lender Claims or with
respect to the Litigation Trust Interests to the Disbursing Agent.
The Litigation Trustee will distribute at least semi-annually to
the holders of the Secured Working Capital Lender Claims until the
Litigation Trust funds have been repaid and thereafter to the
holders of the Litigation Trust Interests.

The Debtors will hold in a separate disbursement account any cash
reserved to pay any Administrative Expense Claims, Professional
Compensation and Reimbursement claims, and the portion of any
Priority Non-Tax Claims and Priority Tax Claims not paid on the
Effective Date.

Under the Amended Plan, the amount of any reasonable fees and
expenses of the Fee Auditor incurred after the Effective Date will
be paid in cash by the Reorganized Debtors without further order
of the Bankruptcy Court within 30 days of receipt of an invoice by
the Reorganized Debtors.  In the event that the Reorganized
Debtors object to payment of that invoice for post-Effective Date
fees and expenses, in whole or in part, and the parties cannot
consensually resolve the objection, the Bankruptcy Court will
retain jurisdiction to determine whether the objected invoice
should be paid by the Reorganized Debtors.

In addition, the Debtors' Disclosure Statement also appended (i)
an updated liquidation analysis, (ii) historical financial
statements, and (iii) a preliminary schedule of suspense
liabilities that contains "suspense" amounts assessed by the
Debtors for crude oil or natural gas by state.

Full-text copies of the historical financial statements and the
suspense liabilities are available for free at:

  * http://bankrupt.com/misc/semgroup_histfinancialstats.pdf
  * http://bankrupt.com/misc/semgroup_suspenseliabilities.pdf

A full-text copy of the Third Amended Plan dated August 25, 2009,
is available for free at:

          http://bankrupt.com/misc/semgroup_Aug25Plan.pdf

A full-text copy of the Disclosure Statement explaining the Third
Amended Plan is available for free at:

         http://bankrupt.com/misc/semgroup_Aug25DiscStat.pdf

A blacklined copy of the Third Amended Plan is available for free
at http://bankrupt.com/misc/semgroup_Aug25Plan_blacklined.pdf

              Plan Confirmation Expected on Oct. 26

In a public statement dated August 25, 2009, SemGroup says it
expected to announce the syndication date for its $500 million
Exit Financing Facility in the near future.  Moreover, SemGroup
expects confirmation of the Plan on October 26, 2009, and an exit
from Chapter 11 by early November.

Judge Shannon will convene a supplemental hearing on September 24,
2009, to consider the adequacy of the Disclosure Statement
explaining the Third Amended Plan.  Objections to the Disclosure
Statement are due September 21, 2009.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Liquidation Analysis Under 3rd Amend Plan
------------------------------------------------------
Pursuant to SemGroup L.P.'s Third Amended Joint Plan of
Reorganization, the Debtors prepared a hypothetical liquidation
analysis to provide information so that the Court may determine
that the Plan is in the best interests of all classes impaired by
the Plan.

The Liquidation Analysis assumes that the Debtors' Chapter 11
cases will be converted to cases under Chapter 7 of the Bankruptcy
Code on November 1, 2009, a trustee is appointed to oversee the
liquidation, and the liquidation occurs over a period of nine
months.

                      SemGroup, L.P., et al.
                Liquidation Analysis - Proceeds
                        ($ in millions)

                                            Recovery
                                      -------------------
                                         Low        High
                                      -------    --------
Gross Proceeds Available for
Distribution                           $1,039      $1,039

Asset Values:
SemCrude L.P.                             197         251
White Cliffs Pipeline LLC                 165         220
                                       -------    --------
  Subtotal - U.S. Crude Operations        362         471

SemCAMS ULC                               120         160
SemCanada Crude Company                    90         123
                                       -------    --------
  Subtotal - Canadian Operations          210         283

SemStream LP                              166         204
SemGas L.P.                                45          61
SemLogistics Milford Haven Limited         55          75
SemMexico LLC                              10          15
                                       -------    --------
  Subtotal - Gross Proceeds from
   Business Units                          848       1,109

Litigation Recoveries                       -           -
                                       -------    --------
Total Gross Proceeds                   $1,887      $2,148
                                       =======    ========

Cost Associated with Liquidation
Chapter 7 Trustee Fees                   ($80)       ($90)
Professional Fees                         (65)        (50)
Business Unit Operating Costs             (80)        (65)
Overhead                                  (12)        (10)
                                       -------    --------
Total Liquidation Costs                  (237)       (216)
                                       -------    --------

Net Proceeds Available for
Distribution                           $1,650      $1,932
                                       =======    ========

Mid-Point of Net Proceeds Available
for Distribution                              $1,791
                                              =======

                      SemGroup, L.P., et al.
          Liquidation Analysis - Allocation of Proceeds
                       ($ in millions)

                                  Allowable  Midpoint  Allowable
                                    Claim    Recovery   Recovery
                                  ---------  --------   --------
Net Proceeds Available for
Distribution                                   $1,791
                                              =======

Postpetition Secured Claims
Professional Fee Carve-Out              $24       $24       100%
Super Priority Administrative (DIP)      95        95       100%
                                   ---------  --------   --------
Total Unclassified                      119       119       100%

Proceeds Available for Remaining Claims          1,672

Prepetition Secured Claims
Revolver                                668       355        53%
Working Capital Facility              1,734       878        51%
Term B Notes                            143        76        53%
GECC Construction Project Financing     120       120       100%
Secured Financial Trades                480       243        51%
                                   ---------  --------   --------
Total Secured Claims                  3,145     1,672        53%

Proceeds Available for
Administrative/Priority Claims                      -

Administrative/Priority Claims
Administrative Claims                     5         -         0%
503(b)(9) Claims                        295         -         0%
Postpetition Trade and Other             96         -         0%
                                   ---------  --------   --------
Total Administrative/Priority
  Claims                                 396         -         0%

Proceeds Available for Unsecured Claims
Producer Claims                         274         -         0%
Accounts Payable                        277         -         0%
Senior Notes                            610         -         0%
Unsecured Financial Trades               29         -         0%
Litigation Claims                       TBD         -         0%
SERP Claims                              13         -         0%
Rejection Claims (Estimated)            100         -         0%
Intercompany Claims                   7,270         -         0%
                                   ---------  --------   --------
                                       8,573         -         0%
                                                         --------
Proceeds Available for Equity
Interests                                           -         0%
                                              --------
  Total Distributions                           $1,672
                                               =======

A full-text copy of the Liquidation Analysis is available for free
at http://bankrupt.com/misc/semgroup_liquidationanalysis.pdf

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Producers Demand Docs. to Prepare for Plan Hearings
----------------------------------------------------------------
To prepare for the confirmation hearing of SemGroup L.P.'s Third
Amended Joint Plan of Reorganization, the Official Producers'
Committee served Bank of America, N.A., as the administrative
agent for the Debtors' Prepetition Secured Lenders, and the
Official Committee of Unsecured Creditors with deposition notices
and subpoenas.

The Deposition Notices sought documents to be produced by
August 10, 2009, in connection with a list of topics relevant to
confirmation and scheduled depositions for those topics for August
20 and 21, 2009, under Rule 30(b)(6) of the Federal Rules of
Bankruptcy Procedure.

Despite the willingness to compromise and narrow the deposition
requests, the Secured Lenders and the Creditors' Committee have
stated that they are not going to produce any documents to the
OPC, and are objecting to producing a Rule 30(b)(6) witness to
testify on any of the designated topics, Norman L. Pernick, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington,
Delaware, points out.

Mr. Pernick argues that the one-sided negotiations in the Plan
resulted in significantly disparate treatment for the Producers.
Given the disparate treatment to the Producers under the Plan and
the failure to include the OPC or the Producers in the Plan
negotiations, the OPC has every right to seek and obtain discovery
from the Secured Lenders and the Creditors' Committee as among the
three major players that were involved in the development of the
Plan, he asserts.

For those reasons, the OPC asks the Court to compel the Secured
Lenders and the Creditors' Committee to (i) produce to the OPC
immediately upon entry of the order to this Discovery Motion
documents responsive to the Deposition Notices; and (ii) make
witnesses available to the OPC for a deposition on the designated
topics at least two weeks prior to the confirmation hearing.

                          BofA Objects

On behalf of BofA, Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, in Wilmington, Delaware, argues that while
the Secured Lenders support the Amended Plan, they are not the
Plan Proponents and thus, only the Debtors must prove that their
Plan satisfies the confirmation requirements under Section 1129 of
the Bankruptcy Code.

Specifically, Ms. Silverstein complains that the OPC's Deposition
Notice to BofA demanded testimony on 37 overly broad separate
topics and the production in 12 days time of voluminous documents
responsive to 39 overly broad separate requests.  The Deposition
Notice would require BofA to expend enormous time and resources to
testify about and produce information entirely duplicative of that
provided by the Debtors, she asserts.

"It is no secret that the OPC is unhappy with the treatment of the
producers' claims under the Plan, but being unhappy is not a valid
basis for seeking discovery," Ms. Silverstein asserts.  At best,
the OPC's discovery demands are irrelevant, unduly burdensome and
are nothing but a litigation tactic designed to harass and annoy
BofA and derail the Plan confirmation process, she maintains.
Accordingly, BofA urges the Court to deny the OPC's Discovery
Motion.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Producers Want Admin. Claims Bar Date Extension
------------------------------------------------------------
The Official Producers' Committee in SemGroup L.P.'cases asserts
that the Debtors recently triggered a supplemental bar date by
amending their Schedules of Assets and Liabilities on August 13,
2009, to mark every single non-zero Section 503(b)(9) claim as
disputed.

Norman L. Pernick, Esq., at Cole Schotz, Meisel, Forman & Leonard,
P.A., in Wilmington, Delaware, notes that about 80,000 Producer
Section 503(b)(9) creditors, and a significant number of non-
Producer 503(b)(9) creditors who did not previously file proofs of
claim in reliance on the Debtors' Schedules must do so to preserve
their claims.  However, under the Bar Date Order, those creditors
will only have 20 days to file those claims.  In light of these
circumstances, this period should be enlarged, Mr. Pernick
asserts.

Mr. Pernick argues that the Bar Date Order did not contemplate
that the Debtors would be radically amending their Schedules to
affect every Section 503(b)(9) claim at a late stage in their
Chapter 11 cases.  Given the earlier bar date and procedures
adopted by the Court to resolve claims, many Producers have been
lulled into thinking their scheduled claims were deemed filed by
virtue of the Schedules, he insists.  In addition, because the
reason that the claims are marked as disputed is due to the legal
issue objections against the Debtors' Section 503(b)(9) Notice,
creditors should not be forced to file a flurry of claims before
those issues are determined.  If the Section 503(b)(9) Objections
are overruled, the Schedules will stand and the Court can rule
that the creditors need to file proofs of claim, he maintains.

Accordingly, the OPC asks the Court to:

  (i) require the Debtors to mail a supplemental notice, proof
      of claim forms, and instructions to all creditors,
      including the Producers, affected by the Debtors' recent
      schedule amendments;

(ii) provide the creditors until the time as the Court has
      ruled on the Section 503(b)(9) Objections and the Debtors
      have thereafter provide an additional 45 days supplemental
      notice to file those proofs of claim;

(iii) require that the notice clarify that creditors who
      previously filed proofs of claim need not refile their
      claims; and

(iv) require the Debtors to clarify their statement in the
      Notice of Schedules Amendments regarding the effect of
      participating in the Section 503(b)(9) legal issue
      proceedings.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Secured Lenders Want Mediation for Producers Dispute
-----------------------------------------------------------------
Secured Lenders, led by Bank of America, N.A., as administrative
agent, of SemGroup, L.P., and its debtor affiliates, have proposed
to resolve their dispute with the Debtors' oil and gas producers
through a non-binding third-party mediation.

The Secured Lenders' proposal is in line with the Debtors' Third
Amended Joint Plan of Reorganization, which provides for opt-in
settlement for state lien/claims.

SemGroup spokesperson Tom Becker told Tulsa World that the company
welcomes the opportunity to participate in any way to the
mediation that will result in a settlement with the producers.
Judge Shannon of the U.S. Bankruptcy Court for the District of
Delaware, according to the newspaper, commented that a number of
cases had met substantial success due to judicial mediation and
would like to know if the parties are interested, Tulsa World
said.  Meanwhile, the Official Producers' Committee's counsel has
still to talk the mediation offer over with the producers, Tulsa
World disclosed.

                     Producers' Appeals

Groups of oil and gas producers, including the Texas Producers --
Titan Energy, Inc.; Loren Gas, Inc.; Winstar Energy I, L.P.; Arrow
Oil & Gas, Inc.; DC Energy, Inc.; Huntington Energy, LLC; LCS
Production Co.; Samson Contour Energy E&P, LLC; Samson Lone Star,
LLC; Samson Resources Company; St. Mary Land & Exploration
Company; and Tempest Energy Resources, L.P. -- raised an appeal to
the U.S. Court of Appeals for the Third Circuit from Judge
Shannon's June 19, 2009, opinion and order finding that a security
interest perfected only in Texas by virtue of the automatic
perfection in Section 9.343 of the Texas Business & Commerce Code
will be subordinate to a security interest that was duly perfected
against the Debtors in the appropriate state.

The Producers' Committee has asked the Bankruptcy Court to
postpone the hearing on the confirmation of the Debtors' Plan
until after the Circuit Court has made a decision on the appeals.
At the Producer's request, the Circuit Court set an expedited
schedule for the Appeals with oral arguments to be heard on
October 7, 2009.

                   Producers' & Banks' Disputes

The Texas Producers have maintained that they are holders of
automatically perfected purchase money security interests in all
Texas Product sold to the Debtors and any resulting proceeds held
by the Debtors.  The claims of the Texas Producers involve many
individual transactions aggregating more than $57 million in
value.  The Texas Producers thus contend that their rights are
prior to the security interest of the Banks.

According to Tulsa World, producers in Oklahoma, Texas, and Kansas
said the Debtors owe them more than $400 million, with the
Oklahoma Producers being owed close to $180 million.

The Banks contended that perfection of the security interests
claimed by the Texas Producers pursuant to Texas Section 9.343 are
governed by either Delaware or Oklahoma law, depending on the
relevant Debtor and its place of incorporation pursuant to the
choice-of-law provisions in Article 9 of the Uniform Commercial
Code.  To the extent the Texas Producers did not perfect their
Texas Section 9.343 security interests in either Oklahoma or
Delaware before the Petition Date, the Banks contented that the
Texas Producers possess unperfected security interests subordinate
to the security interest of the Banks.

                         June 19 Ruling

In his 57-page opinion, Judge Shannon held that, pursuant to Texas
Section 9.324(b), the Texas Producers' PMSI priority is limited to
inventory on hand at the time the Debtors filed bankruptcy, any
identifiable cash proceeds that the Debtors received prior to
delivery of the oil and gas production to the subsequent
purchaser, and certain chattel paper.

Judge Shannon found that under the "first to file or perfect"
rule, the Texas Producers' security interests in collateral like
oil and gas production, accounts, cash, exchanged oil and gas, and
the like, which extend for an unlimited time pursuant to Texas
Section 9.343(c), would take priority under Texas law over the
Banks' competing Article 9 security interest in the same
collateral to the extent that those records benefiting the Texas
Producers were filed prior to the Banks' financing statements
covering the same collateral.

To the extent that creditors possess unperfected security
interests, however, they will be subordinate to a perfected
security interest in the same collateral under Texas' Article 9
priority rules, Judge Shannon held.  This is because Texas Section
9.322(a)(2) provides that "[a] perfected security interest or
agricultural lien has priority over a conflicting unperfected
security interest or agricultural lien," he explained.

Judge Shannon further held that the general rule of Delaware,
Texas and Oklahoma is that the location of the debtor governs
perfection and in order to be perfected under Delaware law, the
Texas Producers must have filed UCC-1 financing statements in the
state, or perfected their security interest in another proper
method under the state's version of Article 9.  To the extent that
the Texas Producers have failed to perfect their security
interests under Delaware law, they are the holders of unperfected
security interests, Judge Shannon ruled.

Judge Shannon conducted a two-day oral argument on the issues
raised in May 2009.  Judge Shannon, recognizing that it was ruling
on issues of great significance to the parties both in economic
terms and as a business reality, certified his Opinion and Order
sua sponte for direct appeal to the Third Circuit.

A full-text copy of the June 19 Opinion is available for free
at http://bankrupt.com/misc/sglp_june19opi.pdf

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SES SOLAR: Going Concern Continuation Depends on Loans Conversion
-----------------------------------------------------------------
SES Solar Inc. posted a net income of $16,387 for three months
ended June 30, 2009, compared with a net loss of $713,138 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $642,764 compared with a net income of $500,613 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $17.72 million, total liabilities of $15.05 million and
stockholders' equity of $2.67 million.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that it
incurred a net loss and a negative cash flow from operations of
$560,434, and had a working capital deficiency of $12.94 million
at June 30, 2009.

The Company added that its ability to continue its operations and
market and sell its products and services will depend on the
Company's ability to convert the construction loans into mortgages
and to obtain additional financing.  If the Company is unable to
obtain financing, the Company may not be able to continue its
business.  Any additional equity financing may be dilutive to
shareholders, and debt financing, if available, will increase
expenses and may involve restrictive covenants.  The Company will
be required to raise additional capital on terms that are
uncertain, especially in light of current capital market
conditions.  Under these circumstances, if the Company is unable
to obtain additional capital or is required to raise it on
undesirable terms, its financial condition could be adversely
impacted.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?435d

SES Solar Inc. (OTC:SESI) is a renewable energy company that
offers products and services focused on the design, development
and commercialization of a portfolio of solar products and
technologies capable of delivering alternative energy solutions.
The Company produced and installed custom photovoltaic solar
products for commercial, industrial and residential use.  The
Company manufactures solar modules and solar tiles using cells,
components and other raw materials that are supplied to it from
third-parties.  The Company also offers comprehensive engineering
services for PV projects.  As an engineering service provider, it
designs new methods of manufacturing PV modules.  The Company is
engaged in transforming its business from an engineering PV
service company into a producer and manufacturer of solar modules
and tiles.


SHAMUS HOLDINGS: Time for Mortgagee's Filing Not Tolled
-------------------------------------------------------
WestLaw reports that the Bankruptcy Code provision extending any
applicable nonbankruptcy law period for a creditor to commence or
continue a civil action on a claim against the debtor for 30 days
after notice of expiration of the automatic stay did not apply to
extend the time for a mortgagee to record an extension of its
mortgage or acknowledgment or affidavit that the mortgage had not
been not satisfied, in order to prevent the mortgage from being
discharged pursuant to the provisions of the Massachusetts
Obsolete Mortgages Statute.  Recordation of an extension of the
mortgage in the registry of deeds was not remotely equivalent to
the "commencement or continuation of a civil action," within the
meaning of this Code provision.  In re Shamus Holdings, LLC, ---
B.R. ----, 2009 WL 2407664 (Bankr. D. Mass.).

Shamus Holdings, LLC, filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 07-14572) on July 25, 2007, estimating more than
$1 million in assets and less than $50,000 in debts.  The Debtor's
lawyer is Charles A. Dale, III, Esq., at McCarter & English, LLP,
in Boston.


SIELOX INC: Posts $1.19MM Net Loss in Three Months Ended June 30
----------------------------------------------------------------
Sielox, Inc., posted a net loss of $420,000 for three month ended
June 30, compared with a net loss of $10,000 for the same period
in 2008.

For six month ended June 30, the Company posted a net loss of
$1.19 million compared with a net loss of $463,000 for the same
period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $17.20 million, total liabilities of $6.63 million and
stockholders' equity of $10.57 million.

As of June 30, 2009, the Company had an accumulated deficit of
approximately $141,000 and outstanding debt in the amount of
$2,736 from a line of credit which expires on December 16, 2009.
The Company's management is aware that its current cash resources
may not be adequate to fund its operations over the next year.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The company noted that the
Company's existing and future obligations include expenses
general economic slowdown has negatively impacted demand for the
Company's products, thereby limiting the ability of the Company to
improve its liquidity through increased sales.  Furthermore, due
to the current credit crisis, it is uncertain whether the
Company's current line of credit can be renewed when it comes due
on acceptable terms.

