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

             Friday, August 20, 2010, Vol. 14, No. 230

                            Headlines


ACCESS PHARMACEUTICALS: Posts $1.79MM Second Qtr. Net Income
AMACORE GROUP: Incurs $5.23 Mil. Net Loss for June 30 Quarter
AMERICAN INT'L: Laying Groundwork for First Debt Offering
AMERICAN MORTGAGE: Bankruptcy Plan Outline Wins Approval
AMKOR TECHNOLOGY: S&P Raises Corporate Credit Rating to 'BB-'

AMSCAN HOLDINGS: Posts $16.53-Mil. Net Income for June 30 Quarter
AMTRUST BANK: Joint Venture Buys $1.7BB Bank Loan Portfolio
ANDRE CHREKY: To Settle Sexual Harassment Claim for $7 Million
ANTONIO MARTINEZ: Voluntary Chapter 11 Case Summary
APEX DIGITAL: Case Summary & 17 Largest Unsecured Creditors

ARIZONA HEART: Institute Endorses Sale Deal with Vanguard Health
BASHAS' INC: Court Confirms Chapter 11 Plan
BELLISIO FOODS: Moody's Upgrades Corporate Family Rating to 'B2'
BERNARD MADOFF: U.S. Judge Orders HSBC to Turn Over Reviews
BERRY PLASTICS: Posts $21.40 Million Net Loss for July 3 Quarter

BI-LO LLC: Court Limits Bruno's Trustee's Ability to Pursue Claims
BIOVEST INT'L: Posts $9.11MM Net Income for June 30 Quarter
BLAKE'S DOUBLE D: Case Summary & 13 Largest Unsecured Creditors
BLOCKBUSTER INC: Must Pay Bondholders' Legal Fees
BOSTON GENERATING: Swaps Committee Asked to Rule on Credit Event

BOSTON GENERATING: Bankruptcy Cues S&P to Cut Rating to 'D'
BOSTON GENERATING: Voluntary Chapter 11 Case Summary
BRISAM COVINA: Files for Chapter 11 Protection
BRISAM COVINA: Voluntary Chapter 11 Case Summary
BRUNO'S SUPERMARKETS: Court Limits Ability to Pursue BI-LO Claims

CARIBBEAN PETROLEUM: Organizational Meeting Set for Aug. 26
CELOTEX CORP: Colleges Fail to Get More From Firm's Asbestos Trust
CHAMART EXCLUSIVES: Case Summary & 12 Largest Unsecured Creditors
CHOA VISION: Files for Chapter 11 Protection in California
CLEAR CHOICE: Case Summary & 20 Largest Unsecured Creditors

COMMUNICATION INTELLIGENCE: Incurs $1.62MM Net Loss for Q2 2010
CORUS BANKSHARES: FDIC Seeks Dismissal of Suit Over Tax Refunds
DAVID CHERHONIAK: Case Summary & 20 Largest Unsecured Creditors
DIAMOND RANCH: Incurs $293,000 Net Loss for June 30 Quarter
DIGITAL TELECOMMUNICATIONS: Case Summary & Creditors List

DIGITALGLOBE INC: Moody's Affirms 'Ba3' Corporate Family Rating
DHP HOLDINGS: Bankruptcy Court Won't Hear Peter Skop Dispute
DK AGGREGATES: Files Schedules of Assets & Liabilities
DK AGGREGATES: Section 341(a) Meeting Scheduled for Sept. 27
DK AGGREGATES: Taps Byrd & Wiser as Bankruptcy Counsel

EAT AT JOE'S: Incurs $179,000 Net Loss for June 30 Quarter
EAU TECHNOLOGIES: Posts 3.85$MM Net Income for June 30 Quarter
ETHANEX ENERGY: McGuireWoods Seeks Docs. for Securities Suit
FANNIE MAE: Representatives Critical of Policy of Suing Defaulters
FIRSTPAY INC: 4th Cir. Remands Preference Suit v. U.S. Gov't

FULL CIRCLE: Asks for Court's Nod to Use Cash Collateral
FULL CIRCLE: Files Schedules of Assets & Liabilities
FULL CIRCLE: Section 341(a) Meeting Scheduled for Sept. 8
GAMETECH INT'L: Says Cash Not Enough to Pay Loan on Aug. 31
GAMETECH INT'L: Has Until Jan. 2011 to Regain Nasdaq Compliance

GARLOCK SEALING: Asbestos Panel Gets Nod for Caplin as Counsel
GARLOCK SEALING: Asks for Future Asbestos Claimants Representative
GARLOCK SEALING: Wants Jan. 3 Extension for Lease Decisions
GENERAL GROWTH: Disclosure Statement Approved by Bankruptcy Court
GENERAL MOTORS: Akerson to Replace Whitacre as New GM CEO

GENERAL MOTORS: Committee Objects to Greenhunt's $2-Bil. Claim
GENERAL MOTORS: Files for an Initial Public Offering
GENERAL MOTORS: Kent Kresa Retires From New GM Board
GEO GROUP: Moody's Confirms 'Ba3' Senior Secured Rating
GLOBAL BRASS: Raises $465 Million of New Financing

GRAHAM PACKAGING: To Buy Liquid Container for $568 Million
GREAT ATLANTIC: To Close 25 Stores as Start to Turnaround Plan
GREENWICH STREET: Vacant Manhattan Lot Sold for $19.6MM at Auction
GREGORY ROCHE: Case Summary & 20 Largest Unsecured Creditors
HEXION SPECIALTY: Posts $52 Million Income for June 30 Quarter

HF THREE: Files for Chapter 11 Protection in Arizona
IMPERIAL CAPITAL: Seeks $17.1 Million in Tax Refunds
IMPERIAL INDUSTRIES: Lowers Loss in Q2 2010, Says Cash Adequate
INNKEEPERS USA: Gets Nod to Hire Professionals in Ordinary Course
INNKEEPERS USA: Wins Final Nod to Keep Insurance Programs

INNKEEPERS USA: Has Final Approval to Pay Prepetition Wages
INNKEEPERS USA: Wins Final Nod to Pay Taxes & Fees
INNKEEPERS USA: Wins OK to Grant Admin. Priority to Suppliers
JAMES HARRISON: Case Summary & 16 Largest Unsecured Creditors
KENTUCKY DATA: Windstream Deal Cues Moody's Rating Review

L & H TRUCKING: Case Summary & 20 Largest Unsecured Creditors
LAS VEGAS SANDS: S&P Raises Corporate Credit Rating to 'B'
LEHMAN BROTHERS: Appaloosa Opposes Innkeepers Plan Deal
LEHMAN BROTHERS: Committee Supports Financing for Heritage Project
LEHMAN BROTHERS: Creditors Express Concern Over Loans Acquisition

LEHMAN BROTHERS: LBI Trustee Wants FX Claims Ruling Upheld
LEHMAN BROTHERS: U.S. Bank Opposes Termination of Trust Agreement
LIFECARE HOLDINGS: Posts $692,000 Net Income for June 30 Quarter
LIONCREST TOWERS: Case Summary & 20 Largest Unsecured Creditors
LOCAL INSIGHT: Debt Falls 48.75 Cents After Possible Breach

LYNN CITRON: Criminal Fine Was "New Value" in Avoidance Action
MAKING VIRTUAL: Creditors Withdraw Ch. 7 Involuntary Petition
MOVIE GALLERY: Court Establishes Sept. 1 as Admin. Claims Bar Date
MOVIE GALLERY: Proposes to Sell Gaming Inventory
MOVIE GALLERY: Sells Fee-Owned Properties

NAVY & HIGHLAND: Case Summary & 4 Largest Unsecured Creditors
NCOAT, INC: Files for Chapter 11 to Sell to PE Firm
NCOAT, INC: Case Summary & 14 Largest Unsecured Creditors
NEFF CORP: Remains on Track to Emerge From Ch. 11 in Near Term
NEXCEN BRANDS: XRoads to Manage Wind-Down

NORD RESOURCES: Posts $7.16MM Q2 Loss; Bankruptcy Warning Issued
NUTRACEA: Files First Amended Plan of Reorganization
NUVEEN INVESTMENTS: Posts $135 Million Net Loss for June 30 Qtr
O'NEAL BROTHERS: Case Summary & Largest Unsecured Creditor
OSI RESTAURANT: Posts $19 Million Net Income for June 30 Quarter

PACIFICA MESA: Gets Final OK of $85 Million DIP Loan
QUESTEX MEDIA: Wins Dismissal of Bankruptcy Case
QUIGLEY CO.: Obtains Order Extending DIP Financing
QWEST COMMS: Extends Cash Offer for Notes Until August 26
RADIO ONE: Moody's Reviews 'Caa1' Corporate for Downgrade

RAME PROPERTIES: Files for Chapter 11 in Georgia
REAL ESTATE ASSOCIATES: Posts $895,000 Profit for June 30 Quarter
ROBERT HOUTS: Case Summary & 5 Largest Unsecured Creditors
RONSON AVIATION: Case Summary & 20 Largest Unsecured Creditors
ROSSCO HOLDINGS: Files Schedules of Assets & Liabilities

ROSSCO HOLDINGS: Section 341(a) Meeting Scheduled for Sept. 14
SBARRO INC: Warns of Covenant Default Should Sales Slump Continues
SEVEN BANCORP: Experiencing "Modest Improvement" from Recession
SHADY ACRES: Has Stipulation on Cash Collateral Use
SHADY ACRES: Section 341(a) Meeting Scheduled for Sept. 16

SIMON WORLDWIDE: Posts $540,000 Net Loss for June 30 Quarter
STEVE & BARRY'S: $55M Suit Against Paul Hastings Moves Forward
STUYVESANT TOWN: Foreclosure Postponed; Hearing Set for Sept. 2
SUNESIS PHARMACEUTICALS: Posts $4.8MM Net Loss for June 30 Quarter
TAYLOR BEAN: Court Names Lawyer for Former Chairman Farkas

THEODORE WRIGHT, JR.: Case Summary & Creditors List
TRONOX INC: Disclosure Statement Hearing Set for Sept. 16
TRONOX INC: Equity Committee Proposes Stanford as Fin'l Advisor
US AEROSPACE: Files Bid Protest for Proposed Tanker Program
US AEROSPACE: Gets $500,000 Financing from Hutton Int'l

US ANTIMONY: Posts $204,600 Net Income for June 30 Quarter
VERTIS HOLDINGS: Deadline to Withdraw From Exchange Bid Extended
VERTIS HOLDINGS: Unit's June 30 Balance Sheet Upside-Down by $25MM
VISTEON CORP: Dow Chemical Opts Out of Plan Releases
VISTEON CORP: IUE-CWA Withdraws Motion for Voting on $100MM Claim

VISTEON CORP: Trade Creditors Withdraw Plea for Official Committee
VYTERIS INC: Posts $6.29 Million Net Loss for June 30 Quarter
WENTWORTH ENERGY: Incurs $1.23-Mil. Net Loss for June 30 Qtr.
WINDMILL DURANGO: Case Summary & 6 Largest Unsecured Creditors
WILLIAM MARR: Case Summary & 2 Largest Unsecured Creditors

WINDSTREAM CORPORATION: Moody's Affirms 'Ba2' Corp. Family Rating
WINDSTREAM CORPORATION: Q-Comm Deal Won't Affect Fitch's Ratings
WORLDGATE COMMS: Posts $2.96 Million Net Loss for June 30 Quarter

* ABI's Gerdano Comments on 2010 1st Half Bankruptcy Statistics
* U.S. Credit-Default Swaps Benchmark Declines for Second Day

* Patton Boggs' Bryan Joins Duane Morris

* BOOK REVIEW: Courts and Doctors


                            ********


ACCESS PHARMACEUTICALS: Posts $1.79MM Second Qtr. Net Income
------------------------------------------------------------
Access Pharmaceuticals, Inc. reported a $1,790,000 net income for
the three months ended June 30, 2010, from a $2,208,000 net loss
for the same period in 2009.  The Company posted a $2,879,000
net income for the six months ended June 30, 2010, from a
$4,297,000 net loss for the same period a year ago.

Total revenues were $105,000 for the second quarter of 2010, from
$63,000 for the second quarter 2009.  Total revenues were $207,000
for the first half of 2010, from $104,000 for the first half of
2009.

As of June 30, 2010, the Company had $3,625,000 total assets;
$21,604,000 total liabilities; and a $17,979,000 stockholders'
deficit.  Accumulated deficit has reached $239.8 million as of
June 30, 2010.

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?695b

                   About Access Pharmaceuticals

Access Pharmaceuticals, Inc., is an emerging biopharmaceutical
company focused on developing a range of pharmaceutical products
primarily based upon the Company's nanopolymer chemistry
technologies and other drug delivery technologies.  The Company
currently has one approved product, one product candidate at Phase
3 of clinical development, three product candidates in Phase 2 of
clinical development and other product candidates in pre-clinical
development.

Following the Company's 2009 results, Whitely Penn LP of Dallas,
Texas, expressed substantial doubt against Access Pharmaceuticals'
ability as a going concern.  The firm reported that the Company
has had recurring losses from operations, negative cash flows from
operating activities and has an accumulated deficit.


AMACORE GROUP: Incurs $5.23 Mil. Net Loss for June 30 Quarter
-------------------------------------------------------------
The Amacore Group, Inc., incurred a $5,229,222 net loss for the
three months ended June 30, 2010, from a $905,276 net loss for the
same period in 2009.  The Company posted a $6,153,703 net loss for
the six months ended June 30 2010, from a $951,146 loss for the
same period a year ago.

The Company recorded total revenue of $4,305,000 for the three
months ended June 30, 2010, and total revenue of $10,626,061 for
the six months ended June 30, 2010.

The Company's balance sheet at June 30, 2010, showed $8,595,986 in
total assets, $25,985,443 in total liabilities and a $17,147,252
stockholder's deficit.

A full-text copy of the Company's Form 10-Q is available at no
charge at http://ResearchArchives.com/t/s?6979

                    About The Amacore Group

Based in Maitland, Florida, The Amacore Group, Inc., (OTC BB:
ACGI) -- http://www.amacoregroup.com/-- is primarily a provider
and marketer of healthcare related products, including healthcare
benefits, vision and dental networks, and administrative services
such as billing, fulfillment, patient advocacy, claims
administration and servicing.

                         *     *     *

In its March 31, 2010 report, McGladrey & Pullen, LLP in Orlando,
Florida, raised substantial doubt about the Company's ability to
continue as a going concern.  The auditor said the Company has
suffered recurring losses from operations and has not generated
sufficient cash flows from operations to meet its needs.


AMERICAN INT'L: Laying Groundwork for First Debt Offering
---------------------------------------------------------
The Wall Street Journal's Serena Ng reports that American
International Group Inc. is laying the groundwork for its first
debt offering in two years, in what could be a key measure of
whether investors think the bailed-out insurance giant can stand
on its own and ultimately repay taxpayer funds.

Ms. Ng relates that earlier this month, AIG expanded an existing
registration statement for securities offerings to include debt,
an indication the Company could try to sell bonds or other
securities quickly and from time to time when market conditions
are favorable.

Ms. Ng reports AIG didn't say when it will try to raise money, but
analysts and people familiar with the matter say the government-
controlled insurance giant could issue new debt before year-end.
An Aug. 9 prospectus filed by AIG said net proceeds from
securities sales would likely go toward repaying some of its debt
to the Federal Reserve Bank of New York, which the Company
recently owed $23.7 billion.

According to the Journal, for AIG, which hasn't raised money from
outside investors since its bailout in September 2008, a debt
offering would be a milestone that serves several purposes.  While
the Company is unlikely to try to refinance the bulk of its
government debt, a small bond sale could signal that AIG has
access to other sources of funding besides the government, which
now owns nearly 80% of the Company.

The Journal also reports that AIG's progress in its restructuring
and a broader rally in the credit markets have helped boost market
prices of the Company's existing bonds in recent months.  For
example, an AIG bond that comes due in October 2015 recently
traded around 99 cents on the dollar, yielding 5.3%, or about four
percentage points more than the yield on a comparable Treasury
note.

At the start of this year, that AIG bond was trading at 85.5 cents
and yielding more than 8%, the Journal reports, citing
MarketAxess, a bond-trading platform.  Bond prices and yields move
in opposite directions, and investors usually demand lower rates
of returns if they see less risk of a default.  In late 2008,
during the depths of the financial crisis, AIG's bonds yielded
over 20%, making borrowing from the private sector virtually
impossible.

"Right now, investors don't perceive AIG to be dramatically
riskier than other insurance companies," said Rob Haines, an
analyst at debt-research firm CreditSights Inc., according to the
Journal.  A small bond offering could enable the Company "to gauge
investor demand and see how receptive they are."

AIG currently has the equivalent of a single-A-minus credit rating
from Moody's Investors Service and Standard & Poor's, but that
investment-grade rating is largely due to the financial support
the U.S. government has provided, according to the Journal.  The
report says absent government support, AIG would have a non-
investment-grade, or "junk," credit rating.

AIG chief executive Robert Benmosche has said the Company is
trying to get its "stand-alone" rating back to single-A, which
would entail sharply lowering its debt, maintaining or improving
the profitability of its insurance businesses, reducing risk and
disposing of non-core units.

According to the Journal, much of what AIG owes the New York Fed
is expected to be repaid with cash from asset sales, though a
portion could come from new debt issues.  The annual interest rate
on AIG's loan from the New York Fed is currently about 3.35%.

The Journal relates that the regional Fed bank is looking to
recoup a separate $55 billion in equity holdings from sales of
AIG's overseas life insurance businesses and from mortgage
securities previously linked to the insurer.  The Treasury
Department separately has a $49 billion investment in AIG
preferred shares, some of which are widely expected to be
converted in the future into AIG common stock and sold to
investors.

                              About AIG

American International Group, Inc. -- http://www.aig.com/-- is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer. In
addition, AIG companies are leading providers of life insurance
and retirement services around the world.  AIG common stock is
listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  AIG almost
collapsed under the weight of bad bets it made insuring mortgage-
backed securities.  The Company, however, was bailed out by the
Federal Reserve, but even after an initial infusion of
$85 billion, losses continued to grow.  The later rescue packages
brought the total to $182 billion, making it the biggest federal
bailout in U.S. history.

AIG has been working to protect and enhance the value of its key
businesses, execute an orderly asset disposition plan, and
position itself for the future.  AIG has sold a number of its
subsidiaries and other assets to pay down loans received from the
U.S. government, and continues to seek buyers of its assets.


AMERICAN MORTGAGE: Bankruptcy Plan Outline Wins Approval
--------------------------------------------------------
Tiffany Kary at Bloomberg News reports that American Mortgage
Acceptance Co., a real estate trust formed in 1991, won approval
of the disclosure statement explaining its proposed Chapter 11
plan.

"The first amended disclosure statement fully takes account of the
issues I raised at the last hearing, limiting scope of the third-
party releases," Bankruptcy Judge Martin Glenn said.

Creditors have until Sept. 23 to vote on the plan.

Under the Plan, the Debtor will transfer bonds and $100,000 to
unsecured creditor Taberna Preferred Funding I, Ltd. in
satisfaction of its claims.  The existing stock will be cancelled,
and the Reorganized Debtor will issue new common stock to
unsecured creditor C3 Initial Assets LLC in satisfaction of C3's
claims.  Other unsecured creditors, as well as administrative
claimants and secured creditors, will be paid in full.  Holders of
equity interests won't receive any distributions.

                      About American Mortgage

American Mortgage Acceptance Co. is a New York-based real estate
investment trust.  American Mortgage filed for Chapter 11
bankruptcy protection on April 26, 2010 (Bankr. S.D.N.Y. Case No.
10-12196).  Carol A. Felicetta, Esq., at Reid and Riege, P.C., and
Sherri D. Lydell, Esq., and Teresa Sadutto-Carley, Esq., at
Platzer, Swergold, Karlin, Levine Goldberg & Jaslow, LLP, assist
the Company in its restructuring effort.  The Company scheduled
assets totaling $6,366,680 and debts totalling $119,968,443 as of
the Petition Date.


AMKOR TECHNOLOGY: S&P Raises Corporate Credit Rating to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Chandler, Arizona-based outsourced semiconductor
assembly and test provider Amkor Technology Inc. to 'BB-' from
'B+'.  The outlook is stable.

In addition, S&P raised the issue ratings on the company's senior
unsecured debt to 'BB-' from 'B+' and revised the recovery rating
on the debt to '3' from '4'.  The '3' recovery rating indicates
expectations for meaningful (50%-70%) recovery prospects in the
event of a payment default.  S&P raised the rating on the
subordinated debt to 'B' from 'B-', while leaving the '6' recovery
rating unchanged.

"The rating reflects S&P's expectation that revenue expansion will
be muted following the June 2010 quarter," said Standard & Poor's
credit analyst Lucy Patricola, "and that operating margins will
remain intact at current levels."  S&P expects EBITDA generation
of about $700 million in 2010.  Amkor will reduce debt slightly,
through retirement of maturities, and as a result credit ratios
will be largely unchanged from June 2010.  S&P expects debt to
EBITDA will remain around 2x for 2010 and funds from operations to
debt will be in the 40%-50% range.


AMSCAN HOLDINGS: Posts $16.53-Mil. Net Income for June 30 Quarter
-----------------------------------------------------------------
Amscan Holdings Inc. filed its quarterly report on Form 10-Q,
reporting net income of $16.53 million on $357.18 million of total
revenues for the three months ended June 30, 2010, compared with
net income of $11.01 million on $342.07 million of total revenues
for the same period a year ago.

The Company's balance sheet at June 30, 2010, showed $1.52 billion
in total assets, $990.76 million in total liabilities, and a
$515.45 million stockholders' equity.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6947

                       About Amscan Holdings

Based in Road Elmsford, New York, Amscan Holdings, Inc., designs,
manufactures, contracts for manufacture and distributes party
goods, including paper and plastic tableware, metallic balloons,
accessories, novelties, gifts and stationery.  The Company also
operates retail party goods and social expressions supply stores
in the United States under the names Party City, Party America,
The Paper Factory, Halloween USA and Factory Card & Party Outlet,
and franchises both individual stores and franchise areas
throughout the United States and Puerto Rico principally under the
names Party City and Party America.  The Company is a wholly owned
subsidiary of AAH Holdings Corporation.

                           *     *     *

Amscan Holdings carries Standard & Poor's Ratings Services' 'B'
corporate credit rating, and Moody's Investors Service's 'B2'
Corporate Family and Probability of Default Ratings.


AMTRUST BANK: Joint Venture Buys $1.7BB Bank Loan Portfolio
-----------------------------------------------------------
The Federal Deposit Insurance Corporation said August 19 that it
has closed on a sale of 40% equity interest in a limited liability
company created to hold approximately $1.7 billion of primarily
non-performing commercial acquisition, development and
construction loan assets and owned real estate out of AmTrust
Bank.  The winning bidder of the Structured Transaction is a
three-party consortium made up of PMO Loan Acquisition Venture
LLC, controlled by Oaktree Capital Management LP, Toll Brothers
Inc, and Milestone Asset Opportunity LLC at a price of
approximately 40% of the balance of the portfolio.

As an equity participant, the FDIC, as Receiver for AmTrust Bank,
will retain a 60% stake in the LLC and share in the returns on the
assets.  The FDIC offered 1:1 leverage financing, inclusive of a
financing facility resulting in the creation of $311.8 million of
original principal amount of Purchase Money Notes issued by the
LLC.  While 75% of the notes, $233.9 million, will be guaranteed
by the FDIC in its corporate capacity, it is unlikely that a call
will ever be necessary on this guarantee.  This is primarily due
to restrictions in the priority of payments limiting distributions
to the equity partners until the purchase money notes are paid in
full as well as the relatively high level of over
collateralization of the notes.

Additionally, the FDIC has funded a development funding account
that will supplement contributions by the PMO Consortium to
finance certain permitted development activities related to the
assets.  The sale was conducted on a competitive basis on either a
40% leveraged ownership interest or a 20% unleveraged ownership
interest in the newly-formed LLC.

The FDIC, as Receiver for the failed bank, will convey to the LLC
a portfolio of approximately $1.7 billion CADC loans and owned
real estate, of which about 78% are ADC loans with the remainder
being owned real estate.  In aggregate, 78% of the loans are
delinquent.  About 31% of the assets in the portfolio is located
in Florida, 16% in Nevada, 14% in Arizona, 13% in California, and
the remaining 26% is located in other states.

The bid received from the PMO Consortium was determined to be the
offer that resulted in the least cost to the Receivership.  As the
LLC's managing equity owner, the PMO Consortium will provide for
the management, servicing, and ultimate disposition of the LLC's
assets.

Philadelphia Business Journal staff writer Natalie Kostelni
reports that Toll Brothers of Horsham, Pa., contributed about 20%
toward the acquisition.  The transaction includes 200 mostly
nonperforming loans with an unpaid balance of $1.32 billion and 80
properties valued at $382 million.  The properties are primarily
residential land, lots, condominiums and single-family and
multifamily communities in different stages of completion.

                            AmTrust Bank

AmTrust Financial Corp. (PINK: AFNL), now known as AmFin Financial
Corp., was the owner of the AmTrust Bank.  AmTrust was the
seventh-largest holder of deposits in South Florida, with
$4.7 billion in deposits and 21 branches.  In November 2008, the
Office of Thrift Supervision issued a cease and desist order
requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection on
November 30, 2009 (Bankr. N.D. Ohio Case No. 09-21323).  G.
Christopher Meyer, Esq., and Sherri Lynn Dahl, Esq., at Squire
Sanders & Dempsey L.L.P., assist the Debtors in their
restructuring effort.  Kurtzman Carson Consultants serves as
claims and notice agent.  Attorneys at Hahn Loeser & Parks LLP
serve as counsel to the Official Committee of Unsecured Creditors.

AmTrust Management estimated $100 million to $500 million in
assets and liabilities in its Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators, and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, Westbury, New York, assumed all of the deposits of
AmTrust Bank, pursuant to a deal with the FDIC.


ANDRE CHREKY: To Settle Sexual Harassment Claim for $7 Million
--------------------------------------------------------------
Rachel Feintzeig at Dow Jones Daily Bankruptcy Review, citing The
Washington Post, reports Andre Chreky has agreed to pay $7 million
to settle a sexual-harassment claim.

As widely reported, Ronnie Barrett and Jennifer Thong -- former
employees at Mr. Chreky's high-end salon and spa -- sued
Mr. Chreky in 2006 for allegedly sexually harassing them at work
and then retaliating when they resisted his advances.  According
to a report by Dow Jones, in a trial that took place earlier this
year, a jury awarded Ms. Barrett $2.3 million in damages.  Dow
Jones said Ms. Barrett holds a total claim of $4 million for the
unpaid damages as well as attorneys' fees.

Mr. Chreky and his salon filed for Chapter 11 before Ms. Thong's
trial could begin.  The Thong case was slated to go to trial last
Monday.

Dow Jones' Ms. Feintzeig reports Ms. Thong struck a settlement
with Mr. Chreky on August 13, bringing his total liability against
the two women to $9.3 million.  Still, according to Ms. Feintzeig,
it's not clear if the defendants will see the total pile of cash,
considering Mr. Chreky remains tangled up in bankruptcy
proceedings.

"We don't know what this $7 million is going to mean, and we don't
know what our $2.3 million is going to mean," Deborah Katz, Esq.,
an attorney representing Ms. Barrett, told the Post. "We're in
litigation before the bankruptcy court on that now."

Andre Chreky, Inc., filed for bankruptcy on March 19, 2010 (Bankr.
D. D.C. Case No. 10-00267).  Andre Chreky also filed a separate
petition on the same day (Bankr. D. D.C. Case No. 10-00268).
Richard Edwin Lear, Esq., at Holland & Knight LLP, in Washington,
DC, serves as bankruptcy counsel.  The Company estimated
$1 million to $10 million in assets and debts.


ANTONIO MARTINEZ: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Joint Debtors: Antonio Martinez
                 aka Antonio Herrera Martinez
                 dba La Tropicana Market
               Lorena Martinez
               3256 Cathleen Lane
               Tracy, CA 95377

Bankruptcy Case No.: 10-41667

Chapter 11 Petition Date: August 16, 2010

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtors' Counsel: Thomas O. Gillis, Esq.
                  1006 H. Street, #1
                  Modesto, CA 95354
                  Tel: (209) 575-3116

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

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

The Joint Debtors did not file a list of creditors together with
their petition.