The Company is currently in violation of a certain financial ratio
related to its line of credit which constitutes a default under
the line of credit.  In addition, the Company received a notice
from the lender that the Stipulation related to the Berger v. L Q
Corp. appraisal rights litigation constitutes a default under the
line of credit.  The Company disagrees with the lender's assertion
and is currently in discussions with the lender regarding this
matter.  Due to these violations, the Company's line of credit is
currently frozen and limited to $2,736, which is the amount
outstanding at June 30, 2009.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4358

Sielox, Inc. (OTC:SLXN) develops, designs and distributes a range
of security solution products, such as surveillance cameras,
lenses, digital video recorders, high-speed domes and access
control systems.  It also develops, designs and distributes
industrial vision products to observe repetitive production and
assembly lines, thereby by detecting faults in the production
process.  The Company operates through two wholly owned
subsidiaries: Costar Video Systems, LLC and Sielox, LLC.  Costar
runs the Company's operations relating to its security
surveillance and industrial vision products, and Sielox, LLC,
manages the Company's operations relating to its access control
systems.


SIMMONS CO: Lenders Extend Forbearance Periods to September 11
--------------------------------------------------------------
Simmons Bedding Company, a subsidiary of Simmons Company, reached
agreements with the majority of its senior bank lenders and the
majority of the holders of its $200.0 million 7.875% senior
subordinated notes to extend their forbearance periods from
August 31, 2009, to September 11, 2009.

Effective August 28, Simmons Bedding entered into (i) the Fifth
Amendment to Second Forbearance Agreement and Seventh Amendment to
the Second Amended and Restated Credit and Guaranty Agreement with
a majority of its senior lenders and (ii) Amendment No. 5 to the
Forbearance Agreement to the Indenture with a majority of the
holders of its 7.875% senior subordinated notes.

Since September 27, 2008, Simmons Bedding has not been in
compliance with certain covenants of its $540.0 million senior
credit facility.  After being unable to obtain a waiver or an
amendment from its senior lenders to its senior credit facility,
Simmons Bedding entered into an initial and subsequent forbearance
agreement with a majority of its senior lenders pursuant to which
the senior lenders agreed to refrain from enforcing their
respective rights and remedies under the senior credit facility
through March 31, 2009, subject to earlier termination in some
circumstances.  Simmons Bedding entered into amendments to the
forbearance agreement with its senior lenders on March 25, 2009,
May 27, 2009, June 30, 2009, and August 14, 2009, whereby the
senior lenders extended their forbearance period through May 31,
2009, June 30, 2009, August 14, 2009, and August 31, 2009,
respectively.

On January 15, 2009, and July 15, 2009, Simmons Bedding did not
make its scheduled interest payments due on its Subordinated Notes
resulting in defaults under the indenture governing the
Subordinated Notes.  On February 14, the default associated with
the failure to pay the interest due on January 15 matured into an
event of default, which gave the holders of the Subordinated Notes
the right to declare the full amount of the Subordinated Notes
immediately due and payable.  On February 4, Simmons Bedding and a
majority of the outstanding Subordinated Notes holders entered
into a forbearance agreement, pursuant to which such noteholders
agreed to refrain from enforcing their respective rights and
remedies under the Subordinated Notes and the related indenture
through March 31, 2009.  Simmons Bedding entered into amendments
to the forbearance agreement with a majority of the Subordinated
Notes holders on March 25, 2009, May 27, 2009, June 30, 2009, and
August 14, 2009, whereby the noteholders extended their
forbearance period through May 31, 2009, June 30, 2009, August 14,
2009, and August 31, 2009, respectively.

Pursuant to the terms of the forbearance agreement, the
noteholders party to the forbearance agreement have the obligation
to take any actions that are necessary to prevent an acceleration
of the payments due under the Subordinated Notes during the
forbearance period.  Because the noteholders party to the
forbearance agreement represents a majority of the Subordinated
Notes, they have the power under the indenture to rescind any
acceleration of the Subordinated Notes by either the trustee or
the minority holders of the Subordinated Notes.

As a condition to the forbearance agreement with Simmons Bedding's
senior lenders, the Company initiated a restructuring process in
December 2008.  A special committee of independent directors was
formed by the board of directors on January 23, 2009, to evaluate
and oversee proposals for restructuring the Company's debt
obligations, including seeking additional debt or equity capital
and evaluating various strategic alternatives, including a
possible sale of Simmons Bedding, Bedding Holdco, Holdings,
Bedding Superholdco or any of our affiliates or assets.  There can
be no assurance that the Company will be successful in
implementing a restructuring or any other strategic alternatives.

If the Company is unable to successfully complete a restructuring,
comply with the terms of the forbearance agreements, or extend the
forbearance periods as needed to successfully complete a
restructuring, Simmons Bedding's payment obligations under the
senior credit facility and the Subordinated Notes may be
accelerated.  If there is an acceleration of payments or default
under the senior credit facility or Subordinated Notes, then
Holdings would be in default under its Discount Notes and Bedding
Superholdco would be in default under its $300.0 million senior
unsecured loan Toggle Loan.  The Company would not have the
ability to repay any amounts accelerated under its various debt
obligations without obtaining additional equity or debt financing.
An acceleration of payments or default could result in a voluntary
filing of bankruptcy by, or the filing of an involuntary petition
for bankruptcy against, Simmons Bedding, Bedding Holdco, Holdings,
Bedding Superholdco or any of their affiliates.  Due to the
possibility of such circumstances occurring, the Company is
seeking a negotiated restructuring, including a restructuring of
its debt obligations or sale of Simmons Bedding, Bedding Holdco,
Holdings, Bedding Superholdco or any of their affiliates or
assets, which could occur pursuant to a pre-packaged, pre-arranged
or voluntary bankruptcy filing.  Any bankruptcy filing could have
a material adverse effect on the Company's business, financial
condition, liquidity and results of operations.  The
considerations above raise substantial doubt about the Company's
ability to continue as a going concern.

As of June 27, 2009, the Company had $895.9 million in total
assets and $1.26 million in total liabilities, resulting in
stockholder's deficit of $367.5 million.

The Company incurred restructuring expenses in the quarter and
six months ended June 27, 2009 aggregating $6.6 million and
$13.9 million, respectively.

                   About Simmons Bedding Company

Atlanta-based Simmons Bedding Company -- http://www.simmons.com/
-- is one of the world's largest mattress manufacturers,
manufacturing and marketing a broad range of products including
Beautyrest(R), Beautyrest Black(R), Beautyrest Studio(TM),
BeautySleep(R), ComforPedic by Simmons(TM), Natural Care(R) and
Beautyrest Beginnings(TM). Simmons Bedding operates 19
conventional bedding manufacturing facilities and two juvenile
bedding manufacturing facilities across the United States, Canada
and Puerto Rico.  Simmons Bedding also serves as a key supplier of
beds to many of the world's leading hotel groups and resort
properties.


SLM CORP: Moody's Reviews 'Ba1' Senior Unsecured Ratings
--------------------------------------------------------
Moody's Investors Service placed the long-term ratings of SLM
Corp. (senior unsecured Ba1) on review for possible downgrade.

The rating action reflects Moody's continued concerns regarding
SLM's earnings and cash flow generation as the company transitions
to a potential post-FFELP lending environment.  Additionally, the
company faces significant uncertainties related to the political
and consumer lending environment for student lenders.  These
issues could challenge the company's liquidity and funding
position as it nears large unsecured debt maturities in 2010 and
particularly in 2011.  The action reflects Moody's ongoing
analysis and concern that these key issues could have more adverse
effects on SLM's credit profile than is reflected in the company's
current ratings.

Moody's notes that SLM remains a significant force in the
education lending and servicing business.  The company has
benefited from access to the secured funding markets in recent
months given U.S. government support through its TALF program, the
DOE Participation Program, and the DOE Straight A Funding conduit
program.  As well, SLM has a significant student loan servicing
franchise that is a platform for a potential future non-lending
oriented business model.

During the review period Moody's will re-evaluate SLM's future
business strategy, core earnings and cash flow generation
capability, and borrowing capacity resulting from this cash flow
generation and the potential monetization of its unencumbered
assets.  As Moody's has noted, cash flow generation is taking on
increasing importance in SLM's credit profile because the firm's
unsecured debt balance exceeds its unencumbered earning assets.
Therefore, SLM will need to generate profits and cash flow in
order to service and ultimately repay some of its debt, as opposed
to generating the required cash through asset liquidation.  This
will be a key area of focus, particularly given the potential
major business model transition it faces, during Moody's review.

During the review Moody's will also re-assess the potential
structural subordination that could arise for SLM's unsecured
creditors as it monetizes assets through secured financing to meet
debt maturities; as well as SLM's capital adequacy including its
ability to replenish capital from earnings generation and
retention.

The last rating action on SLM was on May 13, 2009 when Moody's
downgraded the company's ratings and assigned a negative outlook.

Headquartered in Reston, VA, SLM is the nation's leading provider
of saving- and paying-for-college programs.  The company manages
approximately $188 billion in education loans and serves
10 million student and parent customers.


SPANSION INC: Board Committee Approves KEIP
-------------------------------------------
Spansion Inc. Executive Vice President and Chief Financial
Officer Randy W. Furr notified the Securities and Exchange
Commission that on August 27, 2009, the Compensation Committee of
the Board of Directors of Spansion Inc. approved a Key Employee
Incentive Plan, under which certain vice presidents of the
Company, including named executive officers but excluding the
Chief Executive Officer, will receive performance-based cash
bonuses of:

    (i) up to 35 percent of their base salaries if the Company
        achieves certain cash and earnings  before interest,
        taxes, depreciation and amortization objectives by
        October 1, 2009;

   (ii) 35 percent of their base salaries if the Company
        achieves certain other EBITDA objectives by April 1,
        2010; and

  (iii) up to an additional 30 percent of their base salaries if
        the Company exceeds certain other EBITDA objectives by
        April 1, 2010.

"The KEIP Plan was approved by the U.S. Bankruptcy Court," Mr.
Furr said.

He further disclosed that on August 27, 2009, the Committee also
approved a retention plan, a sales incentive plan and award
programs for employees not participating in the KEIP Plan.  The
objective of these plans and programs is to retain, reward,
incentivize and attract qualified employees throughout the
Company, Mr. Furr explained.  Under the retention plan, employees
may generally receive bonuses of between two and 30 percent of
their base salaries if they remain employed by the Company as of
certain dates in fiscal 2009 and 2010.  Under the sales incentive
plan, employees directly responsible for the sale of products may
generally achieve bonuses between 15 and 50 percent of their base
salaries if they achieve certain individual and corporate
performance objectives.  Under the award programs, the Company's
management may provide discretionary cash bonuses to individual
employees for their contributions to the Company.

The Employee Plans were approved by the U.S. Bankruptcy Court,
Mr. Furr noted.

                    About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications.  Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts.  None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.  The
United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Noteholders Wants TRO vs. Samsung
-----------------------------------------------
The Ad Hoc Consortium of Floating Rate Noteholders of Spansion
Inc. seeks the Court's authority to:

  (i) commence an adversary proceeding seeking injunctive relief
      from; and

(ii) request a temporary restraining order and preliminary
      injunction against,

Samsung Electronics Co., Ltd., for willful violation of the
automatic stay.

Prior to the Petition Date, the Debtors initiated two lawsuits
against Samsung for patent infringement.  One lawsuit demands
damages and injunctive relief, and is pending before the U.S.
District Court for the District of Delaware.  The other lawsuit
requests invocation of tariff protections, preventing Samsung's
importation of patent infringing product into the United States,
and is pending before the International Trade Commission.

During the early stage of their Chapter 11 proceedings, the
Debtors sought to settle both lawsuits on terms that drew staunch
objection from the Ad Hoc Consortium.  In its opposition, the Ad
Hoc Consortium asserted, among other things, that Samsung over-
reached in its handling of the matter.  The Court subsequently
denied the Debtors' requests.

Since June 23, 2009, the Debtors and Samsung have reengaged as
active litigants in the District Court Action.  Among other
things, Samsung has picked up where it left off prosecuting
before Judge Robinson counter-claims against the Debtors
related to U.S. Patent Nos. 6,930,050 and 5,740,065 -- the
Counter-Claim Patents.  In the District Court Action, Samsung has
long demanded that Judge Robinson afford it both damages and
injunctive relief pertaining to the Counter-Claim Patents.

On July 31, 2009, Samsung initiated a new lawsuit before the ITC,
demanding protections that would prevent the importation of any
Debtor product allegedly involving the Counsel-Claim patents.
According to the Ad Hoc Consortium, the New Samsung ITC Action:

  (a) involves claims that were already initiated by Samsung
      in the District Court Action, well before the Chapter 11
      filings;

  (b) covers matter that, by stipulation and Court order, were
      placed squarely before Judge Robinson to resolve;

  (c) reflects litigation gamesmanship, as Samsung is attempting
      to compound and multiply the litigation over the Counter-
      Claim Patents; and

  (d) reflects a blatant disregard for the Court and the
      procedural history leading to the Samsung Stay Relief
      Stipulation.

The Ad Hoc Consortium complains that Samsung did not limit its
complaint to only the Debtors.  In the New Samsung ITC Action,
Samsung also named a number of the Debtors' key customers,
seeking also to block importation of their product because they
contain Debtor flash memory components that allegedly infringe on
the Counter-Claim Patents.  Customer indemnification obligations
may have now been triggered, adding concerns over administrative
cost, collateral estoppel, customer dislocation, and management
distraction.

Deeply concerned by this development, the Ad Hoc Consortium
requested that the Debtors promptly initiate an adversary
proceeding against Samsung for an order enjoining further
prosecution of the New Spansion ITC Action until the Chapter 11
process reaches its natural conclusion.  The Debtors responded
that they will not undertake that action, but are supportive of
the Ad Hoc Consortium's desire to prosecute that action.

                    About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications.  Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts.  None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.  The
United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPECTRUM BRANDS: Exits Chapter 11 With a Stronger Balance Sheet
---------------------------------------------------------------
Spectrum Brands, Inc., said August 28 it has emerged from
bankruptcy.  The Company and its domestic subsidiaries officially
concluded their Chapter 11 reorganization August 28 after meeting
all closing conditions to the Company's Plan of Reorganization,
which was confirmed by the U.S. Bankruptcy Court for the Western
District of Texas, San Antonio Division, in a written order
entered on July 15, 2009.

"I am very pleased that we have accomplished what we set out to do
in this financial restructuring process.  We have achieved
significant debt reduction while maintaining our strong brand
reputations and solid relationships with our suppliers and
customers," said Kent Hussey, CEO of Spectrum Brands.
"Importantly, our businesses continued to perform remarkably well
throughout this process, expanding our market share in many key
product categories, including major brands in all three of our
business segments.  Additionally, on August 7, 2009 we reported
improved year-to-date consolidated adjusted EBITDA results through
our fiscal third quarter versus last year, a strong testament to
the strength and profitability of our businesses.  I want to thank
all of our employees for their dedication and tremendous
commitment to ensuring the success of this company and its
brands."

In conjunction with its emergence from Chapter 11, Spectrum Brands
on August 28 closed on its new $242 million exit financing
facility provided by several financial institutions led by GE
Capital.  This financing will be available for the company's
working capital needs.

In accordance with the Plan, suppliers will be paid in full, to
the extent the company has not already done so, for all valid
outstanding invoices for goods and services.  Suppliers do not
need to take any action at this time.  The Company expects to
process and pay valid prepetition supplier claims within the next
few weeks.

Also, in accordance with the Plan, the company's old common stock
has been extinguished and no financial distribution will be made
to holders of the old common stock.  The Company's bondholders as
of the effective date are being issued a total of approximately 27
million shares of new common stock and $218 million in 12 percent
Senior Subordinated Toggle Notes due 2019.  The new shares are
expected to trade initially on the Pink Sheets.  In addition, also
as of the effective date, approximately 3 million shares of new
common stock are being issued to supplemental and sub-supplemental
participants in the Company's debtor-in-possession loan facility
pursuant to an equity fee provision.  The Company's Board of
Directors will ultimately decide when the Company will seek to be
listed on an exchange, however the Company currently expects to
begin that process later this year or in early 2010.  The Company
plans to continue to make public filings and disclosures as it has
in the past.

                         About Spectrum Brands

Spectrum Brands is a global consumer products company and a
leading supplier of batteries, shaving and grooming products,
personal care products, specialty pet supplies, lawn & garden and
home pest control products, personal insect repellents and
portable lighting.  Helping to meet the needs of consumers
worldwide, included in its portfolio of widely trusted brands are
Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(R),
Nature's Miracle(R), Dingo(R), 8-In-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R).  Spectrum Brands' products
are sold by the world's top 25 retailers and are available in more
than one million stores in more than 120 countries around the
world.  Headquartered in Atlanta, Georgia, Spectrum Brands
generates annual revenue from continuing operations in excess of
$2 billion.

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.  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.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

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.  By order dated August 19, 2009,
the Fifth Circuit Court of Appeals lifted this stay.

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)


SPORT CHALET: Files CEO's Memorandum on Proposed Options Exchange
-----------------------------------------------------------------
Sport Chalet, Inc., on August 21, 2009, filed a definitive proxy
statement with the Securities and Exchange Commission for use at
its annual meeting of stockholders to be held on September 15,
2009.  The Definitive Proxy Statement contains a proposal asking
the stockholders of the Company to approve a one-time program in
which the Company will offer each option holder eligible to
participate an opportunity to exchange outstanding stock options
to purchase shares of the Class A Common Stock for new options to
purchase fewer Class A Shares at the fair market value of the
Class A Shares on the date the new options are granted.

In connection with the proposed Option Exchange, the Company has
filed with its Schedule 14A a memorandum from Craig Levra, the
President and Chief Executive Officer, to all employees dated
August 27, 2009, regarding the proposed Option Exchange.  A full-
text copy of the memorandum is available at no charge at
http://ResearchArchives.com/t/s?4373

Mr. Levra indicated that the stock option exchange program
"increases employees' ability to share in the Company's future
success."  The program follows this Proposed Timeline:

     September 12, 2009 -- black out period begins prior to market
                           open (15 days before second quarter
                           ends) pursuant to Sport Chalet's
                           Insider Trading Policy

     September 15, 2009 -- annual stockholders meeting (seeking
                           stockholder approval of the employee
                           stock option exchange program)

     September 27, 2009 -- second quarter ends

     October 1, 2009    -- employee stock option exchange program
                           election period begins

     October 16, 2009   -- employee stock option exchange program
                           election period ends

     November 4, 2009   -- Sport Chalet issues second quarter
                           press release

     November 6, 2009   -- black out period ends after market
                           close (two days after issuing second
                           quarter press release) and earliest
                           date of grant for the new options
                           (after market close) for the employee
                           stock option exchange program

The stock option exchange program has not yet commenced.  Sport
Chalet will file a Tender Offer Statement on Schedule TO with the
SEC upon the commencement of the stock option exchange program.

As of June 28, 2009, the Company had $158.3 million in total
assets; $104.3 million in total current liabilities, and
$24.8 million in deferred rent, resulting in stockholders' equity
of $29.1 million.

The Company has said its primary capital requirements are for
inventory, store relocation and remodeling.  Historically, cash
from operations, credit terms from vendors and bank borrowing have
met its liquidity needs.  For the foreseeable future, the Company
said its ability to continue its operations and business is
dependent on its cash flow from operations and borrowing capacity.
Comparable store sales for the past eight quarters from the second
quarter of fiscal 2008 to the first quarter of fiscal 2010 are -
2.2%, -6.9%, -8.8%, -11.1%, -6.7%, -15.4%, -17.7% and -14.7%,
respectively.  More recently, for the Company second quarter
through August 2, 2009, it has experienced a 10.4% decline in
comparable store sales.  In the event sales decline at a rate
greater than anticipated to support the loan covenants, the
Company warned it may have insufficient working capital to
continue to operate its business as it has been operated, or at
all.