APEX DIGITAL: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Apex Digital, Inc.
          aka AW XEPA Technologies Inc.
              AW Apex R&D Shangai
              AW Apex
              AW E2Go
              AW Entertainment to Go
        301 Brea Canyon Road
        Walnut, CA 91789

Bankruptcy Case No.: 10-44406

Chapter 11 Petition Date: August 17, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Juliet Y. Oh, Esq.
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: jyo@lnbrb.com

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

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

The petition was signed by David Ji, president and chief executive
officer.

Debtor's List of 17 Largest Unsecured Creditors:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
Jiangsu Hongtu High Tech Co Ltd     Judgment            $8,000,000
83 Hu Bel Road
Nanijing P.R., Post Code 210009
China

Shanghai World Trade Dev. Co., Ltd  Service and/or      $3,667,246
Unit 118, Suite 1016,               Goods
Xin Ling Road
Wai Gao Qiao Bao Shui, Shanghai
China

Wi-Lan V-Chip Corp.                 Services            $1,179,456
41 Pullman Court
Toronto, Ontario
Canada

Koninklijke Philips Electronics     Licensing Fees        $983,631
1251 Avenue of the Americas
New York, NY 10020

Thomson Multimedia                  Licensing Fees        $748,064
46, Quai Alphonse Le Gallo Buologne
France 92468

Oracle Corporation                  Licensing Fees        $166,648

Apex Digital Inc. Ltd.              Services and/or         $8,366
                                    Goods

Covington & Burling LLP             Services                $2,472

Regent USA Inc                      Services                $1,750

Wintek Group, Inc.                  Services                  $500

G & J Express Transport, Inc        Services                  $200

Disco Vision                        Licensing Fees         unknown

Funal                               Licensing Fees         unknown

Jiangsu Qiao Yue Shu Ma You Xian    Services and/or        unknown

MPEG LA                             Licensing Fees         unknown

Sichuan Changhong Electric Co., Ltd Services and/or        unknown
                                    Goods

Vizio                               Licensing Fees         unknown


ARIZONA HEART: Institute Endorses Sale Deal with Vanguard Health
----------------------------------------------------------------
Cardiovascular Business reports that Arizona Heart Institute
endorsed a pending deal with Vanguard Health to acquire both
Arizona Heart Hospital and Arizona Heart Institute for
$6.1 million.

The deal would make the two facilities part of Vanguard's Abrazo
Healthcare System that now comprises five hospitals throughout
Phoenix.  The new partnership would help to streamline patient
care and would allow the organization to better leverage capital
and management skills, acccording to Edward B. Diethrich, founder
and medical director of the Arizona Heart Institute and Arizona
Heart Hospital.

                       About American Heart

Phoenix, Arizona-based Arizona Heart Institute, Ltd., is a
specialty outpatient clinic dedicated to the prevention, detection
and treatment of cardiovascular diseases. It was founded by Edward
B. Diethrich, M.D., in 1971, and at its height operated numerous
offices across the Phoenix metropolitan area.

Arizona Heart filed for Chapter 11 bankruptcy protection on
July 30, 2010 (Bankr. D. Ariz. Case No. 10-24062).  C. Taylor
Ashworth, Esq., and Christopher Graver, Esq., at Stinson Morrison
Hecker LLP, assist the Debtor in its restructuring effort.  In its
schedules, the Debtor disclosed $16,925,342 in assets and
$8,115,541 in debts.


BASHAS' INC: Court Confirms Chapter 11 Plan
-------------------------------------------
Bankruptcy Law360 reports that Judge James M. Marlar of the U.S.
Bankruptcy Court for the District of Arizona has confirmed the
Chapter 11 reorganization plan of Bashas' Inc., deeming the
"ambitious" proposal, which aims to pay back creditors in full,
feasible and fair.

                        About Bashas' Inc.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assists the Debtors in their restructuring efforts.  Michael W.
Carmel, Ltd., is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' estimated assets and debts of $100
million to $500 million as of the Petition Date.


BELLISIO FOODS: Moody's Upgrades Corporate Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of Bellisio Foods, Inc., to B2 from B3 and the probability of
default rating to B3 from Caa1.  At the same time, Moody's
assigned a B2 rating to both the $18 million revolving credit
facility due 2014 and the $150 million term loan due 2014.  The
rating outlook is stable.

Upgrades:

  -- Corporate Family Rating, Upgraded to B2 from B3
  -- Probability of Default Rating, Upgraded to B3 from Caa1

Assignments:

  -- Senior Secured Bank Credit Facility due 2014, Assigned a
     rating of B2 (LGD3, 36%)

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

  -- Senior Secured Bank Credit Facility due 2013, Withdrawn,
     previously rated B2, LGD2, 27%

                        Ratings Rationale

The upgrade of Bellisio's CFR to B2 reflects Moody's view that the
recent amendment and extension of its first lien credit facility
and the repayment of its second lien loans has meaningfully
improved Bellisio's financial flexibility by reducing its annual
interest costs, extending maturities and relaxing covenant
requirements.  Further, the B2 rating reflects Moody's expectation
that Bellisio will maintain financial leverage below 4.0x, solid
interest coverage metrics and a good liquidity profile, despite
high loan amortization requirements, over the next twelve months.

The ratings are currently viewed as solidly positioned in the
rating category.  Moody's could potentially consider a negative
rating action if Bellisio failed to generate free cash flow over
several quarters, requiring Bellisio to access its revolver, or if
leverage were to approach 4.5x.  Conversely, upward ratings
momentum is currently viewed as unlikely prior to a reduction in
leverage to 3.0x given Moody's view that the company's rating is
limited by its scale and product diversification relative to other
packaged food companies.

The last rating action on Bellisio was the December 1, 2009,
downgrade of the CFR to B3 and placement of the ratings on review
for further downgrade.

Bellisio is producer of frozen entrees and snacks under the
Authentico, Budget Gourmet, Lean Gourmet, Traditional Recipe's and
Grande brands.

                     Regulatory Disclosures

Information sources used to prepare the credit rating are these:
parties involved in the ratings, public information and
confidential and proprietary Moody's Investors Service's
information.

Moody's Investors Service considers the quality of information
available on the issuer satisfactory for the purposes of
maintaining a credit rating.

Moody's Investors Service adopts all necessary measures so that
the information it uses in assigning a credit rating is of
sufficient quality and from reliable sources; however, Moody's
Investors Service does not and cannot in every instance
independently verify, audit or validate information received in
the rating process.


BERNARD MADOFF: U.S. Judge Orders HSBC to Turn Over Reviews
-----------------------------------------------------------
Lindsay Fortado at Bloomberg News reports that U.S. Bankruptcy
Judge Burton Lifland ruled that HSBC Holdings Plc should turn over
internal reviews of potential fraud and other operational risks at
Bernard Madoff's business from 2006 and 2008.

According to the report, Judge Lifland, in an Aug. 17 ruling,
agreed to ask the High Court in London to order HSBC to hand over
reports, contracts, audio recordings and documents related to
examinations conducted by an affiliate of KPMG International.
HSBC acted as custodian bank for several funds that invested with
Mr. Madoff.

According to Bloomberg, HSBC and UBS AG, based in Zurich, face
dozens of investor lawsuits in Europe over claims they failed in
their duties as custodians for European Union-regulated funds.
Irving H. Picard, the trustee liquidating Mr. Madoff's assets, is
also suing hedge funds and other parties that profited from the
$65 billion fraud to repay victims.

                    About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L.
Madoff orchestrated the largest Ponzi scheme in history, with
losses topping US$50 billion.

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.  The District Court's Protective Order (i) appointed
Irving H. Picard, Esq., as trustee for the liquidation of BLMIS,
(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)
removed the SIPA Liquidation proceeding to the Bankruptcy Court
(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

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 in
United States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of August 13, 2010, a total of $5,578,441,409 in claims by
investors has been allowed, with $715,602,064 to be paid by the
SIPC.  Investors are expected to receive additional distributions
from money recovered by Mr. Picard.

Mr. Picard has recovered a number of assets and in liquidated some
of those assets for the benefit of customers, totaling
$1,183,779,811 as of November 2009.


BERRY PLASTICS: Posts $21.40 Million Net Loss for July 3 Quarter
----------------------------------------------------------------
Berry Plastics Corporation filed its quarterly report on Form 10-
Q, reporting net loss of $21.40 million on $1.168 billion of net
sales for the quarterly period ended July 3, 2010, compared with
net income of $1.3 million on $769.70 million of net sales for the
quarterly period ended July 27, 2009.

The Company's balance sheet at July 3, 2010, showed $5.71 billion
in total assets, and $5.44 billion in total liabilities, and a
$268.5 million total stockholders' equity.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6949

                      About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At January 2, 2010 the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P. and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On December 3, 2009, Berry Plastics obtained control of 100% of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

                           *     *     *

Berry Plastics has a 'B3' corporate family rating, with stable
outlook, from Moody's Investors Service.  Moody's said in April
2010 that Berry's B3 CFR reflects weakness in certain credit
metrics, financial aggressiveness and acquisitiveness and a
continued difficult operating and competitive environment
especially in the flexible plastics and tapes segments.  The
rating also reflects the Company's exposure to more cyclical end
markets, relatively weak contracts with customers and a high
percentage of commodity products.


BI-LO LLC: Court Limits Bruno's Trustee's Ability to Pursue Claims
------------------------------------------------------------------
Judge Helen E. Burris of the U.S. Bankruptcy Court for the
District of South Carolina, who is presiding over the Chapter 11
case of BFW Liquidation, LLC, f/k/a Bruno's Supermarkets, LLC,
held that William Kaye, Liquidating Trustee for BFW, may not
liquidate Bruno's claims against BI-LO LLC in the bankruptcy court
handling Bruno's Chapter 11 case.  The claims filed by BI-LO and
the Bruno's Trustee against each other and defenses can be
resolved by the bankruptcy courts in which they filed their proofs
of claim, the judge said.

According to the Court's order, Bruno's filed $300,749,195 in
claims against BI-LO.  BI-LO filed $16,306,529 in claims against
Bruno's.

   http://www.leagle.com/unsecure/page.htm?shortname=inbco20100813493

                          About BI-LO LLC

Headquartered in Mauldin, South Carolina, BI-LO LLC operates 214
supermarkets in South Carolina, North Carolina, Georgia and
Tennessee, and employs approximately 15,500 people.

Dallas-based Lone Star Funds bought the business in 2005 from
Koninklijke Ahold NV, the Dutch supermarket operator.  Lone Star
also owns Bruno's Supermarkets LLC, a chain of 66 stores
that filed under Chapter 11 in February in Birmingham, Alabama.

BI-LO and its affiliates filed for Chapter 11 bankruptcy
protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140).
George B. Cauthen, Esq., Frank B. Knowlton, Esq., at Nelson
Mullins Riley & Scarborough, L.L.P; Josiah M. Daniel, III, Esq.,
Katherine D. Grissel, Esq., at Vinson & Elkins L.L.P. in Dallas;
and Dov Kleiner, Esq., Alexandra S. Kelly, Esq., at Vinson &
Elkins L.L.P., in New York, served as bankruptcy counsel.
Kurtzman Carson Consultants LLC served as notice and claims agent.
BI-LO estimated between $100 million and $500 million each in
assets and debts.

BI-LO's Plan of Reorganization was confirmed by the Bankruptcy
Court on April 29, 2010.  Lone Star Funds made a $150 million
equity investment in BI-LO and remains majority owner.  In May
2010, BI-LO emerged from bankruptcy.

Also in May, Standard & Poor's Ratings Services assigned its 'B'
corporate credit rating to reorganized BI-LO.  "The rating
reflects BI-LO's participation in the intensely competitive
supermarket industry, an older store base in need of capital
investment, regional concentration, as well as high debt leverage
upon emergence from Chapter 11," Standard & Poor's credit analyst
Ana Lai said at that time.  S&P noted BI-LO faces strong
competition from larger competitors such as Wal-Mart, Food Lion,
Ingles, Publix, and Kroger.

                    About Bruno's Supermarkets

Bruno's Supermarkets LLC -- now known as BFW Liquidation, LLC --
is a privately held company headquartered in Birmingham, Alabama.
Bruno's is the parent company of the Bruno's, Food World, and
FoodMax grocery store chains, which includes 23 Bruno's, 41 Food
World, and 2 FoodMax locations in Alabama and the Florida
panhandle.  Founded in 1933, Bruno's has operated as an
independent company since 2007 after undergoing several
transitions and changes in ownership starting in 1995.  The
current owner is Lone Star Funds, a Dallas-based investor.

Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr.
N.D. Ala. Case No. 09-00634).  Burr & Forman LLP is the Debtor's
lead counsel.  Najjar Denaburg, P.C., is the Debtor's conflicts
counsel.  Greenberg Traurig, LLP, is the official committee of
unsecured creditors' counsel.  Alvarez & Marsal is the Debtor's
restructuring advisor. Bruno's estimated between $100 million and
$500 million each in assets and debts in its Chapter 11 petition.

Bruno's has sold 56 of its stores to C&S Wholesale Grocers Inc.,
$45.8 million.  C&S will operate 31 stores and liquidated the
remainder.


BIOVEST INT'L: Posts $9.11MM Net Income for June 30 Quarter
-----------------------------------------------------------
Biovest International Inc. reported a $9,111,000 net income for
the three months ended June 30, 2010, from a $7,309,000 net loss
for the same period in 2009.  The Company posted a $11,978,000 net
loss for the six months ended June 30, 2010, from a $13,133,000
net loss for the same period a year ago.

Total revenues were $1,566,000 for the second quarter of 2010,
from $868,000 for the second quarter 2009.  Total revenues were
$4,244,000 for the first half of 2010, from $2,513,000 for the
first half of 2009.

As of June 30, 2010, the Company had $3,946,000 total assets;
$84,971,000 total liabilities; and a $81,025,000 stockholders'
deficit.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?6957

                        Chapter 11 Update

On May 14, 2010, the Company filed its Joint Plan of
Reorganization.  On July 2, the Company filed its Joint Disclosure
Statement with the Bankruptcy Court.  On August 9, the Bankruptcy
Court held a hearing on the Joint Disclosure Statement and
scheduled a confirmation hearing on the Joint Plan of
Reorganization for September 22.

                    About Biovest International

Based in Tampa, Florida, Biovest International Inc. (OTCQB:
BVTI) -- http://www.biovest.com/-- is a pioneer in the
development of advanced individualized immunotherapies for life-
threatening cancers of the blood system.  Biovest is a majority-
owned subsidiary of Accentia Biopharmaceuticals Inc., with its
remaining shares publicly traded.

Accentia Biopharmaceuticals and nine affiliates filed for Chapter
11 protection on November 10, 2008 (Bankr. M.D. Fla., Lead Case
No. 08-17795).  Charles A. Postler, Esq., and Elena P. Ketchum,
Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida; and
Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar, P.A., represent
the Debtors as counsel.  Attorneys at Olshan Grundman Frome
Rosenzweig, and Genovese Joblove & Battista PA, represent the
official committee of unsecured creditors.  The Debtors said
assets totalled $134,919,728 while debts were $77,627,355 as of
June 30, 2008.

The Accentia affiliates that filed for Chapter 11 included Biovest
(Bankr. M.D. Fla. Case No. 08-17796).


BLAKE'S DOUBLE D: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Blake's Double D, Inc.
        3080 - 34th Street North
        Saint Petersburg, FL 33713

Bankruptcy Case No.: 10-19606

Chapter 11 Petition Date: August 16, 2010

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

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

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

A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-19606.pdf

The petition was signed by Suzanne Ferry, vice president.


BLOCKBUSTER INC: Must Pay Bondholders' Legal Fees
-------------------------------------------------
Blockbuster Inc., is required under its recent forbearance
agreement with bondholders to pay outstanding fees and expenses of
Houlihan, Lokey, Howard & Zukin, Inc. and Sidley Austin LLP, the
bondholders' advisors, as well as the outstanding fees and
expenses of Benjamin S. Feingold, as Studio Advisor to the
Forbearing Noteholders.

Blockbuster and the guarantors -- under the Indenture dated
October 1, 2009, by and among the Company, the Guarantors and U.S.
Bank National Association, as Trustee, in respect of the Company's
$675,000,000 principal amount of 11.75% Senior Secured Notes due
2014 -- on August 12, 2010, entered into a forbearance agreement
with holders who have represented that they hold roughly 70% of
the outstanding principal amount of the Notes.

Based on the terms of the Forbearance Agreement, the Forbearing
Holders agreed to, among other things, forbear from taking any
action to enforce certain of their rights or remedies under the
Indenture with respect to the Company's failure (A) on July 1,
2010 (i) to redeem a portion of the Notes pursuant to the
Indenture and the Notes -- Amortization Payment Default; and (ii)
to pay interest on the Notes -- Interest Payment Default; and (B)
to comply with certain reporting obligations under the Indenture.
The Forbearance Agreement is effective until the earliest of (a)
September 30, 2010, (b) the occurrence or existence of any Default
or Event of Default other than the Specified Defaults, and (c) the
occurrence of certain other events as described in the Forbearance
Agreement.

The Forbearance Agreement contains covenants by the Company to,
among other things: (i) continue to employ a chief restructuring
officer who will assist with all restructuring initiatives of the
Company, and (ii) provide to the Trustee and to counsel and the
financial advisors to the Forbearing Holders (a) a 13-week
treasury cash flow forecast no later than Thursday of each week,
(b) executive summary reports no later than Thursday of each week,
and (c) period financial reports each month no later than 21 days
after the end of the prior month.  The Company also agreed to
continue weekly telephonic and written communication with counsel
and the financial advisors to the Forbearing Holders to review,
among other things, the weekly reports and to provide updates on
strategic processes.

A full-text copy of the Forbearance Agreement is available at no
charge at http://ResearchArchives.com/t/s?698b

                      About Blockbuster Inc.

Blockbuster Inc. -- http://www.blockbuster.com/-- is a global
provider of rental and retail movie and game entertainment.  It
has a library of more than 125,000 movie and game titles.

The Company's balance sheet as of July 4, 2010, showed $1.155
billion in total assets, $1.606 billion in total liabilities, and
a stockholders' deficit of $450.8 million.

PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt
about the Company's ability to continue as a going concern
following Blockbuster's 2009 results.

In February 2010, Blockbuster hired law firm Weil, Gotshal &
Manges and investment bank, Rothschild Inc., to explore strategies
for cutting the Company's $1 billion debt load.

In March 2010, the Company said it was seeking to refinance its
debt and could be forced into bankruptcy.

Blockbuster has received from bondholders a series of moratoriums
on payment of principal and interest, the latest of which expires
September 30, 2010.  According to Bloomberg News, Blockbuster
received the latest one-month reprieve from creditors so it can
prepare for a possible bankruptcy filing in September.


BOSTON GENERATING: Swaps Committee Asked to Rule on Credit Event
----------------------------------------------------------------
Jody Shenn at Bloomberg News reports that the committee of banks
and investors that governs credit-default swaps in North America
was asked to rule whether contracts that included protection for
buyers against a default by Boston Generating LLC should be
triggered.  The International Swaps and Derivatives Association's
determinations committee will decide whether a bankruptcy filing
by Boston Generating should be considered a "credit event" under
the derivatives contracts.

According to the Bloomberg report, Boston Generating is one of 100
constituents of the LCDX 14 index used to create default swaps
tied to company loans.  A net total of $979.4 million of the
contracts are outstanding, compared with $4.3 billion gross, when
counting offsetting trades between dealers, according to
Depository Trust & Clearing Corp. data.

                     About Boston Generating

Boston Generating supplies electricity in the New England
power market, operating natural gas and oil-fired generating
facilities.  Its parent, EBG Holdings LLC, is a division of New
York-based U.S. Power Generating Co.

Boston Generating LLC and EBG Holdings LLC's five other wholly
owned subsidiaries voluntary Chapter 11 petitions on August 18
(Bankr. S.D.N.Y. Lead Case No. 10-14419).

The Company is seeking to sell its assets pursuant to Section 363
of the U.S. Bankruptcy Code.  Constellation Energy was selected as
the stalking horse bidder for the 2,950 MW fleet, the third
largest power generating portfolio in the New England region.
Constellation Energy signed an asset purchase agreement for
approximately $1.1 billion.


BOSTON GENERATING: Bankruptcy Cues S&P to Cut Rating to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services reports that the U.S.
electricity generator Boston Generating LLC was filed into
bankruptcy.

S&P lowered the ratings on the first-lien bank loan and credit
facilities to 'D' from 'CC' and the second-lien bank loan to 'D'
from 'C'.

Recovery ratings are unchanged.


BOSTON GENERATING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Boston Generating, LLC
        505 Fifth Avenue
        21st Floor
        New York, N.Y. 10017

Bankruptcy Case No.: 10-14419

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                Case No.
     ------                                --------
     EBG Holdings LLC                      10-14417
     Fore River Development, LLC           10-14420
     Mystic, LLC                           10-14421
     Mystic Development, LLC               10-14422
     BG New England Power Services, Inc.   10-14423
     BG Boston Services, LLC               10-14424

Type of Business: Privately-held Boston Generating owns nearly
                  3,000 megawatts of mostly modern natural
                  gas-fired power plants in the Boston area.
                  It is an indirect subsidiary of US Power
                  Generating Co., and considers itself as the
                  third-largest fleet of plants in New England.

Chapter 11 Petition Date: August 18, 2010

Bankruptcy Court: U.S. Bankruptcy Court
                  Southern District of New York (Manhattan)

Debtors' Counsel: D. J. Baker, Esq.
                  LATHAM & WATKINS LLP
                  885 Third Avenue
                  New York, NY 10022-4834
                  Tel: (212) 906-1200
                  Fax: (212) 751-4864
                  E-mail: dj.baker@lw.co

Debtors'
Investment
Banker:           JP Morgan Securities

Debtors'
Financial
Advisor:          Perella Weinberg Partners, LP

Debtors'
Regulatory
Counsel:          Brown Rudnick LLP

Debtors'
Restructuring
Consultant:       FTI Consulting, Inc.

Debtors'
Conflicts
Counsel:          Anderson Kill & Olick, P.C.

Debtors'
Claims Agent:     The Garden City Group, Inc.

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion

The petition was signed by Jeff Hunter, vice president and chief
financial officer.

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


BRISAM COVINA: Files for Chapter 11 Protection
----------------------------------------------
Brisam Covina LLC sought Chapter 11 bankruptcy protection from
creditors (Bankr. E.D.N.Y. Case No. 10-76441) on August 17.

Brisam Covina LLC owns and operates a Radisson Suites Hotel in
Covina, California.  The 63,431-square-foot hotel is a complex of
two and three story buildings, with a total of 259 guest suites.
The Company, based in Uniondale, New York, estimated $10 million
to $50 million in both assets and debts in its Chapter 11
petition.

Michael Bathon and Carla Main at Bloomberg News report that the
Company said it sought bankruptcy protection after the recession
and renovations caused occupancy rates to fall.


BRISAM COVINA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Brisam Covina LLC
          dba Radisson Sultes Hotel Covina
        1201 RXR Plaza
        Uniondale, NY 11556
        Tel: (516) 622-9200

Bankruptcy Case No.: 10-76441

Chapter 11 Petition Date: August 17, 2010

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: John Westerman, Esq.
                  Mickee M. Hennessy, Esq.
                  WESTERMAN BALL EDERER MILLER & SHARFSTEI
                  1201 RXR Plaza
                  Uniondale, NY 11556
                  Tel: (516) 622-9200
                  Fax: (516) 622-9212
                  E-mail: jwesterman@westermanllp.com
                          mhennessy@westermanllp.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Sam Chang, manager.


BRUNO'S SUPERMARKETS: Court Limits Ability to Pursue BI-LO Claims
-----------------------------------------------------------------
Judge Helen E. Burris of the U.S. Bankruptcy Court for the
District of South Carolina, who is presiding over the Chapter 11
case of BFW Liquidation, LLC, f/k/a Bruno's Supermarkets, LLC,
held that William Kaye, Liquidating Trustee for BFW, may not
liquidate Bruno's claims against BI-LO LLC in the bankruptcy court
handling Bruno's Chapter 11 case.  The claims filed by BI-LO and
the Bruno's Trustee against each other and defenses can be
resolved by the bankruptcy courts in which they filed their proofs
of claim, the judge said.

According to the Court's order, Bruno's filed $300,749,195 in
claims against BI-LO in BI-LO's Chapter 11 case.  BI-LO filed
$16,306,529 in claims against Bruno's in the latter's bankruptcy
case.

   http://www.leagle.com/unsecure/page.htm?shortname=inbco20100813493

                          About BI-LO LLC

Headquartered in Mauldin, South Carolina, BI-LO LLC operates 214
supermarkets in South Carolina, North Carolina, Georgia and
Tennessee, and employs approximately 15,500 people.

Dallas-based Lone Star Funds bought the business in 2005 from
Koninklijke Ahold NV, the Dutch supermarket operator.  Lone Star
also owns Bruno's Supermarkets LLC, a chain of 66 stores
that filed under Chapter 11 in February in Birmingham, Alabama.

BI-LO and its affiliates filed for Chapter 11 bankruptcy
protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140).
George B. Cauthen, Esq., Frank B. Knowlton, Esq., at Nelson
Mullins Riley & Scarborough, L.L.P; Josiah M. Daniel, III, Esq.,
Katherine D. Grissel, Esq., at Vinson & Elkins L.L.P. in Dallas;
and Dov Kleiner, Esq., Alexandra S. Kelly, Esq., at Vinson &
Elkins L.L.P., in New York, served as bankruptcy counsel.
Kurtzman Carson Consultants LLC served as notice and claims agent.
BI-LO estimated between $100 million and $500 million each in
assets and debts.

BI-LO's Plan of Reorganization was confirmed by the Bankruptcy
Court on April 29, 2010.  Lone Star Funds made a $150 million
equity investment in BI-LO and remains majority owner.  In May
2010, BI-LO emerged from bankruptcy.

Also in May, Standard & Poor's Ratings Services assigned its 'B'
corporate credit rating to reorganized BI-LO.  "The rating
reflects BI-LO's participation in the intensely competitive
supermarket industry, an older store base in need of capital
investment, regional concentration, as well as high debt leverage
upon emergence from Chapter 11," Standard & Poor's credit analyst
Ana Lai said at that time.  S&P noted BI-LO faces strong
competition from larger competitors such as Wal-Mart, Food Lion,
Ingles, Publix, and Kroger.

                    About Bruno's Supermarkets

Bruno's Supermarkets LLC -- now known as BFW Liquidation, LLC --
is a privately held company headquartered in Birmingham, Alabama.
Bruno's is the parent company of the Bruno's, Food World, and
FoodMax grocery store chains, which includes 23 Bruno's, 41 Food
World, and 2 FoodMax locations in Alabama and the Florida
panhandle.  Founded in 1933, Bruno's has operated as an
independent company since 2007 after undergoing several
transitions and changes in ownership starting in 1995.  The
current owner is Lone Star Funds, a Dallas-based investor.

Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr.
N.D. Ala. Case No. 09-00634).  Burr & Forman LLP is the Debtor's
lead counsel.  Najjar Denaburg, P.C., is the Debtor's conflicts
counsel.  Greenberg Traurig, LLP, is the official committee of
unsecured creditors' counsel.  Alvarez & Marsal is the Debtor's
restructuring advisor. Bruno's estimated between $100 million and
$500 million each in assets and debts in its Chapter 11 petition.

Bruno's has sold 56 of its stores to C&S Wholesale Grocers Inc.,
$45.8 million.  C&S will operate 31 stores and liquidated the
remainder.


CARIBBEAN PETROLEUM: Organizational Meeting Set for Aug. 26
-----------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on August 26, 2010, at
10:00 a.m. in the bankruptcy case of Caribbean Petroleum Corp., et
al.  The meeting will be held at J. Caleb Boggs Federal Building,
844 King Street, Room 5209, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

San Juan, Puerto Rico-based Caribbean Petroleum Corporation
aka CAPECO owns and operates certain facilities in Bayomon, Puerto
Rico for the import, offloading, storage and distribution of
petroleum products.

Caribbean Petroleum filed for Chapter 11 protection on August 12,
2010 (Bankr. D. Del. Case No. 10-12553).  Jason M. Madron, Esq.,
at Richards, Layton & Finger, P.A., assists the Debtor in its
restructuring effort.  Cadwalader, Wickersham & Taft LLP is the
Debtor's co-counsel.  FTI Consulting Inc. is the Debtor's
financial advisor.  Kevin Lavin of FTI Consulting Inc. is the
Debtor's chief restructuring officer.

The Debtor estimated its assets at $100 million to $500 million
and its debts at $500 million to $1 billion in its Chapter 11
petition.

Affiliates Caribbean Petroleum Refining, L.P. (Bankr. D. Del. Case
No. 10-12554), and Gulf Petroleum Refining (Puerto Rico)
Corporation (Bankr. D. Del. Case No. 10-12555), filed separate
Chapter 11 petitions on August 12, 2010.


CELOTEX CORP: Colleges Fail to Get More From Firm's Asbestos Trust
------------------------------------------------------------------
Bankruptcy Law360 reports that a federal appeals court has shot
down an attempt by several colleges to get more money out of an
asbestos settlement trust set up in the Celotex Corp. bankruptcy,
ruling that they are not entitled to interest on their claims.

A landmark 2007 decision that awarded New York City $44 million
did not create a right to recover interest on payouts, the U.S.
Court for the Eleventh Circuit ruled on August 11, according to
Law360.

                        About Celotex Corp.

Thirty-seven colleges and universities filed an adversary
proceeding (Bankr. M.D. Fla. Adv. Pro. No. 09-00558) against The
Celotex Asbestos Settlement Trust created under The Celotex
Corp.'s confirmed Chapter 11 plan, alleging that the truste and
its trustees breached their fiduciary duties in connection with
certain property damage claims.  One university subsequently filed
amended complaint as a "representative" for "class members"
described in the amended complaint.  The Trust moved to dismiss
the amended complaint, and the Honorable Paul M. Glenn granted
that request.

The Celotex Corporation manufactured, marketed, and distributed
building products.  Carey Canada Inc. mined asbestos until it
ceased operations in 1986.  Celotex and Carey Canada sought
chapter 11 protection (Bankr. M.D. Fla. Case No. 90-10016) on
Oct. 12, 1990.  At the time of the filing, Celotex and Carey
Canada had been named as defendants in thousands of lawsuits filed
by Asbestos Personal Injury Claimants, and in hundreds of lawsuits
filed by Asbestos Property Damage Claimants.  On Dec. 6, 1996, the
Bankruptcy Court entered an Order Confirming the Modified Joint
Plan of Reorganization for Celotex and Carey Canada.  A principal
feature of the confirmed Plan was the creation of the Asbestos
Settlement Trust under 11 U.S.C. Sec. 524(g) "to address,
liquidate, resolve, and disallow or allow and pay Asbestos Claims,
which will operate in accordance with the Asbestos Claims
Resolution Procedures."  In re The Celotex Corporation, 204 B.R.
586, 602 (Bankr. M.D.Fla. 1996).


CHAMART EXCLUSIVES: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Chamart Exclusives, Inc.
        39 N. Lawn Avenue
        Elmsford, NY 10523

Bankruptcy Case No.: 10-23684

Chapter 11 Petition Date: August 16, 2010

Court: U.S. Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Lewis D. Wrobel, Esq.
                  12 Raymond Avenue
                  Poughkeepsie, NY 12603
                  Tel: (845) 473-5411
                  Fax: (845) 473-3430
                  E-mail: lewiswrobel@verizon.net

Scheduled Assets: $2,825,860

Scheduled Debts: $695,069

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-23684.pdf

The petition was signed by Leny Davidson, president.


CHOA VISION: Files for Chapter 11 Protection in California
----------------------------------------------------------
CHOA Vision LLC filed for bankruptcy protection on August 18 in
Los Angeles, California (Bankr. C.D. Calif. Case No. 10-44798).

CHOA Vision is a hotel company based in Los Angeles.  It estimated
assets and debts of $10 million to $50 million in its Chapter 11
petition.

Zep Inc., a maker of disinfectants, is the largest unsecured
creditor with a $1.73 million claim.  The City of Hartford and the
State of Connecticut also have tax claims against the Debtor.


CLEAR CHOICE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Clear Choice USA, LLC
        2030 Powers Ferry Road, Suite 110
        Atlanta, GA 30339

Bankruptcy Case No.: 10-83795

Chapter 11 Petition Date: August 16, 2010

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: pmarr@mindspring.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-83795.pdf

The petition was signed by Dennis Johnson, manager.


COMMUNICATION INTELLIGENCE: Incurs $1.62MM Net Loss for Q2 2010
---------------------------------------------------------------
Communication Intelligence Corporation incurred a $1,620,000 net
loss for the three months ended June 30, 2010, from a
$2,861,000 net loss for the same period in 2009.  The Company
posted a $3,282,000 net loss for the six months ended June 30
2010, from a $4,130,000 loss for the same period a year ago.

The Company recorded total revenue of $213,000 for the three
months ended June 30, 2010, and total revenue of $419,000 for the
six months ended June 30, 2010.

As of June 30, 2010, the Company had $5,080,000 in total assets,
$7,589,000 in total liabilities, and a $2,509,000 stockholder's
deficit.

A full-text copy of the quarterly report on Form 10-Q submitted to
the Securities and Exchange Commission is available at no charge
at http://ResearchArchives.com/t/s?697a

                 About Communication Intelligence

Headquartered in Redwood Shores, California, Communication
Intelligence Corporation and its joint venture is a supplier of
electronic signature solutions for business process automation in
the financial industry as well as the recognized leader in
biometric signature verification.

GHP Horwath, P.C. in Denver, Colorado, the Company's auditor, has
expressed substantial doubt about its ability to continue as a
going concern.  The Company noted, in its Form 10-K for the year
ended Dec. 31, 2010, of its recurring losses and limited
liquidity.


CORUS BANKSHARES: FDIC Seeks Dismissal of Suit Over Tax Refunds
---------------------------------------------------------------
Eric Morath at Dow Jones Daily Bankruptcy Review reports that the
Federal Deposit Insurance Corp., as receiver for Corus Bank, on
Monday asked the U.S. Bankruptcy Court for the Northern District
of Illinois to dismiss a lawsuit by Corus Bankshares that seeks to
recoup more than $257 million in tax refunds stemming from the
bank's collapse.

"Because federal law expressly precludes" the lawsuit Bankshares
filed in bankruptcy court, "this action should be dismissed," the
FDIC said in court papers, according to Dow Jones.

The FDIC argues the bankruptcy court has no ability to rule on
such a lawsuit.  Federal banking law mandates that decisions made
in the receivership process can only be appealed to a district
court, the FDIC said.

The FDIC took over Corus Bank in September 2009 after regulators
seized the bank's assets.  The bank holding company subsequently
filed for Chapter 11 protection in June 2010.  Dow Jones notes tax
refunds are available to the bank because losses tracked to its
failure and seizure can be counted against years of taxes paid
when the lender profited from the building boom.

According to Dow Jones, Corus Bankshares says it is entitled to
those funds.  The refunds would provide some cash to repay
creditors, including bondholders owed more than $416 million.  The
FDIC, however, could lay claim to the tax refunds as it tries to
find money to pay creditors of the thrift.

Even before its bankruptcy filing, Corus Bankshares filed a claim
with the FDIC for the tax refunds.  The FDIC denied that claim in
June 2010.

Dow Jones relates that in a seemingly related move, Corus
Bankshares filed a second lawsuit against the FDIC Monday in
bankruptcy court.  In that lawsuit, Corus Bankshares seeks to
again lay claim to the tax refunds as well as other assets,
including a portion of the proceeds from the FDIC's sale of Corus
Bank's branches and MB Financial Inc. deposits.

Following the bank's seizure, the FDIC transferred to MB Financial
some $7 billion in deposits and 11 branches.  The FDIC later sold
most of Corus Bank's remaining assets, including construction
loans, to a group of investors that included Starwood Capital
Group.

                    About Corus Bankshares

Chicago, Illinois-based Corus Bankshares, Inc., is a bank holding
company.  Its lone operating unit, Corus Bank, N.A., closed
September 11, 2009, by regulators and the Federal Deposit
Insurance Corporation was named receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with MB Financial Bank, National Association, Chicago,
Illinois, to assume all of the deposits of Corus Bank.

The Company filed for Chapter 11 bankruptcy protection on June 15,
2010 (Bankr. N.D. Ill. Case No. 10-26881).  Kirkland & Ellis LLP's
James H.M. Sprayregen, Esq., David R. Seligman, Esq., and Jeffrey
W. Gettleman, Esq., serve as the Debtor's bankruptcy counsel.
Kinetic Advisors is the Company's restructuring advisor.  Plante &
Moran is the Company's auditor and accountant.  Kilpatrick
Stockton LLP's Todd Meyers, Esq., and Sameer Kapoor, Esq.; and
Neal Gerber & Eisenberg LLP's Mark Berkoff, Esq., Deborah Gutfeld,
Esq., and Nicholas M. Miller, Esq., represent the official
committee of unsecured creditors.  As of June 15, 2010, the
Company listed $314,145,828 in assets and $532,938,418 in
liabilities.


DAVID CHERHONIAK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: David C. Cherhoniak
        6 First Avenue
        East Haven, CT 06512

Bankruptcy Case No.: 10-32444

Chapter 11 Petition Date: August 16, 2010

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN
                  123 York Street, Suite 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  E-mail: ressmul@yahoo.com

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

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

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ctb10-32444.pdf


DIAMOND RANCH: Incurs $293,000 Net Loss for June 30 Quarter
-----------------------------------------------------------
Diamond Ranch Foods, Ltd., incurred a $292,981 net loss for the
three months ended June 30, 2010, from a $158,601 net loss for the
same period in 2009.  The Company reported revenue of $2,209,842
for the second quarter of this year, from $1,736,906 in the same
period in 2009.

As of June 30, 2010, the Company had $1,408,828 in total assets,
$6,274,635 in total liabilities and a $4,793,807 stockholder's
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?697b

                          Going Concern

The Company noted that it has experienced recurring net operating
losses, had a net loss of $292,981 for the three months ended June
30, 2010, and has a working capital deficiency of $5,056,528 as of
June 30, 2010.  "These factors raise substantial doubt about its
ability to continue as a going concern," the Company said in its
Form 10-Q.  "Without realization of additional working capital,
either through the sale of equity shares or increased revenues
from operations, it would be unlikely for it to continue as a
going concern."

                        About Diamond Ranch

Diamond Ranch Foods, Ltd. -- http://www.diamondranchfoods.com/--
is a meat processing and distribution company now located in the
Hunts Point Coop Market, Bronx, New York.  The Company's
operations consist of packing, processing, labeling, and
distributing products to a customer base, including, but not
limited to; in-home food service businesses, retailers, hotels,
restaurants, and institutions, deli and catering operators, and
industry suppliers.


DIGITAL TELECOMMUNICATIONS: Case Summary & Creditors List
---------------------------------------------------------
Debtor: Digital Telecommunications, Inc.
          aka DTI
        111 Riverfront, Suite 305
        Winona, MN 55987

Bankruptcy Case No.: 10-36001

Chapter 11 Petition Date: August 16, 2010

Court: US Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Dennis D. O'Brien

Debtor's Counsel: Clinton E. Cutler, Esq.
                  FREDRIKSON & BYRON, P.A.
                  200 South Sixth Street, Suite 4000
                  Minneapolis, MN 55402
                  Tel: (612) 492-7070
                  Fax: (612) 347-7077
                  E-mail: ccutler@fredlaw.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
filed together with the petition is available for free
at http://bankrupt.com/misc/mnb10-36001.pdf

The petition was signed by Tom Siewert, CFO.


DIGITALGLOBE INC: Moody's Affirms 'Ba3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service downgraded DigitalGlobe, Inc.'s
Speculative Grade Liquidity rating to SGL- 3 from SGL-1,
indicating adequate liquidity.  The action reflects Moody's
concern that the accelerated timeline of constructing the next
generation imaging satellite, WorldView-3, will weaken the
company's liquidity over the next 12 to 18 months.  As part of the
ratings action, Moody's affirmed all other ratings, including the
Ba3 corporate family rating, the Ba3 probability of default rating
and the Ba3 rating on the senior secured notes.  The outlook
remains stable.

On August 9, 2010 DigitalGlobe announced that the National
Geospatial-Intelligence Agency had awarded the company a new
contract for satellite imagery and related services.  In Moody's
view, the company's ratings are not impacted at this time, as the
greater future revenue certainty provided by the contract is
neutralized by the capital spending the company is undertaking to
build the WorldView-3 imaging satellite over the next four years
in order to fulfill its service obligations under the contract.

However, given the highly complex technology involved in the
construction of the imaging satellite in addition to the
uncertainties facing the satellite launch industry, cost overruns
are an endemic risk overhanging the rating.  Consequently, based
on Moody's estimates of internally generated funds by the company
over the next 12 to 15 months compared to the projected capital
spending on the new satellite, the company's liquidity may become
stressed towards the end of 2011.  The company's available
liquidity is comprised primarily of about $143 million of cash on
hand at 6/30/10.  Moody's projects that the company will run a
$100 million to $120 million free cash flow deficit over the next
year.  Moody's recognizes that the company's $625 million cost
estimate for the construction of the satellite, the related ground
station equipment and launch fees are likely at the upper end of
cost projections, given the company's history in deploying similar
WorldView-1 and WorldView-2 satellites in the last three years.
The company may also enhance its liquidity through more rapid
growth of services to customers outside the US government.
However, in Moody's view the liquidity cushion provided by the
company's cash balance, without the benefit of a backup revolving
credit facility or other sources of readily available liquidity,
is in line with an adequate liquidity assessment.

DigitalGlobe's Ba3 CFR primarily reflects the company's leading
position in a relatively nascent market for satellite imagery, and
in Moody's opinion the strong support for the commercial satellite
imagery industry by the US government.  The Ba3 rating also
derives support from the company's strong near-term financial
metrics, primarily expectations for adjusted Debt/EBITDA leverage
below the 2x range, offset by expected negative free cash flow
generation as the company ramps up capital expenditures towards
the completion and launch of its next-generation WorldView-3
satellite, expected to be deployed in the 2013-2014 time frame.
The ratings are tempered by the technology and business risks
manifest in the company's high customer and asset concentration
and the longer-term uncertainty relating to the company's strategy
to meet shareholder return expectations.

The NGA award under the EnhancedView program consists of $2.8
billion over 10 years for satellite imagery collected on the
company's existing satellites along with revenue commitments on
imagery collected from future satellites.  The contract also
provides for $750 million of ancillary services and infrastructure
enhancements that DigitalGlobe will provide to NGA over the ten
year period.  In Moody's view the contract award is the
continuation of a demonstrated history of support for the
commercial satellite imagery industry by the US government.

Moody's most recent rating action on DigitalGlobe was on April 15,
2010, at which time Moody's upgraded the company's liquidity
rating to SGL-1 from SGL-2.

DigitalGlobe's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of DigitalGlobe's core industry and DigitalGlobe's ratings
are believed to be comparable to those of other issuers of similar
credit risk.

Headquartered in Longmont, CO, DigitalGlobe is a commercial
satellite imagery company which operates a constellation of three
Earth imaging satellites -- WorldView-1, WorldView-2 and QuickBird


DHP HOLDINGS: Bankruptcy Court Won't Hear Peter Skop Dispute
------------------------------------------------------------
In DHP Holdings II Corp., et al., v. Peter Skop Industries, Inc.,
adv. case no. 09-52811 (Bankr. D. Del.), debtor DHP Holdings II
and its subsidiaries sued PSI for failing to pay $123,261 for
products shipped between October 12, 2008, and February 1, 2009.
The Debtors seek a judgment for turnover of property pursuant
Section 542 of the Bankruptcy Code, breach of contract, and to
disallow any claims of PSI pursuant to Section 502(d).  PSI denies
that it owes, arguing that, among other things, the Debtors
fraudulently misrepresented their financial condition in order to
induce PSI to purchase products, even though the Debtors were
aware that they would not be able to satisfy their warranty
obligations.

PSI argues that it has a right to a jury trial and therefore, that
handling the dispute in bankruptcy court is inappropriate.  PSI
asserts that it did not file any counter-claims, but only
affirmative defenses, which should not affect its right to trial
by jury.  The Debtors argue that there is no right to trial by
jury because PSI raised the affirmative defense of fraud.
Furthermore, they state that this factor is not dispositive
because the reference could be withdrawn and the adversary
proceeding transferred to the District Court for a jury trial.

"PSI's motion for abstention will be granted," Judge Mary F.
Walrath held on August 13, 2010.  The Bankruptcy Court is not
authorized to conduct jury trials, Judge Walrath said, citing
LaRoche Indus., Inc. v. Orica Nitrogen LLC (In re LaRoche Indus.,
Inc.), 312 B.R. 249, 254 (Bankr. D. Del. 2004).  Judge Walrath
also held that breach of contract actions are triable by jury,
citing Fruit of the Loom, Inc. v. Magnetek, Inc. (In re Fruit of
the Loom, Inc.), 407 B.R. 593, 600 (Bankr. D. Del. 2009).

   http://www.leagle.com/unsecure/page.htm?shortname=inbco20100813482

                    About DHP Holdings II

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The Company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The Company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors
as counsel.  The Debtors tapped AEG Partners as restructuring
consultants, and Craig S. Dean as chief restructuring officer and
Kevin Willis as assistant chief restructuring officer.  The Court
approved Epiq Bankruptcy Solutions LLC as noticing, claims and
balloting agent.  As of November 29, 2008, the Company had
$132.5 million in total assets and $133.2 million in total
liabilities.

The Court has converted the Debtors' Chapter 11 cases to Chapter 7
liquidation.  As reported in the Troubled Company Reporter on
July 19, 2010, the Debtors sought Chapter 7 conversion, citing
that they have wound down and ceased their operations, and have
liquidated substantially all of their tangible assets.  The
Debtors do not believe they will be able to propose or confirm a
Plan in the Chapter 11 cases, and are incurring administrative
expenses.


DK AGGREGATES: Files Schedules of Assets & Liabilities
------------------------------------------------------
DK Aggregates LLC has filed with the U.S. Bankruptcy Court for the
Southern District of Mississippi its schedules of assets and
liabilities, disclosing:

  Name of Schedule                    Assets           Liabilities
  ----------------                    ------           -----------
A. Real Property                   $14,000,000
B. Personal Property                $3,025,695
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $5,100,000
E. Creditors Holding
   Unsecured Priority
   Claims                                                $200,000
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $1,704,953
                                   -----------        -----------
      TOTAL                        $17,025,695         $7,004,953

Pearlington, Mississippi-based DK Aggregates LLC filed for Chapter
11 bankruptcy protection on August 9, 2010 (Bankr. S.D. Miss. Case
No. 10-51823).  Robert Alan Byrd, Esq., at Byrd & Wiser, assists
the Debtor in its restructuring effort.


DK AGGREGATES: Section 341(a) Meeting Scheduled for Sept. 27
------------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of DK
Aggregates LLC's creditors on September 27, 2010, at 10:30 a.m.
The meeting will be held at Hancock Bank Building, 2510 14th
Street, Room 920, Gulfport, MS 39501.

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

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

Pearlington, Mississippi-based DK Aggregates LLC filed for Chapter
11 bankruptcy protection on August 9, 2010 (Bankr. S.D. Miss. Case
No. 10-51823).  Robert Alan Byrd, Esq., at Byrd & Wiser, assists
the Debtor in its restructuring effort.  The Debtor estimated its
assets at $10 million to $50 million and its debts at $1 million
to $10 million.


DK AGGREGATES: Taps Byrd & Wiser as Bankruptcy Counsel
------------------------------------------------------
DK Aggregates LLC asks for authorization from the U.S. Bankruptcy
Court for the Southern District of Mississippi to employ Byrd &
Wiser as bankruptcy counsel.

Robert Alan Byrd, Esq., an attorney at Byrd & Wiser, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Pearlington, Mississippi-based DK Aggregates LLC filed for Chapter
11 bankruptcy protection on August 9, 2010 (Bankr. S.D. Miss. Case
No. 10-51823).  The Debtor estimated its assets at $10 million to
$50 million and its debts at $1 million to $10 million.


EAT AT JOE'S: Incurs $179,000 Net Loss for June 30 Quarter
----------------------------------------------------------
Eat at Joe's Ltd., incurred a $178,881 net loss for the three
months ended June 30, 2010, from a $84,994 net loss for the same
period in 2009.  The Company posted a $346,479 net loss for the
six months ended June 30 2010, from a $33,858 loss for the same
period a year ago.

The Company also recorded total revenue of $290,525 for the three
months ended June 30, 2010, and total revenue of $572,651 for the
six months ended June 30, 2010.

As of June 30, 2010, the Company had $1,402,266 in total assets,
$4,985,664 in total liabilities and a $3,583,398 stockholder's
deficit.

A full-text copy of the Company's quarterly report on Form 10-Q
that was filed with the Securities and Exchange Commission is
available at no charge at http://ResearchArchives.com/t/s?697c

Scarsdale, N.Y.-based Eat at Joe's, Ltd., presently owns and
operates one theme restaurant located in Philadelphia,
Pennsylvania.


EAU TECHNOLOGIES: Posts 3.85$MM Net Income for June 30 Quarter
--------------------------------------------------------------
EAU Technologies Inc. reported a $3,846,465 net income for the
three months ended June 30, 2010, from a $221,786 net loss for the
same period in 2009.  The Company posted a $3,623,194 net income
for the six months ended June 30, 2010, from a $1,084,958 net loss
for the same period a year ago.

Total revenues were $139,631 for the second quarter of 2010, from
$203,975 for the second quarter 2009.  Total revenues were
$302,033 for the first half of 2010, from $358,625 for the first
half of 2009.

The Company posted a net income despite a decline in revenues due
to a gain on derivative liability of $4,441,213 in the second
quarter of 2010 and $579,242 in the same period in 2009.

As of June 30, 2010, the Company had $2,901,336 total assets;
$6,571,986 total liabilities; and a $3,670,650 stockholders'
deficit.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?6956

Kennesaw, Ga.-based EAU Technologies, Inc., previously known as
Electric Aquagenics Unlimited, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
as well as dairy drinking water.  These fluids have various
commercial applications and may be used in commercial food
processing and agricultural products that clean, disinfect,
remediate, hydrate and moisturize.

                           *     *     *

HJ & Associates, LLC, in Salt Lake City, expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's 2009 financial statements.  The
independent auditors noted that the Company has a working capital
deficit as well as a deficit in stockholders equity.


ETHANEX ENERGY: McGuireWoods Seeks Docs. for Securities Suit
------------------------------------------------------------
Bankruptcy Law360 reports that McGuireWoods LLP has asked a
federal judge to force SEMO Milling LLC to fork over documents
related to a lawsuit against the firm over an alleged securities
fraud scheme, which the bankruptcy trustee for Ethanex Energy Inc.
says helped push Ethanex into Chapter 7.

Law360 says McGuireWoods filed a motion to compel, signed by Cathy
Dean of Polsinelli Shughart P.C., in the U.S. District Court for
the Eastern District of Missouri on August 16.

Headquartered Basehor, Kansas, Ethanex Energy (OTCBB: EHNX) --
http://www.ethanexenergy.com-- is a renewable energy company
whose mission is to be the lowest cost producer of renewable
energy by employing advanced technology in design, construction
and operation of ethanol plants.


FANNIE MAE: Representatives Critical of Policy of Suing Defaulters
------------------------------------------------------------------
American Bankruptcy Institute reports that Reps. John Conyers (D-
Mich.) and Marcy Kaptur (D-Ohio) are circulating a letter
expressing serious concerns about a new policy in which Fannie Mae
will sue homeowners who have "strategically defaulted" on their
mortgages.

                          About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


FIRSTPAY INC: 4th Cir. Remands Preference Suit v. U.S. Gov't
------------------------------------------------------------
Creditors filed an involuntary Chapter 7 bankruptcy petition
against FirstPay Incorporated in the United States Bankruptcy
Court for the District of Maryland in May 2003, and Michael Wolff
was appointed Trustee of the bankruptcy estate.  Some of
FirstPay's former clients filed proofs of claim against the
bankruptcy estate, prompted by the U.S. government's efforts to
collect taxes from them that they had already remitted to FirstPay
but which remained unpaid.

The bankruptcy court adjudicated a nine-count complaint in an
adversary proceeding commenced by the Trustee against the
Government.  The Trustee sought, inter alia, avoidance of alleged
preferences and alleged fraudulent conveyances amounting to
hundreds of millions of dollars in payments to the Internal
Revenue Service FirstPay made on behalf of its clients.  The
Government prevailed before the bankruptcy court, on summary
judgment as to three counts, and after a trial on the remaining
six counts.  Upon an initial appeal to the district court, the
judgment of the bankruptcy court was affirmed in (substantial)
part and vacated in part, and the case was remanded for further
proceedings as to two claims.  Upon the bankruptcy court's
consideration of the remanded claims, the bankruptcy court,
deeming itself constrained by the order of the district court,
granted summary judgment in favor of the Trustee on one of the
preference claims.  Upon the Government's subsequent appeal, the
district court affirmed.

Before the United States Court of Appeals for the Fourth Circuit,
the parties challenge virtually each and every one of the findings
of fact and legal conclusions reached by the lower courts.  For
the reasons set forth within, in the Government's appeal, No.
09-1076, the Fourth Circuit agrees with the Government that the
district court erred in finding that it was "undisputed that the
transfer of funds from the Debtor to the IRS . . . was a transfer
of an interest of the Debtor in property" under 11 U.S.C. Sec.
547(b), a threshold requirement for finding a preference.  The
Fourth Circuit also concludes that the bankruptcy court abused its
discretion in declining to consider the Government's "ordinary
course of business" affirmative defense allowed under 11 U.S.C.
Sec. 547(c), notwithstanding the Government's failure to plead the
defense in its answer to the complaint.  The Fourth Circuit
vacates the judgment and remands the case for further proceedings
before the bankruptcy court as to the Trustee's preference claim.
In the Trustee's cross appeal, No. 09-1107, the Fourth Circuit
affirms the challenged rulings, substantially on the reasoning of
the lower courts.

FirstPay operated a payroll and tax service company.

The appellate cases are United States of America, Plaintiff-
Appellant, v. Michael G. Wolff, Trustee, Defendant-Appellee, case
nos. 09-1076, 09-1107 (4th Cir., August 13, 2010), and a copy of
the order is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=infco20100813082

Circuit Judges M. Blane Michael and Andre M. Davis and Chief Judge
James A. Beaty, Jr., of the United States District Court for the
Middle District of North Carolina, sitting by designation,
presided over the appeals.

The Government is represented by:

          Ivan C. Dale, Esq.
          UNITED STATES DEPARTMENT OF JUSTICE
          Washington, D.C.

               - and -

          John A. DiCicco
          Acting Assistant Attorney General
          Michael J. Haungs
          Tax Division
          UNITED STATES DEPARTMENT OF JUSTICE
          Washington, D.C.

               - and -

          Rod J. Rosenstein
          United States Attorney
          Baltimore, Maryland

The Chapter 7 Trustee is represented by:

          Jeffrey Mitchell Orenstein, Esq.
          GOREN, WOLFF & ORENSTEIN, LLC
          Shady Grove Plaza
          15245 Shady Grove Road
          Suite 465, North Lobby
          Rockville, Maryland 20850
          Telephone: 888-318-9829
          E-mail: jorenstein@gwolaw.com


FULL CIRCLE: Asks for Court's Nod to Use Cash Collateral
--------------------------------------------------------
Full Circle Dairy, LLC, seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to use cash collateral
through September 8, 2010.

Certain of the Debtor's property used in the operation of its
business is subject to a prepetition security interest owned by
Suntrust Bank.  Suntrust Bank may allege that the Debtor's cash
and accounts and the proceeds from the sale or other use of the
Property constitutes cash collateral.  As of the Petition Date,
the total cash collateral on hand is $19,000.

Robert Wilcox, Esq., at Brennan, Manna & Diamond, explains that
the Debtor needs money to fund its Chapter 11 case, pay suppliers
and other parties.  The Debtor will use the collateral pursuant to
a budget, a copy of which is available for free at:

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

The Debtor says that Suntrust Bank would be adequately protected
with regard to its alleged interest in the cash collateral because
operation of the Property would preserve the Property's going
concern value.  According to the Debtor, its use of the cash
collateral will benefit Suntrust Bank by (a) preventing a
disruption in the Debtor's business and thereby maintaining
existing customer relationships, (b) maintaining and improving the
Property, and (c) maintaining the proper insurance.  The Debtor is
prepared to hold the net operating income in excess of the
necessary expenses in a separate account, to be used only after
further order of the Court.