As a result of the comparable store sales decline, the Company is
focused on reducing operating expenses and improving liquidity
through cost reductions and other initiatives.

The amount the Company can borrow under its credit facility with
Bank of America, N.A., is limited to a percentage of the value of
eligible inventory, minus certain reserves.  A significant
decrease in eligible inventory due to the aging of inventory, an
unfavorable inventory appraisal or other factors, could have an
adverse effect on its borrowing capabilities under its credit
facility, which may adversely affect the adequacy of its working
capital.

                        About Sport Chalet

Sport Chalet, Inc. (Nasdaq: SPCHA, SPCHB) --
http://www.sportchalet.com/-- founded in 1959 by Norbert Olberz,
operates full service specialty sporting goods stores in
California, Nevada, Arizona and Utah.  The Company offers more
than 50 services for the serious sports enthusiast, including
backpacking, canyoneering, and kayaking instruction, custom golf
club fitting and repair, snowboard and ski rental and repair,
SCUBA training and certification, SCUBA boat charters, team sales,
racquet stringing, and bicycle tune-up and repair throughout its
55 locations.


SPORTS CONSTRUCTOR'S: Case Summary 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Sports Constructor's, Inc.
        77080 Wyatt Drive
        Fort Worth, TX 76108

Bankruptcy Case No.: 09-45242

Chapter 11 Petition Date: August 26, 2009

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

Judge: Russell F. Nelms

Debtor's Counsel: Michael A. McConnell, Esq.
                  Kelly Hart & Hallman LLP
                  201 Main Street, Suite 2500
                  Ft. Worth, TX 76102
                  Tel: (817) 332-2500
                  Fax: (817) 878-9280
                  Email: michael.mcconnell@khh.com

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

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

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

            http://bankrupt.com/misc/txnb09-45242.pdf

The petition was signed by Michael Gregory.


SRW INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: SRW Investments LLC
           dba Waggoner Investments
        910 South Jackson Street
        Frankfort, IN 46041

Bankruptcy Case No.: 09-12574

Chapter 11 Petition Date: August 27, 2009

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

Judge: Anthony J. Metz III

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

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

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/insb09-12574.pdf

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


ST. MARY'S HOSPITAL: Hospital Building Bids Due by Oct. 5
---------------------------------------------------------
St. Mary's Hospital, Passaic, N.J., filed its Motion (I) to
Establish Bid and Sale Procedures for the Sale of [its 250,000
square-foot, 514-unit, hospital building located at] 211
Pennington Avenue, Passaic, New Jersey and Related Property Free
and Clear of Liens, Claims, and Encumbrances and Interests, (II)
to Schedule a Hearing on the Approval of the Sale, and (III) to
Approve the Form and Manner of Notice of the Sale with the United
States Bankruptcy Court for the District of New Jersey.

All parties that may be interested in submitting a bid for the
Purchased Assets or taking part in an Auction must read carefully
the Bid Procedures as outlined in the Bid Procedures Order.  Only
Qualified Bidders may participate in the Auction.  If you are
interested in determining how to submit such a Qualified Bid, you
must comply with the terms of the Bidding Procedures as referenced
in the Order granting the Procedures Motion.  Any party in
interest wishing to receive a complete set of the Motion, the Bid
Procedures and the Bid Procedures Order may do so free of charge
upon written request of Debtor's counsel.

Any party that wishes to take part in this process and submit a
bid for the Purchased Assets must submit their bid prior to
October 5, 2009, at 5:00 p.m. (EDT) (the "Bid Deadline") to:

   (a) counsel for the Debtor:

       Robert K. Malone, Esq.
       Michael P. Pompeo, Esq.
       Drinker Biddle & Reath LLP
       500 Campus Drive
       Florham Park, NJ 07932

   (b) the Office of the United States Trustee

   (c) Counsel to the Creditors' Committee:

       Brett S. Moore, Esq.
       Warren J. Martin, Jr., Esq.
       Porzio, Bromberg & Newman, P.C.
       100 Southgate Parkway
       P.O. Box 1997
       Morristown, NJ 07962

   (d) Co-Counsel to HFG (a secured lender):

       Benjamin Mintz, Esq.
       Kaye Scholer, LLP
       425 Park Avenue
       New York, NY 10022

          - and -

       Richard M. Meth, Esq.
       Day Pitney, LLP
       200 Campus Drive
       Florham Park, NJ 07932

in each case so as to be received not later than the Bid Deadline.

In the event that the Debtor timely receives two or more
conforming initial bids from prospective purchasers as described
in the Procedures Motion and approved by the Debtor, then the
Debtor, in consultation with the Creditors' Committee, the NJHCFFA
and HFG, may conduct an auction with respect to the sale of the
Purchased Assets on October 15, 2009, beginning at 12:00 p.m.
(EDT), at the offices of Drinker Biddle & Reath LLP or at such
other location as may be designated by the Bankruptcy court or the
Debtor, in consultation with the Creditors' Committee, the NJHCFFA
and HFG.  Only Qualified Bidders will be eligible to participate
at the Auction.  In order to participate in the Auction, each
prospective purchaser shall be required to comply with the
requirements of the Bid Procedures and to submit an Initial Bid
that is timely and that complies in all respects with the Bid
Procedures Order.

At the Sale Hearing, the Debtor may present to the Bankruptcy
Court for approval both the Prevailing Bid and the next highest or
otherwise best bid.  Subject to Bankruptcy Court approval, the
Debtor shall effect the Sale with the Successful Bidder.  As set
forth in the Sale Procedures, if the Successful Bidder fails to
consummate an approved Sale because of a breach or a failure to
perform on the part of such Successful Bidder, the Next Highest
Bid, shall be deemed to be the Prevailing Bid and the Debtors
shall be authorized to effect such Sale without further order of
the Bankruptcy Court.

The Debtor reserves the right in its business judgment, and in
consultation with the Creditors' Committee, NJHCFFA and HFG, to
(i) waive, modify or impose additional or different terms and
conditions of the Bidding Procedures at or prior to the Sale, (ii)
extend the deadlines set forth in the Bid Procedures and/or
adjourn the Auction and/or the Sale Hearing without further
notice, and (iii) reject any and all bids and/or cancel the
Auction and/or Sale for any reason or no reason at all.
If you seek to object to the sale of the Purchased Assets or other
relief sought in the Motion, you must comply with the terms for
making such objections as set forth in the Bid Procedures Order.
Such Objection must be filed with the Bankruptcy Court in the
District of New Jersey and served on the parties set forth in the
Bid Procedures Order. If any party fails to timely file and serve
an objection in accordance with the Bid Procedures Order, the
Bankruptcy Court may disregard such objection.

St. Mary's Hospital, Passaic, N.J., filed for Chapter 11
protection (Bankr. D. N.J. Case No. 09-15619) on March 9, 2009,
listing listed assets of $70.8 million and debts of $128 million.


STANDARD PACIFIC: Lenders Reduce Commitment, Relax Covenants
------------------------------------------------------------
Standard Pacific Corp. on August 12, 2009, entered into an Eighth
Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement, with Bank of America, N.A., as
Administrative Agent for the Revolving Lenders and as
Administrative Agent for the Term A Lenders, and the Revolving
Lenders and the Term A Lenders signatory thereto.  The Amendment
amended (i) the Revolving Credit Agreement, dated as of August 31,
2005, among the Company, Bank of America, as Administrative Agent,
and the lenders party thereto and (ii) the Term Loan A Credit
Agreement, dated as of May 5, 2006, among the Company, Bank of
America, as Administrative Agent, and the lenders.

Pursuant to the Amendment, among other things, the Company (i)
reduced the total commitment under the Revolving Credit Agreement
from $361.4 million to $50 million, with future extensions of
credit under the Revolving Credit Agreement being limited (subject
to certain limited exceptions) to the issuance of letters of
credit, (ii) agreed to cash collateralize all letters of credit
outstanding from time to time under the Revolving Credit Agreement
and (iii) paid down the outstanding balance of term loans under
the Term Loan A Credit Agreement from $37.1 million to
$3.7 million and shortened the maturity of the Term Loan A Credit
Agreement from May 5, 2011 to December 15, 2009.

In addition, pursuant to the Amendment, the covenants contained in
the Revolving Credit Agreement and the Term Loan A Credit
Agreement were modified to, among other things, eliminate the
negative covenants limiting liens, prepayment of indebtedness,
changes in the nature of business, pension plans, payment of
dividends, disposition of properties, investments, transactions
with affiliates and indebtedness.  The liquidity test requiring
the Company to maintain either a minimum ratio of cash flow from
operations to consolidated home building interest incurred or a
minimum interest reserve was also eliminated and replaced with a
financial covenant requiring the Company to either (i) maintain
either a minimum ratio of cash flow from operations to
consolidated homebuilding interest incurred, a minimum ratio of
home building EBITDA to consolidated home building interest
incurred or a maximum ratio of combined net home building debt to
consolidated tangible net worth or (ii) pay a fee equal to 50
basis points per quarter on the outstanding principal amount of
the loans under the Term Loan A Credit Agreement and prepay, on a
quarterly basis, an aggregate principal amount of $7.5 million of
the loans outstanding under the Term Loan A Credit Agreement and
the Company's Term Loan B Credit Agreement.  The event of default
relating to the prepayment of subordinated debt was also
eliminated from the Revolving Credit Agreement and the Term Loan A
Credit Agreement.

In addition, pursuant to the Amendment, the Revolving Credit
Agreement was amended to add an event of default relating to the
maintenance of cash collateral securing outstanding letters of
credit under the Revolving Credit Agreement, as well as to add
certain additional events of default relating to subsidiaries of
the Company that have pledged cash to secure such letters of
credit, including, among other things, events of default relating
to bankruptcy and insolvency events, dissolutions, liquidations
and sales of assets of such subsidiaries.

The Amendment also makes certain other technical amendments to the
Revolving Credit Agreement and the Term Loan A Credit Agreement.

As a result of the Amendment and pursuant to the Term Loan B
Credit Agreement, dated as of May 5, 2006, among the Company, Bank
of America, as Administrative Agent, and the lenders, the
representations and warranties, covenants and events of default
under the Term Loan B Credit Agreement corresponding to the
representations and warranties, covenants and events of default
under Revolving Credit Agreement and the Term Loan A Credit
Agreement were automatically amended to conform to those set forth
in the Revolving Credit Agreement and the Term Loan A Credit
Agreement after giving effect to the Amendment.

The Company also has proposed that certain additional changes be
made to the Term Loan B Credit Agreement to make the financial
covenant more restrictive in future periods, and to require
payment of the Financial Covenant Fee on the outstanding principal
amount of the loans under the Term Loan B Credit Agreement in the
event the Company does not comply with the financial covenant.
The lenders under the Term Loan B Credit Agreement will have a
period of 15 business days from the date such changes are proposed
to the lenders to object to these additional changes, and such
additional changes will not become effective unless lenders
holding in excess of 66-2/3% of the aggregate principal amount of
the loans outstanding under the Term Loan B Credit Agreement do
not object to them.

                   REVOLVER LENDER COMMITMENT SCHEDULE

                   Lender                   Commitment        Share
                   ------                   ----------        -----
  Bank of America, N.A.                   $6,450,236.96      12.90%
  JPMorgan Chase Bank                     $4,729,857.82       9.46%
  The Royal Bank of Scotland              $4,545,023.70       9.09%
  Wachovia Bank National Association      $4,393,364.93       8.79%
  SunTrust Bank                           $2,369,668.25       4.74%
  Guaranty Bank                           $2,606,635.07       5.21%
  PNC Bank, National Association          $2,369,668.25       4.74%
  Credit Suisse, Cayman Islands Branch    $2,132,701.42       4.27%
  Washington Mutual Bank                  $2,606,635.07       5.21%
  Calyon New York Branch                  $1,398,104.27       2.80%
  Comerica Bank                           $1,658,767.77       3.32%
  US Bank National Association            $1,658,767.77       3.32%
  Citibank, N.A.                          $1,056,872.04       2.11%
  Natixis                                 $1,056,872.04       2.11%
  Key Bank National Association           $1,658,767.77       3.32%
  Regions Bank                            $1,488,151.66       2.98%
  Bank of the West                        $1,421,800.95       2.84%
  City National Bank                      $1,184,834.12       2.37%
  Union Bank, N.A.                        $1,421,800.95       2.84%
  Wells Fargo Bank National Association   $1,421,800.95       2.84%
  California Bank and Trust                 $947,867.30       1.90%
  Compass Bank                              $710,900.47       1.42%
  MidFirst Bank                             $710,900.47       1.42%
                                          -------------      ------
               AMOUNT                       $50,000,000         100%

                  TERM A LOAN LENDER COMMITMENT SCHEDULE

                   Lender                        Amount      Percentage
                   ------                        ------      ----------
  Bank of Oklahoma, N.A.                      $74,259.31           2.00%
  Bank of the West                           $185,648.28           5.00%
  Bank of America, N.A.                      $720,315.35          19.40%
  Calyon New York Branch                     $204,213.11           5.50%
  Citibank, N.A.                             $471,546.64          12.70%
  JPMorgan Chase Bank National Association   $471,546.64          12.70%
  Natixis                                    $471,546.64          12.70%
  Regions Bank                               $133,666.76           3.60%
  The Royal Bank of Scotland                 $337,879.88           9.10%
  Union Bank, N.A.                           $185,648.28           5.00%
  Wachovia Bank National Association         $271,046.50           7.30%
  Wells Fargo Bank National Association      $185,648.28           5.00%
                                           -------------     ----------
                   TOTAL                   $3,712,965.69         100.00%

A full-text copy of the Eighth Amendment to Revolving Credit
Agreement and Seventh Amendment to Term Loan A Credit Agreement,
effective as of August 12, 2009, by and among the Company, Bank of
America, N.A., as Administrative Agent for the Revolving Lenders
and as Administrative Agent for the Term A Lenders, and the
Revolving Lenders and the Term A Lenders, is available at no
charge at http://ResearchArchives.com/t/s?4383

A full-text copy of the Notice of Revolver and Term A Amendment,
dated August 12, 2009, is available at no charge at:

              http://ResearchArchives.com/t/s?4384

                   About Standard Pacific Corp.

Headquartered in Irvine, California, Standard Pacific Corp. (NYSE:
SPF) -- http://www.standardpacifichomes.com/-- operates in many
of the largest housing markets in the country with operations in
major metropolitan areas in California, Florida, Arizona, the
Carolinas, Texas, Colorado and Nevada.  The Company also provides
mortgage financing and title services to its homebuyers through
its subsidiaries and joint ventures, Standard Pacific Mortgage
Inc., SPH Home Mortgage and SPH Title.

Standard Pacific generated a net loss of $23.1 million, or $0.10
per diluted share, for the second quarter ended June 30, 2009,
versus a net loss of $249.0 million, or $3.44 per diluted share,
for the year earlier period.  As of June 30, 2009, the Company had
$1.91 billion in total assets and $1.56 billion in total
liabilities.

                           *     *     *

According to the Troubled Company Reporter on April 1, 2009,
Standard & Poor's Ratings Services lowered its issue-level rating
on Standard Pacific Corp.'s senior unsecured notes to 'CCC-' from
'CCC' and removed the rating from CreditWatch, where it was placed
with negative implications on March 4, 2009.  At the same time,
S&P lowered its recovery rating on the debt to '5' from '4',
indicating that senior noteholders can expect modest (10%-30%)
recovery in the event of a payment default.


SUNGARD DATA: Bank Debt Trades at 3% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which SunGard Data
Systems, Inc., is a borrower traded in the secondary market at
96.65 cents-on-the-dollar during the week ended Friday, Aug. 28,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.95 percentage points from the previous week, The Journal
relates.  The loan matures on Feb. 28, 2014.  The Company pays 375
basis points above LIBOR to borrow under the facility.  The bank
debt is not rated by Moody's while it carries Standard & Poor's BB
rating.  The debt is one of the biggest gainers and losers among
widely quoted syndicated loans in secondary trading in the week
ended Aug. 28, among the 140 loans with five or more bids.

SunGard Data Systems, Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry well as higher education institutions and the
public sector.  SunGard also provides disaster recovery/business
continuity services through its Availability Services division.

Fitch currently rates SunGard Issuer Default Rating at 'B',
$4.7 billion senior secured term loan due 2014 and 2016 at 'BB-
/RR2', and $829 million senior secured revolving credit facility
(RCF) due 2011 and 2013 at 'BB-/RR2'.

Standard & Poor's Ratings Services rates (i) SunGard's corporate
rating at 'B+', and its (ii) $2.7 billion tranche B secured term
loan maturing Feb. 28, 2016, and the $580 million secured
revolving credit facility maturing May 11, 2013, at 'BB'.


TALON INTERNATIONAL: June 30 Balance Sheet Upside-Down by $9.7MM
----------------------------------------------------------------
Talon International, Inc.'s balance sheet at June 30, 2009, showed
total assets of $17.36 million and total liabilities of
$27.13 million, resulting in a stockholders' deficit of
$9.77 million.

For three months ended June 30, 2009, the Company reported a net
income of $74,855 compared with a net income of $598,157 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $1.10 million compared with a net loss of $1.24 million for the
same period in 2008.

The Company said there is substantial doubt about its ability to
continue as a going concern.  The Company noted that it
experienced substantial recurring losses from operations on
declining revenues and has an accumulated deficit of
$64.8 million as of June 30, 2009.

The Company added that its continuation as a going concern is
dependent on its ability to generate sufficient cash flow to meet
its obligations on a timely basis, to obtain additional  financing
as may be required, and ultimately to attain profitable
operations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4356

Talon International, Inc. (OTC:TALN) is an apparel company
specializes in the manufacturing and distribution of a full range
of apparel accessories including zippers and trim items to
manufacturers of fashion apparel, specialty retailers and mass
merchandisers.  The Company acts as a service outsourced trim
management department for manufacturers, a specified supplier of
trim items to owners of specific brands, brand licensees and
retailers, a manufacturer and distributor of zippers under the
TALON brand name and a distributor of stretch waistbands that
utilize licensed patented technology under the TEKFIT brand name.
The Company also provides full service outsourced trim design,
sourcing and management services and supply specified trim items
for manufacturers of fashion apparel as Abercrombie & Fitch,
Victoria's Secret, American Eagle, Motherhood, Express, Polo Ralph
Lauren, and others.


TAYLOR BEAN: Gets Interim Nod to Use Cash Collateral
----------------------------------------------------
Taylor, Bean & Whitaker Mortgage Corp. received interim approval
from Judge Jerry Funk to use cash collateral, Dawn McCarty at
Bloomberg News reported.

Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States.  In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities.  It also managed
a combined mortgage servicing portfolio of approximately $80
billion.  The company employed more that 2,000 people in offices
located throughout the United States.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).

Taylor Bean has more than $1 billion of both assets and
liabilities, and between 1,000 and 5,000 creditors, according to
the bankruptcy petition.

Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Florida, represents the Debtor.  Troutman
Sanders LLP is special counsel.  BMC Group, Inc., serves as claims
agent.


THORNBURG MORTGAGE: Changes Name to TMST Inc., Files Relevant Docs
------------------------------------------------------------------
Thornburg Mortgage Inc. on August 7, 2009, filed Articles of
Amendment with the State Department of Assessments and Taxation of
Maryland to change the Company's name to TMST, Inc.  Under the
Amended and Restated Management Agreement dated as of January 16,
2009, and deemed effective April 30, 2008, Thornburg Mortgage
Advisory Corporation has the right to request the Company to cease
use of the name "Thornburg" and to legally change the name of the
Company to a name that does not include "Thornburg" or any
approximation thereof.  Following the receipt of such a request
from TMAC, the Company filed a motion with the United States
Bankruptcy Court for the District of Maryland seeking approval to
change its name.  The motion was granted by the Bankruptcy Court
on July 27, 2009, and the name change became effective upon the
acceptance for record of the Articles of Amendment by the State
Department of Assessments and Taxation of Maryland.