As further adequate protection, the Debtor will show at the final
hearing: (a) that Suntrust Bank's interest in the cash collateral
is protected, (b) Suntrust Bank's indebtedness has been guaranteed
by non-debtor parties, (c) the Debtor will further provide
Suntrust Bank with monthly detailed reports and information
concerning its business operations and the use of the cash
collateral, and upon receipt of reasonable notice from Suntrust
Bank, grant Suntrust Bank reasonable access to the Property to
review and inspect its books and records and the Property, and
(d) the Debtor has the ability to make reasonable adequate
protection payments to Suntrust Bank.

The Debtor will present evidence expected revenues and limited
expenses necessary to maintain its business during the first 30-
day period after the Petition Date or until a final hearing
regarding the use of cash collateral.

The Debtor expects that its revenue for the 30-day period will be
$884,520 and expenses will be $791,109, leaving a net cash
increase of $93,411, out of which the Debtor proposes to make an
adequate protection payment to Suntrust Bank in an amount to be
determined.

                        About Full Circle

Full Circle Dairy, LLC, operates a dairy in Lee, Florida.  It
filed for Chapter 11 bankruptcy protection on August 9, 2010
(Bankr. M.D. Fla. Case No. 10-06895).  Robert D Wilcox, Esq., at
Brennan, Manna & Diamond, PL, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million.


FULL CIRCLE: Files Schedules of Assets & Liabilities
----------------------------------------------------
Full Circle Dairy, LLC, has filed with the U.S. Bankruptcy Court
for the Middle District of Florida its schedules of assets and
liabilities, disclosing:

  Name of Schedule                    Assets           Liabilities
  ----------------                    ------           -----------
A. Real Property                    $8,922,984
B. Personal Property                $5,358,653
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $9,686,649
E. Creditors Holding
   Unsecured Priority
   Claims                                                $166,919
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $3,026,134
                                   -----------        -----------
      TOTAL                        $14,281,637        $12,879,703

Full Circle Dairy, LLC, operates a dairy in Lee, Florida.  It
filed for Chapter 11 bankruptcy protection on August 9, 2010
(Bankr. M.D. Fla. Case No. 10-06895).  Robert D Wilcox, Esq., at
Brennan, Manna & Diamond, PL, assists the Debtor in its
restructuring effort.


FULL CIRCLE: Section 341(a) Meeting Scheduled for Sept. 8
---------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Full
Circle Dairy, LLC's creditors on September 8, 2010, at 2:00 p.m.
The meeting will be held at First Floor, 300 North Hogan St. Suite
1-200, Jacksonville, FL 32202.

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

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

Full Circle Dairy, LLC, operates a dairy in Lee, Florida.  It
filed for Chapter 11 bankruptcy protection on August 9, 2010
(Bankr. M.D. Fla. Case No. 10-06895).  Robert D Wilcox, Esq., at
Brennan, Manna & Diamond, PL, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million as of the Petition Date.


GAMETECH INT'L: Says Cash Not Enough to Pay Loan on Aug. 31
-----------------------------------------------------------
GameTech International, Inc. on August 12, 2010, entered into a
First Amendment to Forbearance Agreement and Fourth Loan
Modification Agreement with Bank of the West and U.S. Bank
National Association.  The Lenders agreed to forbear from
exercising certain rights available to them under the credit
facility following the Company's failure to make required payments
of principal and interest due under its term loan at July 31,
2010:

     (i) quarterly installment of principal under its term notes
         in the amount of $1,087,647.06, and

    (ii) monthly installment of interest on unpaid balance of term
         notes in the amount of $68,230.26.

Additionally, the Fourth Amendment extended the due date on these
payments from July 31, 2010, to August 31, 2010.

The Company further noted that as of August 17, all of the
Financial Covenant Defaults and Payment Defaults continue to
remain uncured and, while the Company does not expect to have
adequate cash to make the requisite payments on August 31, 2010 in
accordance with the Fourth Amendment -- or satisfy all of the
Financial Covenants by the end of the Forbearance Period -- it is
involved in ongoing negotiations with the Lenders to extend the
Forbearance Period, obtain waivers, or otherwise reach a
satisfactory agreement and is optimistic a resolution can be
reached.

"However, a failure to extend the Forbearance Agreement, obtain
waivers and/or reach a satisfactory agreement with our Lenders in
a timely manner will likely result in all amounts outstanding
under the current credit facility becoming immediately due and
payable, which could ultimately lead to the financial and
operational failure of the Company," the Company said.

The Fourth Amendment contains additional covenants that, among
other things, prohibit the Company from acquiring any other
business or all or substantially all of the assets of another
business and limit the aggregate amount of capital expenditures
that may be made by the Company in any fiscal year, all of which
must be for purchases of gaming equipment to be leased to
customers in the ordinary course of business.  In consideration
for our Lenders entering into the First Amendment, the Company
paid U.S. Bank, as agent for the Lenders, a $10,000 forbearance
fee.

The Company entered into a Forbearance and Third Modification to
Loan Agreement on June 21, 2010, pursuant to which the Lenders
agreed to forbear from exercising certain rights and remedies
under the credit facility as a result of certain defaults existing
as of June 21, 2010, through September 15, 2010, or earlier upon
the occurrence of a subsequent default or breach of the Third
Amendment.

As of August 17, the outstanding balance under the term loan is
$25,176,470.58 and the outstanding balance under the revolver is
$750,000.  The outstanding balance under the term loan will
continue to be subject to the Default Rate of 9.79%, and the
outstanding balance under the revolver is subject to an effective
rate of 5.82%.

A full-text copy of the First Amendment to Forbearance Agreement
and Fourth Loan Modification Agreement dated July 31, 2010 by and
among GameTech International, Inc, U.S. Bank National Association
and Bank of the West, as lenders, is available at no charge at
http://ResearchArchives.com/t/s?698c

U.S. Bank serves as agent for the Lenders.

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.


GAMETECH INT'L: Has Until Jan. 2011 to Regain Nasdaq Compliance
---------------------------------------------------------------
GameTech International, Inc., on August 3, 2010, received a
notification from the Nasdaq Stock Market stating that the minimum
bid price of the Company's common stock has been below $1.00 per
share for 30 consecutive business days and that the Company
therefore is not in compliance with the minimum bid price
requirement for continued listing set forth in Nasdaq Listing Rule
5450(a)(1).  The notification of noncompliance has no immediate
effect on the listing or trading of the Company's common stock on
the Nasdaq Global Market.

The Company has been provided 180 calendar days, or until January
31, 2011, to regain compliance with the minimum bid price
requirement.  To regain compliance, the closing bid price of the
Company's common stock must meet or exceed $1.00 per share for a
minimum of 10 consecutive business days during this 180-day grace
period.

If the Company does not regain compliance by January 31, 2011, it
will receive written notification from Nasdaq that its common
stock is subject to delisting.  The Company may, at that time,
appeal the delisting determination to a Nasdaq hearings panel.
Such an appeal, if granted, would stay delisting until a panel
ruling.  Alternatively, if at that time the Company satisfies all
of the initial listing standards, with the exception of the
minimum bid price, for the Nasdaq Capital Market, the Company
could apply to transfer the listing of its common stock to the
Nasdaq Capital Market and thereby receive an additional 180
calendar days to regain compliance with the minimum bid price
requirement.

The Company will consider available options to resolve the minimum
bid price deficiency.  However, there can be no assurance that the
Company will be able to regain or maintain compliance with the
minimum bid price rule or other listing criteria or that an
appeal, if taken, would be successful.

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.


GARLOCK SEALING: Asbestos Panel Gets Nod for Caplin as Counsel
--------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants for
Garlock Sealing Technologies LLC received the U.S. Bankruptcy
Court's permission to retain Caplin & Drysdale, Chartered, as its
counsel effective as of June 16, 2010.

As the Asbestos Claimants Committee's counsel, Caplin & Drysdale
will render these services, including:

  (a) assisting and advising the Asbestos Claimants Committee in
      its consultations with the Debtors and other committees
      relative to the overall administration of the estates;

  (b) representing the Asbestos Claimants Committee at hearings
      to be held before the Court or Federal District Court or
      any appellate courts and communicating with the Asbestos
      Claimants Committee regarding the matters heard and issues
      raised as well as the decisions and considerations of the
      Court and any other courts;

  (c) assisting and advising the Asbestos Claimants Committee in
      its examination and analysis of the Debtors' conduct and
      financial affairs;

  (d) reviewing and analyzing all applications, orders,
      operating reports, schedules and statements of affairs
      filed and to be filed with the Court by the Debtors or
      other interested parties in the Debtors' Chapter 11 cases;
      advising the Asbestos Claimants Committee as to the
      necessity and propriety and their impact upon the rights
      of asbestos-related claimants, and upon the case
      generally; and after consultation with and approval of the
      Asbestos Claimants Committee or its designee, consenting
      to appropriate orders on its behalf or otherwise objecting
      thereto;

  (e) assisting the Asbestos Claimants Committee in preparing
      appropriate legal pleadings and proposed orders as may be
      required in support of positions taken by the Asbestos
      Claimants Committee and preparing witnesses and reviewing
      relevant documents;

  (f) coordinating the receipt and dissemination of information
      prepared by and received from the Debtors' independent
      certified accountants or other professionals retained by
      it as well as such information as may be received from
      independent professionals engaged by the Asbestos
      Claimants Committee and other committees, as applicable;

  (g) assisting the Asbestos Claimants Committee in the
      solicitation and filing with the Court of acceptances or
      rejections of any proposed plan or plans of
      reorganization;

  (h) assisting and advising the Asbestos Claimants Committee
      with regard to communications to the asbestos-related
      claimants regarding its efforts, progress and
      recommendation with respect to matters arising in the
      Debtors' Chapter 11 cases as well as any proposed plan of
      reorganization; and

  (i) assisting the Asbestos Claimants Committee generally by
      providing other services as may be in the best interest of
      the creditors it represents.

The Debtors will pay Caplin & Drysdale's professionals according
to their customary hourly rates:

        Title                      Rate per Hour
        -----                      -------------
        Members and of Counsel      $410 to $950
        Associates I                $230 to $410
        Paralegals                  $200 to $240

Specific professionals to render services to the Asbestos
Claimants Committee are:

  Name                             Title          Rate per Hour
  ----                             -----          -------------
  Elihu Inselbuch                  Member              $950
  Peter Van N. Lockwood            Member              $860
  Trevor W. Swett III              Member              $675
  Nathan D. Finch                  Member              $625
  Jeffrey A. Liesemer              Member              $510
  Kevin C. Maclay                  Member              $510
  James P. Wehner                  Member              $510
  Rita C. Tobin                    Of Counsel          $545
  Jeanna M. Rickards Koski         Associate           $340
  Andrew J. Sackett                Associate           $310
  Todd E. Phillips                 Associate           $300
  Sara Joy DelSavio                Paralegal           $200

The Debtors will reimburse Caplin & Drysdale for expenses
incurred.

Trevor W. Swett, Esq., at Caplin & Drysdale, Chartered --
tws@capdale.com -- relates that Nathan D. Finch, a member of
Caplin & Drysdale, is co-counsel with Waters & Kraus for several
mesothelioma victims in cases pending in federal district court,
including James and Jane Prange and John and Bonnie Schumacher.
Mr. and Mrs. Prange and Mr. and Mrs. Schumacher hold separate
asbestos-related claims against the Debtors, Mr. Swett says.  Mr.
Finch does not represent any person with respect to any claim to
be made against Debtors in their bankruptcy cases, Mr. Finch
assures the Court.  Caplin & Drysdale is also co-counsel with
Motley Rice LLC in two pending financial litigation cases arising
from securities transactions and was co-counsel with the same
firm in another case of that kind that was resolved, Mr. Swett
notes.  Effective September 1, 2010, Mr. Finch will leave his
position at Caplin & Drysdale to become a member of Motley Rice
LLC, Mr. Swett discloses.

Despite those disclosures, Mr. Swett maintains that Caplin &
Drysdale is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                      About Garlock Sealing

Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is
an EnPro Industries, Inc. company (NYSE: NPO).  For more than a
century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.

On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr.
W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to
resolve all current and future asbestos claims against Garlock
under Section 524(g) of the U.S. Bankruptcy Code.  The Debtor
estimated $500 million to $1 billion in assets and up to
$500 million in debts as of the Petition Date.  Affiliates The
Anchor Packing Company and Garrison Litigation Management Group,
Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for Asbestos matters.

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


GARLOCK SEALING: Asks for Future Asbestos Claimants Representative
------------------------------------------------------------------
Pursuant to Sections 105(a) and 524(g)(4)(B) of the Bankruptcy
Code, Garlock Sealing Technologies LLC and its debtor affiliates
ask Judge George R. Hodges of the U.S. Bankruptcy Court for the
Western District of North Carolina to appoint Joseph W. Grier,
III, Esq., as legal representative for holders of "Future Asbestos
Claims".

Future Asbestos Claims are defined as claims based on, arising out
of, or related to asbestos-related injury, disease or death that
has not manifested, become evident, or been diagnosed as of the
date an order is entered confirming a reorganization plan in the
Debtors' Chapter 11 cases.

The Future Asbestos Claimants' Representative will represent the
interests of, appear on behalf of, and be a fiduciary to, the
holders of Future Asbestos Claims, Garland S. Cassada, Esq., at
Robinson, Bradshaw & Hinson, P.A., in Charlotte, North Carolina,
relates.

Mr. Grier is one of North Carolina's leading bankruptcy and
commercial lawyers and a founding partner of Grier Furr & Crisp,
P.A. in Charlotte, North Carolina, where he specializes in
bankruptcy law and debtor-creditor rights, Mr. Cassada tells the
Court.  The details of Mr. Grier's experience are summarized in
his resume, a copy of which is available for free at:

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

The Debtors also seek the appointment of Mr. Grier as Future
Asbestos Claimants' Representative according to additional terms:

  (A) The Future Asbestos Claimants' Representative will be a
      party-in-interest in the Chapter 11 cases, with standing
      under Section 1109(b) of the Bankruptcy Code to be heard
      on any issue in the Debtors' Chapter 11 cases relevant to
      the interests of Future Asbestos Claimants, in the
      Bankruptcy Court, the U.S. District Court for the Western
      District of North Carolina, or any other court.  The
      Future Asbestos Claimants' Representative will have the
      powers and duties of a committee set forth in Section 1103
      of the Bankruptcy Code, as are appropriate for a Future
      Asbestos Claimants' Representative.

  (B) The Future Asbestos Claimants' Representative may employ
      attorneys and other professionals consistent with Sections
      1103(a) and (b), subject to approval of the Bankruptcy
      Court.

  (C) The Future Asbestos Claimants' Representative will be
      paid from the Debtors' estates and will be entitled to
      allowance of compensation for services rendered and
      reimbursement of expenses incurred, upon the filing and
      approval of interim and final applications pursuant to the
      Bankruptcy Code, the Bankruptcy Rules, and applicable
      rules, orders and procedures of the Court.

  (D) The Future Asbestos Claimants' Representative will not be
      liable for any damages, or have any obligation other than
      as prescribed by order of the Court; provided, however,
      that the Future Asbestos Claimants' Representative may be
      liable for damages caused by willful misconduct or gross
      negligence.

  (E) The Future Asbestos Claimants' Representative and his
      counsel will be entitled to receive all notices and
      pleadings that are served pursuant to any and all orders
      entered in the Debtors' Chapter 11 cases.

  (F) Unless otherwise ordered by the Court, Mr. Grier's
      appointment as Future Asbestos Claimants' Representative
      will terminate upon the effective date of a reorganization
      plan in the Debtors' Chapter 11 cases, unless otherwise
      provided in a further order of the Court or in any plan of
      reorganization.

Based in Charlotte, Mr. Grier routinely practices in the Court,
and has agreed to a reasonable hourly rate, Mr. Cassada says.
Specifically, Mr. Grier will bill his services at $425 per hour
and seek reimbursement for expenses incurred.  Mr. Grier also
expects to engage Grier Furr as one of his professionals.  The
specific professionals who are likely to work on this matter are:

      Name                  Title            Rate per hour
      ----                  -----            -------------
      Joseph W. Grier, III  Partner              $425
      A. Cotten Wright      Partner              $310
      Anna S. Gorman        Staff                $295
      Kay Buffaloe          Paralegal            $140

Mr. Grier -- jgrier@grierlaw.com -- maintains that neither he,
Grier Furr, nor any member of the firm, has any connection with
the Debtors, their creditors or any other party-in-interest,
their attorneys and accountants.

For these reasons, the Debtors have determined that Mr. Grier is
well qualified and should be appointed to represent the interests
of Future Asbestos Claimants.

More importantly, the need for a legal representative for Future
Asbestos Claimants arises because asbestos-related diseases have
long latency periods, sometimes up to 40 years or longer between
first exposure and manifestation of disease, Mr. Cassada
explains.  As a result, there are workers who were exposed to
asbestos before the Petition Date, but who would not have
manifested disease and asserted claims against the Debtors, among
others, until after plan confirmation, he points out.

Garlock believes that scientific and medical evidence is
overwhelming that Garlock's encapsulated, non-friable asbestos-
containing gaskets and packing did not cause any disease, and
will not cause any disease in the future, Mr. Cassada insists.
Nevertheless, Garlock has been subject to thousands of asbestos
claims for many years.  "It is virtually certain that, absent
Garlock's bankruptcy filing, Garlock would have continued to
receive asbestos claims into the indefinite future," he
emphasizes.

An appointment of a future claimants' representative is also a
statutory prerequisite to entry of the channeling injunction
available under Section 524, Mr. Cassada asserts.  A Section
524(g) channeling injunction is valid and enforceable against
future claims that are "demands" only if as part of the
proceedings leading to issuance of that injunction, the court
appoints a legal representative for the purpose of protecting the
rights of persons that might subsequently assert demands of that
kind, he maintains.

The Court will consider the Debtors' request on September 16,
2010.  Objections are due August 30.

                      About Garlock Sealing

Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is
an EnPro Industries, Inc. company (NYSE: NPO).  For more than a
century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.

On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr.
W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to
resolve all current and future asbestos claims against Garlock
under Section 524(g) of the U.S. Bankruptcy Code.  The Debtor
estimated $500 million to $1 billion in assets and up to
$500 million in debts as of the Petition Date.  Affiliates The
Anchor Packing Company and Garrison Litigation Management Group,
Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtors in the bankruptcy case.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for Asbestos matters.

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


GARLOCK SEALING: Wants Jan. 3 Extension for Lease Decisions
-----------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, Garlock
Sealing Technologies LLC and its debtor affiliates ask Judge
George R. Hodges of the U.S. Bankruptcy Court for the Western
District of North Carolina to extend the period within which they
may assume or reject unexpired leases, through and including
January 3, 2011.

According to Section 365(d)(4)(A), unless a debtor assumes or
rejects an unexpired non-residential real property lease on or
before the earlier of (a) the date that is 120 days after entry of
the order for relief and (b) the date of the entry of an order
confirming a plan, that lease is deemed rejected under the
Bankruptcy Code.  However, the Court may, for cause shown, extend
the deadline for a period of 90 days.

The Debtors' deadline to assume or reject unexpired non-
residential real property leases is October 3, 2010.

The Debtors are party to several non-residential real property
leases, including:

  * A lease agreement between Garlock and Carson Portwall, LP;

  * Lease and leaseback agreements between Garlock and Wayne
    County Industrial Development Agency;

  * A lease for office building 215 Industrial Rd. between
    Garlock and Morgan Building & Spas, Inc.;

  * A five-year lease agreement with the option to purchase
    between Garlock and Jeff Cahoon; and

  * A lease for office headquarters between Garrison Litigation
    Management Group, Ltd., and 120 East Avenue, LLC.

Ashley K. Neal, Esq., at Rayburn Cooper & Durham, P.A., in
Charlotte, North Carolina, tells the Court that the Debtors will
not be unable to make a decision regarding the disposition of
certain of the Leases before October 3, 2010.  The Debtors have
been focused on early case issues like obtaining debtor-in-
possession financing, completing their schedules of assets and
liabilities and statements of financial affairs and communicating
with parties-in-interest, including the Official Committee of
Asbestos Personal Injury Claimants and the Official Committee of
Unsecured Creditors, she relates.

Consequently, the Debtors have not conducted a complete analysis
of the Leases and believe that additional time and analysis is
needed before they can determine whether certain of the Leases
should be assumed or rejected, Ms. Neal points out.  She also
assures the Court that none of the lessors to the Leases will
suffer unfair prejudice if the Lease Disposition Deadline is
extended, as proposed.  For these reasons, the Debtors believe
that their need to further analyze the Leases constitute "cause"
as set forth in Section 365(d)(4), she maintains.

At the Debtors' behest, the Court shortened the notice period with
respect to the Lease Extension Motion and scheduled a hearing for
August 26, 2010.

                      About Garlock Sealing

Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is
an EnPro Industries, Inc. company (NYSE: NPO).  For more than a
century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.

On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr.
W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to
resolve all current and future asbestos claims against Garlock
under Section 524(g) of the U.S. Bankruptcy Code.  The Debtor
estimated $500 million to $1 billion in assets and up to
$500 million in debts as of the Petition Date.  Affiliates The
Anchor Packing Company and Garrison Litigation Management Group,
Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtors in the bankruptcy cases.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for Asbestos matters.

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


GENERAL GROWTH: Disclosure Statement Approved by Bankruptcy Court
-----------------------------------------------------------------
General Growth Properties, Inc. disclosed its Disclosure
Statement, as amended, and related voting solicitation procedures
have been approved by the United States Bankruptcy Court for the
Southern District of New York for use to solicit the vote on the
Company's Amended Plan of Reorganization.  The Court also
scheduled a hearing regarding confirmation of the Company's Plan
of Reorganization for October 21, 2010.

"Approval of our Disclosure Statement moves us one step closer to
the successful completion of GGP's restructuring," said Adam Metz,
chief executive officer of GGP.  "Prior to our Chapter 11 filing,
GGP had almost $28 billion of mostly short-term debt and a broad
range of real estate assets.  We are now positioned to emerge from
bankruptcy as two focused companies with $15 billion of extended
maturities and approximately $7 billion of equity capital provided
by our new investors.  One entity, GGP, will remain one of the
nation's largest REITs with a more focused business strategy
concentrating on high-quality regional shopping centers.  The
other, Spinco, will have a diverse collection of assets with
attractive development opportunities and a new Board and
management team whose sole focus will be to maximize the long-term
potential of those properties.  We are confident our Plan will be
confirmed and GGP will emerge from Chapter 11 as scheduled."

UBS Investment Bank and Miller Buckfire & Co., LLC are serving as
financial advisors to General Growth Properties, and Weil, Gotshal
& Manges LLP and Kirkland & Ellis LLP are acting as legal counsel
to the Company.

                        About General Growth

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

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

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


GENERAL MOTORS: Akerson to Replace Whitacre as New GM CEO
---------------------------------------------------------
General Motors' Board of Directors, on August 11, 2010, elected
Daniel F. Akerson, 61, as the company's chief executive officer,
effective September 1, 2010, when Edward E. Whitacre, Jr., will
retire as CEO.

Mr. Akerson will continue to serve on GM's Board of Directors,
which he joined in July 2009.  Mr. Whitacre will remain chairman
of the Board until December this year when he will turn over the
title to Mr. Akerson.

The executive change, according to The Wall Street Journal, is
part of a plan put in place by GM's board over the last few weeks
to enable the company to present a clear picture of its management
team to investors as it looks to return to the public markets and
allow the U.S. to cash out its 61% ownership stake.

The Journal, citing people familiar with the matter, said the move
was decided by GM's Board without input from the U.S. Government.
The report further said that Mr. Whitacre's departure was
announced as some tension was building between the company and
Washington.  The Obama administration, according to the Journal,
would like GM to hold a stock offering soon, perhaps even before
the midterm elections in November, while GM hasn't committed to
that timetable.

A GM IPO would likely give President Barack Obama grounds to claim
that the bailouts of GM and Chrysler Group LLC are working,
especially in key election races in the Republican-leaning states
where skepticism of the bailout runs high, the Journal said.

Mr. Whitacre has publicly expressed a preference for taking more
time to prepare for a stock offering and for having the U.S.
government sell a major stake in the company so that GM can shed
the image of being on government support, the Journal related.

Bloomberg News said Mr. Whitacre's resignation is in response to
the options given to him by GM Board and bankers about deciding
whether to leave the Company or commit to stay for years more to
help them sell investors on the Company's initial public offering,
three people with direct knowledge of the talks revealed.

Mr. Whitacre, the news said, has earlier expressed his plan to
step down after GM offers shares to the public.  "At this stage of
my career, it was obvious that I was not going to be at GM for the
long haul.  This is something the board and I have been
contemplating, literally since I joined GM," he noted.

Mr. Akerson has served as a managing director at the buyout firm
Carlyle Group since July 2009.  He played a key role pushing for
the exit last year of former CEO Frederick Henderson, according to
Bloomberg, citing anonymous sources.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

At March 31, 2010, GM had US$136.021 billion in total assets,
total liabilities of US$105.970 billion and preferred stock of
US$6.998 billion, and non-controlling interests of US$814 million,
resulting in total equity of US$23.053 billion.

                   About Motors Liquidation

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, serves as the
Chief Executive Officer for Motors Liquidation Company.  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.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

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


GENERAL MOTORS: Committee Objects to Greenhunt's $2-Bil. Claim
--------------------------------------------------------------
The Official Committee of Unsecured Creditors for Motors
Liquidation Co., formerly General Motors Corp., asks the U.S.
Bankruptcy Court to disallow:

  -- Claim No. 69551 filed by the holders of notes issued by
     General Motors Nova Scotia Finance Company against Motors
     Liquidation Company f/k/a General Motors Corporation and
     certain of its subsidiaries in the amount of
     $1,072,557,531; and

  -- Claim No. 66319 filed by Green Hunt Wedlake, Inc., trustee
     of Nova Scotia Finance against the Debtors in the amount of
     $1,607,647,592.

The Claims, according to the Committee's counsel, Eric B. Fisher,
Esq., at Butzel Long, APC, in New York, arise out of a settlement
agreement, known as the "Lock-Up Agreement," with a number of the
Noteholders entered into on June 1, 2009, the same day that Old GM
filed for bankruptcy.  The Lock-Up Agreement was grossly one-
sided, disproportionately benefiting the Noteholders and leaving
Old GM's estate depleted to the detriment of its creditors, Mr.
Fisher tells the Court.

Mr. Fisher relates that before entering into the Lock-Up
Agreement, the Noteholders had an approximately one billion dollar
claim against Nova Scotia Finance, a subsidiary of Old GM, for
Notes issued by that entity.  The Notes were guaranteed by Old GM.
The proceeds from issuance of the Notes were loaned by Nova Scotia
Finance to General Motors of Canada Limited in documented
intercompany transactions.  Through the Lock-Up Agreement, the
Lock-Up Noteholders colluded to extract value from Old GM well
beyond the value of their maximum one billion dollar claim under
the Old GM guarantee, the Committee asserts.

In support of its objection, the Committee points out that:

  1. The Lock-Up Agreement provided that Old GM would allow and
     not contest two claims with a combined face amount of
     approximately $2.6 billion for the benefit of the
     Noteholders, even though those Claims represent well over
     two times the face value of the Notes.

  2. Taking further advantage of Old GM during the hours before
     its bankruptcy petition was filed, the Lock-Up Noteholders
     also extracted for themselves an exorbitant "consent fee"
     in excess of $360 million, funded by Old GM.  The "consent
     fee" was a disguised principal payment on the Notes that
     should have been credited against the amount owed on the
     Notes, thereby reducing the total exposure on Old GM's
     guarantee of the notes to approximately $640 million.

  3. Under the Lock-Up Agreement, GM Canada's intercompany
     obligations to Nova Scotia Finance were released.
     Consequently, pursuant to the terms of the Lock-Up
     Agreement, Old GM became obligated to pay amounts owed on
     the Notes without any contribution from GM Canada.

The Committee asserts that the Lock-Up Agreement transformed what
should have been, at the very most, a $640 million claim based
upon Old GM's guarantee of the Notes into claims against the
estate that exceed $2.6 billion, all in addition to a $360 million
cash payment to the Lock-Up Noteholders.  In exchange for
incurring all of the above obligations, Old GM received only a
release from certain trumped up litigation claims filed by certain
Noteholders, which posed minimal litigation risk to Old GM, the
Committee notes.

The circumstances surrounding the Lock-Up Agreement and its terms
demonstrate that the Lock-Up Noteholders behaved inequitably,
attempting to opt out of the consequences of Old GM's bankruptcy
filing and the Court's scrutiny by virtue of a private, pre-
bankruptcy agreement that benefited the Noteholders at the expense
of Old GM's creditors, Mr. Fisher asserts.

For the reasons stated, the Claims violate applicable law and
should be disallowed, the Committee asserts.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

At March 31, 2010, GM had US$136.021 billion in total assets,
total liabilities of US$105.970 billion and preferred stock of
US$6.998 billion, and non-controlling interests of US$814 million,
resulting in total equity of US$23.053 billion.

                   About Motors Liquidation

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, serves as the
Chief Executive Officer for Motors Liquidation Company.  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.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

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


GENERAL MOTORS: Files for an Initial Public Offering
----------------------------------------------------
General Motors Company filed a registration statement (Form S-1)
with the Securities and Exchange Commission in preparation for
what Bloomberg is reporting will be a November initial public
offering of its shares, neDockets Blog reports.  According to the
report, the federal government will sell approximately 20% of the
GM shares that it holds following GM's bankruptcy.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

At March 31, 2010, GM had US$136.021 billion in total assets,
total liabilities of US$105.970 billion and preferred stock of
US$6.998 billion, and non-controlling interests of US$814 million,
resulting in total equity of US$23.053 billion.

                   About Motors Liquidation

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, serves as the
Chief Executive Officer for Motors Liquidation Company.  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.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

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


GENERAL MOTORS: Kent Kresa Retires From New GM Board
----------------------------------------------------
Kent Kresa has retired from General Motors Co.'s board of
directors.  In accordance with company guidelines, members are
ineligible for re-election after the age of 72.

Mr. Kresa, 72, was appointed to the board of the old GM in October
2003, after retiring as chairman of Northrop Grumman Corp.  He
served on the board of old GM through July 9, 2009, and was then
elected to the board of the new GM on July 10, 2009.  During his
tenure, he has served on the Investment Fund, Director and
Corporate Governance and Audit committees.

"Drawing from his experiences at Northrop, one of the world's
leading aeronautics companies, Kent was adamant that GM keep up
with or lead key technological advances for the industry.  And
that's one of our biggest strengths today," said GM Chairman and
CEO, Ed E. Whitacre, Jr.

"Having led Northrop through crisis and renewal, Kent provided
calm leadership and sensible guidance as the GM's interim Chairman
during what was a period of intense change, challenge and
uncertainty for the company," Mr. Whitacre said.  "We thank Kent
with enormous gratitude for his dedicated service and many
contributions to GM."

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

At March 31, 2010, GM had US$136.021 billion in total assets,
total liabilities of US$105.970 billion and preferred stock of
US$6.998 billion, and non-controlling interests of US$814 million,
resulting in total equity of US$23.053 billion.

                   About Motors Liquidation

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, serves as the
Chief Executive Officer for Motors Liquidation Company.  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.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

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).


GEO GROUP: Moody's Confirms 'Ba3' Senior Secured Rating
-------------------------------------------------------
Moody's Investors Service has confirmed all ratings of the GEO
Group, Inc.  This rating action follows the August 12, 2010
announcement by The GEO Group, Inc., and Cornell Companies, Inc.,
that the two private correctional companies have closed on their
merger announced in April 2010.

The ratings confirmation reflects GEO's financial profile
following the $750 million senior secured credit facility put in
place to complete the cash portion of the acquisition and to
refinance GEO's existing bank facility and Cornell's recourse
debt.  While GEO Group's leverage has increased to an estimated
43% at closing from 39% prior to the merger as of July 4, 2010,
and secured debt has increased to an estimated 32% from 23%, GEO's
credit metrics remain within its existing rating category.

The ratings also take into account the benefits of the merged
companies.  The acquisition adds size and diversity to GEO.
Operating revenue is expected to increase to an estimated
$1.5 billion (based on FY09) from $1.0 billion.  Prior to the
acquisition, GEO's three business units included U.S. Corrections;
GEO Care (behavioral health and correctional healthcare) and GEO's
International Services (primarily in the U.K., South Africa and
Australia).  Cornell's acquisition grows GEO's U.S. Corrections
division and adds two operating platforms -- Cornell's Adult
Community-Based Services and Abraxas Youth and Family Services.
In addition to broadening its operating platform and increasing
its size, GEO's acquisition of Cornell broadens the company's
client base adding new local government entities.

The stable outlook reflects Moody's cautious view that the full
benefit of expanded capacity may be muted due to the uncertainty
of new contracts.  Federal, state and local governments face
severe budget shortfalls and may curtail new contracts.  On the
other hand, demand for private prisons may continue to grow as
federal and state prisons are generally operating at or above
capacity and governments lack the funds to invest capital in new
facilities.  Also private correctional companies can run
facilities in a more cost efficient manner as they are not
confined by the same higher labor costs requirements (including
pension costs) of governmental entities.

Moody's states should GEO achieve continued demand growth and
fully realize the benefit of its expanded capacity, this would
likely strengthen credit metrics and support a positive rating
action.  Conversely, difficulty integrating Cornell's business
units or should major contract cancellations pressure credit
metrics could result in negative ratings pressure.

These ratings were confirmed:

* The GEO Group, Inc. -- Ba3 senior secured; B1 senior unsecured;
  Ba3 corporate family.

Moody's last rating action with respect to The GEO Group, Inc, was
on July 8, 2010, when Moody's assigned a (P) Ba3 rating to the
proposed $750 million senior secured credit facility; all ratings
remained under review direction uncertain pending the completion
of the loan and merger closings.

The GEO Group, Inc., is based in Boca Raton, Florida, USA, and is
a provider of government-outsourced services specializing in the
management of correctional, detention and residential treatment
services to Federal, State and local governments in the United
States, Australia, the United Kingdom, South Africa, and Canada.
As of August 13, 2010, GEO managed facilities with design capacity
of approximately 81,000 beds including beds under development as
well as non-residential service centers with a total service
capacity of approximately 1,400.


GLOBAL BRASS: Raises $465 Million of New Financing
--------------------------------------------------
KPS Capital Partners, LP's portfolio company Global Brass and
Copper, Inc. has completed a successful recapitalization.  GBC
raised $465 million of new financing, including a $150 million
committed asset-based revolving credit facility and a $315 million
term loan. The proceeds of the recapitalization were used to
refinance outstanding debt, to fund a $102 million cash
distribution to stockholders and to fund the Company's continued
growth.

Following the recapitalization, GBC remains conservatively
capitalized and has the continued support of KPS, its majority
shareholder.  KPS and GBC management continue to own 100% of GBC's
common stock.

Financing for the transaction was provided by a syndicate of banks
and institutional investors with Wells Fargo Capital Finance, LLC
and GE Capital Markets, Inc. acting as joint lead arrangers on the
$150 million asset based revolving credit facility and Goldman
Sachs Lending Partners LLC acted as Arranger and Sole Bookrunner
on the $315 million term loan.

Paul, Weiss Rifkind, Wharton and Garrison LLP served as legal
counsel to GBC with respect to the recapitalization.

                  About Global Brass and Copper

Headquartered in East Alton, Illinois, Global Brass and Copper,
Inc. -- http://www.gbcmetals.com/-- is the leading manufacturer
and distributor of copper and copper-alloy sheet, strip, plate,
foil, rod and fabricated components in the North America and one
of the largest in the world.  GBC employs over 2,000 employees,
and operates manufacturing facilities in East Alton, Illinois,
Montpelier and Bryan, Ohio; Waterbury, Connecticut; and Cuba,
Missouri, and operates joint ventures in Japan and China.  The
company also owns A.J. Oster, the leading service center and
distributor of brass and copper products in North America.

                        *     *     *

Global Brass carries 'B2' corporate family and probability of
default ratings from Moody's Investors Service.  Moody's said the
B2 Corporate Family Rating reflects the Company's initial high
debt leverage.  Further, significant debt reduction is not
anticipated to begin until late 2011.


GRAHAM PACKAGING: To Buy Liquid Container for $568 Million
----------------------------------------------------------
Graham Packaging Acquisition Corp. and Graham Packaging Holdings
Company, as purchasers, entered on August 9, 2010, into a
definitive Stock and Unit Purchase Agreement with Liquid Container
L.P., and its limited partners and stockholders.

CPG-L Holdings Inc. and WCK-L Holdings Inc., and Liquid Container,
Inc., as general partners, are also signatories to the Purchase
Agreement.  They own all of the outstanding general partner units
of Liquid Container L.P.

Liquid Container is engaged in the business of designing,
manufacturing and selling blow-molded plastic containers for use
in North America.

Pursuant to the Purchase Agreement, Graham will purchase all the
shares of Liquid Container at an aggregate amount of
$568.0 million, plus cash, minus certain indebtedness and subject
to a potential net working capital adjustment.  Part of the
purchase price will be used to repay the outstanding indebtedness
of Liquid Container's limited partners.

The parties have the right to terminate the Purchase Agreement
under certain circumstances.  If terminated by the sellers,
Graham, in limited circumstances, will be required to pay the
Sellers a termination fee of $20.0 million plus certain out-of-
pocket costs.

Graham Packaging Company Inc. entered into a Guaranty pursuant to
which it has guaranteed the payment and performance of the
Purchasers' obligations under the Purchase Agreement, and the
Purchase Agreement also contemplates that $32.5 million of the
purchase price will be escrowed under an escrow agreement to
secure the Sellers' indemnification obligations under the Purchase
Agreement and any amount that could become payable to the
Purchasers as a result of the post-closing working capital
adjustment, if any.

A full-text copy of the Stock and Unit Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?691c

                      About Graham Packaging

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.

The Company's balance sheet for June 30, 2010, showed
$2.09 billion in total assets, $368.26 million total current
liabilities, $2.20 billion in long term debt, $17.57 million in
deferred income taxes, $91.73 million in other non-current
liabilities, and stockholders' deficit of $586.82 million.

Graham Packaging carries 'B' issuer credit ratings from Standard &
Poor's.


GREAT ATLANTIC: To Close 25 Stores as Start to Turnaround Plan
--------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. said it will close
25 stores in five states as it begins the implementation and
execution phase of its comprehensive turnaround.  The affected
stores include locations in close proximity to other Company
stores, those facing real estate and cost issues, and
underperforming non-core stores.  The store closures are expected
to be completed in the Company's fiscal third quarter, which ends
December this year.

A&P President and Chief Executive Officer Sam Martin said, "As
part of our turnaround, we have initiated a detailed review of our
store footprint and have decided to close these 25 locations.
While this was a very difficult decision that will unfortunately
impact some of our customers, partners, communities and employees,
these actions are absolutely necessary to strengthen A&P's
operating foundation and improve our performance going forward.
We will help our affected colleagues pursue other positions across
the Company should open positions be available."

As part of the store closure process, the Company will encourage
loyal customers to shop at its other stores within or in close
proximity to their communities.

Mr. Martin continued, "We are moving forward aggressively to
advance our turnaround and position A&P for a strong future. Even
as we reduce our store base and drive efficiencies across our
Company, A&P continues to remodel stores and take other important
steps to enhance our customers' experience across our store
formats. To this end, we are set to re-open two newly remodeled
stores in the coming month."

The Company's operational and revenue-driven turnaround
initiative, which was announced late last month, is designed to
generate sustained profitability and cash flow, drive sales
growth, restore competitive margins to the business and strengthen
the foundation of the Company for the long term.

                            About A&P

Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc. (A&P, NYSE Symbol: GAP), founded in 1859, is one of
the nation's first supermarket chains.  The Company operates 429
stores in 8 states and the District of Columbia under the
following trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-
Center, Best Cellars, The Food Emporium, Super Foodmart, Super
Fresh and Food Basics.

The Company's balance sheet at June 19, 2010, showed $2.6 billion
in total assets, $897.0 million in total current liabilities,
$2.3 billion in total non-current liabilities, and $135.0 million
series A redeemable preferred stock, for a $659.0 million total
stockholders' deficit.

Great Atlantic reported a net loss of $876.5 million for the 52
weeks ended February 27, 2010, from a net loss of $143.33 million
for the 53 weeks ended February 28, 2009.

Great Atlantic carries 'Caa3' probability of default and corporate
family ratings from Moody's Investors Service and a 'CCC'
corporate credit rating from Standard & Poor's.

At the end of July 2010, when Moody's downgraded the SGL rating to
SGL-4 (reflecting weak liquidity), Moody's said, "A&P does have
sufficient liquidity to meet immediate operating needs, but
liquidity is strained over the next four quarters as a result of
the company's debt maturity in June 2011."  S&P, in July 2010,
when it lowered the corporate rating to 'CCC' from 'CCC+', said it
"expects weak trends to continue and the company to be
significantly cash flow negative."


GREENWICH STREET: Vacant Manhattan Lot Sold for $19.6MM at Auction
------------------------------------------------------------------
Dow Jones DBR Small Cap reports that a little-known company called
Greenwich Thames Realty trumped Sam Zell's Equity Residential as
the winning bidder of a bankruptcy auction for a vacant land
parcel in downtown Manhattan.  The winning bid for the site at
133-135 Greenwich St. was $19.6 million, less than half of what
Greenwich Street Developers LLC, a subsidiary of Israeli company
Ofek International Real Estate, paid for it in 2007.

Greenwich Street filed for Chapter 11 bankruptcy in September 2009
in the wake of the real-estate downturn and the death of chief
executive and chairman, Elie Berdugo.  Greenwich Thames is a
family-run, privately held company, said Andrew Eckstein, Esq., a
lawyer representing lender U.S. Bancorp, which held a $39 million
mortgage on the property.  He declined to disclose further details
about the buyer's identity.  Equity Residential, which has been
making a push into the Manhattan rental market, also bid for the
site at 133-135 Greenwich.

New York City-based Greenwich Street Developers, LLC, operates a
real estate business.  The Company filed for Chapter 11 on
Sept. 9, 2009 (Bankr. S.D.N.Y. Case No. 09-15440).  Kevin J. Nash,
Esq., at Goldberg Weprin Finkel Goldstein LLP, represents the
Debtor in its restructuring effort.  In its petition, the Debtor
estimated $10 million to $50 million in assets and debts.


GREGORY ROCHE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Gregory Clark Roche
               Bonnie Linda Roche
               640 W. Frank Street
               Birmingham, MI 48009

Bankruptcy Case No.: 10-65754

Chapter 11 Petition Date: August 16, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtors' Counsel: Mark H. Shapiro, Esq.
                  25925 Telegraph Road, Suite 203
                  Southfield, MI 48033-2518
                  Tel: (248) 352-4700
                  Fax: (248) 352-4488
                  E-mail: shapiro@steinbergshapiro.com

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

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mieb10-65754.pdf

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Gregory C. Roche, D.O., P.C.          10-65749            08/16/10


HEXION SPECIALTY: Posts $52 Million Income for June 30 Quarter
--------------------------------------------------------------
Hexion Specialty Chemicals, Inc., reported, in its Form 10-Q, net
income of $52 million for the quarter ended June 30, 2010, versus
a net loss of $56 million in the prior year period.  Net sales
rose to $1.30 billion in the second quarter from $947 million
during the same period in 2009.

The Company said in its earnings release that at June 30, 2010, it
was in compliance with all financial covenants that govern its
senior secured credit facilities, including its senior secured
debt to Adjusted EBITDA ratio.  Hexion expects to have adequate
liquidity to fund its ongoing operations for the foreseeable
future.

The Company's balance sheet at June 30, 2010, showed $3.05 billion
in total assets, $5.17 billion in total liabilities, and a
$2.12 billion total deficit.

At June 30, 2010, Hexion had $390 million in liquidity including
$112 million of unrestricted cash and cash equivalents, $218
million of borrowings available under our senior secured revolving
credit facilities, and $60 million of borrowings available under
additional credit facilities at certain international subsidiaries
and an equity commitment from certain affiliates of Apollo
Management, L.P.

"We were pleased with the pace of our second quarter 2010 top line
gain and the sharp jump in EBITDA on both a year-over-year and
sequential basis," said Craig O. Morrison, Chairman, President and
CEO, in the earnings release.  "Our strong results reflect
improved overall demand as well as leverage from our ongoing
productivity initiatives.  In the second quarter of 2010, we
experienced volume increases of approximately 30 percent versus
the prior year period and 8 percent sequentially."

"Our improved second quarter 2010 earnings were also driven by a
solid recovery in our base epoxy business and continued strong
performances in several of our specialty products, including
specialty epoxy, Versatic Acids and Derivatives and oilfield
products" Morrison said.  "Short-term tightening in global
capacity also contributed to the improvement in our base epoxy and
acrylic monomers businesses, which boosted our second quarter 2010
results.  We expect this short-term under-capacity to continue in
the third quarter of 2010 before stabilizing by year-end 2010.
Our North American Forest Product Resins business also continued
to rebound despite housing starts that are still near historical
lows, while year-over-year earnings significantly improved in our
formaldehyde and international forest products businesses."

                              Outlook

"Despite the ongoing volatility in various leading economic
indicators, we remain optimistic that the recovery in volumes will
continue in 2010," Mr. Morrison said. "In addition, we believe our
productivity efforts and our ongoing Six Sigma initiatives should
continue to create operating leverage going forward as we focus on
serving our global customers."

"We also plan to continue to balance the priorities of careful
cash management, cost reduction programs and various global growth
initiatives, such as our new oilfield manufacturing site in
Cleburn, Texas, and our Versatic Acids and Derivatives expansion
projects in the Asia Pacific region."

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?691a

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?691b

                About Hexion Specialty Chemicals

Based in Columbus, Ohio, Hexion Specialty Chemicals --
http://www.hexion.com/-- serves the global wood and industrial
markets through a broad range of thermoset technologies, specialty
products and technical support for customers in a diverse range of
applications and industries.  Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management, L.P.

                           *    *    *

Hexion Specialty carries a 'B-' corporate credit rating from
Standard & Poor's Ratings Services and a 'B3' corporate family
rating from Moody's.

In February 2010, S&P raised its rating to 'B-' from 'CCC+' after
the Company's successful refinancing and extension of its term
loan debt with $1 billion of 8.875% 1.5 lien notes due 2018.  S&P
said the completion of the financing transaction addresses two key
issues of concern: very thin EBITDA cushions under the company's
financial covenant, and very high debt maturities in 2013.

Moody's said January that Hexion's B3 CFR reflects its weak credit
metrics with pro forma Net Debt/EBITDA of 8.8x and Retained Cash
Flow/Net Debt of 2.3%.


HF THREE: Files for Chapter 11 Protection in Arizona
----------------------------------------------------
HF Three I LLC filed for Chapter 11 bankruptcy protection on
August 18 in Phoenix (Bankr. D. Ariz. Case No. 10-26198).

HF Three is a single-asset real estate company.  The Company,
based in Paradise Valley, Arizona, estimated $10 million to $50
million in both assets and debts in its Chapter 11 petition.

Creditors are scheduled to meet Sept. 21 at the federal courthouse
in Phoenix, according to Bloomberg.


IMPERIAL CAPITAL: Seeks $17.1 Million in Tax Refunds
----------------------------------------------------
BankruptcyData.com reports that Imperial Capital Bancorp filed
with the U.S. Bankruptcy Court a lawsuit, pursuant to 11 U.S.C.
Secs. 105, 505 and 541, seeking a declaratory judgment that it
owns $17.1 million in tax refunds owed by the I.R.S.

Imperial Capital, according to the report, is also asking for an
injunction for violation of the automatic stay when Federal
Deposit Insurance Corporation filed its Form 56-F Notice
Concerning Fiduciary Relationship of Financial Institution with
the IRS, which caused the IRS to stop processing the 2008 Refund
and its failure and refusal to take such action as necessary to
avoid continuing harm to the Debtor's estate.

                      About Imperial Capital

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection on December 18, 2009 (Bankr.
S.D. Calif. Case No. 09-19431).  Gregory K. Jones, Esq., at
Stutman, Treister & Glatt, P.C., assists the Company in its
restructuring effort.  The Company estimated $10 million to $50
million in assets and up to $100 million in debts in its Chapter
11 petition.


IMPERIAL INDUSTRIES: Lowers Loss in Q2 2010, Says Cash Adequate
---------------------------------------------------------------
Imperial Industries Inc. reported net sales of $2,681,000 for the
second quarter ended June 30, 2010, compared to $2,553,000 for the
same period in 2009, an increase of 5.0%.  The Company generated
an $84,000 net loss for the second quarter of 2010, compared to a
net loss of $1,636,000 in the second quarter 2009.

The Company's balance sheet at June 30, 2010, showed $6.45 million
in total assets, $7.24 million in total liabilities, and a
$793,000 stockholders' deficit.

Net sales for the six months ended June 30, 2010 were $4,568,000,
compared to $4,678,000 for the same period in 2009, a decrease of
2.4%.

S. Daniel Ponce, Imperial's chairman of the board, stated: "The
Company's improved operating results in the second quarter are
reflective of an increase in seasonal demand for our products and
the positive effect of our initiatives to improve margins and
reduce costs in our core manufacturing operations.  Our business
continues to be impacted by low levels of construction activity
and weak residential and commercial construction demand for our
products in our major trade areas due to poor economic conditions
experienced in our industry as a result of an increased number of
foreclosed properties, high unemployment, low job growth and tight
credit."

Mr. Ponce added that during the second quarter, the Company
terminated its forbearance agreement and line of credit with its
commercial lender and now has sufficient liquidity to meet its
current operating needs with no immediate need for additional
financing.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?692a

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?692b

                     About Imperial Industries

Pompano Beach, Fla.-based Imperial Industries, Inc. (OTC BB: IPII)
-- http://www.imperialindustries.com/-- manufactures and
distributes stucco, plaster and roofing products to building
materials dealers, contractors and others through its subsidiary,
Premix-Marbletite Manufacturing Co.  The Company sells its
products primarily in the State of Florida and to a certain extent
the rest of the Southeastern United States.

                          *     *     *

Grant Thornton LLP, in Fort Lauderdale, Fla., in its March 2010
report, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
Company has experienced a significant reduction in its sales
volume.  In addition, the independent auditors said that for the
year ended December 31, 2009, the Company has a loss from
continuing operations of roughly $1.2 million and is operating
under a forbearance arrangement with its primary lender, which is
set to expire on April 30, 2010.

On April 30, 2010, the Company fully repaid the outstanding
principal balance due under the Line of Credit with its primary
lender and the Line of Credit was terminated effective May 11,
2010.


INNKEEPERS USA: Gets Nod to Hire Professionals in Ordinary Course
-----------------------------------------------------------------
Innkeepers USA Trust and its 91 debtor affiliates employ various
professionals in the ordinary course of their business that
provide services to the Debtors in a variety of matters unrelated
to the bankruptcy cases, including legal services.  The Debtors
current OCPs are:

  * Abelman, Frayne, & Schwab;
  * Archer & Greiner;
  * Butzel Long;
  * Clark Hill PLC;
  * Hunton & Williams LLP;
  * Littler Mendelson P.C.;
  * Malone & Neubaum;
  * Nanette Gould;
  * Potter & Dickson;
  * Skadden, Arps, Slate, Meagher & Flom LLP;
  * Spell Pless Sauro Davis, PC;
  * Stone & Bellus, P.C.; and
  * The Law Office of Edward W. Freedman.

The Debtors also employ, in the ordinary course of business,
professional service providers like public relations,
communications, internet technology and general business
consultants, and advisors with respect to matters regarding their
hotel properties.

Although some of the Service Providers have professional degrees
and certifications, they provide services to the Debtors that are
integral to the day-to-day operation of the Debtors' businesses
and do not directly relate to or materially affect the
administration of the bankruptcy cases, relates James H.M.
Sprayregen, P.C., Esq., at Kirkland & Ellis LLP, in New York.  He
avers that because the Service Providers are not acting as
"professional persons" under the Bankruptcy Code, they should be
treated on terms consistent with other ordinary course vendors
because the Service Providers are providing day-to-day operational
assistance to the Debtors' businesses.

While some OCPs may wish to continue to represent the Debtors on
an ongoing basis, Mr. Sprayregen tells the Court that the OCPs may
be unwilling to do so if the Debtors cannot pay them on a regular
basis.  He contends that without the background knowledge,
expertise and familiarity that the OCPs have relative to the
Debtors and their operations, the Debtors undoubtedly would incur
additional and unnecessary expenses in educating replacement
professionals about the Debtors' business and financial
operations.  He adds that the Debtors' bankruptcy estates and
creditors are best served by avoiding any disruption in the
professional services that are required for the day-to-day
operation of the Debtors' businesses.

Accordingly, the Debtors sought and obtained final approval from
the U.S. Bankruptcy Court to retain and compensate their OCPs on
terms substantially similar to those in effect before the Petition
Date, if applicable, in accordance with
the Debtors' proposed OCP procedures.

In light of the number of OCPs and the significant costs
associated with the preparation of retention applications for
professionals, who will receive relatively modest fees, the
Debtors submit that it would be impractical, inefficient and
prohibitively expensive for them and their legal advisors to
prepare and submit individual applications and proposed retention
orders for each OCP.

Therefore, the Debtors submit it is in the best interests of all
creditors and parties-in-interest to avoid any disruption in the
professional services that are required for the day-to-day
operation of the Debtors' business by retaining and compensating
the OCPs in accordance with the OCP Procedures.

Pursuant to their OCP Procedures, the Debtors propose to retain
each OCP and pay the OCP, without formal application of the Court
by any OCP, 100% of fees and disbursements after the OCP:

  (a) files with the Court a declaration of disinterestedness
      that is served upon certain notice parties; and

  (b) submits to the Debtors an appropriate invoice setting
      forth in reasonable detail the nature of the services
      rendered after the Petition Date, provided that each OCP's
      fees, excluding costs and disbursements, do not exceed
      $50,000 per month or $500,000 in the aggregate.  The
      Debtors propose that the OCP Case Cap may be modified by
      mutual agreement between the Debtors and the U.S. Trustee.

To the extent that fees payable to any OCP exceed the OCP Monthly
Cap, the OCP will file a fee application with the Court for the
amount in excess of the applicable OCP Monthly Cap in accordance
with Sections 330 and 331 of the Bankruptcy Code, the Bankruptcy
Rules, the Local Rules, the Fee Guidelines promulgated by the
Executive Office of the U.S. Trustee, and any applicable orders of
the Court, unless the U.S. Trustee agrees otherwise.

To the extent that fees payable to any OCP exceed the OCP Case Cap
as set forth herein, such OCP shall file a retention application
with the Court for formal retention as a non-ordinary course
professional in accordance with section 327(a) of the Bankruptcy
Code, the Bankruptcy Rules, the Local Bankruptcy Rules, the Fee
Guidelines promulgated by the Executive Office of the U.S.
Trustee, and any applicable orders of the Court, unless the U.S.
Trustee agrees otherwise.

The Debtors and their estates would be well served by continued
retention of the OCPs because of the OCPs' established
relationships with the Debtors and understanding of the Debtors
and their operations, Mr. Sprayregen contends.

Although some of the OCPs may hold minor amounts of unsecured
claims against the Debtors in connection with services rendered to
the Debtors prepetition, the Debtors do not believe that any of
the OCPs have an interest materially adverse to the Debtors, their
creditors or other parties-in-interest.

In any event, Mr. Sprayregen says that the OCP Procedures include
a requirement that OCPs file declarations of disinterestedness
before an OCP can be compensated, and the Debtors are not
requesting authority to pay prepetition amounts owed to OCPs.

                   About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affilaites filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent.  The Debtor estimated assets and debts of more
than $1 billion in its Chapter 11 petition.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.

Bankruptcy Creditors' Service, Inc., publishes Innkeepers USA
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Innkeepers USA Trust and
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000).


INNKEEPERS USA: Wins Final Nod to Keep Insurance Programs
---------------------------------------------------------
Innkeepers USA Trust and its 91 debtor affiliates received final
approval from the U.S. Bankruptcy Court to:

  (a) continue insurance coverage currently in effect;

  (b) maintain the existing three premium financing agreements
      and make PFA installment payments that currently are
      outstanding but not yet due;

  (c) pay, to the extent that the Debtors determine in their
      sole discretion that the payment is necessary or
      appropriate, any other prepetition amounts that may be
      outstanding and that may come due under the Debtors'
      numerous insurance policies, including any deductibles,
      self-insured retentions and losses related to the
      Policies; and

  (d) enter into new insurance policies and PFAs on an as-needed
      basis without further Court approval.