On August 11, 2009, the Board of Directors of the Company approved
certain amendments to the Company's Amended and Restated Bylaws to
provide that, unless otherwise provided by the Board of Directors
or required by the Company's charter, shares of the Company's
stock will be issued only in uncertificated form and no
certificates representing shares of the Company's stock will be
issued by the Company upon the surrender to the Company of
certificates representing outstanding shares of the Company's
stock.  Following these amendments, the Company does not expect to
issue any stock certificates.  Shares of the Company's stock will
be issued in uncertificated book entry form or registered for
transfer through the Direct Registration System, and stockholders
generally will not be entitled to obtain physical certificates
representing their shares of the Company's stock. The amended
Bylaws also eliminate provisions regarding the content and
signature requirements of any certificates the Company may issue
in the future, as these matters are governed by the Maryland
General Corporation Law.

A full-text copy of the Articles of Amendment is available at no
charge at http://ResearchArchives.com/t/s?4376

A full-text copy of the Amended and Restated Bylaw is available at
no charge at http://ResearchArchives.com/t/s?4377

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. --
http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge
Duncan W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.


THORNBURG MORTGAGE: Consensual Exit Plan for ADFITECH Explored
--------------------------------------------------------------
TMST, Inc., formerly known as Thornburg Mortgage, Inc., disclosed
that at the request of the unsecured creditors' committee
appointed in its bankruptcy cases, the sale process for mortgage
auditor, debtor ADFITECH, has been terminated.

TMST said on May 1, 2009, it intended to sell the business
operations of ADFITECH as a going concern.

TMST said ADFITECH and the unsecured creditors' committee are
working on a consensual plan of reorganization of ADFITECH,
subject to approval by the Bankruptcy Court in accordance with the
Chapter 11 plan confirmation requirements of the Bankruptcy Code.

ADFITECH continues to operate as a going-concern entity.  On
July 1, 2009 Larry Goldstone, CEO of TMST, Clarence G. Simmons
III, CFO of TMST, and Thomas Apel, CEO of ADFITECH, and their
advisors met with the representatives of the Unsecured Creditors
Committee and their advisors in New York City at the request of
the Committee to address a variety of topics.  After extensive
discussion and negotiation with the Committee, the Debtor and its
related debtors filed an emergency motion on July 29, 2009,
requesting court approval of termination of the sale process for
ADFITECH based upon an agreement with the Committee which had
requested termination of the sale process and negotiation of a
Chapter 11 plan of reorganization for ADFITECH.  A hearing on the
motion was held on August 12, 2009, following which the court held
(i) court authorization for stopping the ADFITECH sale process was
not required, (ii) court approval for a release by the Committee
of the debtors and their officers and directors from liability
relating to stopping the ADFITECH sale process was not required,
and (iii) allowance of fees paid or to be paid to Houlihan Lokey
Howard & Zukin Capital, Inc., required the filing of an
appropriate application and notice and hearing thereon.

Subsequently, ADFITECH and the other debtors decided to stop the
sale process for ADFITECH and engage in plan negotiations with the
Committee, and terminated the engagement of Houlihan Lokey.
ADFITECH, the Committee, and their advisor's continue to work
together in a collaborative manner.  The parties' advisors were in
frequent contact during the month and made progress in addressing
the Committee's information requests.

As reported by the Troubled Company Reporter on August 12, 2009,
according to Law360, U.S. Trustee W. Clarkson McDow Jr. objected
to the Debtors' request to halt the sale process of ADFITECH,
saying it should not pay Houlihan Lokey for stopping work.  The
U.S. Trustee protested to the payment of almost $300,000 to the
firm.

TMST has indicated it is not expected that there will be any
distribution to the Company's equity holders in connection with
the Debtors' bankruptcy cases.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. --
http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge
Duncan W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.


TITAN ENERGY: Posts 649,678 Net Loss in Six Months Ended June 30
----------------------------------------------------------------
Titan Energy Worldwide, Inc., posted a net loss of $312,865 for
three months ended June 30, 2009, compared with a net loss of
$289,701 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $649,678 compared with a net loss of $1.02 million for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $6.23 million, total assets of $3.13 million and stockholders'
equity of 3.10 million.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that it
incurred a net loss for the six months ended June 30, 2009, and at
June 30, 2009, had an accumulated deficit of $24,668,076.  In
addition, the Company issued Series D Convertible Preferred Stock
with a beneficial conversion feature which resulted in recording a
preferred stock dividend of $4.07 million.  The accumulated
deficit without these transactions would have been $10,823,580.

The management related that the Company has enough capital through
reserves and expected revenues to operate until Dec. 31, 2009;
however, it is likely that it will need additional capital to
continue operations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?435e

                   About Titan Energy Worldwide

Titan Energy Worldwide, Inc. -- http://www.titanenergy.com/--
manufactures, markets and services energy generation products and
services, including development and support for new energy-related
technology.  Founded in 2005, Titan serves disaster recovery first
responders, relief agencies, homeland security, the department of
defense and municipalities.


TROPICANA ENTERTAINMENT: Gets NJCC Permit for Atlantic City Return
------------------------------------------------------------------
Dan Shaw at Evansville Courier & Press reports that Tropicana
Entertainment LLC has obtained the New Jersey Casino Control
Commission's permission to return to Atlantic City.

According to Courier & Press, the Commission agreed to let
Tropicana Entertainment take over ownership of the Tropicana
Casino and Resort in Atlantic City.

Courier & Press relates that New Jersey's approval will allow
Tropicana Entertainment to reunite its Atlantic City casino with
Casino Aztar and properties it owns in Mississippi and Louisiana.

Tropicana Entertainment could receive a license is November, even
though the commission is meeting in September, due to a probe by
regulators on the Company, Courier & Press says, citing Ernie
Yelton, the executive director of the Indiana Gaming Commission.

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TRW AUTOMOTIVE: Bank Debt Trades at Less Than 1% Off
----------------------------------------------------
Participations in a syndicated loan under which TRW Automotive,
Inc., is a borrower traded in the secondary market at 99.35 cents-
on-the-dollar during the week ended on Aug. 28, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.97 percentage
points from the previous week, The Journal relates The loan
matures on Feb. 9, 2014.  The Company pays 150 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B2 rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 28, among the 140 loans
with five or more bids.

TRW Automotive, Inc., headquartered in Livonia, Michigan, is among
the world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  Standard & Poor's Ratings Services says
TRW is one of the world's 10 largest manufacturers of original
equipment automotive parts and designs.  Nearly 70% of its sales
comes from outside North America; its largest customer, Volkswagen
AG, accounts for about 17% of sales.  Combined sales to the
Michigan-based automakers account for about 22% of TRW's
consolidated revenues, S&P says.  The Company has three operating
segments; Chassis Systems, Occupant Safety Systems, and Automotive
Components.  Its primary business lines encompass the design,
manufacture and sale of active and passive safety related
products.  Revenues in 2007 were approximately $14.7 billion.

In June 2009, Fitch Ratings downgraded TRW's Issuer Default Rating
to 'B-' from 'B'.  The downgraded was driven by increased concerns
that the global automotive downturn will cause TRW's credit
profile to deteriorate more than previously anticipated.
In August 23, Fitch affirmed TRW Automotive's IDR at 'B-', removed
from Rating Watch Negative and assigned a Stable Outlook.


UNI-MARTS LLC: Disclosure Statement Hearing Set for September 22
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware had set a
hearing on September 22, 2009, at 4:00 p.m. to consider the
approval of the disclosure statement explaining Uni-Marts, LLC,
and its affiliated debtors' joint plan of liquidation dated
August 18, 2009.

Objections, if any, to approval of the disclosure statement must
be in writing and filed with the clerk of the Bankruptcy Court not
later than 4:00 p.m. on September 16, 2009.

The Plan provides for the conduct of an auction for substantially
all of the Debtors' assets, the proceeds of which will be used to
make a number of payments contemplated by the Plan.  Allowed other
secured claims, allowed priority non-tax claims, and allowed
unclassified claims will be fully paid.  Certain outstanding
interests in the Debtors will be cancelled.

The Secured Claim of Comerica Bank will receive in full and final
satisfaction of its claim (i) the New Comerica Note, or (ii) such
other, less favorable treatment as is agreed upon by the Debtors
or the Liquidation Trustee, and Comerica.

Each holder of an allowed general unsecured claim against Uni-
Marts under Class 4(a) will receive its ratable portion of the
Class A interests in the Liquidation Trust.

General unsecured claims against Uni-Marts Ohio under Class 4(b)
and general unsecured claims against subsidiary Debtors under
Class 4(c) will receive similar treatment, with the exception that
Class 4(b) will receive its ratable portion of the Class B
interests in the Liquidation Trust and Class 4(c) will receive its
ratable portion of the Class C interests in the Liquidation Trust.

             Classification of Claims and Interests

The plan places the various claims against and interests in the
Debtors into 6 classes:
                                                              %
  Class    Description                 Treatment             Rec.
  -----    --------------------  -------------------------   -----
  1   Priority Non-Tax Claims   Unimpaired; Not entitled    100%
                                to Vote

  2   Secured Claims of         Impaired; Entitled to Vote  100%
      Comerica

  3   Other Secured Claims      Unimpaired; Not entitled    100%
                                to Vote

4(a)  General Unsecured Claims  Impaired; Entitled to Vote  x.xx%
      Against Uni-Marts

4(b)  General Unsecured Claims  Impaired; Entitled to Vote  x.xx%
      Against Uni-Marts Ohio

4(c)  General Unsecured Claims  Impaired; Entitled to Vote  x.xx%
      Against Subsidiary
      Debtors

  5   Convenience Class Claims  Impaired; Entitled to Vote  x.xx%

6(a)  Interests in Uni-Marts    Impaired; Not entitled to     0%
                                Vote

6(b)  Interests in Uni-Marts    Impaired; Not entitled to     0%
      Ohio                      vote

6(c)  Interests in Subsidiary   Impaired; Note entitled to    0%
      Debtors                   vote

A full-text copy of the disclosure statement accompanying Uni-
Marts, LLC's joint plan of liquidation dated August 18, 2009, is
available for free at http://bankrupt.com/misc/uni-marts.ds.pdf

As reported in the TCR on August 28, 2009, 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.

Kwik Pik would pay $10 million for Uni-Marts' Ohio assets and
$6.7 million for the Company's Pennsylvania and New York assets.
According to Convenience Store News, 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.

Convenience Store News stated that interested parties may bid on
the entire company, groups of assets or on individual stores by
September 16.

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.


UNITED AIR: Bank Debt Trades at 36.65% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which United Airlines,
Inc., is a borrower traded in the secondary market at 63.35 cents-
on-the-dollar during the week ended on Aug. 28, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.73 percentage
points from the previous week, The Journal relates.  The loan
matures on February 13, 2013.  United pays 200 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Aug. 28, among the 140 loans
with five or more bids.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


US FOODSERVICE: Bank Debt Trades at 20% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which U.S. Foodservice,
Inc., is a borrower traded in the secondary market at 80.40 cents-
on-the-dollar during the week ended Friday, Aug. 28, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.10
percentage points from the previous week, The Journal relates.
The loan matures on July 3, 2014.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B2 rating, while it is not rated by Standard &
Poor's.  The debt is one of the biggest gainers and losers among
widely quoted syndicated loans in secondary trading in the week
ended Aug. 28, among the 140 loans with five or more bids.

U.S. Foodservice, Inc. -- http://www.usfoodservice.com/-- is a
foodservice supplier serving some 250,000 customers from more than
70 distribution facilities.  The Company supplies restaurants,
hotels, school, and other foodservice operators with a wide
variety of food products, including canned and dry foods, meats,
frozen foods, and seafood.  It also distributes kitchen equipment
and cleaning supplies among other non-food supplies.  U.S.
Foodservice distributes both national brand products and its own
private labels.  Tracing its roots to 1853, the company is owned
by private equity firms KKR & Co. and Clayton, Dubilier & Rice.


US SHIPPING: Plan Set for Oct. 1 Confirmation
---------------------------------------------
U.S. Shipping Partners L.P. will present to the Bankruptcy Court
on October 1 for confirmation its reorganization plan negotiated
with lenders prepetition.  Objections to confirmation of the Plan
are due September 25.

U.S. Shipping has obtained approval of the disclosure statement
explaining the terms of the Plan.  A copy of the Disclosure
Statement, as twice amended, is available for free at:

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

The Official Committee of Unsecured Creditors does not support the
plan.  The Committee notes that if general unsecured creditors
vote in favor of the Plan, each holder of an allowed general
unsecured claim under class 5 will receive a distribution equal to
its pro Rata shareof a $300,000 segregated fund as the sole
recovery Under the plan.  If, however, class 5 votes to reject the
plan, each holder of an allowed general unsecured claim shall
receive a distribution equal to its pro rata share of a $100,000
segregated fund and the creditors committee may have the
opportunity to Seek to pursue the litigation, which may, if
ultimately successful, provide an additional source of
recovery, the Committee said.

Under the Plan, holders of the $333 million senior secured credit
are to receive $240 million in new first-lien notes, $60 million
in junior secured term loans, shares and warrants to purchase
Class A common stock.  The second lien creditors will receiver
shares and warrants to purchase class B common stock.

The Plan provides for a 70.3% to 79.7% recovery to holders of
Allowed Senior Secured Lender Claims, a 0.0% to 2.5% recovery to
holders of Allowed Second Lien Secured Claims, a 4.3%-6.0%
recovery to holders of Allowed General Unsecured Claims if Class 5
votes to accept the Plan, (or, alternatively, a 1.4%-2.0% recovery
if Class 5 votes to reject the Plan) and no recovery for holders
of prepetition equity interests.

As reported by the TCR on August 7, Rand Logistics, Inc.,
submitted a non-binding proposal via letter to the board of
directors of the general partner of U.S. Shipping Partners
pursuant to which Rand proposed, as an alternative to the
Partnership's proposed plan of reorganization dated July 10, 2009,
a transaction in which Rand would acquire the majority of the
assets, and assume certain liabilities, of the Partnership and its
subsidiaries for a combination of cash, notes and warrants.
The board of directors, after consultation with its financial and
legal advisors and the Steering Committee of the secured lenders,
rejected the alternative plan, citing that the Partnership's plan
will deliver a higher value to all the Partnership's stakeholders.

                       About U.S. Shipping

U.S. Shipping Partners L.P. -- http://www.usslp.com/-- provides
long-haul marine transportation services for refined petroleum,
petrochemical and commodity chemical products in the U.S. domestic
"coastwise" trade.  Its existing fleet consists of twelve tank
vessels: five integrated tug barge units; one product tanker;
three chemical parcel tankers and three ATBs.  U.S. Shipping has
embarked on a capital construction program to build additional
ATBs and, through a joint venture, additional tank vessels that
upon completion will result in U.S. Shipping having one of the
most modern versatile fleets in service.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on April 29, 2009 (Bankr. S.D.N.Y. Case No. 09-12711).
Alfredo R. Perez, Esq., at Weil Gotshal & Manges, assists the
Debtors in their restructuring efforts.  Epiq Systems Inc. serves
as claims and notice agent.  The U.S. Trustee for Region 2
appointed three creditors to serve on the Official Committee of
Unsecured Creditros.  Craig A. Wolfe, Esq., Kelley Drye & Warren
LLP, represent the Committee.

As of March 31, 2009, the Company had $807,087,000 in total assets
and $737,640,000 in total liabilities.


VENETIAN MACAU: Bank Debt Trades at 9.7% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Venetian Macau US
Finance Co. LLC is a borrower traded in the secondary market at
90.30 cents-on-the-dollar during the week ended Friday, Aug. 28,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.65 percentage points from the previous week, The Journal
relates.  The loan matures on May 25, 2013.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B3 rating and Standard & Poor's B- rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Aug. 28, among the 140 loans with five or more bids.

Meanwhile, participations in a syndicated loan under which Las
Vegas Sands Corp. is a borrower traded in the secondary market at
77.72 cents-on-the-dollar during the week ended Friday, Aug. 28,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.03 percentage points from the previous week, The Journal
relates.  The loan matures on May 1, 2014.  The Company pays 175
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B3 rating and Standard & Poor's B- rating.
The debt is also one of the biggest gainers and losers among
widely quoted syndicated loans in secondary trading in the week
ended Aug. 28, among the 140 loans with five or more bids.

Venetian Macau is a wholly owned subsidiary of Las Vegas Sands.
VML owns the Sands Macau in the People's Republic of China Special
Administrative Region of Macau and is also developing additional
casino hotel resort properties in Macau.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
has placed Las Vegas Sands, Corp.'s ratings, including its B3
Corporate Family Rating, on review for possible downgrade.  The
review for possible downgrade reflects LVSC's weak fiscal 2009
second quarter operating results and Moody's heightened concern
regarding the company's ability to maintain an adequate liquidity
profile, reduce leverage, and remain in compliance with its
financial covenants.


VIKING DRILLING: Creditor Wants U.S. Unit Liquidated in Chapter 7
-----------------------------------------------------------------
The Chapter 11 case of Viking Offshore (USA) Inc., should be
converted to a liquidation in Chapter 7, according to United
States Debt Recovery LLC, a buyer of a $2 million claim, Bill
Rochelle at Bloomberg reported.  U.S. Debt, according to the
report, noted that Viking has not been unable to sell the three
rigs after 18 months in Chapter 11, and that that cash has shrunk
to $7 million from $18 million.

According to Mr. Rochelle, the conversion motion notes how an
$80 million sale fell through.  Today, according to US Debt, the
rigs are worth in the range of $20 million to $25 million.

A hearing on the conversion motion is scheduled for Sept. 29.

Debt includes $86 million of bonds sold in September 2006 and a
$60 million second-lien loan from February 2007. Viking also
entered into another second-lien loan in December 2007 for $125
million.

In February 2008, Oslo, Norway-based Viking Drilling ASA sent its
U.S. unit to Chapter 11 bankruptcy in the U.S., citing that the
reactivation project of three rigs of SS Viking Producer will
result in a major cost overrun.  It explained that completing the
reactivation project would require significant additional
financing requirement.

                         About Viking Drilling

Viking Drilling ASA -- http://www.vikingdrilling.com/-- provides
offshore drilling.  Viking Offshore provides controlled services
for each of the rig-owning entities under a managed service
agreement.  Viking Offshore currently has five employees at its
offices in Houston.  The Viking Drilling Group, comprised of
Viking Drilling ASA and its subsidiaries, owns three out-of-
service bare deck semi-submersibles: SS Viking Producer, SS Viking
Century, and SS Viking Prospector.

Viking Producer, Inc. and Viking Century, Inc. are Liberian
corporations fully owned by Viking Drilling ASA.  Viking
Prospector, Inc. is a Marshall Islands corporation and is also
fully owned by Viking Drilling ASA.

Viking Offshore (USA) Inc., and its affiliates filed for Chapter
11 protection on February 29, 2008 (Bankr. S.D. Tex. Case No. 08-
3121).  John P. Melko, Esq. at Gardere Wynne Sewell, LLP
represents the Debtors.  When they filed for protection from their
creditors, the companies listed assets and debts both between
US$100 million to US$500 million.


VISTEON CORP: Bank Debt Trades at 36.3% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Visteon
Corporation is a borrower traded in the secondary market at 63.70
cents-on-the-dollar during the week ended Friday, Aug. 28, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.45
percentage points from the previous week, The Journal relates.
The loan matures on May 30, 2013.  Visteon pays 300 basis points
above LIBOR to borrow under the facility.  Moody's has withdrawn
its rating while Standard & Poor's has assigned a default rating
on the bank debt.  The debt is one of the biggest gainers and
losers among widely quoted syndicated loans in secondary trading
in the week ended Aug. 28, among the 140 loans with five or more
bids.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Proposes More Time to Decide on Leases
----------------------------------------------------
Visteon Corporation and its debtor affiliates ask Judge
Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware to extend the deadline by which they must
assume or reject unexpired leases and executory contracts through
December 24, 2009.