In the ordinary course of business, the Debtors maintain a number
of insurance policies, which provide coverage for, among other
things, general liability, fiduciary liability, excess liability,
directors and officers' liability, excess directors and officers'
liability, property liability, automobile liability, workers'
compensation, employment practices liability and total umbrella
liability.  The Policies are financed through PFAs.  Certain of
the Policies require the Debtors to pay self-insured retentions
and deductibles in connection with certain claims under the
Policies.

James H.M. Sprayregen, P.C., Esq., at Kirkland & Ellis LLP, in New
York, contends that the Policies are essential to the preservation
of the value of the Debtors' business, properties and assets.  He
notes that in many cases, insurance coverage like the one provided
by the Policies is required by the diverse regulations, laws and
contracts that govern the Debtors' commercial activities.  He adds
that the guidelines of the Office of the United States Trustee for
the Southern District of New York require debtors to maintain
insurance coverage throughout their Chapter 11 proceedings.

The Debtors believe that they are current on all payment
obligations under the Policies as of the Petition Date.  Going
forward, however, the Debtors will need to continue to make
installment payments under their existing PFAs and to pay any
deductibles or self-insured retention amounts necessary to
preserve the coverage provided under the Policies.

If the Debtors fail to pay the PFA Installments, their PFA
counterparties have the right to request cancellation of the
insurance policies upon 10-days' written notice to the Debtors
subject to the right of the Debtors to cure the payment or other
default within the period, Mr. Sprayregen asserts.  He explains
that if the Policies under the PFAs are cancelled, the Debtors
would be forced to obtain replacement insurance on an expedited
basis likely at a significant cost and disruption to their estates
and operations.

In light of the importance of maintaining insurance coverage with
respect to their business activities and preserving liquidity by
financing certain of their insurance premiums, the Debtors submit
that it is in the best interests of their estates to honor their
obligations under the PFAs.

                   About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affilaites filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent.  The Debtor estimated assets and debts of more
than $1 billion in its Chapter 11 petition.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.

Bankruptcy Creditors' Service, Inc., publishes Innkeepers USA
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Innkeepers USA Trust and
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000).


INNKEEPERS USA: Has Final Approval to Pay Prepetition Wages
-----------------------------------------------------------
Innkeepers USA Trust and its 91 debtor affiliates received final
approval from the U.S. Bankruptcy Court to (i) pay certain
prepetition wages, salaries, and reimbursable employee expenses,
(ii) pay and honor certain employee medical and other benefits,
and (iii) continue employee benefits programs.

The Debtors estimate that they owe approximately $6.7 million on
account of the Employee Obligations.  They assure the Court that
they are not seeking to pay Employee Obligations that constitute
"wages, salaries, or commission" or "allow unsecured claims for
contributions to an employee benefit plan" on account of any one
employee in excess of the $11,725 priority cap imposed by Sections
507(a)(4) and 507(a)(5) of the Bankruptcy Code.

James H.M. Sprayregen, P.C., Esq., at Kirkland & Ellis LLP, in New
York, relates that the Debtors currently employ 26 employees and
also are directly responsible under various hotel management
agreements for the compensation and benefits for approximately
2,580 individuals, who work at the Debtors' 72 hotels.  The Hotel
Employees are either employees of Island Hospitality Management,
Inc., or Dimension Development Company, Inc.

Twenty-three of the Debtors' Employees and 372 of the Hotel
Employees are paid on a salaried basis and three of the Debtors'
Employees and 2,183 of the Hotel Employees are paid on an hourly
basis.

The Debtors seek the Court's permission to pay these employee
wages and benefits:

  (a) employee wages, which constitute unpaid compensation for
      approximately $2.6 million and certain deductions and
      withheld tax amounts;

  (b) reimbursable expenses, which are paid through a credit
      card program or payroll, and certain non-employee director
      travel expenses;

  (c) incentive plans consisting of:

      * Island Select Service Incentive Program and Full Service
        Incentive Program;

      * Dimension General Manager Incentive Bonus Plan;

      * Dimension Sales Incentive and Catering Incentive Plans;
        and

      * Management Incentive Plan; and

  (d) employee benefits programs, which include:

      * health benefits plans;
      * other insurance benefits;
      * 401(k) plan and deferred compensation plan;
      * workers' compensation;
      * vacation time and sick leave; and
      * union pension plan.

The Debtors' failure to satisfy their Employee Obligations will
jeopardize Employee morale and loyalty at a time when Employee
support is critical to stabilization efforts in the first instance
and the Debtors' overall restructuring efforts in the longer term,
Mr. Sprayregen contends.  He asserts that payment of Unpaid
Compensation at this time will enhance value for the benefit of
all interested parties because it will help ensure that the
Employees, which are the lifeblood of the Debtors' business
operations, continue to provide vital services to the Debtors at
this critical juncture.

Finding, attracting and training new qualified talent would be
extremely difficult and would most likely require higher salaries,
guaranteed bonuses and more comprehensive compensation packages
than are currently provided to the Debtors' Employees, Mr.
Sprayregen points out, among other things.

                   About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affilaites filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent.  The Debtor estimated assets and debts of more
than $1 billion in its Chapter 11 petition.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.

Bankruptcy Creditors' Service, Inc., publishes Innkeepers USA
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Innkeepers USA Trust and
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000).


INNKEEPERS USA: Wins Final Nod to Pay Taxes & Fees
--------------------------------------------------
Innkeepers USA Trust and its 91 debtor affiliates received final
approval from the Bankruptcy Court to remit and pay sales,
occupancy, use and franchise taxes, as well as business license
and similar fees.

In the ordinary course of operating their business, the Debtors
and their hotel managers collect and incur income, sales,
occupancy, use, franchise and other taxes, assessments, fees and
similar charges.  The Debtors remit the Taxes and Fees to various
federal, state and local taxing, licensing and other governmental
authorities.  The Debtors pay the Taxes and Fees monthly,
quarterly, annually or biennially to the respective Authorities in
accordance with applicable laws and regulations.

James H.M. Sprayregen, P.C., Esq., at Kirkland & Ellis LLP, in New
York, relates that certain of the Debtors are parties to various
hotel management agreements with two hotel management companies,
who manage the Debtors' hotel properties.  These Debtors are
obligated to reimburse and compensate the Hotel Managers for
various expenses and services, including Taxes and Fees incurred
in the operation of the Debtors' business.

While the Debtors believe they are current with respect to their
payment of Sales and Occupancy Taxes, they estimate that, as of
the Petition Date, they owe $3.3 million in prepetition Sales and
Occupancy Taxes, which are recorded together, that have accrued
but have not yet become due and payable, with approximately
$2.95 million of which becoming due and owing by August 9, 2010.

The Debtors believe they are current with respect to their payment
of Use Taxes.  However, the Debtors estimate that, as of the
Petition Date, they may owe approximately $325,000 to the
Authorities on account of prepetition Franchise Taxes.  They also
estimate that approximately $200,000 in Business License Fees are
due for the remainder of 2010, approximately $40,000 of which will
become due and owing by August 9.

Mr. Sprayregen asserts that certain of the Taxes and Fees may not
be property of the Debtors' bankruptcy estates.  He notes that
many of the Taxes and Fees constitute "trust fund" taxes, which
the Debtors are required to collect from their customers and hold
in trust for payment to the Authorities.  He contends that courts
have held that those taxes are not part of a debtor's estate,
citing Begier v. Internal Revenue Serv., 496 U.S. 53, 57-60
(1990), among others.

The Debtors, therefore, generally do not have an equitable
interest in funds held on account of the "trust fund" taxes, and
they should be permitted to pay those funds to the Authorities as
they become due, Mr. Sprayregen tells Judge Chapman.

Certain of the Taxes and Fees may constitute secured or priority
claims entitled to special treatment, Mr. Sprayregen says.  He
contends that payment of certain of the Taxes and Fees likely will
give the Authorities no more than that to which they otherwise
would be entitled under a Chapter 11 plan and will save the
Debtors potential interest expense, legal expense and penalties
that otherwise might accrue on account of the Taxes and Fees
during the pendency of the cases.

                   About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affilaites filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent.  The Debtor estimated assets and debts of more
than $1 billion in its Chapter 11 petition.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.

Bankruptcy Creditors' Service, Inc., publishes Innkeepers USA
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Innkeepers USA Trust and
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000).


INNKEEPERS USA: Wins OK to Grant Admin. Priority to Suppliers
-------------------------------------------------------------
Prior to the Petition Date, and in the ordinary course of
business, Innkeepers USA Trust and its 91 debtor affiliates
ordered approximately $4.1 million of goods for which delivery
will not occur until after the Petition Date.  The Debtors
estimate that the prepetition amounts owed to shippers,
warehousemen and materialmen are approximately $1,000,000.  They
also estimate that the prepetition amounts owed to the claimants
for claims under the Perishable Agricultural Commodities Act of
1930 are approximately $300,000.

As a result of the commencement of the Chapter 11 cases, suppliers
may be concerned that goods ordered prior to the Petition Date
pursuant to the Outstanding Orders will render the suppliers
general unsecured creditors of the Debtors' bankruptcy estates
with respect to those goods, relates James H.M. Sprayregen, P.C.,
Esq., at Kirkland & Ellis LLP, in New York.

Mr. Sprayregen contends that suppliers may refuse to ship or
transport the goods, or may recall shipments, with respect to the
Outstanding Orders unless the Debtors issue substitute purchase
orders postpetition or the Court permits the Debtors to meet their
obligations under the Outstanding Orders.

The Debtors, therefore, sought and obtained final approval from
the Bankruptcy Court to:

  (a) grant administrative expense priority under Section 503(b)
      of the Bankruptcy Code to all of their undisputed
      obligations for goods ordered prepetition and delivered
      postpetition, and authorizing the Debtors to satisfy those
      obligations in the ordinary course;

  (b) pay prepetition claims of their shippers, warehousemen,
      and materialmen; and

  (c) pay prepetition PACA Claims.

To avoid undue delay and to facilitate the continued operation,
maintenance and improvement of the Debtors' business, the Debtors
seek immediate authority to pay and discharge, on a case-by-case
basis and in their sole discretion, the claims of all Claimants
that could give rise to a lien against the Debtors or the Debtors'
customers regardless of whether those Claimants have already have
perfected their interests.

Pursuant to Section 503(b), most obligations that arise in
connection with the postpetition delivery of goods and services,
including goods ordered prepetition, are in fact administrative
expense priority claims because they benefit the estate
postpetition, Mr. Sprayregen contends.  He also asserts that
payment of claims of shippers, warehousemen and materialmen is
warranted under the doctrine of necessity, citing Section 105(a)
of the Bankruptcy Code.

The prompt and full payment of PACA Claims should be authorized by
the Court because assets governed by PACA do not constitute
property of the estates, Mr. Sprayregen further contends.  As a
result, he points out, the distribution of assets to the PACA
Claimants falls outside the priority scheme of the Bankruptcy
Code, and PACA Claimants are, thus, entitled to payment from the
PACA Trust ahead of the Debtors' other creditors.

                   About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affilaites filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent.  The Debtor estimated assets and debts of more
than $1 billion in its Chapter 11 petition.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.

Bankruptcy Creditors' Service, Inc., publishes Innkeepers USA
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Innkeepers USA Trust and
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000).


JAMES HARRISON: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: James B. Harrison
               Barbara J. Harrison
               One Fox Chase Drive
               Watchung, NJ 07069

Bankruptcy Case No.: 10-35130

Chapter 11 Petition Date: August 16, 2010

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Raymond T. Lyons, Jr.

Debtors' Counsel: Robert J. Ferb, Esq.
                  R.J. FERB LAW OFFICES
                  448 Union Avenue
                  Middlesex, NJ 08846
                  Tel: (732) 469-3422
                  E-mail: rjf1@bellatlantic.net

Scheduled Assets: $1,977,395

Scheduled Debts: $10,720,409

A list of the Joint Debtors' 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb10-35130.pdf


KENTUCKY DATA: Windstream Deal Cues Moody's Rating Review
---------------------------------------------------------
Moody's Investors Service placed all ratings for Kentucky Data
Link, Inc., on review for possible upgrade following the
announcement of the proposed acquisition by Windstream Corporation
(Ba2 corporate family rating).  The review for upgrade
incorporates the benefits of Windstream Corporation's stronger
credit profile and the high perceived likelihood that the
transaction is completed.

The proposed transaction incorporates an expectation that KDL's
existing rated debt will be repaid by Windstream upon completion,
after which Moody's would withdraw its ratings for KDL.

A summary of the action's follows.

Kentucky Data Link, Inc.

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently B2

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently B1

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently B1

  -- Outlook, Changed To Rating Under Review From Stable

Moody's most recent rating action on KDL occurred on December 11,
2009, at which time Moody's affirmed the B1 corporate family
rating and revised the outlook to stable from positive.

Kentucky Data Link, Inc., a wholly owned subsidiary of Q-Comm
Corporation, is headquartered in Evansville, IN, and provides
wholesale long-haul transport telecommunications services in the
Midwest and Southeast US.

Moody's Investors Service adopts all necessary measures so that
the information it uses in assigning a credit rating is of
sufficient quality and from reliable sources; however, Moody's
Investors Service does not and cannot in every instance
independently verify, audit or validate information received in
the rating process.


L & H TRUCKING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: L & H Trucking Company, Inc.
        860 Gitts Run Road
        Hanover, PA 17331

Bankruptcy Case No.: 10-06657

Chapter 11 Petition Date: August 16, 2010

Court: U.S. Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Robert N. Opel, II

Debtor's Counsel: Lawrence V. Young, Esq.
                  CGA LAW FIRM
                  135 North George Street
                  York, PA 17401
                  Tel: (717) 848-4900
                  Fax: (717) 843-9039
                  E-mail: lyoung@cgalaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/pamb10-06657.pdf

The petition was signed by Glenn A. Longstreth, president.


LAS VEGAS SANDS: S&P Raises Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on the Las Vegas Sands Corp. family of companies to 'B'
from 'B-'.  The rating outlook is positive.  Aside from Las Vegas
Sands Corp., the LVSC family of companies includes Las Vegas Sands
LLC, its Venetian Casino Resort LLC subsidiary, and affiliate VML
U.S. Finance LLC.  All issue-level ratings were also raised by one
notch in conjunction with the corporate credit rating upgrade.
The ratings were removed from CreditWatch, where they were placed
with positive implications July 28, 2010.

At the same time, S&P assigned new issue-level ratings to Las
Vegas Sands LLC's extended $532.5 million revolving credit
facility and approximately $1.9 billion of term loans (three
tranches).  S&P rated the new facilities 'B' (at the same level as
the corporate credit rating) with a recovery rating of '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
for lenders in the event of a payment default.

"The rating upgrade reflects the substantial improvement to the
company's debt maturity profile that results from the completion
of the amend-and-extend transaction," explained Standard & Poor's
credit analyst Ben Bubeck.  "Furthermore, given the easing of the
leverage covenant into 2012, the company's financial flexibility
and liquidity profile also improved."

S&P expects only gradual improvement in the performance of the Las
Vegas properties over the next few years, which would likely
continue the need for equity cures and/or cash balances remaining
at the U.S. entity to maintain covenant compliance.  Still, S&P
views the executed transaction as an important step in
establishing a more sustainable capital structure at the U.S.
entity.  The rating upgrade also reflects continued strong
performance in Macau and encouraging initial results from Marina
Bay Sands in Singapore.

The 'B' corporate credit rating reflects LVSC's significant
consolidated funded debt burden of over $9 billion (pro forma for
the amend-and-extend transaction); an aggressive development
pipeline, with capital expenditures totaling approximately
$4.3 billion in 2010 and 2011; and the high levels of competition
in the company's markets.  Strong operating trends, substantially
improved profitability following recently completed cost-
containment efforts, the potential for the company to generate
substantial cash proceeds through the sale of noncore assets, and
manageable debt maturities over the next few years somewhat temper
these negative rating factors.

When assessing LVSC's credit quality, S&P considers the
consolidated entity, despite the distinct financing structures at
LVSC and its U.S., Macau, and Singapore subsidiaries.  S&P deems
the strategic relationship between the parent and each subsidiary
as an important factor bearing on the credit quality of the
overall consolidated entity.  However, the notching of S&P's
issue-level ratings from the corporate credit rating, based on
S&P's particular recovery rating for each individual issue,
recognizes the distinct financing structures.


LEHMAN BROTHERS: Appaloosa Opposes Innkeepers Plan Deal
-------------------------------------------------------
Appaloosa Investment Corporation is trying to block approval of
Lehman Commercial Paper Inc.'s motion to permit an affiliate to
enter into a plan support agreement with Innkeepers USA Trust.

In court papers, Appaloosa, one of LCPI's creditors, says the
company did not explain why it is compelled to have the PSA
agreement approved now given that Innkeepers' bankruptcy case is
still at its early stage.

"Lehman has not demonstrated any adequate business purpose for
its entry into the PSA," says Appaloosa's attorney, Rachel
Strickland, Esq., at Willkie Farr & Gallagher LLP, in New York --
rstrickland@willkie.com

LCPI earlier asked Judge James Peck of the U.S. Bankruptcy Court
for the Southern District of New York to permit an affiliate,
Lehman ALI Inc., to enter into the PSA that would allow it to get
100% equity in the reorganized Innkeepers.  The PSA also calls
for Lehman ALI to sell 50% of its equity to Apollo Investment
Corp. for $107.5 million.

Lehman ALI is a lender of Innkeepers, which filed for bankruptcy
protection last month.  It holds a $220.2 million secured claim
against the hotel investment company, which stemmed from the
$250 million loan that it provided to fund parts of the
$1.8 billion buyout of Innkeepers by Apollo.

Ms. Strickland has also criticized what she describes as the
premature sale of the new equity that Lehman ALI may receive in
the future.

"Lehman's agreement with Apollo will not be subject to higher and
better offers.  Lehman has failed to articulate on what basis it
believes that Apollo would offer the highest price for the new
equity," she says.

              Creditors' Committee Supports PSA

The Official Committee of Unsecured Creditors has no objection to
the approval of the PSA.  The Committee says, together with its
advisors, it has carefully evaluated the strategic options
available to the Debtors and their affiliates with respect to
Innkeepers. The Committee believes that the proposed
restructuring set forth in the Plan Support Agreement, including
the conversion of ALI's $220.2 million Mortgage Loan into
substantially all of the New Equity in the reorganized Innkeepers
and the subsequent sale of that equity to Apollo, will maximize
recovery on the Mortgage Loan.

                       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 US$639 billion in assets and US$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 US$2
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 other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Committee Supports Financing for Heritage Project
------------------------------------------------------------------
The Official Committee of Unsecured Creditors for Lehman Brothers
Holdings Inc. has expressed support for the proposed financing,
saying the funding is necessary in ensuring that the Heritage
Fields Project will have the capital needed to continue its
operations.

Lehman Brothers Holdings Inc. earlier proposed to provide
financing for the project by acquiring up to $32 million of
participation interest in a loan that El Toro LLC provided to the
owner of the 3,723-acre masterplan development.

The financing, however, may not push through unless the Court
approves the amended version of a participation agreement whose
original terms allow LBHI to purchase only up to $24.5 million of
participation interest.

"The estates' interests will be well protected while the funding
provided through the proposed purchase of the additional
participation interests will make available to Heritage the
capital necessary for it to operate," the Creditors Committee
said in court papers.

Jeffrey Fitts, managing director of Alvarez & Marsal Real Estate
Advisory Services, backed the proposed funding, saying there are
project costs which require immediate payment.

"The project's value is inextricably tied to the payment of these
costs, and, as such, if they were unpaid, LBHI would risk losing
its valuable investment in the project," Mr. Fitts said in court
filings.

                       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 US$639 billion in assets and US$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 US$2
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 other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Creditors Express Concern Over Loans Acquisition
-----------------------------------------------------------------
A group of creditors has expressed concern over the lack of
disclosure about the proposed acquisition of loans by Lehman
Brothers Holdings Inc.'s affiliate, saying the "Sun and Moon"
residential project in Versailles, France, may fail and leave the
company empty handed.

"The problem with the motion insofar as these conflicts are
concerned is the lack of any meaningful disclosure as to who
represented LBHI's interests in the decision making process," the
group says in court papers.

The group, which calls itself the ad hoc group of Lehman Brothers
creditors, further says that the motion did not also disclose who
determined that LBHI would be providing equity versus debt and
who agreed on the company's behalf to consent to Lehman
Commercial Paper Inc. investing funds senior to the company.

"What is apparent is that, in the event that the project fails,
LBHI will be faced with the prospect of being foreclosed on by
its own affiliate," the group says.

LBHI earlier filed the motion to allow LCPI to purchase loans
through a joint venture with Luxembourg-based LBREP III Europe
S.a.r.l. SICAR.  The loans comprise the senior debt in a
residential project known as "Sun and Moon," in which LBREP and
LBHI own stake.

The buyout is part of a deal that LBHI hammered out with LBREP to
get additional funding for the Sun and Moon project.  The deal
calls for the acquisition of the loans by LCPI Inc. from Lehman
Brothers Bankhaus AG, which will then be assigned to the joint
venture to be owned 37.5% by LCPI and 62.5% by LBREP.

The additional funding for the residential project will be in the
form of debt from LCPI and equity investment from LBHI and LBREP.
About EUR102.4 million is still needed to finish the project.

In a related development, LBHI filed a revised proposed order,
which provides for the preservation of any claims, rights and
obligations of the company and its affiliated debtors.  The
revised terms also provide that the order does not constitute or
approve any waiver and relinquishment of the rights of LBHI, its
affiliated debtors or any concerned party in connection with the
loan acquisition.

                       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 US$639 billion in assets and US$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 US$2
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 other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LBI Trustee Wants FX Claims Ruling Upheld
----------------------------------------------------------
James W. Giddens, as trustee for the liquidation of the business
of Lehman Brothers, Inc., under the Securities Investor
Protection Act of 1970, as amended, asks the Court to uphold his
determination of certain claims arising out of forward foreign
currency transactions closed out pursuant to certain International
Swap Dealers Association Master Agreements entitled Multicurrency-
Cross Border.

Mr. Giddens says these claimants have objected to the Trustee's
determination that claims arising out of forward transactions to
purchase or sell foreign currency are not "customer" claims
within the meaning of SIPA:

  -- Banco de Mexico (Claim No. 900004741);
  -- Absa Bank Limited (Claim No. 900003370);
  -- Lehman Brothers GTAA (Claim No. 800003085); and
  -- RIC-RIF Non-US Fund (Claim No. 900004642).

James B. Kobak, Jr., Esq., at Hughes Hubbard & Reed LLP, in New
York, contends that the Trustee's determinations, which deny each
of the ISDA FX Claimants customer status under SIPA and convert
their asserted customer claims to general creditor claims, should
be confirmed because the ISDA FX Claimants are not customers
under SIPA.  "The ISDA FX Claimants are sophisticated parties who
entered into contracts with LBI to purchase or sell designated
foreign currencies at designated dates subsequent to the
[Petition Date], and now claim damages for LBI's breach. They
never entrusted 'securities' to be held in a 'securities account'
with LBI as a securities broker dealer, essential elements of
customer status under SIPA.  Likewise, they did not deposit cash
with LBI for the purpose of purchasing securities.  Even assuming,
contrary to fact, that entrustment of property had occurred, the
forward foreign currency transactions underlying these claims are
expressly excluded from SIPA's definition of 'security' which
also clearly places these claims outside the statutory coverage."

Mr. Kobak points out that the objections filed by the ISDA FX
Claimants to the Trustee's determinations fail to take account of
the relevant statutory provisions, including the definition of
customer and the exclusion of currency transactions from SIPA
coverage.  "Instead they largely rely on the Commodity Broker
Liquidation subchapter of chapter 7 of the Bankruptcy Code, which
is codified as subchapter IV of chapter 7 in the U.S. Bankruptcy
Code.  However, even under those provisions the ISDA FX Claims
are based on contracts -- forward contracts that were simply
bilateral agreements between the claimants and LBI -- that are
specifically excluded from coverage under the Commodities
Subchapter," Mr. Kobak asserts.

According to Mr. Kobak, as contracting parties that dealt with
LBI under ISDA Agreements, the ISDA FX Claimants are, at best,
unsecured creditors of the LBI general estate.  "Upon the
commencement of [the bankruptcy] proceeding, the ISDA FX
Claimants exercised rights to terminate the ISDA Agreements under
Bankruptcy Code safe harbor provisions and are now claiming
breach damages, together with interest and attorneys' fees, as
additional contractual remedies under the ISDA Agreements. These
are unsecured claims against general funds of the LBI estate, not
claims entitling their holders to share in the fund of 'customer
property' held by the Trustee for distribution to customers."

"Where the type of forward contract activity that is the basis
for the ISDA FX Claims is specifically excluded by both SIPA and
the Commodities Subchapter, and the minimum conditions for
customer status under SIPA are plainly not met, the Trustee's
position must be confirmed," Mr. Kobak asserts.

The Trustee asks the Court to (1) confirm his determination
denying the ISDA FX Claimants' claims as customer claims and
reclassify them to general unsecured claims in an undetermined
amount, and (2) expunge the ISDA FX Objections.

Daniel T. McIsaac filed an affidavit in support of Trustee's
motion.  Mr. McIsaac was retained by Hughes Hubbard & Reed LLP to
provide expert analysis and opinions on various matters related
to the regulatory provisions applicable to LBI as a United States
broker-dealer subject to regulation by the Securities and
Exchange Commission.  Mr. McIsaac's Affidavit explains the
regulatory provisions applicable to money obligations relating to
foreign currency trades owed among counterparties of ISDA
Agreements.

                       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 US$639 billion in assets and US$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 US$2
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 other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: U.S. Bank Opposes Termination of Trust Agreement
-----------------------------------------------------------------
U.S. Bank N.A. asks the U.S. Bankruptcy Court to deny approval of
the motion to terminate and amend the agreements related to the
Restructured Asset Securities with Enhanced Returns Series 2007-7-
MM Trust.

Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc.
earlier proposed to replace U.S. Bank as trustee through the
termination and amendment of the agreements in order to
streamline the management of their real estate loans and other
illiquid assets.

The agreements govern the RACERS MM Trust and another trust to
which LCPI granted participations in the assets as collateral.

U.S. Bank's attorney, Franklin Top III, Esq., at Chapman and
Cutler LLP, in Chicago, Illinois, says the Lehman units did not
provide any proof that they are the beneficial holders of the
notes issued through the RACERS MM Trust.

Mr. Top expresses concern that the investment of noteholders
would be placed under an "unfettered investment direction" of the
Lehman units contrary to the terms of the indenture which governs
the issuance of the notes.

The indenture dated August 23, 2007 was entered into between
RACERS MM Trust and U.S. Bank.  The indenture is administered by
the bank.

U.S. Bank's objection was criticized by LBHI's lawyer who said
the objection "illustrates exactly why the relief requested is
necessary."

Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in Houston,
Texas, pointed out that they proposed to amend and terminate the
agreements because the Lehman units could not certify to U.S.
Bank's satisfaction that no other entity has an interest in the
notes and, thus, could not efficiently manage the assets.

LBHI, however, has agreed to make certain concessions to U.S.
Bank and has filed a revised proposed order, which provides for a
release of the bank from all claims and lawsuits, payment of fees
and expenses for its services as trustee, among other things.

U.S. Bank said it will withdraw its objection to the motion if
the Court signs off the revised order.

A full-text copy of the revised proposed order is available for
free at http://bankrupt.com/misc/LBHI_ProposedOrderRacers.pdf

The motion also drew reaction from an ad hoc group of Lehman
creditors who expressed doubt whether approval of the motion
would be beneficial to each of the bankruptcy estates.

LBHI, however, found an ally in the Official Committee of
Unsecured Creditors and in Lehman Brothers Inc.'s trustee.  Both
believe that approval of the motion would facilitate a more
efficient and economical management of the assets.

                       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 US$639 billion in assets and US$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 US$2
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 other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LIFECARE HOLDINGS: Posts $692,000 Net Income for June 30 Quarter
----------------------------------------------------------------
Lifecare Holdings Inc. filed its quarterly report on Form 10-Q,
reporting net income of $692,000 on $90,633 net patient service
revenues for the three months ended June 30, 2010, compared with
net loss of $2.17 million on $91,645 net patient service revenue
for the same period a year earlier.

The Company's balance sheet at June 30, 2010, showed $481.32
million in total assets, $489.26 million in total liabilities, and
a $7.93 million stockholders' deficit.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6932

                      About LifeCare Holdings

LifeCare Holdings, Inc. -- http://www.lifecare-hospitals.com/--
based in Plano, Texas, operates 19 long-term acute care hospitals
located in nine states.  Long-term acute care hospitals specialize
in the treatment of medically complex patients who typically
require extended hospitalization.