Section 365(d)(4)(A) of the Bankruptcy Code provides that a
debtor is deemed to automatically reject non-residential real
property leases to which it is a party unless the debtor assumes
the lease by the earlier of 120 days from the Petition Date.
Section 365(d)(4)(B) provides that the Court may extend the
initial 120-day period prior to its expiration for an addition 90
days for "cause."

The Debtors' current Lease Decision Period expires on Sept. 25,
2009.

Laura Davis, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that "cause" exists to approve a
90-day extension of the Debtors' Lease Decision Period.  She
asserts that:

  (a) the Debtors' determination of which leases to assume or
      reject is critical to their developing plan of
      reorganization and is highly influenced by ongoing
      discussions with the Debtors' customers in connection with
      future business planning;

  (b) exiting and rejecting a facility lease is an expensive
      proposition that requires significant analysis and
      advanced planning; and

  (c) the proposed 90-day extension will not prejudice the
      counterparties to the Unexpired Leases or affect their
      ability to recover rejection damages, if any, available to
      them under the Bankruptcy Code.

The Debtors relate that they currently lease an aggregate of
2,737,707 square feet of space pursuant to 14 Unexpired Leases
for manufacturing, assembly, and warehousing operations as well
as for office spaces.  The Debtors maintain that they are
currently paying for their use of the properties at the standard
lease rates and are continuing to perform their other obligations
under the Unexpired Leases in a timely fashion.

The Court is set to consider the Debtors' request on September 9,
2009.  Parties who wish to object have until September 2 to do
so.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Proposes October 15 Claims Bar Date
-------------------------------------------------
By this motion, Visteon Corp. and its affiliates ask the Court to
establish:

  (i) October 15, 2009, at 5:00 p.m. as the deadline for
      creditors to submit proofs of claim and requests for
      payment under Section 503(b)(9) of the Bankruptcy Code;
      and

(ii) November 24, 2009 at 5:00 p.m. as the deadline for
      governmental units to submit proofs of claim against the
      Debtors.

The Debtors further ask the Court to establish additional bar
dates related to amendments or supplements to the Debtors'
schedules of assets and liabilities and rejection of executory
contracts and unexpired leases.  In the event the Debtors amend
or supplement their Schedules to reduce, delete, or change the
classification of a Claim, the Debtors propose to give notice of
that amendment or supplement to the claimants affected, and those
holders will be afforded the later of 30 days from the date on
which that notice is given or the General Bar Date or
Governmental Bar Date to submit a proof of claim with respect to
that amended claim.  Similarly, the Debtors ask the Court to
establish the later of (i) the General Bar Date or the
Governmental Bar Date; or (ii) 30 days after the rejection date
as the deadline for filing proofs of claim in connection with the
rejection of an executory contract or unexpired lease.

The Debtors propose that each proof of claim must:

  -- be written in English;

  -- include a claim amount denominated in U.S. dollars;

  -- conform substantially with the Proof of Claim Form provided
     by the Debtors or Official Form 10;

  -- state a Claim against only one Debtor;

  -- clearly indicate the Debtor against which the creditor is
     asserting a Claim;

  -- be signed by the Claimant or if the Claimant is not an
     individual, by an authorized agent of the Claimant; and

  -- include supporting documentation or an explanation as to
     why such documentation is not available.

A Proof of Claim that asserts the same Claim against more than
one Debtor will be treated as asserting a Claim against only the
first listed Debtor.  Any Proof of Claim submitted in the jointly
administered cases of the Debtors but which does not identify a
specific Debtor will be treated as asserting a Claim against
Visteon Corporation only.

All Proofs of Claim must be submitted so as to be actually
received by the Debtors' claims agent no later than 5:00 p.m.
prevailing Pacific Time on the applicable Bar Date at this
address:

       Visteon Corporation Claim Processing
       c/o Kurtzman Carson Consultants LLC
       2335 Alaska Avenue
       EI Segundo, California 90245

Proofs of Claim may be delivered in person, through U.S. mail or
courier service.  Claims sent through facsimile or e-mail will
not be accepted.

A Claimant who wishes to receive acknowledgment of receipt of its
Proof of Claim may submit a copy of the Proof of Claim and a
self-addressed, stamped envelope to the Debtors' claims agent'
address along with the original Proof of Claim.

Any Claimant who is required, but fails, to submit a Proof of
Claim in accordance with the Bar Date Order on or before the
applicable Bar Date will be forever barred, estopped, and
enjoined from asserting that claim against the Debtors.

The Debtors propose to entitle these entities to submit a proof
of claim:

  * Any Claimant whose Claim against a Debtor is not listed in
    the Debtors Schedules or is listed as any of disputed,
    contingent, or unliquidated if the holder of that Claim
    desires to participate in any of the Chapter 11 cases or
    share in any distribution in the Chapter 11 cases on
    account of that Claim.

  * Any Claimant who believes that its Claim is improperly
    classified in the Schedules, is listed in an incorrect
    amount and who desires to have its Claim allowed in a
    classification or amount other than that identified in
    the Schedules.

  * Any Claimant holding a Claim against a Debtor that is not
    listed in the applicable Schedules.

  * Any entity holding a Claim that is allowable under Section
    503(b )(9) of the Bankruptcy Code as an administrative
    expense in these cases.

The Debtors propose that these parties not be required to file
proofs of claim:

  * Claimants who already submitted a Proof of Claim against
    the applicable Debtor with the Clerk of the Bankruptcy Court
    for the District of Delaware or with Kurtzman Carson
    Consultants LLC in a form substantially similar to
    Official Bankruptcy Form 10.

  * Any Claimant whose Claim is listed on the Debtors' Schedules
    if (i) the Claim is not scheduled as "disputed,"
    "contingent," or "unliquidated"; (ii) the Claimant agrees
    with the amount, nature, and priority of the Claim as set
    forth in the Schedules; and (iii) the Claimant does not
    dispute that the Claim is an obligation of the specific
    Debtor as set forth in the Schedules.

  * Any Claimant who holds a Claim that has been allowed
    pursuant to an order of the Court before the entry of the
    Bar Date Order.

  * Any Claimant who holds a Claim that has been paid in full
    by any of the Debtors or any other part.

  * Any Claimant who holds a Claim that is subject to specific
    deadlines, aside from those established pursuant to the Bar
    Date Motion, fixed by the Court.

  * Any Debtor holding a Claim against another Debtor in these
    Chapter 11 cases.

  * Any Claimant who holds a Claim that is limited exclusively
    to the repayment of principal, interest, or other applicable
    fees and charges owed under any bond or note issued by the
    Debtors pursuant to an indenture; provided, however, that
    (i) an indenture trustee under a Debt Instrument must file
    one Proof of Claim, on or before the General Bar Date, with
    respect to all of the amounts owed under each of the Debt
    Instruments, and (ii) any holder of a Debt Claim wishing to
    assert a Claim, other than a Debt Claim, arising out of or
    relating to a Debt Instrument must file a Proof of Claim on
    or before the General Bar Date.

  * Any Claimant whose Claim is based on an interest in an
    equity security of the Debtors; provided, however, that any
    Claimant who wishes to assert a Claim against any of the
    Debtors based on, without limitation, Claims for damages or
    rescission based on the purchase or sale of an equity
    security, must file a Proof of Claim on or before the
    General Bar Date.

  * Any Claimant who holds a Claim allowable under Sections
    503(b) and 507(a)(1) of the Bankruptcy Code as
    administrative expenses of the Debtors' Chapter 11 cases,
    with the exception of Claims allowable under Section
    503(b)(9).

KCC, the Debtors' claims agent, will cause to serve a Bar Date
Notice on (1) the Office of the U.S. Trustee for the District of
Delaware; (2) counsel to the Official Committee of Unsecured
Creditors; (3) counsel to the ad hoc group of lenders for the
Debtors' senior secured term loan facility; (4) counsel for the
administrative agent for the Debtors' senior secured term loan
facility; (5) counsel for the administrative agent for the
Debtors' revolving senior secured credit facility; (6) the
indenture trustee for each of the Debtors' unsecured bond
issuances; (7) (7) the Internal Revenue Service; (8) The United
States Attorney for the District of Delaware and relevant state
attorneys general; (9) the United States Department of Justice;
(10) the Securities and Exchange Commission; (11) all persons or
entities that have requested notice of the proceedings in the
Chapter 11 cases; and (12) all known claimants.

In addition to providing a Bar Date Notice to the notice parties,
the Debtors also intend to publish the Bar Date Notice, modified
for publication in the Wall Street Journal (National, European,
and Asian editions), Automotive News (national edition), the
Detroit Free Press, the Philadelphia Inquirer, and the
Indianapolis Star on one occasion on or before September 15,
2009.  The Publication Notice will include a telephone number
that creditors may call to obtain copies of the Proof of Claim
Form, the URL for a website at which the creditors may obtain
copies of the Proof of Claim Form, and information concerning the
procedures and appropriate Bar Dates for submitting Proofs of
Claim.  The Bar Date Notice will also be published electronically
through posting on the Debtors' restructuring website,
http://www.kccllc.net/visteon

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Schedules of Assets & Liabilities
-----------------------------------------------

A.   Real Property                                 Undetermined

B.   Personal Property
B.1  Cash on hand                                            0
B.2  Bank Accounts
     JP Morgan Chase & Co.                         $88,670,862
     JP Morgan Chase & Co.                          80,000,000
     Comerica Bank                                  12,685,931
     Comerica Bank                                  11,365,546
     JP Morgan Chase & Co.                           1,504,993
     Bank of America, N.A.                             240,299
     Scotia Bank                                       239,383
     Comerica Bank                                         226
B.3  Security Deposits
     Livingston International Inc.                      10,930
     GAB Robins                                         90,300
     Liberty Mutual                                    106,919
B.4  Household goods                                         0
B.5  Collectibles                                            0
B.6  Wearing apparel                                         0
B.7  Furs and Jewelry                                        0
B.8  Firearms and other equipment                            0
B.9  Interests in Insurance Policies              Undetermined
    See http://bankrupt.com/misc/VisteonCorp_B9.pdf
B.10 Annuities                                               0
B.11 Interests in an education IRA                           0
B.12 Interests in IRA, ERISA or other Pension Plans          0
B.13 Business Interests and stocks                Undetermined
B.14 Interests in partnerships                    Undetermined
B.15 Government and Corporate Bonds                          0
B.16 Accounts Receivable
     Visteon Systems, LLC                        3,337,658,929
     Halla Climate Systems Alabama Corp.           104,208,101
     VC Regional Assembly & Manufacturing, LLC     113,109,403
     Visteon Asia Holdings, Inc.                   190,395,593
     Visteon Climate Control Systems Limited       132,339,626
     Oasis Holding Statutory Trust                 276,432,333
     Others                                        380,074,453
B.17 Alimony                                                 0
B.18 Other Liquidated Debts
     Foreign - 2009 Refunds(related to Canadian VAT)    29,000
     Michigan SBT - 2007 Refund                         23,000
B.19 Equitable or Future Interests                           0
B.20 Interests in estate of a debt benefit plan              0
B.21 Other Contingent & Unliquidated claims       Undetermined
B.22 Patents and other intellectual property      Undetermined
    See http://bankrupt.com/misc/VisteonCorp_B22.pdf
B.23 Licenses, franchises, and other intangibles  Undetermined
B.24 Customer lists or other compilations                    0
B.25 Vehicles
     2003 White E350 Van VIN                            23,481
     Custom Turntable Trailer                           48,076
     2005 WUAC8030 Trailer                              25,001
B.26 Boats, motors, and accessories                          0
B.27 Aircraft and accessories                                0
B.28 Office equipment, furnishings and supplies
     Software                                       45,908,955
     Office Furniture and Equipment                  6,651,786
     Computers                                       4,228,351
B.29 Machinery
     Manufacturing Equipment                        80,028,232
     Dunnage                                         4,404,867
     Tooling                                         2,294,090
B.30 Inventory
     Production                                     26,376,823
     Non-Production                                  2,160,312
     Reserves                                       (6,271,060)
B.31 Animals                                                 0
B.32 Crops                                                   0
B.33 Farming Equipments and implements                       0
B.34 Farm supplies, chemicals, and feed                      0
B.35 Other Personal Property
     Prepaid Expenses                               19,954,126
     Retainers                                       2,592,810
     Notes Receivable                                6,788,102
     Prototype Receivables                           4,300,000
     Escrow Receivables                                824,323

     TOTAL SCHEDULED ASSETS                     $4,929,524,102
     =========================================================

C.   Property Claimed as Exempt                              -

D.   Secured Claim
      Wilmington Trust FSB                      $1,500,000,000
      The Bank of New York Mellon                   88,632,432
      Ford Motor Company                            11,080,142

E.   Unsecured Priority Claims
      Harwell, Matthew D                                10,950

F.   Unsecured Non-priority Claims
      Carplastic S.A. de C.V.                       23,602,733
      Oasis Holdings Statutory Trust                12,143,755
      The Bank of New York Trust Company, N.A.     206,386,000
      The Bank of New York Trust Company, N.A.     450,000,000
      The Bank of New York Trust Company, N.A.     206,000,000
      VC Regional Assembly & Manufacturing, LLC    213,892,792
      Visteon Global Technologies, Inc.          1,646,825,155
      Visteon Global Treasury, Inc.                167,400,920
      Visteon Holdings, LLC                        176,902,009
      Visteon International Holdings, Inc.         512,673,432
      Visteon Systems, LLC                       8,779,442,442
      Others                                       178,180,868
      See http://bankrupt.com/misc/VisteonCorp_F.pdf

      TOTAL SCHEDULED LIABILITIES              $14,173,173,630
      ========================================================

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Statement of Financial Affairs
--------------------------------------------
William G. Quigley, III, chief financial officer and executive
vice president of Visteon Corporation, disclosed to the Court
that the Company earned income during the two years immediately
preceding the Petition Date:

     Source                                    Amount
     ------                                -------------
     2009 Total Sales through May 2009      $258,690,281
     2008 Total Sales                        983,751,906
     2007 Total Sales                      1,259,595,605

Mr. Quigley said that the Company also earned income other than
from operation of business within the two year period before the
Petition Date:

Source                                                Amount
------                                             ------------
Contract income - Escrow Reimbursement             $328,400,000
Contract income - Reimbursement Agreement Proceeds   61,800,000
Rental Income - Kennedy Square 1                      1,600,000
Rental Income - Kennedy Square 2                      2,900,000
Rental Income - Village - Credit Union                   53,167
Rental Income - Helm Street                             500,000
Divestitures - North American Aftermarket            24,000,000
Asset Sales - Small value machinery and equipment     1,800,000
Engineering services                                 60,500,000
Interest income                                      38,800,000
Legal settlement proceeds                             4,000,000
Miscellaneous                                        15,200,000
Prototype sales                                      21,300,000
Royalties                                             1,900,000
Tooling sales                                         6,100,000
Intercompany dividends                              384,767,469
Divestitures-Tacnet                                   2,500,000

Visteon Corp. related that it made payments or transfers to
creditors within 90 days before the Petition Date, totaling
$500,105,869, a list of which is available for free at:

         http://bankrupt.com/misc/VisteonCorp_3b.pdf

Among the largest creditor payments are:

  Creditor                                      Amount
  --------                                    -----------
  Fidelity Payroll                           $107,374,010
  Bank of New York                             15,750,000
  Ceridian Corporation                         12,530,092
  AON Risk Services Inc. of Illinois           11,910,182
  Blue Cross Blue Shield of Michigan           11,889,070
  Fidelity Investments                         11,072,901
  Software Solutions Unlimited Inc.             8,676,392
  Freescale Semiconductor                       7,426,707
  Brasil Trading Ltd                            4,252,064
  Novelis                                       3,904,947
  Blue Care Network                             2,520,603
  Jabil Circuit Inc.                            2,433,685
  Citibank Commercial Cards                     1,803,421
  AT&T                                          1,670,754
  Ernst & Young LLP                             1,604,887
  Fraen Corp                                    1,547,192
  Century Mold Mexico LLC                       1,480,050
  Basell USA Inc                                1,409,569
  Bingham Mccutchen LLP                         1,318,214
  Fawn Industries Inc.                          1,296,586
  Empire Electronics, Inc.                      1,228,490
  Comision Federal De Electricidad              1,215,449
  Automotive Components Holdings, Inc.          1,186,458
  Douglas Autotech Corp                         1,175,153
  Clarion Company Ltd                           1,163,565
  Deloitte Tax LLP                              1,142,405
  Comision Federal De Electricidad              1,093,142

According to Mr. Quigley, the Company also made payments within
one year before the Petition Date for the benefit of creditors
who are insiders, totaling $18,534,343, a list of which is
available for free at http://bankrupt.com/misc/VisteonCorp3c.pdf

The Company was a party to approximately 200 lawsuits and
administrative proceedings pending in non-bankruptcy courts
within one year before the Petition Date.  A list of the lawsuits
is available for free at:

            http://bankrupt.com/misc/VisteonCorp_4a.pdf

Within one year before the Petition Date, Visteon Corp. also gave
gifts or made charitable contributions, including:

Name                                            Amount
----                                            ------
University of Michigan Hospitals                $5,000
Habitat For Humanity Detroit                     5,000
University of Michigan                           7,500
Michigan Hispanic Chamber of Commerce            5,000
The Detroit Wine Organization                    5,000
Charity Review                                  12,000
Detroit Economic Club                           15,000
Michigan Hispanic Chamber of Commerce            3,000
American Heart Association, Inc                  5,000
Holland Hospital Foundation                         70
Tournament Players Club                          8,165
American Heart Association, Inc.                10,000
University of Michigan Hospitals                 2,500

The Company further disclosed that it incurred losses from
damaged properties within one year immediately preceding the
Petition Date:

       Date of Loss                     Value
       ------------                     -----
       04/22/2009                     $15,598
       01/17/2009                       6,700

Within one year before the Petition Date, Visteon Corp. also made
payments or transfers to persons, including attorneys, for
consultation concerning debt consolidation, bankruptcy law or
preparation of a petition, a list of which is available for free
at http://bankrupt.com/misc/VisteonCorp-Sofa9.pdf

The Company also holds properties owned by another person.  A
list of those properties is available for free at:

        http://bankrupt.com/misc/VisteonCorp_Sofa14.pdf

Within six years of the Petition Date, Visteon Corp. has been
responsible for contributing to these pension funds:

    Visteon Pension Plan -Future Service   EIN 38-3519512
    Visteon Pension Plan -Past Service     EIN 38-3519512
    Visteon UAW Retirement Plan            EIN 23-1159360
    Visteon Corporation Master Trust       EIN 04-3518423

The Company's current officers, directors and shareholders are:

Pardus Capital Management LP    Shareholder  23% stock ownership
Donald Smith and Co., Inc.      Shareholder  6% stock ownership
Alex J. Mandl                   Director     --
Charles L. Schaffer             Director     --
Donald J. Stebbins              Pres, CEO    --
Dorothy L. Stephenson           Sr. VP, HR   --
Eric D. Sachs                   Chief Tax Officer --
Glenda Minor                    VP           --
Heidi A. Sepanik                Secretary    --
James D. Thornton               Director     --
John Donofrio                   Sr. VP       --
Joy Greenway                    VP           --
Julie A. Fream                  VP           --
Karl J. Krapek                  Director     --
Kenneth B. Woodrow              Director     --
Michael J. Widgren              VP, Controller   --
Michael P. Lewis                Asst. Treasurer  --
Patricia L. Higgins             Director     --
Richard J. Taggart              Director     --
Robert Pallash                  Sr. VP       --
Steve Meszaros                  VP           --
Steven K. Hamp                  Director     --
William G. Quigley III          CFO, Exec VP --
William H. Gray III             Director     --

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: S&P Withdraws 'D' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it has withdrawn its
ratings on Van Buren Township, Michigan-based Visteon Corp. S&P
lowered the corporate credit rating to 'D' on May 28 upon the
company's filing for bankruptcy protection.