LifeCare Holdings carries a 'Caa1' corporate family rating and a
'Caa1/LD' probability of default rating, with "negative" outlook
from Moody's.  LifeCare has 'CCC+' long term issuer credit ratings
from Standard & Poor's.  On April 20, 2009, when it last affirmed
its rating on LifeCare, Moody's said, "The CFR of Caa1 continues
to reflect LifeCare's significant financial leverage and weak
interest coverage."


LIONCREST TOWERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lioncrest Towers, LLC
          aka Park Towers
        c/o North Street Properties
        100 Field Drive, Suite 110
        Lake Forest, IL 60045

Bankruptcy Case No.: 10-36805

Chapter 11 Petition Date: August 17, 2010

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Richard H. Fimoff, Esq.
                  ROBBINS, SALOMON & PATT LTD
                  25 E. Washington Street, Suite 1000
                  Chicago, IL 60602
                  Tel: (312) 456-0185
                  Fax: (312) 782-6690
                  E-mail: rfimoff@rsplaw.com

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

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

The petition was signed by Ivan Djurin, managing member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Highlands of Montour Run, LLC         10-21678            05/12/10

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
HD Supply Facilities Maint.        --                       $6,937
P.O. Box 509058
San Diego CA 92150-9058

ComEd                              --                       $3,477
Bill Payment Center
Chicago IL 60668-0001

Floor & Wall Carpet                --                       $2,625
75 Chancellor Drive
Roselle IL 60172

Home Depot Credit Services         --                       $2,524

Sears Commercial One               --                       $2,176

Brickman Group Ltd.                --                       $2,096

Sheldon G. Perl                    --                       $2,078

Apartment Guide                    --                       $1,860
Consumer Source, Inc.

Star A&J Disposal                  --                       $1,740

Rent.com                           --                       $1,556
Payment Center

Century Tile                       --                       $1,534

For Rent Magazine                  --                       $1,472

Phase 2 Services                   --                       $1,353

Ricoh Americas Corp-Leases         --                         $916
Lease Administration Center

Akzo Nobel Paints, LLC             --                         $856

L & H Services Inc.                --                         $795

TRI-STAR                           --                         $748

Village of Richton Park            --                         $550
(Inspections)

PNC Bank Credit Card              --                         $508

Chicago Land Communications       --                         $479


LOCAL INSIGHT: Debt Falls 48.75 Cents After Possible Breach
-----------------------------------------------------------
Michael Bathon and Carla Main at Bloomberg News report that bonds
of Local Insight Regatta Holdings Inc. tumbled the most on record
Aug. 17 after the directory publisher owned by Welsh, Carson,
Anderson & Stowe said it will likely breach the terms of its loan
agreement.  The $210.5 million of 11% notes due in 2017 dropped
48.75 cents to 23.75 cents on the dollar, according to Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority.

Local Insight said terms of the loan agreement will become "more
stringent" and "it is likely the company will breach the covenants
under its credit facilities" at Sept. 30 and at Dec. 31, the
publisher disclosed in a regulatory filing, according to
Bloomberg.


LYNN CITRON: Criminal Fine Was "New Value" in Avoidance Action
--------------------------------------------------------------
Under New York law, WestLaw reports, the Chapter 11 debtor-husband
irrevocably received the benefit of his plea bargain, and hence
his "new value," when he made his $75,000 payment to the state,
not when he was sentenced, for purposes of the state's assertion
of the affirmative defense of contemporaneous exchange for new
value.  The state established that the debtor's plea bargain was
conditioned on his payment of the $75,000 fine, and that his
failure to pay the fine could have deprived him of the benefit of
the bargain he reached as part of the plea agreement.  Hence, the
movant, which sought reconsideration of the bankruptcy court's
earlier decision, failed to establish that the court overlooked
controlling decisions or data which might have reasonably been
expected to alter the court's conclusion, and its motion would be
denied.  In re Citron, --- B.R. ----, 2010 WL 2902786 (Bankr.
E.D.N.Y.) (Trust, J.).

Liberty Mutual Insurance Company, acting on behalf of the Chapter
11 estates of Mr. and Mrs. Citron, brought an adversary proceeding
(Bankr. E.D.N.Y. Adv. Pro. No. 09-8126) against the State of New
York, seeking to avoid and recover, on constructive fraudulent
transfer and preference theories, fines that both debtors paid in
connection with their guilty pleas to criminal charges.  The State
asserted, inter alia, the affirmative defense of contemporaneous
exchange for new value.  The Bankruptcy Court, 428 B.R. 562,
granted summary judgment in favor of the State on the insurance
company's fraudulent transfer claims, granted summary judgment in
favor of the insurance company on its preference claim as to Mrs.
Citron's $9,000 payment, and denied summary judgment to both
parties on the preference claim as to Mr. Citron's $75,000
payment.  Liberty Mutual moved for reconsideration, and the
Honorable Alan S. Trust denied that motion.  A copy of the
Court's Memorandum Opinion dated July 23, 2010, is available at:

http://www.leagle.com/unsecure/page.htm?shortname=inbco20100723529

Lynn and Jeffrey Citron filed a Chapter 13 petition (Bankr.
E.D.N.Y. Case No. 08-71442) on March 27, 2008.  At that time, Mr.
Citron was incarcerated, and Mrs. Citron was serving a three-year
probation term.  On June 2, 2008, Liberty Mutual Insurance Company
filed a motion to dismiss the case, arguing that the Debtors had
filed their bankruptcy in bad faith, had failed to disclose all
assets, and were ineligible for Chapter 13 relief under 11 U.S.C.
Sec. 109(e) because their liquidated, unsecured claims
approximated $10 million, and their debts to Liberty Mutual,
including treble damages and prepetition interest, exceeded
$26 million.  On June 27, 2008, the Bankruptcy Court issued an
Order directing the Debtors to show cause why this case should not
be converted to a case under chapter 7.  On July 23, 2008,
following a substitution of counsel, the Debtors moved to convert
the case from Chapter 13 to Chapter 11, and on Aug. 29, 2008, the
Bankruptcy Court granted that request.


MAKING VIRTUAL: Creditors Withdraw Ch. 7 Involuntary Petition
-------------------------------------------------------------
Creditors Martin J. Levine, the Levine Family Partnership, LLC,
and the Arcellus Group, LLC, have withdrawn their Chapter 7
involuntary petition against Making Virtual Solid, L.L.C.

The Levine Family Partnership, LLC, and the Arcellus Group, LLC,
filed a Chapter 7 involuntary petition against New Milford, New
Jersey-based Making Virtual Solid, L.L.C., on August 10, 2010
(Bankr. D. Del. Case No. 10-12529).


MOVIE GALLERY: Court Establishes Sept. 1 as Admin. Claims Bar Date
------------------------------------------------------------------
At Movie Gallery Inc.'s behest, the Bankruptcy Court established
September 1, 2010, as the last day by which all persons or
entities holding a claim entitled to administrative priority under
Section 503 of the Bankruptcy Code -- but excluding claims arising
under Section 503(b)(9) -- and arising after February 2, 2010, but
prior to July 31, 2010, must file claims against the Debtors.

Judge Douglas O. Tice, Jr., approved the form of notice of the
Initial Administrative Claims Bar Date proposed by the Debtors,
and the manner of providing notice of the Initial Administrative
Claims Bar Date.

All persons or entities holding an Administrative Claim against
the Debtors arising after the Petition Date and prior to the Cut-
off Date will complete the Administrative Claim Form and
Declaration and deliver it to the Debtors' claims agent,
Kurtzman Carson Consultants, LLC on or before the Initial
Administrative Claims Bar Date.

Any holder of an Administrative Claim that is required to file,
and fails to file, an Administrative Claim Form and Declaration
by the Initial Administrative Claims Bar Date and in accordance
with the approved procedures is forever barred, estopped, and
permanently enjoined from asserting the Administrative Claim
against the Debtors or the property of any of the Debtors or any
successors to the Debtors.  That holder will not be entitled to
receive any distribution in the Chapter 11 cases on account of
the Administrative Claim, Judge Tice said.

These Administrative Claims are exempt from the Initial
Administrative Claims Bar Date, and holders of these
Administrative Claims are not required to file an
Administrative Claim Form and Declaration:

  (a) Fees and expenses incurred by professionals employed by
      Order of the Court in the above-referenced cases;

  (b) Administrative Claims of Kurtzman Carson Consultants, LLC
      in the Debtors' Chapter 11 cases;

  (c) Fees arising under 28 U.S.C. Section l930(a)(6) -- U.S.
      Trustee Fees -- in the Chapter 11 cases;

  (d) Administrative Claims of the Prepetition Secured Parties
      arising under, or authorized by, the Final Cash Collateral
      Order;

  (e) Administrative Claims arising after the Cutoff Date in the
      Debtors' Chapter 11 cases;

  (f) Administrative Claims arising under Section 503(b)(4) of
      the Bankruptcy Code in the Debtors' Chapter 11 cases;

  (g) Administrative Claims that have already been asserted by
      the filing of a motion or claim by the holder of the
      claims on or before August 2, 2010; and

  (h) Administrative Claims that have been previously paid or
      Otherwise satisfied on or before August 2, 2010.

Parties asserting Administrative Claims arising from leases of
nonresidential real property are required to provide these
information, with specificity, on their Administrative Claim Form
and Declaration:

    (i) the store number assigned by the Debtors to the subject
        Lease, if ascertainable;

   (ii) the address of the store related to the subject Lease;
        and

  (iii) a detailed breakdown of the amounts sought, including,
        but not limited to, rent, common area maintenance,
        taxes, insurance and clean-up, as applicable.

Each Administrative Claim Form and Declaration will be
accompanied by copies of all relevant agreements, leases,
invoices or other documentation supporting the Administrative
Claim.  If other documentation supporting the Administrative
Claim is voluminous, a summary may be included.

The allowance or payment of all Administrative Claims asserted
against the Debtors will ultimately be determined by the Court.

Nothing will be construed to limit, or in any way affect, the
Debtors' ability to dispute any Administrative Claim on any
ground, or to assert offsets against or defenses to the claim, as
to amount, liability, or otherwise or any creditor's right or
ability to amend their claims, but not assert new claims, provide
additional documentation in support of the claims or in
opposition to any defenses to the claims.

Also, nothing will: (i) be deemed to constitute an assumption or
rejection of any executory contract or prepetition or
postpetition agreement between the Debtors and any claimant, or
(ii) impact any prior Order of the Bankruptcy Court requiring
that claims arising under Section 503(b)(9) or any other claims
other than Administrative Claims be filed on or before a date
other than the Initial Administrative Claims Bar Date.

                       About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

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


MOVIE GALLERY: Proposes to Sell Gaming Inventory
------------------------------------------------
Movie Gallery, Inc., and its debtor affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia for
authority to sell games, gaming consoles and accessories in the
Debtors' distribution center in Nashville, Tennessee to Mazell
Media Wholesale LLC and Game Trading Technologies, Inc., free and
clear of all liens, claims, incumbrances and interests.

The Debtors note that they previously entered into an agreement
with COKeM International Ltd. for the purchase of approximately
600,000 new and used games and certain related gaming accessories,
which is located at the Distribution Center, subject to competing
bids.

Since the sale to COKeM, additional inventory, including the
Gaming Inventory, has been returned to the Distribution Center
as a result of store closures and credit arrangements with
various movie studios, Michael A. Condyles, Esq., at Kutak Rock
LLP, in Richmond, Virginia, relates.

The Gaming Inventory consists of four lots:

  a. Lot 1 - Hardware:  A variety of conditioned hardware decks
     and brands.

  b. Lot 2 - New Software:  A variety of games for various
     hardware decks.

  c. Lot 3 - Defectives:  Damaged, non-working, distressed
     product like broken accessories, damaged disks, non-working
     hardware units, damaged strategy guides, cables and other
     defective components.

  d. Lot 4 - used software accessories and novelties.

Mr. Condyles says that after marketing the items comprising the
Gaming Inventory to industry contacts and the Debtors'
liquidating groups, the Debtors received bids for the Gaming
Inventory, which resulted in offers from two different entities.

He reveals that the highest bids for Lots 3 and 4 were received
from Game Trading, specifically $285,000 for Lot 3 and $508,000
for Lot 4.

The highest bids for Lots 1 and 2 were received from Mazell
Media, specifically, $289,221 for Lot 1 and $230,622 for Lot 2.

The final sales price for Lots 1, 2, 3, and 4 may be increased or
decreased based on the final determination of units available for
sale.

Under Section 363(f) of the Bankruptcy Code, a debtor-in-
possession may sell property of a debtor's estate, free and clear
of any lien, claim or interest if, among other things:

  (1) applicable nonbankruptcy law permits sale of the property
      free and clear of the interest;

  (2) the lienholder consents;

  (3) the interest is a lien and the price at which the property
      is sold is greater than the aggregate value of all liens
      on the property;

  (4) the interest is in bona fide dispute; or

  (5) the entity could be compelled, in a legal or equitable
      proceeding, to accept a money satisfaction of the
      interest.

Mr. Condyles assert that a sale of the Gaming Inventory free and
clear of all pledges, liens, security interests, claims, charges,
options and interests thereon and there against is appropriate
under the circumstances because one or more of the conditions of
Section 363(f) will be satisfied.  He points out that the
Debtors' Prepetition Secured Lenders hold a security interest in
the Gaming Inventory and have consented to the sale of the Gaming
Inventory on the condition that their interests will attach to
the proceeds of any sale.

Thus, with respect to the Prepetition Secured Lenders, Section
363(f)(2) is satisfied and the Gaming Inventory may be
transferred free and clear of their Interests, says Mr. Condyles.

In addition, Mr. Condyles argues that Mazell and Game Trading
will provide substantial value to the estate for the Gaming
Inventory and no adverse claims exist with respect to the assets
that will not be adequately provided for in connection with the
sale.  He adds that given the Debtors' diligent efforts to obtain
the highest price for the Gaming Inventory and the arm's-length
negotiations that have taken place, the Debtors know that Mazell
and Game Trading have not engaged in any of "the misconduct that
would destroy a purchaser's good faith status at a judicial sale
like fraud, collusion between the purchaser and other bidders or
the trustee, or an attempt to take grossly unfair advantage of
other bidders."

                  COKeM Makes Higher Bid

COKeM International, Ltd., reveals that it was the highest bidder
on, and purchaser of, certain inventory of the Debtors in
connection with the Debtors' liquidation of their assets.

Alan M. Noskow, Esq., at Patton Boggs LLP, in McLean, Virginia,
point out that the Debtors' Request lacks specific sale terms,
however, if the terms are similar to those previously sent to
COKeM, then his client is willing to pay $1,451,000 for the
Gaming Inventory.

The purchase prices for the Gaming Inventory pursuant to the
Debtors' Request aggregates $1,312,843.

"Not only is COKeM's offer higher than the total offers from Game
Trading and Mazell, but COKeM's offer is also better because the
Debtors can deal with one buyer instead of two," Mr. Noskow
asserts.

For these reasons, COKeM asks the Court to deny the Debtors'
Request.

                       About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

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


MOVIE GALLERY: Sells Fee-Owned Properties
-----------------------------------------
Pursuant to the Bankruptcy Court's orders approving Great American
WF LLC as asset liquidator and authorizing Movie Gallery Inc. and
its units to sell their remaining assets free and clear of liens,
the Debtors notify the Court that they are selling these "fee-
owned properties" free and clear of liens:

  Property               Purchaser           Terms
  --------               ---------           -----
  1821 Louisa Street     Shane Bridges and   - $20,000 deposit
  Rayville, LA           Kayla Bridges or    - $201,000 purchase
                         Bridges Family        price
                         Partnership

  920 West American      Sang Thi Ngo        - $6,000 deposit
  Boulevard                                  - $60,000 purchase
  Muleshoe, TX                                 price

  917 Henderson St.      Ritha Bunurai and   - $5,000 deposit
  Palacios, TX           Kim Bunurai         - $69,000 purchase
                                               price

  1114 Commercial Ave.   Taylor By-Pass      - $10,000 deposit
  Coleman, TX            Trust               - $57,000 purchase
                                               price

  807 North Broadway     Willie and Milinda  - $6,000 deposit
  Cleveland, OK          Higgins             - $69,000 purchase
                                               price

  600 W. Dickinson       Frank and Susan     - $18,000 deposit
  Fort Stockton, TX      Lacy                - $181,000 purchase
                                               price

  308 North Karnes       Larry and Valarie   - $6,900 deposit
  Cameron, TX            Andress             - $69,000 purchase
                                               price

  8951 MS 15 Highway     Southeast Ventures  - $25,000 deposit
  Ackerman, MS           LLC                 - $335,000 purchase
                                               price
  604 Highway 278 East
  Amory, MS

  205 North 4th Street
  Baldwyn, MS

  18151 Highway 280
  Dadeville, AL

  425 North Jackson St.
  Houston, MS

  907 Mississippi Dr.    JS Group LLC        - $25,000 deposit
  Waynesboro, MS                             - $538,000 purchase
                                               price
  1205 US Highway 231 S
  Troy, AL

  1311 Woodmount Dr.
  Tuscumbia, AL

  1606 Kowaliga Road
  Eclectic, AL

  530 4th Ave., N.E.
  Red Bay, AL

  206 Chestnut Street    Qin Zheng           - $6,000 deposit
  Tallulah, LA                               - $78,000 purchase
                                               price

  220 East Bernard       A Plus              - $1,000 deposit
  Brazoria, TX           Management &        - $45,000 purchase
                         Investment LLC        price

  12825 Highway 36                           - $5,000 deposit
  Needville, TX                              - $69,000 purchase
                                               price

  1005 East Omega St.    Frank H.            - $6,000 deposit
  Henrietta, TX          Bullinger, Jr.      - $84,000 purchase
                                               price

                       About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

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


NAVY & HIGHLAND: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Navy & Highland, LLC
        15456 Ventura Boulevard, Suite 302
        Sherman Oaks, CA 91436
        Tel: (818) 849-3283

Bankruptcy Case No.: 10-20067

Chapter 11 Petition Date: August 16, 2010

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Dana M. Douglas, Esq.
                  16235 Devonshire Street, #19
                  Granada Hills, CA 91344
                  Tel: (818) 360-8295
                  Fax: (818) 360-9852
                  E-mail: dmddouglas@hotmail.com

Scheduled Assets: $1,500,000

Scheduled Debts: $2,525,000

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-20067.pdf

The petition was signed by Alex M. Martinez, authorized agent.


NCOAT, INC: Files for Chapter 11 to Sell to PE Firm
---------------------------------------------------
nCoat Inc. and three affiliates filed for Chapter 11 bankruptcy on
August 16 (Bankr. M.D. N.C. Case No. 10-11512) with plans to sell
most of its assets to a private equity firm for $1 million.

According to Bankruptcy Law360, the private equity firm,
California-based Fort Ashford Funds LLC, previously loaned nCoat
$142,000 and had agreed to put up an additional $200,000 in
postpetition financing, according to court documents obtained by
Law360.

Whitsett, North Carolina-based nCoat, Inc. (Other OTC: NCOA) and
its subsidiaries -- http://www.ncoat.com/-- research, license,
commercialize, distribute, and apply nano and multiple non-nano
surface coatings.  The Company's coatings are used by, among
others, automotive, diesel engine, trucking, recreational vehicle,
motorcycle, aerospace, and oil and gas industries.


NCOAT, INC: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: nCoat, Inc.
        7237 Pace Drive
        Whitsett, NC 27377

Bankruptcy Case No.: 10-11512

Chapter 11 Petition Date: August 16, 2010

Court: U.S. Bankruptcy Court
       Middle District of North Carolina (Greensboro)

Judge: Thomas W. Waldrep, Jr.

Debtor's Counsel: John A. Northen, Esq.
                  Vicki L. Parrott, Esq.
                  P. O. Box 2208
                  Chapel Hill, NC 27514-2208
                  Tel: (919) 968-4441
                  E-mail: jan@nbfirm.com
                          vlp@nbfirm.com

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

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

A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ncmb10-11513.pdf

The petition was signed by Paul Clayson, CEO.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
High Performance Coatings, Inc.       10-11515           8/16/10
MCC, Inc., dba Jet Hot                10-11514           8/16/10
nTech, Inc.                           10-11513           8/16/10
  Scheduled Assets: $1,480,231
  Scheduled Debts: $174,020



NEFF CORP: Remains on Track to Emerge From Ch. 11 in Near Term
--------------------------------------------------------------
Neff Rental Inc. selected an affiliate of Wayzata Investment
Partners as the successful bidder to sponsor Neff's plan of
reorganization at a court-approved auction conducted as a part of
Neff's prearranged reorganization proceedings.  Neff also
announced that it had designated a bid submitted by a group
composed of an affiliate of Odyssey Investment Partners and
certain of Neff's second lien lenders as the "backup" bid
submitted at the auction. N eff has also filed a revised Chapter
11 plan to incorporate the terms of Wayzata's successful bid (the
"Plan").

As a result of the auction, cash recoveries available to Neff's
second lien lenders have increased from $10 million to $73
million.  In addition, first lien term loan lenders may elect to
receive payment in full in cash or participate in a rights
offering for up to $181.6 million.  The rights offering is fully
backstopped by Wayzata.

With these developments, Neff remains on track to complete its
financial restructuring, eliminate more than $400 million in debt,
and emerge from Chapter 11 in the near term.  The deadline to vote
on Neff's Plan is September 1, 2010, with Neff's confirmation
hearing scheduled to occur on September 14, 2010.

"I am pleased with the auction results and the additional value
for our stakeholders generated by the auction. I look forward to
working with Wayzata Investment Partners to build long term value
for Neff and its stakeholders," said Graham Hood, Neff's chief
executive officer.

                         About Neff Corp.

Privately held Neff Corp., doing business as Neff Rental, provides
construction companies, golf course developers, industrial plants,
the oil industry, and governments with reliable and quality
equipment that is delivered on time where it is needed.  With more
than 1,000 employees operating from branches coast to coast, Neff
Rental is ranked by Rental Equipment Register (RER) magazine as
one of the nation's 10 largest  equipment rental companies.

Neff Corp. and its units, including Neff Rental Inc. filed for
Chapter 11 on May 17, 2010 (Bankr. S.D.N.Y. Case No. 10-12610).

Based in Miami, Neff has assets of $299 million and debt of
$609 million, according to the disclosure statement explaining the
plan.  Funded debt totals $580 million.  Revenue in 2009 was
$192 million.


NEXCEN BRANDS: XRoads to Manage Wind-Down
-----------------------------------------
NexCen Brands Inc. decided to engage on Aug. 6, 2010, XRoads
Solutions Group LLC in connection with the sale of substantially
all of its assets to Global Franchise Group LLC and its
anticipated wind-down.

On August 11, 2010, the Company completed negotiations with XRoads
with respect to the terms of their engagement and entered into a
formal agreement.  Pursuant to the Agreement, XRoads will manage
the wind-down of the Company and provide the services of its
managing principal, Dennis Simon.  Mr. Simon has previously been
appointed President of the Company effective August 4, 2010.  The
Agreement also provides that other XRoads personnel will be
appointed to officer and director positions at the Company as
necessary to assist with the wind-down.

XRoads personnel will provide the wind-down services outlined in
the Agreement to the Company at discounted hourly rates as set
forth in the Agreement, and be reimbursed for all out-of-pocket
costs and expenses reasonably incurred by XRoads for services
related to the engagement.  The Company paid XRoads a $100,000
advance, which XRoads will maintain in a segregated client
retainer account until work is performed and/or expenses are
incurred under the Agreement.

The Company will be required to replenish the Advance if and to
the extent that XRoads draws down amounts for fees earned and
expenses incurred.  XRoads will inform the Company bi-weekly of
the amount necessary, if any, to replenish the Advance, and the
Company is required to replenish the Advance within 2 days of such
notifications.  To the extent the Advance exceeds the amount of
XRoads' final bill, XRoads will refund the remaining balance
of the Advance to the Company.  The Agreement also provides
for XRoads to receive an incentive fee of 15% of any amounts
distributed to the Company's stockholders in excess of $8 million.

A full-text copy of the letter of agreement is available for free
at http://ResearchArchives.com/t/s?6922

                         About NexCen Brands

Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK)
-- http://www.nexcenbrands.com/-- was, prior to the completion of
the sale of substantially all of the Company's assets (the "Asset
Sale"), including its entire portfolio of franchised brands, to
Global Franchise Group, LLC, on July 30, 2010, a strategic brand
management company that owned and managed a portfolio of seven
franchised brands, operating in a single business segment:
Franchising.  These brands included five QSR brands (Great
American Cookies, Marble Slab Creamery, MaggieMoo's, Pretzel Time
and Pretzelmaker) and two retail footwear and accessories brands
(TAF and Shoebox New York).  All seven franchised brands were
managed by NexCen Franchise Management, Inc., a wholly owned
subsidiary of NexCen.  The Company's franchise network, across all
of its brands, consisted of approximately 1,700 stores in 38
countries.

NexCen's balance sheet at June 30, 2010, revealed $98.30 million
in total assets, $150.05 million in total liabilities, and a
stockholders' deficit of $51.75 million.

On July 29, 2010, NexCen Brands Inc. closed the sale of its
franchise businesses to Global Franchise Group, LLC, an affiliate
of Levine Leichtman Capital Partners.  Global acquired the
subsidiaries of NexCen that own the franchise business assets for
$112.5 million.


NORD RESOURCES: Posts $7.16MM Q2 Loss; Bankruptcy Warning Issued
----------------------------------------------------------------
Nord Resources Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $7.16 million on $8.70 million of net
sales for the three months ended June 30, 2010, compared with a
net loss of $1.15 million on $5.18 million of net sales for the
same period a year ago.

The Company's balance sheet at June 30, 2010, showed
$71.33 million in total assets, $54.68 million in total
liabilities, and a stockholders' equity of $16.65 million.

According to the Form 10-Q, Nedbank, the Company's senior lender,
has declined to extend the forbearance agreement with respect to
the scheduled principal and interest payments in the amounts of
$2,152,951 and $2,358,081 that were due on March 31, 2010 and June
30, 2010, respectively, under the Company's $25,000,000 secured
term-loan credit facility with Nedbank.  The Company is now in
default of its obligations under the Credit Agreement with
Nedbank, and the full amount of the outstanding principal and
accrued and unpaid interest must now be included in the Company's
current liabilities, together with any additional amounts payable
under the Credit Agreement.  Accordingly, as of June 30, 2010, the
Company has reclassified $12,517,235 of long-term debt to current
liabilities within the condensed consolidated balance sheet.

Nedbank Capital has also declined to extend the forbearance
agreement regarding the Company's failure to make the payments for
the monthly settlements beginning in March of 2010 through
June 30, 2010 in the aggregate amount of $2,575,953 due under the
Copper Hedge Agreement between the parties.  Accordingly, the
Company is in default under the Copper Hedge Agreement and amounts
formerly eligible for treatment as amounts payable under long-term
derivative contracts must now be brought into current liabilities.
Accordingly, as of June 30, 2010, the Company has reclassified
$2,317,033 of derivatives contracts under its Copper Hedge
Agreement to current liabilities within the condensed consolidated
balance sheet.

The Company said that its continuation as a going concern is
dependent upon its ability to refinance the obligations under the
Credit Agreement with Nedbank and the Copper Hedge Agreement with
Nedbank Capital, raise additional capital, and on its ability to
produce copper to sell at a level where the Company becomes
profitable and generates cash flows from operations.  The
Company's continued existence is dependent upon its ability to
achieve its operating plan.  If management cannot achieve its
operating plan because of sales shortfalls, a reduction in copper
prices, or other unfavorable events, the Company may find it
necessary to dispose of assets, or undertake other actions as may
be appropriate.

"If Nedbank elects to exercise its rights under the credit and
copper hedge agreements, it would result in the acceleration of
the full amount due there under and the institution of foreclosure
proceedings against the security.  Any such actions could force us
into bankruptcy or liquidation," the Company said.

The Company's ramp up of production since the commencement of
commercial production has been slower than originally forecasted.
In July 2010, the Company implemented measures to reduce costs,
maximize cash flow, and improve efficiencies.  The measures
included the temporary suspension of mining and crushing of ore;
additional drilling, metallurgical testing and assaying to enhance
the understanding of mineralogy and the distribution of acid-
soluble grades in the block model; and, updating the mine plan to
optimize production and increase operating efficiencies.