"We expect the company's complex bankruptcy proceeding to continue
for the foreseeable future," said Standard & Poor's credit analyst
Robert Schulz.  According to its second-quarter 10-Q filing with
the SEC, the company has yet to obtain a debtor-in-possession
facility.  Visteon is currently funding postpetition operations
under a temporary cash collateral order from the court.  As of
June 30, 2009, Visteon reported cash balances of $742 million,
down $25 million from the level reported as of March 31, 2009.


WASHINGTON MUTUAL: FDIC Addresses JP Morgan Lawsuit
---------------------------------------------------
The Federal Deposit Insurance Corporation affirms that Washington
Mutual Inc. submitted a proof of claim to the FDIC-Receiver, but
such Claim was disallowed in January 2009.  This claim submission
was also noted by JPMorgan Chase Bank, National Association, the
acquirer of Washington Mutual Bank.  Consequently, the Debtors
filed a complaint against the FDIC in the United States District
Court for the District of Columbia, questioning the disallowance
of the Claim.

Contrary to JPMorgan's complaint, however, "the acts or omissions
of the FDIC-Receiver did not proximately cause any of the
plaintiffs or counterclaim plaintiffs' alleged damages or harm,"
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, tells the Court.

FDIC is the receiver for WMB pursuant to a Purchase and
Assumption Agreement dated September 25, 2008.  It is an
independent agency of the U.S. government, which functions as (i)
insurer or regulator of depository institutions generally, and
(2) the appointed receiver of specific failed depository
institutions.

To recall, WaMu's Disallowed Claim for $13.6 billion was filed
against FDIC on account of outstanding principal and accrued
interest due under certain Promissory Notes, Intercompany
Receivables, tax refunds, fraudulent transfers, liquidation
preference and property transfers.

Through its Adversary Complaint, JPMorgan has sought to ensure
that it is not divested of the assets and interests purchased in
good faith from the FDIC, as receiver for WMB.  JPMorgan is also
seeking indemnification and recovery against the Debtors for
certain liabilities that may be asserted against it.

The Claims and Counterclaims asserted by JPMorgan in its
Adversary Complaint "are barred under 12 U.S.C. Section 1821(G)
to the extent they seek to restrain or affect the exercise of
powers or functions of the FDIC-Receiver," Mr. Brady contends, on
FDIC's behalf.

         Debtors & FDIC Oppose Bondholders' Intervention

The Debtors maintain that the Washington Mutual Bank Bondholders
do not have standing to assert claims against the Debtors, and
should not be permitted to intervene in the JPMorgan-initiated
Adversary Complaint.

The Bondholders' claims are highly duplicative of the claims
asserted by FDIC, Rafael X. Zahralddin-Aravena, Esq., at Elliott
Greenleaf, in Wilmington, Delaware, contends, on the Debtors'
behalf.  He argues that the Bondholders are unable to overcome
the presumption that the FDIC is adequately representing the
interests of WMB's creditors.

The FDIC, for its part, argues that participation of the
Bondholders in the Adversary Proceeding "would hinder the
progress of the litigation by adding unnecessary duplication to
the proceedings.  The FDIC is statutorily tasked and presumed to
adequately represent the interests of the Receivership estate and
its creditors.

"The FDIC-Receiver is entirely capable of representing the
interests of the WMB receivership in this litigation without the
assistance of the WMB Bondholders," James N. Luton, Esq., at
Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
says, on behalf of the FDIC.

Refuting the Objections from the Debtors and the FDIC, the Bank
Bondholders insist that they have direct claims against, and are
creditors of, the Debtors, and are therefore parties-in-interest
in these Chapter 11 cases under Section 1109 of the Bankruptcy
Code.  The Bondholders reiterate their right to intervene in the
Adversary Complaint initiated by JPMorgan pursuant to Rule
24(a)(I) of the Federal Rules of Bankruptcy Procedure.

Furthermore, the Bank Bondholders maintain that their interests
to protect their own claims against the Debtors are not
adequately represented by any party.  "Because the resolution of
these Adversary Proceedings will impact the Bank Bondholders'
billions of dollars of claims against the Debtors, it is only
fair that Bank Bondholders be allowed to be heard on those issues
when they are presented to the Court," Daniel H. Bromberg, Esq.,
at Quinn Emmanuel Urquhart Oliver & Hedges, LLP, in Redwood
Shores, California, tells Judge Walrath.

         JPMorgan Dismisses Claims V. FDIC-Corporate;
                Retains Claims V. FDIC-Receiver

JPMorgan said that it has dismissed, without prejudice, its
claims in the Adversary Complaint against the FDIC in its
corporate capacity, or FDIC-Corporate.  JPMorgan, however, is not
dismissing any claims against the FDIC in its capacity as FDIC-
Receiver, or receiver for WMB, in Henderson, Nevada.
Consequently, FDIC-Receiver withdrew its request to dismiss the
interpleader claim against FDIC-Corporate.

In a separate statement, the Debtors noted that they have
withdrawn their request for sanctions, in connection with their
opposition to JPMorgan's motion to dismiss WaMu's counterclaims
in the Adversary Proceedings.  The Debtors' withdrawal is in
light of an agreement reached between the Debtors and JPMorgan.

                       *     *     *

Judge Walrath authorized the Official Committee of Unsecured
Creditors to intervene in JPMorgan's Adversary Complaint.  The
Creditors Committee previously averred its "absolute right" to
intervene in the Adversary Proceeding, as the statutory fiduciary
representative of all unsecured creditors and a party-in-interest
under Section 1109(b) of the Bankruptcy Code.

                     Key Lawsuits Among Parties

Washington Mutual filed a suit in March against the FDIC before
the U.S. District Court in Washington after its claim in the bank
receivership was denied.  The Debtor seeks to recover $6.5 billion
in capital contributions, $4 billion in preferred securities and
$3 billion in tax refunds.  The lawsuit contends the FDIC sold the
bank for substantially less than the assets were worth.  The
holding company believes the bank's assets were worth more than
the bank's debt.

In April 2009, JPMorgan, which acquired Washington Mutual Bank,
filed in the Bankruptcy Court a complaint against Washington
Mutual and WMI Investment Corp., and Federal Deposit Insurance
Corporation, seeking (i) to ensure that it is not divested of the
assets and interests purchased in good faith from the FDIC, as
receiver for WMB; and (ii) for indemnification and recovery
against the Debtors for certain liabilities that may be asserted
against JPMorgan, as successor by merger to WMB, pursuant to a
Purchase and Assumption Agreement dated September 25, 2008, with
the FDIC.

In mid-April 2009, Washington Mutual countered with its own
lawsuit against JPM in the Bankruptcy Court, seeking recovery of
$4 billion it was holding in deposit accounts at its bank
unit when the thrift unit was taken over in September by the
FDIC and immediately transferred to JPMorgan Chase & Co.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: FDIC Seeks to Intervene in Suit vs. JPM
----------------------------------------------------------
In separate statements filed with the Bankruptcy Court, (i) the
Federal Deposit Insurance Corporation, in its capacity as Receiver
for Washington Mutual Bank, and (ii) the WMB Bondholders, as
holders of senior notes issued by WMB, seek the Court's permission
to intervene in the adversary proceeding relating to the Debtors'
complaint for the turnover of $4 billion in funds held by
JPMorgan Chase Bank, National Association.

As previously reported, the Debtors averred that the Funds were
held in six disputed accounts in WMB in Henderson, Nevada, and
WMB fsb, in Park City, Utah.  They noted that JPMorgan purchased
substantially all of WMB's assets from the FDIC and subsequently,
assumed all of WMB fsb's deposit liabilities by merging WMB fsb
with JPMorgan's own banking operations.

The FDIC contends that, among other things, the determination of
assets of the Debtors' estates as a core issue in the Adversary
Proceeding reinforces the importance of its direct participation.
The WMB Bondholders, on the other hand, maintain that their
intervention in the Adversary Proceeding will protect their
interests in the Debtors' estates and "ensure that issues
critical to those interests are not resolved without the Bank
Bondholders' participation."

                        Objections

The Debtors argue that in the FDIC's intent to intervene in the
Adversary Proceedings, it is seeking to strip the Bankruptcy
Court of exclusive jurisdiction to resolve the issues, which are
essential to the administration of the estates of Washington
Mutual, Inc.  Moreover, the determination of the assets of the
Debtors' estates, which is a core issue in the Adversary
Proceeding, is a matter that the Bankruptcy Court should rule
upon in its exclusive jurisdiction.

If the FDIC successfully stalls the Adversary Proceedings and
puts off the Debtors' recovery, the only results will be
continued delay and further harm to creditors, Rafael X.
Zahralddin-Aravena, Esq., at Elliott Greenleaf, in Wilmington,
Delaware, asserts, on behalf of the Debtors.

Similarly, Mr. Zahralddin-Aravena contends, the Bondholders
should not be allowed to intervene in the Adversary Proceeding,
principally due to the group's lack of standing to assert claims
against the Debtors.  He emphasizes that the Bondholders "are
creditors of WMB -- not of the Debtors, from whom they seek to
recover approximately $4 billion.

The Bondholders' move to intervene in the Adversary Proceeding
where the FDIC is actively participating, "is threatening to
impose yet another duplicative layer of administration in a
proceeding that has already encountered a difficult time getting
out of the gate," Mr. Zahralddin-Aravena adds.

For its part, the FDIC maintains that the interests of the
Bondholders in the Adversary Proceeding "[are] derivative of
rights that are held by the FDIC," and therefore warrants a
denial of their motion to intervene in the Proceeding.

The Official Committee of Unsecured Creditors filed a joinder to
the Debtors' objection to the FDIC's Intervention request.

                      *     *     *

Striking out the Debtors' Objection, Judge Walrath authorizes the
FDIC to intervene in the Debtors' Turnover Complaint.

In a separate order, the Court denies JPMorgan's motion to
dismiss the Adversary Proceeding.  JPMorgan had argued that the
Debtors are raising "manifestly compulsory counterclaims" to
those they asserted in the adversary proceeding styled JPMorgan
Chase Bank, National Association v. Washington Mutual, Inc., et
al., and thus, the Debtors' Turnover Complaint must be dismissed
because the Disputed Accounts are central to an ongoing
litigation.

The Court also denies in their entirety the requests of JPMorgan
and the FDIC to stay the Turnover Complaint.

                     Key Lawsuits Among Parties

Washington Mutual filed a suit in March against the FDIC before
the U.S. District Court in Washington after its claim in the bank
receivership was denied.  The Debtor seeks to recover $6.5 billion
in capital contributions, $4 billion in preferred securities and
$3 billion in tax refunds.  The lawsuit contends the FDIC sold the
bank for substantially less than the assets were worth.  The
holding company believes the bank's assets were worth more than
the bank's debt.

In April 2009, JPMorgan, which acquired Washington Mutual Bank,
filed in the Bankruptcy Court a complaint against Washington
Mutual and WMI Investment Corp., and Federal Deposit Insurance
Corporation, seeking (i) to ensure that it is not divested of the
assets and interests purchased in good faith from the FDIC, as
receiver for WMB; and (ii) for indemnification and recovery
against the Debtors for certain liabilities that may be asserted
against JPMorgan, as successor by merger to WMB, pursuant to a
Purchase and Assumption Agreement dated September 25, 2008, with
the FDIC.

In mid-April 2009, Washington Mutual countered with its own
lawsuit against JPM in the Bankruptcy Court, seeking recovery of
$4 billion it was holding in deposit accounts at its bank
unit when the thrift unit was taken over in September by the
FDIC and immediately transferred to JPMorgan Chase & Co.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: JPM Opposes Rule 2004 Discovery
--------------------------------------------------
To recall, Judge Mary Walrath authorized the Debtors to subject
JPMorgan Chase Bank National Association to an examination
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, with respect to an action filed with the District
Court of Galveston County, Texas, captioned American Nat/I Ins.
Co., et at. v. JPMorgan Chase & Co., et al., and the adversary
action commenced by JPMorgan Chase, styled JPMorgan Chase Bank,
National Association v. Washington Mutual, Inc. et al.

Subsequently, the Debtors informed the Court and parties-in-
interest that subpoenas for the Rule 2004 Examination have been
served upon JPMorgan.  The subpoenas were received by Linda
Platone and Satti Jaran on behalf of JPMorgan.

JPMorgan sought reconsideration of the Court's order, pointing
out that the Court did not take into account the Debtors'
counterclaims in the Adversary Proceeding, which were filed after
the Motion had been briefed and argued.  The Debtors'
counterclaims alleged, among other things, that (i) JPMorgan
received a "windfall" in acquiring WMB's assets from the FDIC,
and (ii) WMB owed the Debtors $177 million under certain
promissory notes, which JPMorgan is obligated to pay.

Rule 2004 Discovery is improper in light of the Adversary
Proceeding, which is related to the Discovery, Adam G. Landis,
Esq., at Landis Rath & Cobb LLP, in Wilmington, Delaware,
asserts, citing In re Bennett Funding Group, Inc., 203 B.R. 24,
39 (Bankr. N.D.N.Y. 1996).  In this regard, the Debtors' attempt
to engage in "self-help" discovery is improper and encroaches on
the Court's exclusive authority under Bankruptcy Rule 2004, Mr.
Landis says.

Mr. Landis further points out that the Debtors should not be
permitted discovery on the "potential business tort claims" that
they have identified because the claims are plainly barred by the
Financial Institutions Reform, Recovery and Enforcement Act of
1989.

                     Key Lawsuits Among Parties

Washington Mutual filed a suit in March against the FDIC before
the U.S. District Court in Washington after its claim in the bank
receivership was denied.  The Debtor seeks to recover $6.5 billion
in capital contributions, $4 billion in preferred securities and
$3 billion in tax refunds.  The lawsuit contends the FDIC sold the
bank for substantially less than the assets were worth.  The
holding company believes the bank's assets were worth more than
the bank's debt.

In April 2009, JPMorgan, which acquired Washington Mutual Bank,
filed in the Bankruptcy Court a complaint against Washington
Mutual and WMI Investment Corp., and Federal Deposit Insurance
Corporation, seeking (i) to ensure that it is not divested of the
assets and interests purchased in good faith from the FDIC, as
receiver for WMB; and (ii) for indemnification and recovery
against the Debtors for certain liabilities that may be asserted
against JPMorgan, as successor by merger to WMB, pursuant to a
Purchase and Assumption Agreement dated September 25, 2008, with
the FDIC.

In mid-April 2009, Washington Mutual countered with its own
lawsuit against JPM in the Bankruptcy Court, seeking recovery of
$4 billion it was holding in deposit accounts at its bank
unit when the thrift unit was taken over in September by the
FDIC and immediately transferred to JPMorgan Chase & Co.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Plan Filing Deadline Moved to Oct. 21
--------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware, extended the exclusive periods within which
Washington Mutual, Inc., and WMI Investment Corp., may:

(a) file a plan of reorganization through October 21, 2009; and
(b) solicit acceptance of that plan through December 21, 2009.

The Exclusive Periods Extension Order is without prejudice to the
Debtors' right to make further extension requests pursuant to
Section 1121(d) of the Bankruptcy Code.

                     Key Lawsuits Among Parties

Washington Mutual filed a suit in March against the FDIC before
the U.S. District Court in Washington after its claim in the bank
receivership was denied.  The Debtor seeks to recover $6.5 billion
in capital contributions, $4 billion in preferred securities and
$3 billion in tax refunds.  The lawsuit contends the FDIC sold the
bank for substantially less than the assets were worth.  The
holding company believes the bank's assets were worth more than
the bank's debt.

In April 2009, JPMorgan, which acquired Washington Mutual Bank,
filed in the Bankruptcy Court a complaint against Washington
Mutual and WMI Investment Corp., and Federal Deposit Insurance
Corporation, seeking (i) to ensure that it is not divested of the
assets and interests purchased in good faith from the FDIC, as
receiver for WMB; and (ii) for indemnification and recovery
against the Debtors for certain liabilities that may be asserted
against JPMorgan, as successor by merger to WMB, pursuant to a
Purchase and Assumption Agreement dated September 25, 2008, with
the FDIC.

In mid-April 2009, Washington Mutual countered with its own
lawsuit against JPM in the Bankruptcy Court, seeking recovery of
$4 billion it was holding in deposit accounts at its bank
unit when the thrift unit was taken over in September by the
FDIC and immediately transferred to JPMorgan Chase & Co.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Proposes Bingham McCutchen as Tax Counsel
------------------------------------------------------------
By this application, Washington Mutual Inc. and its affiliates ask
the Court to allow them to employ Bingham McCutchen LLP as their
special tax counsel, nunc pro tunc to August 1, 2009.

The Debtors relate that in November 2008, they were authorized to
retain McKee Nelson LLP as their special tax counsel for tax
controversy matters.  Bingham merged with McKee in August 2009.
As a result, all of McKee attorneys who previously represented
the Debtors in their Chapter 11 cases will continue to represent
the Debtors as partners or employees of Bingham.

Specifically, prior to the Petition Date, McKee represented the
Debtors in connection with tax controversy matters with the
Internal Revenue Service relating to (i) the management of tax
audit of a cross-border financing transaction within 2004 and
2005, and (ii) an audit and administrative appeal of certain
partnership tax issues within 2001 to 2003.  After the Petition
Date, McKee continued to represent the Debtors in relation to,
and became familiar with, the Debtors' tax and controversy
matters.

Given their long-standing engagement with McKee, it is
appropriate for the Debtors to engage Bingham -- in light of the
McKee-Bingham Merger -- to continue to perform legal services
pertaining to the specialized nature of the Debtors' intricate
tax issues and business operations.

The Debtors will pay Bingham's professionals in accordance with
these hourly rates:

     Designation                    Hourly Rate
     -----------                    -----------
     Partners and Of counsel        $605 - $995
     Associates and Counsel         $300 - $590
     Paraprofessionals              $215 - $305

Bingham will also be reimbursed for its necessary out-of-pocket
expenses.

Rajiv Madan, Esq., a partner at Bingham, assures the Court that
his firm does not hold or represent an interest adverse to the
Debtors' estates.

The Court will convene a hearing on September 25, 2009, to
consider the Debtors' request.  Objections, if any, must be filed
by September 2.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WEST MILLENIUM: Sales Resume at Housing Project
-----------------------------------------------
Nick Green at Contra Costa Times reports that sales have continued
at West Millennium Group's housing project adjacent Wilson Park.

According to Contra Costa Times, Ray Millman at Keller Williams
Realty, who is handling the sale of the remaining 24 of the
original 59 units for a U.S. Bankruptcy Court trustee -- opened a
sales office on August 6 in Parkview Court, part of a contentious
Torrance housing development in a former industrial area.

Contra Costa Times relates that starting prices of the one-
bedroom, one-bathroom units have been reduced to $275,000, from
the $319,000 that was asked when the condos went on the market in
2007.

"It's also unusual to get a big hunk of a project versus one house
here, one house there.  When the (developer) had started
(building) the market was good.  By the time he finished, it had
already peaked so the developer got caught on the wrong side of
the market," Contra Costa Times quoted Mr. Millman as saying.

West Millennium Group is the developer of a Torrance senior
citizen condominium complex.  The group reportedly filed for
Chapter 7 bankruptcy in May 2008.


WIRELESS ENTERPRISES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Wireless Enterprises, Ltd.
        921 E. Fort Avenue, Suite 120
        Baltimore, MD 21230

Bankruptcy Case No.: 09-25250

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Wireless Construction Services, LLC                09-25253
Acquisition Services, LLC                          09-25259
Global Enterprise Technologies, Inc.               09-25261
Wel Management, LLC                                09-25264
Wireless Enterprises - Government                  09-25265

Chapter 11 Petition Date: August 17, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Lawrence Coppel, Esq.
                  233 E. Redwood St.
                  Baltimore, MD 21202
                  Email: lcoppel@gfrlaw.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 William Imperato, president of the
Company.


XCORPOREAL INC: Receives Delisting Notice From NYSE Amex
--------------------------------------------------------
Xcorporeal, Inc., on August 20, 2009, received notice from the
staff of the NYSE Amex LLC (formerly American Stock Exchange)
indicating that, in the opinion of the staff of the Exchange, the
Plan of Compliance previously submitted by the Company to the
Exchange does not make a reasonable demonstration of the Company's
ability to regain compliance with Section 1003(a)(iv) of the NYSE
Amex Company Guide by November 16, 2009, due to the Company having
sustained losses which are so substantial in relation to the
Company's overall operations or its existing financial resources,
or its financial condition had become so impaired that it appears
questionable, in the opinion of the Exchange, as to whether the
Company would be able to continue operations or meet its
obligations as they mature.  Accordingly, the Company's securities
are subject to immediate delisting proceedings.

The Company will not appeal this decision and pursuant to the
terms of the notice, if the Company elects not to appeal the
Amex's decision by August 27, 2009, it will become final.  The
staff of the Exchange will then suspend trading in the Company's
securities on the Exchange and file an application with the U.S.
Securities and Exchange Commission to strike the Company's common
stock from listing and registration on the Exchange.

The Company hopes to procure a sponsoring market maker and
commence the process of submitting via such market maker a Form
211 application with the Financial Industry Regulatory Authority
to have its common stock quoted on the FINRA Over-The-Counter
Bulletin Board.  If successful, the Company anticipates that the
move to the OTCBB would provide meaningful savings to it as a
result of the elimination of fees associated with being listed on
a national stock exchange.  Having the Company's common stock
quoted on the OTCBB may result in a less liquid market for its
shares, but would result in continued public trading of the
Company's common stock by holders wishing to trade.  There can be
no assurance that the Company will be successful in having its
common stock quoted on the OTCBB and a failure to have it so
quoted could result in a lack of a liquid market for its common
stock.

                          About Xcorporeal

Xcorporeal Inc. (NYSE Amex: XCR) is a medical device company
developing an innovative extra-corporeal platform technology to be
used in devices to replace the function of various human organs.


WISE METALS: Net Loss Widens to $17.5MM for June 30 Quarter
-----------------------------------------------------------
Wise Metals Group LLC posted wider net loss of $17,573,000 for the
three months ended June 30, 2009, from a net loss of $8,401,000
for the same period a year ago.  The Company posted a net loss of
$56,243,000 for the six months ended June 30, 2009, from a net
loss of $16,688,000 for the same period in 2008.

Wise Metals recorded lower sales of $161,601,000 for the three
months ended June 30, 2009, from $350,003,000 for the same period
a year ago.  The Company booked sales of $319,406,000 for the six
months ended June 30, 2009, from $665,666,000 for the same period
in 2008.

As of June 30, 2009, the Company had total assets of $481,973,000;
and total current liabilities of $554,759,000, term loans and
capital lease obligations, less current portion, of $1,933,000,
senior note obligations of $150,000,000, accrued pension and other
post retirement obligations of $13,521,000, other liabilities of
$1,279,000, redeemable preferred membership interest of
$87,875,000, resulting in total Members' deficit of $327,394,000.

On August 26, 2009, company officials said production of wide can
sheet coil is underway at the Company's Wise Alloys rolling mill
facility in Muscle Shoals, AL.

"This marks the completion of a major step," commented Danny
Mendelson, chief strategic officer. "This achievement affords
great opportunities in a growing global marketplace, previously
denied to Wise due to width limitations."

The expansion now allows Wise Alloys to produce can sheet coil up
to 72 inches wide whereas previous capabilities were limited to 63
inches.  Approximately one-half of the North American market for
can sheet body stock prefers the use of the wider coil.  Wise will
now have the ability to service 100% of can makers' needs in the
market.  A wider can sheet coil enables can makers to achieve
greater efficiencies in the process of stamping out can sheet
blanks used in the production of aluminum beverage cans.

As reported by the Aluminum Association, "Americans consume over
100 billion aluminum beverage cans on an annual basis." Through
recycling operations such as Wise Recycling, "Aluminum beverage
cans are 100% recyclable into new beverage cans indefinitely."

Shipments at Wise Recycling increased 43% in the 2009 second
quarter versus 2009 first quarter, while Company consolidated
shipments, including shipments of recycled metal, totaled
161.7 million pounds for the second quarter of 2009 which
increased 8% over first quarter of 2009 shipments of 150.2 million
pounds.  Overall sales for the quarter increased 2% to
$161.6 million compared to the first quarter of 2009.

Gross margin also improved significantly in the quarter by
approximately $27.3 million as significant impacts from metal lag
which affected first quarter results no longer had major impacts
on margins after the complete implementation of the Company's
aluminum price risk management program.  Such a program better
matches customer and supplier price commitments so as to greatly
reduce dependency on third-party derivative "hedge" positions.

After adjustments for metal lag and other items, Adjusted EBITDA
with LCM impact for the second quarter of 2009 was ($3.5) million
compared to the same ($3.5) million for the first quarter of 2009.
Interest costs for the second quarter of 2009 of $8.9 million
reflect an increase of $0.5 million over the first quarter of 2009
reflecting increased working capital needs.

In addition to the ongoing engagement with Reznick Group, Wise has
also engaged accounting firm Crowe Horwath, LLP to supplement
management's accounting resources regarding the testing of
internal controls.  Management plans to utilize these resources as
needed throughout 2009 and beyond.

The Company noted that TMC (Total Maintenance Center), based in
Muscle Shoals, Alabama, which specializes in providing
maintenance, repairs and fabrication to manufacturing and
industrial plants worldwide further expanded its operations by
adding on-site capabilities in Mobile, Alabama, to bolster its
already strong regional presence and add further enhanced
specialty skills.

"We are excited at the opportunities afforded to us in Mobile and
look forward to a strong business relationship in the community,"
added Chip Flournoy, TMC President.

A full-text copy of Wise's earnings release is available at no
charge at http://ResearchArchives.com/t/s?4379

                      About Wise Metals Group

Based in Baltimore, Maryland, Wise Metals Group LLC includes Wise
Alloys, the world's third-leading producer of aluminum can stock
for the beverage and food industries; Wise Recycling, one of the
largest, direct-from-the-public collectors of aluminum beverage
containers in the United States, operating shipping and processing
locations throughout the United States that support a network of
neighborhood collection centers; and Listerhill Total Maintenance
Center, specializing in providing maintenance, repairs and
fabrication to manufacturing and industrial plants worldwide
ranging from small on-site repairs to complete turn-key
maintenance.

                           *     *     *

As reported by the Troubled Company Reporter on July 16, 2009,
Moody's Investors Service commented that the Caa3 corporate family
rating and negative rating outlook for Wise Metals LLC would not
be immediately impacted by the company's disclosure of weak
results in its delayed first quarter financial statements filed on
July 9, 2009.  The prior rating action for Wise Metals was on
September 27, 2006, when the probability of default rating of Caa3
was assigned.  The credit opinion was updated on September 29,
2008.

As reported in the TCR on March 20, 2009, Standard & Poor's
Ratings Services revised its outlook on Wise Metals to negative
from developing.  At the same time, Standard & Poor's affirmed its
'CCC' corporate credit rating.


WIZZARD SOFTWARE: Posts $2.19MM Net Loss in Quarter Ended June 30
-----------------------------------------------------------------
Wizzard Software Corporation posted a net loss of $2.19 million
for three months ended June 30, 2009, compared with a net loss of
$1.89 million for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $3.51 million compared with a net loss of $4.53 million for the
same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $22.25 million, total liabilities of $2.98 million and
stockholders' equity of $19.27 million.

The Company said there is substantial doubt about its ability to
continue as a going concern.  The Company noted that it has
current liabilities in excess of current assets, incurred
significant losses and has not yet been successful in establishing
profitable operations.

In this regard, the management plans to mitigate this doubt by
raising additional funds through debt or equity offerings and by
substantially increasing sales.  There is no assurance that the
Company will be successful in achieving profitable operations.

The Company's ability to continue as a going concern is
substantially dependent on the successful execution of many of the
actions, on the timeline contemplated by its plans.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?435c

Wizzard Software Corporation (AMEX:WZE)provides software products
and services that focus on speech recognition and text-to-speech
technology, podcasting and home healthcare industry.  Wizzard
provides software programming tools and services that allow
companies to incorporate speech technology into their products and
services.  It offers speech technology software programming tools
and speech engines from AT&T and IBM, for which it receives a
royalty for each licensed copy of these engines distributed with
its customer's products and services.  The Company's products and
services includes podcasting hosting and advertising services,
speech tools and engine, Wizzard offers text-to-speech engines and
home healthcare services.  The Company's core business is broken
into three department, including podcasting sales and services,
speech technology sales and services and healthcare services.


WOLVERINE TUBE: Inks Deal With President Regarding $100,000 Bonus
-----------------------------------------------------------------
Wolverine Tube, Inc., on August 20, 2009, entered into a letter
agreement with Harold M. Karp, President and Chief Operating
Officer, regarding a retention bonus of $100,000 to be provided to
Mr. Karp in exchange for his commitment to remain employed by the
Company in his current capacity and for his continued performance
of his duties in a satisfactory manner through June 30, 2011.

Pursuant to the Letter Agreement, the retention bonus is payable
to Mr. Karp in equal installments on August 31, 2009, March 31,
2010, and December 31, 2010.  In the event that Mr. Karp
voluntarily leaves the Company prior to July 1, 2011 or is
terminated for cause prior to that date, he is required to repay
to the Company the entire retention bonus at the time his active
employment ends.  The Letter Agreement expires on July 1, 2011.

Wolverine Tube, Inc., is a global manufacturer and distributor of
copper and copper alloy tube, fabricated products, and metal
joining products.

As of July 5, 2009, the Company had $201,105,000 in total assets
and $241,483,000 in total liabilities.

Wolverine Tube said in its quarterly report for the period ended
July 5, 2009, the uncertainty about the Company's ability to
achieve its projected results, the absence of such credit or
capital commitments and the uncertainty about the future price of
copper, which has a substantial impact on working capital, raises
substantial doubt about the Company's ability to continue as a
going concern.  The Company expects to continue to actively manage
and optimize its cash balances and liquidity, working capital,
operating expenses and product profitability, although there can
be no assurances the Company will be able to do so.


YELLOWSTONE CLUB: Consultants Seek Payment of Over $10MM in Fees
----------------------------------------------------------------
Matthew Brown at The Associated Press reports that attorneys and
others involved in Yellowstone Club's bankruptcy case have sought
more than $10 million in fees and expenses.

The AP says that fees approved by the court are paid by the
Debtor's estate, out of the purchase price for the club.

According to The AP, the payment sought includes some charges
billed at more than $900 an hour.  The AP relates that more than
half the fees were racked up by lawyers, accountants, and
consultants hired under former Yellowstone Club owner Edra
Blixseth.  The AP states that the lawyers describe their fees as
reasonable, given the complexities of the bankruptcy case.

The AP reports that Credit Suisse's lawyers had the steepest rate,
at $930 per hour.  Credit Suisse, according to the report, has so
far recovered a fraction of the $375 million in loans it arranged
for Yellowstone Club in 2005.

Most of the legal fees stemmed from efforts to make sure other
creditors got paid before Credit Suisse, The AP relates, citing
Bill Keegan, Ms. Blixseth's spokesperson.  Credit Suisse allowed
Ms. Blixseth's ex-husband, Tim, to divert a majority of the loans
to other entities under his control.  Mr. Keegan said that most of
the remaining legal fees were incurred defending against Credit
Suisse's "baseless claims" that Ms. Blixseth had conspired to
drive Yellowstone Club into bankruptcy, The AP states.  The U.S.
Bankruptcy Court had rejected the claims.

The AP reports that the court has approved $4 million in fees so
far, but there isn't any guarantee that additional fees will be
approved.

The AP relates that U.S. Bankruptcy Judge Ralph Kirscher denied
$470,000 in fees submitted by lawyers working for CrossHarbor
Capital Partners, saying htat attorneys for Goulston & Storrs PC -
- which represented the Yellowstone Club buyer -- failed to
adequately document their charges and they would have to return
with a more detailed accounting before he would allow payment.

A $7 million fund set up by CrossHarbor Capital will ensure most
companies and individuals owed money by the club will be paid, The
AP states, citing the lawyer representing Yellowstone Club's
creditors.  The AP says that $6 million in checks would be sent to
the creditors this week.

According to The AP, lawyers representing Greg LeMond, one of
Yellowstone Club's original members, is seeking $400,000 for work
done in a separate case from 2008 in state district court,
claiming that they deserve payment because they were the first to
reveal Tim Blixseth's diversion of the Credit Suisse loans.  The
court will still rule on their request, says the report.

                     About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for
Chapter 11 on November 10, 2008 (Bankr. D. Montana, Case No. 08-
61570).  The Company's owner affiliate Edra D. Blixseth, filed for
Chapter 11 on March 27, 2009 (Case No. 09-60452).

Connie Sue Martin, Esq., David A. Ernst, Esq., Lawrence R Ream,
Esq., Richard G. Birinyi, Esq., Stephen Deatherage, Esq., Thomas
L. Hutchinson, Esq., and Troy Greenfield, Esq., at Bullivant
Houser Bailey PC; and James A. Patten, Esq., at Patten, Peterman,
Bekkedahl & Green PLLC, represent the Debtors as counsel.  The
Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO.
The official committee of unsecured creditors in the case are
represented by J. Thomas Beckett, Esq., and David P. Billings,
Esq., at Parsons, Behle and Latimer, as counsel, and James H.
Cossitt, Esq., at local counsel.  Credit Suisse, the prepetition
first lien lender, is represented by Skadden, Arps, Slate, Meagher
& Flom.


YRC WORLDWIDE: Board Names A&M's Williamson as Strategy Officer
---------------------------------------------------------------
The board of directors of YRC Worldwide Inc. on August 20, 2009,
elected Richard Williamson, Managing Director of Alvarez & Marsal,
as its Chief Strategy Officer to, among other things, coordinate
and oversee the Company's continued recovery efforts.

Mr. Williamson and Alvarez & Marsal were retained in early 2009,
along with Tenex Capital Management, to assist the Company in
formulating and implementing its comprehensive plan to address the
Company's capital structure and liquidity needs.

The Company is required under a modification to its collective
bargaining agreement, and the recent amendment to its Credit
Agreement to appoint and continue to engage a designated officer
to, among other things, coordinate and oversee the Company's
continued recovery efforts.

On August 7, 2009, the Company's employees who are represented by
the International Brotherhood of Teamsters ratified the
modification to the CBA, which provides for:

     -- a temporary cessation of the requirement for the Company's
        subsidiaries to make contributions on behalf of most of
        the Company's Teamster represented employees to the
        Pension Funds from July 2009 through December 31, 2010.
        The contributions will not need to be repaid in the future
        and, therefore, will be a cost reduction during this
        period;

     -- a 15% wage reduction (which includes the 10% wage
        reduction previously implemented in January 2009) for most
        of the Company's Teamster represented employees;

     -- a reduction in the increase in contributions to
        multiemployer health and welfare plans from $1.00 per hour
        to $0.20 per hour that are scheduled for August 1, 2009
        and to $0.40 per hour for those scheduled for August 1,
        2010;

     -- the establishment of a stock option plan for participating
        union employees, providing for options to purchase an
        additional 20% of the Company's outstanding common stock
        on a fully diluted basis as if all outstanding stock
        options were exercised on the date the plan is
        established.  This plan is required to be on terms
        substantially similar to the plan created in January 2009,
        when the first 10% wage reduction was implemented,
        including the requirement that the Company's shareholders
        approve the plan.  If the Company's shareholders do not
        approve the plan, the participating union employees would
        receive stock appreciation rights on similar terms.  The
        stock option grants will occur on the date the Teamsters
        certify to the Company that the Company has entered into
        an amendment to its Credit Agreement that is acceptable to
        the Teamsters and the date that the Company certifies to
        the Teamsters there exists no event or condition which
        constitutes a default (as defined in the Credit Agreement)
        or which upon notice, lapse of time or both would, unless
        cured or waived, become or lead to such a default;

     -- on or before September 6, 2009, subject to the approval of
        the Company's board of directors and the Company's bank
        group, the Company is required to appoint an officer with
        authority to coordinate and oversee the Company's
        continued recovery efforts.

     -- during the period in which the temporary pension
        contribution cessation is in effect, subject to the
        approval of the Company's board of directors, which
        approval may not be unreasonably withheld, the Company is
        required to appoint a director that the Teamsters
        nominate.

A small number of the bargaining units representing less than 10%
of the Teamster employees did not yet ratify the labor agreement
modifications.  The Company and the Teamsters expect to address
employee concerns and have the smaller bargaining units reconsider
the modifications in the near future.  If the units do not approve
the modification, they will continue under their current
collective bargaining agreements without additional modification.
Absent ratification, among other obligations, the Company would
remain obligated to make contributions for these employees to the
applicable Pension Funds.

For the three months ended June 30, 2009, the Company was
obligated to make approximately $2.1 million in average monthly
contributions to the Pension Funds for these non-ratifying units.
Certain of the smaller Pension Funds (primarily in the Northeast)
to which the Company contributes terminated the Company's
participation in these Pension Funds in advance of the
ratification of the labor agreement modifications. With respect to
the non-ratifying bargaining units, if these units do not
subsequently ratify the modifications, the Company and these
Pension Funds will need to agree to amend the termination notices
to allow these units to continue to participate in the Pension
Funds to avoid withdrawal liability.

As reported by the Troubled Company Reporter, the Company and
certain of its subsidiaries on July 30, 2009, entered into
Amendment No. 9 to the Credit Agreement, which amends certain of
the provisions of the Credit Agreement.  The Credit Agreement
continues to provide a $950 million senior revolving credit
facility, including sublimits available for borrowings under
certain foreign currencies and for letters of credit, and a senior
term loan in an aggregate outstanding principal amount of
approximately $111.5 million.

Among other things, the Credit Agreement Amendment suspends the
requirement that the Company maintains liquidity equal to or
greater than $100 million at all times until September 1, 2009. In
addition, the Credit Agreement Amendment amends the minimum
consolidated EBITDA negative covenant.

Pursuant to the Credit Agreement Amendment, the Company is
required to deliver to the administrative agent and the lenders,
prior to certain specified dates, a comprehensive strategic plan
reasonably acceptable to the lenders, along with related financial
projections, models and analysis and the written terms and
conditions setting forth all of the necessary actions requested by
the Company to be taken to achieve the comprehensive strategic
plan.

YRC Worldwide reported a net loss of $309.0 million for the three
months ended June 30, 2009, compared to a net income of
$35.7 million for the same period a year ago.  For the six months
ended June 30, 2009, YRC posted $582.8 million net loss compared
to a $10.5 million net loss for the same period a year ago.

As of June 30, 2009, the Company had $3.41 billion in total
assets, including $164.5 million in cash and cash equivalents;
$1.72 billion in total current liabilities, $832.9 million in
long-term debt, $126.5 million in deferred income tax liabilities,
$380.7 million in pension and post-retirement liabilities, and
$423.1 million in claims and other liabilities; resulting in
$72.9 million in shareholders' deficit.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4378

                        About YRC Worldwide

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of successful brands including
YRC, YRC Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland
and Reddaway.  YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities.  Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.

As reported by the Troubled Company Reporter on August 18, 2009,
Standard & Poor's Ratings Services affirmed its 'CCC' long-term
corporate credit rating on YRC Worldwide.  S&P removed the ratings
from CreditWatch, where S&P had placed them with negative
implications on April 24, 2009.


* Auto Suppliers Want to Pay Bonuses to Key Executives
------------------------------------------------------
David Shepardson at Detroit News Washington Bureau reports that
bankrupt auto suppliers are seeking court approval to pay tens of
millions of dollars in bonuses to key executives, while they lay
off workers and cut costs.

Detroit News relates that General Motors Corp., Ford Motor Co.,
and trustees named by the Justice Department to monitor bankruptcy
cases have criticized some of the bonuses.  The report quoted U.S.
trustee Diana G. Adams as saying, "Considering the condition of
the automotive industry and the adverse effect on auto suppliers,
it is unclear why payments are even needed to retain employees who
may have limited options to find employment elsewhere."

According to Detroit News, companies like Visteon Corp. and Hayes
Lemmerz International are asking to be allowed to pay millions in
bonuses, while Lear Crop. has already won approval to pay
$20.6 million in bonuses to 29 executives.  Those key employees
will help lead the company quickly from bankruptcy, the report
says, citing Lear.

Ford described Visteon's bonus plan as "entirely too rich", says
Detroit News.  Ford said in court documents that it "cannot see
how, in a market with mass layoffs, salary reductions and bonus
program curtailments occurring daily, anyone can justify a bonus
program of $80.1 million when job retention should be enough."

        Auto Parts Suppliers Seek President Obama's Help

The Associated Press reports that Motor & Equipment Manufacturers
Association has asked President Barack Obama to consider new ways
to help the industry.  According to The AP, the association wrote
to the White House, saying that there was "insufficient capital"
available for parts suppliers to rehire workers and acquire raw
materials for a possible increase in vehicle production later this
year.  Citing MEMA, The AP relates that about 40 parts suppliers
have filed for bankruptcy protection this year.

According to The AP, MEMA senior vice president Ann Wilson said
that the association wants:

     -- the remainder of the $5 billion in aid to include
        companies that don't supply GM or Chrysler;

     -- more technology grants to help companies shift to making
        parts for fuel-efficient vehicles; and

     -- federal support for state programs like one in Michigan
        that links parts suppliers with potential sources of
        financing.

The government set aside about $5 billion in April 2009 to help
companies that supplied GM and Chrysler LLC while the two firms
went through restructuring and bankruptcy.  Auto suppliers,
according to The AP, asked the government for up to $10 billion
more in additional aid but were turned down in June.

The AP quoted MEMA President Bob McKenna as saying, "This
assistance is vital not only to the ability to manufacture safe,
more fuel-efficient vehicles, but also to the long-term economic
recovery of this nation."


* 3 Banks Shuttered; Year's Bank Failures Now 84
------------------------------------------------
Three banks -- Mainstreet Bank, Forest Lake, Minnesota; Affinity
Bank, Ventura, California; and Bradford Bank, Baltimore, Maryland
-- were closed August 28 by regulators and sent to receivership
before the Federal Deposit Insurance Corporation (FDIC).  This
year's closed banks have risen to 84.

The FDIC was able to locate buyers for all deposits and certain
assets of the three banks that were closed on August 28.   The
FDIC entered into a loss-share transactions on majority of the
closed banks' assets purchased by the buyers.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

       1. Depositors
       2. General Unsecured Creditors
       3. Subordinated Debt
       4. Stockholders

                     416 Banks on Problem List

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 (DIF) 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

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)
  -----------          ----                 --------       -----
Mainstreet Bank     Central Bank, Stillwater    $434.0      $95.0
Affinity Bank       Pacific Western           $1,000.0     $254.0
Bradford Bank       M&T Buffalo, New York       $383.0      $97.0
First Coweta Bank   United Bank, Zebulon        $144.0      $48.0
Guaranty Bank       BBVA Compass, Birmingham $11,656.0   $3,000.0
CapitalSouth Bank   IBERIABANK, Lafayette       $542.4     $151.0
ebank, Atlanta, GA  Stearns Bank, N.A.          $130.0     $163.0
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.

In addition, the FDIC may need to levy special fees on the banking
industry through 2013 to raise the agency's reserve fund to a
level mandated by law, Dakin Campbell at Bloomberg News reported,
citing Fox-Pitt Kelton Cochran Coronia Waller analysts.  Fox-Pitt
analysts led by Jonathan Elmi wrote August 28 that as much as $45
billion may have to be raised in the next four years to bring the
fund's reserve back to 1.15% of insured deposits.  The ratio stood
at 0.22% at the end of the second quarter, according to the FDIC.


* Owen Ellsworth Joins Kurtzman Carson as Consultant
----------------------------------------------------
The Daily Breeze reports that Kurtzman Carson Consultants said
that it hired Owen Ellsworth as a corporate restructuring services
consultant.

According to Daily Breeze, Mr. Ellsworth was responsible for
strategy and product management for JPMorgan Chase Bank's
bankruptcy and settlement services group, and financial management
at Chase Manhattan Bank.

Kurtzman Carson Consultants is an El Segundo business that serves
as a claims and noticing agent for companies in Chapter 11
bankruptcy.


* BOND PRICING -- For the Week From August 24 to 28, 2009
---------------------------------------------------------

Company              Coupon        Maturity    Bid Price
-------              ------        --------    ---------
155 E TROPICANA         8.75%       4/1/2012         3.03
ABITIBI-CONS FIN       7.875%       8/1/2009         8.00
ACCURIDE CORP            8.5%       2/1/2015        18.00
ADVANTA CAP TR          8.99%     12/17/2026         5.25
ALERIS INTL INC           10%     12/15/2016         1.40
AMBAC INC              9.375%       8/1/2011        62.00
AMBASSADORS INTL        3.75%      4/15/2027        38.50
AMER GENL FIN           3.85%      9/15/2009        92.65
AMER GENL FIN          3.875%     10/15/2009        96.00
AMER GENL FIN            4.2%     10/15/2009        95.98
AMER GENL FIN           4.35%      3/15/2010        82.00
AMER GENL FIN            4.5%      9/15/2009        97.52
AMER GENL FIN              5%     10/15/2010        65.00
AMER GENL FIN            5.1%      9/15/2009        96.50
AMER GENL FIN           5.45%      9/15/2009        98.00
AMER GENL FIN           8.75%      9/15/2012        38.00
AMR CORP                   9%       8/1/2012        58.00
AMR CORP                10.4%      3/10/2011        43.20
AMR CORP               10.45%      3/10/2011        47.00
ANTHRACITE CAP         11.75%       9/1/2027        14.90
ANTHRACITE CAP         11.75%       9/1/2027        14.77
ARCO CHEMICAL CO       10.25%      11/1/2010        29.35
BANK NEW ENGLAND        8.75%       4/1/1999        10.56
BANK NEW ENGLAND       9.875%      9/15/1999        10.63
BANKUNITED FINL        3.125%       3/1/2034         6.00
BARRINGTON BROAD        10.5%      8/15/2014        33.50
BELL MICROPRODUC        3.75%       3/5/2024        51.25
BLOCKBUSTER INC            9%       9/1/2012        50.50
BOWATER INC              6.5%      6/15/2013        16.00
BOWATER INC                9%       8/1/2009        17.87
BOWATER INC            9.375%     12/15/2021        17.25
BOWATER INC              9.5%     10/15/2012        15.05
BROOKSTONE CO             12%     10/15/2012        41.50
CALLON PETROLEUM        9.75%      12/8/2010        37.50
CAPMARK FINL GRP       7.875%      5/10/2012        21.00
CAPMARK FINL GRP         8.3%      5/10/2017        20.00
CCH I LLC                 10%      5/15/2014         2.00
CCH I LLC               13.5%      1/15/2014         1.50
CCH I/CCH I CP            11%      10/1/2015        14.56
CCH I/CCH I CP            11%      10/1/2015        12.50
CHAMPION ENTERPR        2.75%      11/1/2037        15.25
CHARTER COMM HLD          10%      5/15/2011         1.00
CHARTER COMM INC         6.5%      10/1/2027        43.00
CHENIERE ENERGY         2.25%       8/1/2012        42.10
CIT GROUP FDG CA        4.65%       7/1/2010        80.13
CIT GROUP INC           3.85%     11/15/2009        59.00
CIT GROUP INC           3.95%     12/15/2009        79.00
CIT GROUP INC              4%      9/15/2009        96.00
CIT GROUP INC           4.05%      2/15/2010        67.00
CIT GROUP INC          4.125%      11/3/2009        67.50
CIT GROUP INC           4.25%       2/1/2010        61.88
CIT GROUP INC           4.25%      9/15/2010        58.20
CIT GROUP INC            4.3%      3/15/2010        60.00
CIT GROUP INC            4.3%      6/15/2010        28.00
CIT GROUP INC           4.35%      6/15/2010        57.44
CIT GROUP INC            4.4%      9/15/2009        80.50
CIT GROUP INC           4.45%      5/15/2010        58.00
CIT GROUP INC            4.6%      8/15/2010        47.25
CIT GROUP INC          4.625%     11/15/2009        60.00
CIT GROUP INC           4.75%     12/15/2010        58.00
CIT GROUP INC            4.8%     12/15/2009        55.00
CIT GROUP INC           4.85%     12/15/2009        63.25
CIT GROUP INC           4.85%      3/15/2010        49.00
CIT GROUP INC           4.85%     12/15/2011        46.50
CIT GROUP INC            4.9%      3/15/2010        46.25
CIT GROUP INC            4.9%     12/15/2010        52.00
CIT GROUP INC            4.9%      3/15/2011        48.00
CIT GROUP INC              5%      9/15/2009        94.17
CIT GROUP INC              5%     11/15/2009        58.50
CIT GROUP INC              5%     11/15/2009        62.00
CIT GROUP INC              5%     11/15/2009        62.00
CIT GROUP INC              5%     12/15/2010        55.05
CIT GROUP INC              5%      3/15/2011        50.50
CIT GROUP INC              5%      3/15/2011        44.00
CIT GROUP INC              5%      3/15/2012        49.00
CIT GROUP INC           5.05%     11/15/2009        34.00
CIT GROUP INC           5.05%      2/15/2010        50.15
CIT GROUP INC           5.05%      3/15/2010        60.75
CIT GROUP INC           5.05%     11/15/2010        53.00
CIT GROUP INC           5.05%     12/15/2010        53.02
CIT GROUP INC           5.05%      3/15/2011        52.50
CIT GROUP INC           5.15%      2/15/2010        67.00
CIT GROUP INC           5.15%      3/15/2010        70.00
CIT GROUP INC           5.15%      2/15/2011        50.98
CIT GROUP INC           5.15%      2/15/2011        50.00
CIT GROUP INC           5.15%      4/15/2011        44.25
CIT GROUP INC           5.15%      2/15/2012        50.00
CIT GROUP INC            5.2%      11/3/2010        65.64
CIT GROUP INC            5.2%      9/15/2011        53.00
CIT GROUP INC            5.2%     11/15/2011        53.00
CIT GROUP INC           5.25%      5/15/2010        58.00
CIT GROUP INC           5.25%      9/15/2010        53.00
CIT GROUP INC           5.25%     11/15/2010        60.10
CIT GROUP INC           5.25%     11/15/2010        53.00
CIT GROUP INC           5.25%     11/15/2010        60.50
CIT GROUP INC           5.25%     12/15/2010        57.00
CIT GROUP INC           5.25%     11/15/2011        52.50
CIT GROUP INC           5.25%     11/15/2011        53.00
CIT GROUP INC           5.25%     11/15/2011        47.75
CIT GROUP INC           5.25%      2/15/2012        46.92
CIT GROUP INC            5.3%      6/15/2010        51.00
CIT GROUP INC           5.35%      6/15/2011        50.50
CIT GROUP INC           5.35%      8/15/2011        52.75
CIT GROUP INC            5.4%      5/15/2011        49.73
CIT GROUP INC           5.45%      8/15/2010        59.75
CIT GROUP INC            5.5%      8/15/2010        55.10
CIT GROUP INC            5.6%      4/27/2011        58.00
CIT GROUP INC           5.75%      8/15/2012        42.75
CIT GROUP INC            5.8%      7/28/2011        56.00
CIT GROUP INC            6.1%      3/15/2067        12.75
CIT GROUP INC           6.25%      9/15/2009        93.75
CIT GROUP INC           6.25%      9/15/2009        96.70
CIT GROUP INC           6.25%     12/15/2009        79.00
CIT GROUP INC           6.25%      2/15/2010        59.00
CIT GROUP INC            6.5%     12/15/2009        76.98
CIT GROUP INC            6.5%      2/15/2010        60.00
CIT GROUP INC            6.5%      3/15/2010        60.00
CIT GROUP INC            6.5%     12/15/2010        54.00
CIT GROUP INC            6.5%      1/15/2011        52.50
CIT GROUP INC            6.5%      3/15/2011        53.00
CIT GROUP INC            6.6%      2/15/2011        52.50
CIT GROUP INC           6.75%      3/15/2011        48.00
CIT GROUP INC          6.875%      11/1/2009        70.63
CIT GROUP INC              7%      2/15/2012        50.00
CIT GROUP INC           7.25%      2/15/2012        51.00
CIT GROUP INC           7.25%      3/15/2012        50.00
CIT GROUP INC             12%     12/18/2018        23.38
CITADEL BROADCAS           4%      2/15/2011        17.50
CLEAR CHANNEL            4.4%      5/15/2011        54.00
CLEAR CHANNEL            4.5%      1/15/2010        89.00
CLEAR CHANNEL              5%      3/15/2012        50.00
CLEAR CHANNEL           5.75%      1/15/2013        33.13
CLEAR CHANNEL           6.25%      3/15/2011        57.50
CLEAR CHANNEL           7.65%      9/15/2010        75.25
COMPUCREDIT            3.625%      5/30/2025        37.25
COOPER-STANDARD            7%     12/15/2012        30.00
COOPER-STANDARD        8.375%     12/15/2014         5.88
CREDENCE SYSTEM          3.5%      5/15/2010        45.00
DECODE GENETICS          3.5%      4/15/2011         7.50
DECODE GENETICS          3.5%      4/15/2011        11.00
DELPHI CORP              6.5%      8/15/2013         0.88
DEX MEDIA INC              8%     11/15/2013        19.50
DEX MEDIA INC              9%     11/15/2013        19.00
DEX MEDIA INC              9%     11/15/2013        19.00
DEX MEDIA WEST         9.875%      8/15/2013        20.50
DOWNEY FINANCIAL         6.5%       7/1/2014         5.00
DUNE ENERGY INC         10.5%       6/1/2012        48.00
EDDIE BAUER HLDG        5.25%       4/1/2014        12.00
FAIRPOINT COMMUN      13.125%       4/1/2018        18.00
FAIRPOINT COMMUN      13.125%       4/1/2018        18.50
FEDDERS NORTH AM       9.875%       3/1/2014         0.75
FIBERTOWER CORP            9%     11/15/2012        52.00
FINLAY FINE JWLY       8.375%       6/1/2012         4.00
FLEETWOOD ENTERP          14%     12/15/2011        30.25
FORD MOTOR CRED          7.5%      8/20/2010        71.86
FRANKLIN BANK              4%       5/1/2027         0.00
GENERAL MOTORS         7.125%      7/15/2013        13.75
GENERAL MOTORS           7.4%       9/1/2025        13.88
GENERAL MOTORS           7.7%      4/15/2016        14.00
GENERAL MOTORS           8.1%      6/15/2024        14.23
GENERAL MOTORS          8.25%      7/15/2023        14.50
GENERAL MOTORS         8.375%      7/15/2033        15.38
GENERAL MOTORS           8.8%       3/1/2021        14.38
GENERAL MOTORS           9.4%      7/15/2021        14.36
GENERAL MOTORS          9.45%      11/1/2011        14.61
GEORGIA GULF CRP       10.75%     10/15/2016        12.50
GMAC LLC                   7%      9/15/2009        98.26
GMAC LLC                   7%      9/15/2009        97.40
HAIGHTS CROSS OP       11.75%      8/15/2011        43.00
HARRY & DAVID OP           9%       3/1/2013        47.50
HAWAIIAN TELCOM         9.75%       5/1/2013         1.75
HAWAIIAN TELCOM         12.5%       5/1/2015         1.00
HERBST GAMING              7%     11/15/2014         3.13
HERBST GAMING          8.125%       6/1/2012         3.13
IDEARC INC                 8%     11/15/2016         8.13
INDALEX HOLD            11.5%       2/1/2014         1.25
INN OF THE MOUNT          12%     11/15/2010        45.00
INTCOMEX INC           11.75%      1/15/2011        45.75
INTL LEASE FIN             4%     10/15/2009        95.05
INTL LEASE FIN          4.05%      9/15/2009        97.00
INTL LEASE FIN          4.25%      9/15/2009        94.50
INTL LEASE FIN          4.55%      9/15/2009        96.10
IP-CALL09/09           5.125%     11/15/2012       100.00
ISTAR FINANCIAL        5.125%       4/1/2011        53.00
ISTAR FINANCIAL         5.15%       3/1/2012        42.00
ISTAR FINANCIAL        5.375%      4/15/2010        84.63
ISTAR FINANCIAL          5.5%      6/15/2012        44.50
ISTAR FINANCIAL         5.65%      9/15/2011        59.64
ISTAR FINANCIAL          5.8%      3/15/2011        55.00
ISTAR FINANCIAL            6%     12/15/2010        68.00
KEYSTONE AUTO OP        9.75%      11/1/2013        26.63
KNIGHT RIDDER          7.125%       6/1/2011        52.00
KNIGHT RIDDER           7.15%      11/1/2027        17.34
LANDAMERICA            3.125%     11/15/2033        22.50
LANDAMERICA             3.25%      5/15/2034        22.50
LAZYDAYS RV            11.75%      5/15/2012        15.00
LEHMAN BROS HLDG           4%       8/3/2009         9.00
LEHMAN BROS HLDG       4.375%     11/30/2010        16.05
LEHMAN BROS HLDG         4.5%      7/26/2010        18.00
LEHMAN BROS HLDG         4.5%       8/3/2011        12.84
LEHMAN BROS HLDG         4.7%       3/6/2013         6.95
LEHMAN BROS HLDG         4.8%      3/13/2014        18.13
LEHMAN BROS HLDG         4.8%      6/24/2023        12.38
LEHMAN BROS HLDG           5%      1/14/2011        17.75
LEHMAN BROS HLDG           5%      1/22/2013        12.00
LEHMAN BROS HLDG           5%      2/11/2013        12.50
LEHMAN BROS HLDG           5%      3/27/2013         6.95
LEHMAN BROS HLDG           5%       8/3/2014        10.00
LEHMAN BROS HLDG           5%      5/28/2023        11.50
LEHMAN BROS HLDG           5%      5/30/2023        12.50
LEHMAN BROS HLDG           5%      6/10/2023        11.91
LEHMAN BROS HLDG           5%      6/17/2023        12.50
LEHMAN BROS HLDG         5.1%      1/28/2013        10.00
LEHMAN BROS HLDG         5.1%      2/15/2020        12.00
LEHMAN BROS HLDG        5.15%       2/4/2015         9.50
LEHMAN BROS HLDG         5.2%      5/13/2020        14.00
LEHMAN BROS HLDG        5.25%       2/6/2012        16.25
LEHMAN BROS HLDG        5.25%      1/30/2014         8.23
LEHMAN BROS HLDG        5.25%      2/11/2015        12.00
LEHMAN BROS HLDG        5.25%       3/5/2018         8.25
LEHMAN BROS HLDG        5.25%      9/14/2019         9.00
LEHMAN BROS HLDG        5.25%       3/8/2020         9.10
LEHMAN BROS HLDG        5.25%      5/20/2023        12.00
LEHMAN BROS HLDG        5.35%      2/25/2018        12.00
LEHMAN BROS HLDG        5.35%      3/13/2020         9.00
LEHMAN BROS HLDG        5.35%      6/14/2030         8.75
LEHMAN BROS HLDG       5.375%       5/6/2023        10.50
LEHMAN BROS HLDG         5.4%       3/6/2020        12.00
LEHMAN BROS HLDG         5.4%      3/20/2020        12.00
LEHMAN BROS HLDG         5.4%      3/30/2029        12.50
LEHMAN BROS HLDG         5.4%      6/21/2030        11.88
LEHMAN BROS HLDG        5.45%      3/15/2025        12.00
LEHMAN BROS HLDG        5.45%       4/6/2029        11.88
LEHMAN BROS HLDG        5.45%      2/22/2030        12.00
LEHMAN BROS HLDG        5.45%      7/19/2030         9.25
LEHMAN BROS HLDG        5.45%      9/20/2030        12.00
LEHMAN BROS HLDG         5.5%       4/4/2016        16.13
LEHMAN BROS HLDG         5.5%       2/4/2018        12.00
LEHMAN BROS HLDG       &nb