The Company is evaluating a variety of alternatives to improve its
liquidity.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6929

                       About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore on February 1, 2009.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.


NUTRACEA: Files First Amended Plan of Reorganization
----------------------------------------------------
BankruptcyData.com reports that NutraCea and its official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a First Amended Plan of Reorganization and related
Disclosure Statement.

According to the Disclosure Statement, "Under the Plan, Debtor
will obtain funds by selling certain of its assets, including: (a)
the real property and improvements located at 4502 West Monterosa
Street, in Phoenix, Arizona, that are owned by Debtor's wholly-
owned subsidiary, NutraPhoenix, LLC; (b) the real property and
improvements located in Dillon, Montana; and, (c) certain excess
equipment. Debtor will also obtain funds through: (a) a secured
loan or equity sale; (b) a loan to or equity sale by its wholly-
owned Nutra SA, LLC, subsidiary; or, (c) a loan secured by, or a
sale of a portion of, its 80% ownership interest in, Rice Science,
LLC and/or its 50% interest in Rice Rx, LLC. These funds will be
used to pay all Allowed Claims on or after the Effective Date, as
detailed in the Plan, with all payments anticipated to be
completed by January 15, 2012. Payments to creditors must meet
certain benchmarks and will be overseen by a Plan Agent. Debtor's
shareholders will retain their stock and their legal, equitable
and contractual rights will not be altered, although previously
authorized shares may be issued."

                          About NutraCea

NutraCea is a world leader in production and utilization of
stabilized rice bran.  NutraCea holds many patents for stabilized
rice bran (SRB) production technology and proprietary products
derived from SRB.  NutraCea's proprietary technology enables the
creation of food and nutrition products to be unlocked from rice
bran, normally a waste by-product of standard rice processing.

Phoenix, Arizona-based Nutracea, a California corporation, filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
D. Ariz. Case No. 09-28817).  S. Cary Forrester, Esq., at
Forrester & Worth, PLLC, assists the Company in its restructuring
effort.  The Company estimated assets of $50 million to $100
million and debts of $10 million to $50 million in its Chapter 11
petition.


NUVEEN INVESTMENTS: Posts $135 Million Net Loss for June 30 Qtr
---------------------------------------------------------------
Nuveen Investments Inc. incurred a net loss of $135.33 million on
$184.18 million of total operating revenues for the three months
ended June 30, 2010, compared with net income of $43.65 million on
$148.89 million of total operating revenues for the same period a
year earlier.

The Company's balance sheet at June 30, 2010, showed $9.89 billion
in total assets, $8.91 billion in total liabilities, and a
$975.66 million total equity.

"While we believe that funds generated from operations and
existing cash reserves will be adequate to fund debt service
requirements, capital expenditures and working capital
requirements for the foreseeable future, our ability to continue
to fund these items, to service debt and to maintain compliance
with covenants in our debt agreements may be affected by general
economic, financial, competitive, legislative, legal and
regulatory factors and by our ability to refinance or repay
outstanding indebtedness with scheduled maturities beginning in
November 2013," the Company said in a document furnished to the
Securities and Exchange Commission.

A copy of the management discussion and analysis is available at
http://researcharchives.com/t/s?6980

A full-text copy of the Company's consolidated financial
statements filed with the Securities and Exchange Commission is
available for free at http://ResearchArchives.com/t/s?6933

While Nuveen Investments is not required to file reports pursuant
to Section 13 or Section 15(d) of the Exchange Act, it is required
to file, pursuant to the terms of its outstanding 10.5% Senior
Notes due 2015, a copy of substantially the same quarterly
financial information that would be required to be contained in a
Form 10-Q.

                    About Nuveen Investments

Founded in 1898, Nuveen Investments, Inc., based in Chicago,
Illinois, provides investment management services to high-net-
worth and institutional investors and the financial consultants
and advisors who serve them.  The Company derives substantially
all of its revenues from providing investment advisory services
and distributing managed account products, closed-end exchange-
traded funds and open-end mutual funds.

Nuveen carries a 'Caa1' corporate family rating from Moody's
Investors Service and a 'B-' long-term counterparty credit rating
from Standard & Poor's ratings service.

At the end of July 2010, Moody's changed the outlook for its he
ratings to positive from stable following the company's
announcement that it has entered into an agreement to acquire the
long-only assets of First American Fund Advisors, a subsidiary of
US Bancorp (Aa3/P- 1/Neg).  Moody's stated that Nuveen's outlook
change reflects improving fundamentals at Nuveen and expected
near-term financial and longer-term strategic benefits of the FAF
Advisors acquisition.  However, Moody's still views Nuveen's
leverage as "clearly excessive, particularly in the context of
elevated market volatility."  The Caa1 corporate family rating
incorporates a high potential for a modest capital restructuring,
Moody's said.


O'NEAL BROTHERS: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: O'Neal Brothers, Incorporated
        P.O. Box 756
        Laurel, DE 19956

Bankruptcy Case No.: 10-12566

Chapter 11 Petition Date: August 16, 2010

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: Gerry Gray, Esq.
                  GERRY GRAY, ATTORNEY AT LAW
                  215 E. Market Street
                  Georgetown, DE 19947
                  Tel: (302) 856-4101
                  E-mail: gerrygraylaw@gmail.com

Scheduled Assets: $1,493,223

Scheduled Debts: $796,022

The petition was signed by Martin C. Johnson, president.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Internal Revenue Service           --                      $58,000
P.O. Box 57
Bensalem, PA 19020


OSI RESTAURANT: Posts $19 Million Net Income for June 30 Quarter
----------------------------------------------------------------
OSI Restaurant Partners Inc. reported net income of $19.23 million
on $916.98 million of revenues for the three months ended June 30,
2010, compared with a net loss of $88.06 million on
$905.77 million of revenues for the same period a year ago.

The Company said in its quarterly report on Form 10-Q, "The
recessionary economic conditions since 2008 have created a
challenging environment for us and for the restaurant industry,
and these factors have limited and may continue to limit our
liquidity.  During 2009, we experienced declining revenues,
comparable store sales and operating cash flows and incurred
operating losses.  We also incurred goodwill impairment charges of
$11,078,000, intangible asset impairment charges of $43,741,000,
the majority of which were recorded during the second quarter of
2009, and restaurant and other impairment charges of $94,471,000.
During the first half of 2010, we experienced a strengthening of
trends in consumer traffic and increases in comparable-store
sales.  Notwithstanding these recent signs of improvement, the
industry continues to be challenged and uncertainty exists as to
the level and sustainability of these favorable trends."

The Company's balance sheet at June 30, 2010, showed $2.34 billion
in total assets, $2.450 billion in total liabilities, and a total
deficit of $106.2 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6934

A full-text copy of the Company's supplement to Form 10-Q is
available for free at http://ResearchArchives.com/t/s?6935

                        About OSI Restaurant

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. 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.

OSI Restaurant carries 'Caa1' corporate family and probability of
default ratings, with "stable" outlook, from Moody's Investors
Service.  It has 'B-' issuer credit ratings, with stable outlook,
from Standard & Poor's.


PACIFICA MESA: Gets Final OK of $85 Million DIP Loan
----------------------------------------------------
Dow Jones DBR Small Cap reports that Pacifica Mesa Studios LLC won
final permission to tap an $85 million loan intended to carry it
through its bankruptcy proceedings.  Judge Geraldine Mund of the
U.S. Bankruptcy Court in San Fernando Valley, Calif., this week
signed off on the bankruptcy financing for the New Mexico film
studio, which does business as Albuquerque Studios.

Dow Jones notes Pacifica Mesa first requested access to the
financing at the start of its bankruptcy case in July, saying the
funds were crucial to its efforts to stay afloat in Chapter 11.

"Without the proposed post-petition financing and use of cash
collateral, the debtor will not be able to continue its operations
including the rental of its facilities, to the detriment of the
estate and its creditors," Pacifica Mesa said, according to the
report.  At the time, Pacifica Mesa sought to tap $2.7 million in
interim funding to enable it to make payroll and continue its
operations, which it said couldn't be supported by cash collateral
alone.

As reported by the Troubled Company Reporter on August 4, 2010,
Pacifica Mesa obtained postpetition secured financing from LV
Holdings, LLC, as successor in interest to Amalgamated Bank of New
York, as trustee of Longview Ultra I Construction Loan Investment
Fund.

The TCR said the DIP lenders committed to initially provide up to
$2,700,000.  Not more than $800,000 will be provided on an interim
basis.  The Debtor funded its studio with an initial $58,700,000
loan from Amalgated, which later increased to $75,300,000.  The
Debtor also executed a participating loan agreement with Workers
Realty Trust II, L.P., a Delaware limited partnership, dated as of
April 12, 2006 pursuant to which Workers agreed to lend the Debtor
up to $16.2 million.  Workers, the Debtor and Amalgamated are each
a party to the Amended and Restated Intercreditor and
Subordination Agreement.  Under that agreement, Workers has
subordinated its lien in the asserted amount of approximately
$23,804,380 to Amalgamated except with respect to the New Market
Tax Credit Proceeds.  As Amalgamated holds a first position lien
secured by all of the Debtor's assets in the amount of
approximately $75.3 million and the Debtor's assets are worth
significantly less than $75.3 million, Workers is an unsecured
creditor.

Robyn B. Sokol, Esq., at Ezra Brutzkus Gubner LLP, the attorney
for the Debtor, explained that the Debtor needs the money to fund
its Chapter 11 case, pay suppliers and other parties.

The DIP facility will incur interest at 12% per annum, payable in
monthly arrears.  In the event of default, interest on the DIP
facility will accrue at a rate of 5.00% per annum in excess of
rate otherwise accruing.  Events of default include, among other
things: (i) the entry of the final order will not have occurred
within 30 days after the entry of the first interim order; (ii) a
super-priority administrative expense claim which is senior to or
pari passu with Amalgamated's claims will be granted; (iii) any
order approving the DIP financing or the financing will be stayed,
amended, modified, reversed or vacated; (iv) the Debtor will fail
to reach an agreement within 45 days of the Petition Date for an
equity infusion of at least $10 million with a counterparty and on
terms acceptable to Amalgamated; or (v) Harold A. Katersky will
cease to function as managing member and chief executive or Dana
Arnold will cease to function as president of the Debtor, or any
challenge to the control of either principal of the Debtor won't
be dismissed within [30] days of the date of the challenge.

To secure all obligations of the Debtor, Amalgamated will receive
a super-priority administrative expense claim and a perfected
first priority pledge of all personal and real property of the
Debtor, including any avoidance actions.  The obligations under
the DIP facility will have priority over any and all other
administrative expenses.

The Debtor's obligations under the DIP facility are secured by
substantially all of the Debtors' assets in California.  However,
their building in Los Angeles is excluded.

Mr. Sokol said that the Debtor will also use the Cash Collateral
until December 2010 to provide additional liquidity.  All
obligations of the Debtor to Amalgamated in respect of the
prepetition debt will, as adequate protection for the use of cash
collateral, be secured by (i) superpriority administrative expense
status, junior only to the superpriority claims of Amalgamated in
its capacity as Amalgamated under the DIP facility; (ii)
replacement first priority liens and security interests on all
property; and (iii) the current payment of interest, fees, costs
and expenses accruing on or arising in connection with the
prepetition debt.

More information on the Debtor's motion to obtain DIP financing
and use cash collateral is available for free at:

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

                        About Pacifica Mesa

Agoura Hills, California-based Pacifica Mesa Studios, LLC, dba
Albuquerque Studios and ABQ Studios, filed for Chapter 11
bankruptcy protection on July 20, 2010 (Bankr. C.D. Calif. Case
No. 10-18827).  Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
assists the Company in its restructuring effort.  The Company
estimated $50 million to $100 million in assets and $100 million
$500 million in liabilities in its Chapter 11 petition.


QUESTEX MEDIA: Wins Dismissal of Bankruptcy Case
------------------------------------------------
Michael Bathon and Carla Main at Bloomberg News report that QMG
Winddown Inc., formerly known as Questex Media Group Inc., sought
and obtained an order from U.S. Bankruptcy Judge Mary Walrath
dismissing its Chapter 11 case.

Questex Media Group in December 2009 completed the sale of the
business to first-lien lenders who bought the operation in
exchange for $120 million in secured debt and the assumption of
$15 million provided to finance the reorganization.  The lenders
set aside $500,000 for the Debtor in winding down the case.  The
Company and the unsecured creditors committee both say they
performed investigations and didn't identify any lawsuit worth
filing.  Without funds for making distributions to remaining
creditors, the Company sought case dismissal.

                        About Questex Media

Questex Media Group, Inc. -- http://www.questex.com/-- provides
media and telecommunication services.  The Debtors' media
properties include 23 trade publications and 150 digital
publications.  The Company was formed in 2005 by Audax Group Inc,
a private equity firm based in Boston, which bought business units
from Advanstar Holdings Inc for $185 million.

Questex Media and its affiliates filed for Chapter 11 on Oct. 5,
2009 (Bankr. D. Del. Lead Case No. 09-13423).  James Stempel,
Esq., and Erik Chalut, Esq., at Kirkland & Ellis LLP, and Michael
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP, represent
the Debtors in their restructuring efforts.  The Debtors'
investment bankers are Miller Buckfire & Co., LLC.  The First Lien
Steering Committee is being advised by legal counsel, Weil,
Gotshal & Manges LLP; and investment bankers Imperial Capital,
LLC.  The Company listed $299 million in total assets against $321
million in total debts as of the filing of its petition.


QUIGLEY CO.: Obtains Order Extending DIP Financing
--------------------------------------------------
Michael Bathon and Carla Main at Bloomberg News report that
Quigley Co. received permission from the U.S. Bankruptcy Court in
Manhattan to extend the term of its postpetition financing through
Feb. 8.  Quigley on July 28 asked for an order approving the
amendment to its financing agreement with Pfizer.  The order also
extends approval of Quigley's use of cash collateral.

Quigley has filed a Chapter 11 plan, which was accepted by the
required majorities of creditors.  The plan creates trusts to take
over asbestos liability and in the process shield New-York-based
Pfizer from claims.

Under the proposed Chapter 11 plan, Pfizer is paying about
$450 million into a trust to satisfy claims about products for
which it allegedly has derivative liability.  According to
Bloomberg's Tiffany Kary, the "channeling injunction" of the
Bankruptcy Code would direct all future claims into the trust,
covering death or personal injury claims related to Insulag,
Panelag and Damit, products for the steel industry that contained
asbestos and were made from the time of World War II to the 1970s.

                        About Quigley CO.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s. In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection on Sept. 3,
2004 (Bankr. S.D.N.Y. Case No. 04-15739) to implement a proposed
global resolution of all pending and future asbestos-related
personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.


QWEST COMMS: Extends Cash Offer for Notes Until August 26
---------------------------------------------------------
Qwest Communications International Inc. has extended the
expiration date for its offer to purchase for cash any and all of
its $1.265 billion outstanding 3.50 percent convertible senior
notes due 2025 from Thursday, August 12, 2010 to Thursday, Aug.
26, 2010.

Holders may validly tender Convertible Notes until 5 p.m. EDT on
the Expiration Date unless the offer is further extended or
earlier terminated.  The offer is not subject to the receipt of
any minimum amount of tenders.  Approximately 7% of the
outstanding principal amount of Convertible Notes had been validly
tendered and not withdrawn as of 5 p.m. EDT on Thursday, Aug. 12,
2010.

Upon the terms and subject to the conditions set forth in the
company's Offer to Purchase, dated July 13, 2010, and the related
Letter of Transmittal, the company is offering to pay, in cash,
for each $1,000.00 principal amount of Convertible Notes validly
tendered pursuant to the offer, $1,170.00, which was the price
determined on Aug. 10, 2010, under the previously announced
pricing mechanism and is the maximum purchase price payable
pursuant to the offer.

Accrued interest to, but excluding, the settlement date also will
be paid in cash on all Convertible Notes purchased in the offer.

Upon the terms and subject to the conditions set forth in the
Offer to Purchase and the Letter of Transmittal, holders who
validly tender their Convertible Notes at or prior to 5 p.m. EDT
on the Expiration Date, and whose Convertible Notes are accepted
for purchase, will receive payment of the purchase price on the
settlement date, which is now expected to be Aug. 27, 2010.

Goldman, Sachs & Co. is acting as the Dealer Manager for the
offer.

                           About Qwest

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95 percent of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

Qwest carries a 'Ba1' corporate family and probability of default
ratings from Moody's and has 'BB' issuer credit ratings from
Standard & Poor's.

"Our high debt levels pose risks to our viability and may make us
more vulnerable to adverse economic and competitive conditions, as
well as other adverse developments," the Company said in its Form
10-K for the year ended Dec. 31, 2009.  At Dec. 31, the Company's
consolidated debt was approximately $14.2 billion.  Approximately
$5.8 billion of its debt obligations come due over the next three
years.  This amount includes $1.265 billion of our 3.50%
Convertible Senior Notes due 2025, which it may elect to redeem at
any time on or after November 20, 2010 and holders may require the
Company to repurchase for cash on November 15, 2010.

The Company's balance sheet at June 30, 2010, showed
$18.95 billion in total assets, $20.20 billion in total
liabilities, and a stockholders' deficit of $1.24 billion.


RADIO ONE: Moody's Reviews 'Caa1' Corporate for Downgrade
---------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
Radio One, Inc.'s Caa1 Corporate Family Rating, its Caa2
Probability of Default Rating (LD will be assigned to the PDR upon
completion of the proposed exchange), and debt instrument ratings
as outlined below.  The review was driven by the company's
announcement that Radio One's bank group blocked its August 15
interest payment on the 6.375% senior subordinated notes due 2013.
The bank group has the ability to block the interest payment as
Radio One has been in violation of the total leverage covenant
under its credit agreement as announced in July.

For the three months ended June 30, 2010, the company reported
revenues of $75.2 million in line with expectations and 7.6% ahead
of revenues for the same calendar quarter last year.  The
company's ability to continue to track its plan for the remainder
of 2010 and for FY2011 remains an important part of Moody's rating
assessment.  Moody's believes that recovery in a distressed
scenario would be greater than 50%-60% due to Radio One's
attractive markets and improved operating performance.  Bank
facilities are well positioned based on their first priority,
secured position ahead of the subordinated notes.

The current ratings are based on Moody's estimate of the expected
near term loss and are under review pending the end of the grace
period (30 days ending September 16 when the blocked interest
payment constitutes a default) or potential review of final terms
of the proposed note exchange, refinancing of bank facilities, or
modifications to the existing debt.  If the company has not made
the interest payment by the end of the grace period, Moody's will
likely lower the probability of default rating to LD.  Under the
forbearance agreement with its lenders expiring September 10,
2010, the company no longer has access to its revolver, the
company is required to fund monthly interest payments at the
default rate (2% penalty + LIBOR + applicable margin), and
financial summaries need to be provided each week.  In addition,
if the company does not make the interest payment on the 6.375%
senior subordinated notes within the grace period, bank credit
facilities become due immediately and the trustee or holders of at
least 25% of the 6.375% senior subordinated notes can declare
immediate payment.

While the company may succeed in coming to an agreement with its
lenders and make the payment prior to the expiration of the grace
period, Moody's views the blockage as an indication of a greater
risk of default and potential for debt impairment given the
current acceleration of maturities of approximately $354.6 million
in bank facilities to January 1, 2011 absent success in the
planned exchange/refinancing of the 8.875% senior subordinated
notes due 2012.  The bank facilities were scheduled to mature June
2012; however, the maturity is accelerated if the 8.875% senior
subordinated notes are not refinanced six months prior to their
July 1, 2011 due date.  The company reports that 89.8% of the
notes have been validly tendered versus the 95% requirement, and
the exchange offer is currently extended to August 30, 2010.

These ratings were placed on review for possible downgrade:

* Corporate Family Rating - Caa1

* Probability of Default Rating - Caa2 (LD will be assigned to the
  PDR upon completion of the proposed exchange)

* $400 million existing senior secured revolving facility --B2,
  LGD2-17%

* $31.6 million ($300 million original amount) existing first lien
  term loan --B2, LGD2-17%

These ratings are not on review for downgrade; however the LGD's
are updated:

* 8.875% senior subordinated notes due 2011 -- Caa3, LGD6-96% from
  Caa3, LGD4-69%

* 6.375% senior subordinated notes due 2013 -- Caa3, LGD6-96% from
  Caa3, LGD4-69%

Moody's most recent rating action for Radio One was on June 17,
2010, when Moody's rated instruments related to the company's
proposed exchange offer and refinancing.

Radio One Inc., headquartered in Lanham, Maryland, operates or
owns interests in broadcasting stations, a cable television
network, and Internet-based properties, largely targeting the
African-American audience.  The company reported sales of
approximately $276 million through the 12 months ending June 30,
2010.


RAME PROPERTIES: Files for Chapter 11 in Georgia
------------------------------------------------
Rame Properties Inc. filed for Chapter 11 bankruptcy protection
August 18 in Atlanta, Georgia (Bankr. N.D. Ga. Case No. 10-83988).

Rame is a real-estate development company.  Rame, based in
Dunwoody, Georgia, estimated assets of as much as $10 million and
debts of as much as $50 million in its Chapter 11 petition.

CML-GARame Inc., with a claim of $13.8 million, tops the list of
largest unsecured creditors.


REAL ESTATE ASSOCIATES: Posts $895,000 Profit for June 30 Quarter
-----------------------------------------------------------------
Real Estate Associates Limited VII reported net income of $895,000
for the three months ended June 30, 2010, compared with net income
of $34,000 for the same period a year ago.

The Partnership reported zero revenue from interest income in the
second quarters of 2010 and 2009, but reported income from
distributions in excess of investment in local limited
partnerships of $1.13 million in the second quarter of 2010, from
$277,000 in the second quarter of 2009.

The Company's balance sheet at June 30, 2010, showed $1.68 million
in total assets, $20.46 million in total liabilities, and a
stockholders' deficit of $18.78 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6928

                   About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On February 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The Partnership will be dissolved only upon the expiration of 50
complete calendar years -- December 31, 2033 -- from the date of
the formation of the Partnership or the occurrence of various
other events as specified in the Partnership agreement.  The
principal business of the Partnership is to invest, directly or
indirectly, in other limited partnerships which own or lease and
operate Federal, state and local government-assisted housing
projects.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

The Partnership holds limited partnership interests in 11 local
limited partnerships as of both March 31, 2010, and December 31,
2009.  The Partnership also holds a general partner interest in
Real Estate Associates IV, which, in turn, holds limited
partnership interests in nine additional Local Limited
Partnerships; therefore, the Partnership holds interests, either
directly or indirectly through REA IV, in twenty (20) Local
Limited Partnerships.  The general partner of REA IV is NAPICO.
The Local Limited Partnerships own residential low income rental
projects consisting of 1,387 apartment units at both March 31,
2010, and December 31, 2009.  The mortgage loans of these projects
are payable to or insured by various governmental agencies.


ROBERT HOUTS: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Robert C. Houts
        P.O. Box 767
        Madras, OR 97741

Bankruptcy Case No.: 10-37818

Chapter 11 Petition Date: August 16, 2010

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Ted A. Troutman, Esq.
                  16100 NW Cornell Road, #200
                  Beaverton, OR 97006
                  Tel: (503) 292-6788
                  E-mail: tedtroutman@gmail.com

Estimated Assets: $2,133,320

Estimated Debts: $4,240,160

A list of the Debtor's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/orb10-37818.pdf


RONSON AVIATION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ronson Aviation, Inc.
        Trenton Mercer Airport
        Trenton, NJ 08628

Bankruptcy Case No.: 10-35315

Chapter 11 Petition Date: August 17, 2010

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Michael D. Sirota, Esq.
                  COLE, SCHOTZ, MEISEL, FORMAN & LEONARD
                  25 Main Street
                  Hackensack, NJ 07601
                  Tel: (201) 489-3000
                  E-mail: msirota@coleschotz.com

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

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

The petition was signed by Daryl K. Holcomb, chief financial
officer of RCLC, Inc. fka Ronson Corp.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
RCLC, Inc.                            10-35313            8/17/10
RCPC Liquidating Corporation          10-35318            8/17/10

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Pension Benefits Guaranty Corp.    --                   $4,410,361
P.O. Box 77000
Detroit, MI 48277-0430

Multiservice                       --                      $61,156
8650 College Boulevard
Overland Park, KS 66210

Phillip Baier                      --                      $32,449
5 Soluff Drive
Hamilton, NJ 08610

George Zailer                      --                      $24,593

US Customs                         --                      $20,769

Eastern Aviation Fuels             --                      $19,034

Lynda Sacharov                     --                      $18,027

Kathy Dawson                       --                      $18,027

Central Jersey Landscaping Inc.    --                      $13,470

Cessna Aircraft Co.                --                      $12,009

PSE&G                              --                      $11,930

Sensenich Prop. Serv., Inc.        --                      $11,807

PHI Air Medical Group              --                      $10,914

Ascent Technologies Group, Inc.    --                       $8,142

Internal Revenue Service           --                       $7,649

Hawker Beechcraft                  --                       $7,124

State of New Jersey                --                       $6,034

Village Catering                   --                       $5,038

Robert Serafini                    --                       $4,850

Air BP Aviation Services           --                       $4,760


ROSSCO HOLDINGS: Files Schedules of Assets & Liabilities
--------------------------------------------------------
Rossco Holdings Incorporated has filed with the U.S. Bankruptcy
Court for the Western District of Texas its schedules of assets
and liabilities, disclosing:

  Name of Schedule                    Assets           Liabilities
  ----------------                    ------           -----------
A. Real Property                    $5,880,000
B. Personal Property               $22,535,681
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $3,662,826
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $1,619
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $6,902,857
                                   -----------        -----------
      TOTAL                        $28,415,681        $10,567,302

College Station, Texas-based Rossco Holdings, Inc., filed for
Chapter 11 protection on August 2, 2010 (Bankr. W.D. Tex. Case No.
10-60953).  Ronald E. Pearson, Esq., at Pearson & Pearson, assists
the Debtor in its restructuring effort.

Affiliates Monte Nido Estates, LLC; LJR Properties, Ltd.; WM
Properties, Ltd.; Colony Lodging, Inc.; and Rossco Plaza, Inc.,
filed separate Chapter 11 petitions.


ROSSCO HOLDINGS: Section 341(a) Meeting Scheduled for Sept. 14
--------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Rossco
Holdings, Inc.'s creditors on September 14, 2010, at 9:30 a.m.
The meeting will be held at Waco Room 175, 800 Franklin St., Waco,
TX 76701.

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

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

College Station, Texas-based Rossco Holdings, Inc., filed for
Chapter 11 protection on August 2, 2010 (Bankr. W.D. Tex. Case No.
10-60953).  Ronald E. Pearson, Esq., at Pearson & Pearson, assists
the Debtor in its restructuring effort.  According to its
schedules, the Debtor disclosed $28,415,680 in total assets and
$10,567,301 in total debts as of the Petition Date.

Affiliates Monte Nido Estates, LLC; LJR Properties, Ltd.; WM
Properties, Ltd.; Colony Lodging, Inc.; and Rossco Plaza, Inc.,
filed separate Chapter 11 petitions.


SBARRO INC: Warns of Covenant Default Should Sales Slump Continues
------------------------------------------------------------------
Sbarro Inc. warned in its Form 10-Q filing with the Securities and
Exchange Commission that, to comply with third quarter minimum
EBITDA covenant, the Company's third quarter same store sales
trend versus prior year would need to improve relative to its
second quarter same store sales trend, and at the same time, its
costs would need to be favorable to the prior year.

"If we fail to achieve this mix of increased sales and lower
costs, we may not comply with our minimum EBITDA covenants for the
third quarter," Sbarro said.

Sbarro said it highly leveraged and a substantial portion of its
liquidity needs arise from debt service on indebtedness incurred
in connection with a 2007 merger.

Entities controlled by MidOcean Partners III, LP, a private equity
firm, acquired Sbarro on January 31, 2007, pursuant to an
agreement and plan of merger.

On March 26, 2009, Sbarro entered into an amendment to its senior
credit facilities.  The amendment permitted the Company to
refinance a portion of its term loan by entering into a new $25.5
million second lien facility, permanently waived a breach of its
total net leverage ratio covenant for the fiscal quarter ended
December 28, 2008, and replaced its total net leverage ratio
covenant and interest coverage ratio covenant with a minimum
EBITDA covenant and a maximum capital expenditure covenant.

On July 1, 2010, Sbarro drew the remaining amount available under
its Revolving Facility and have no additional availability under
the Senior Credit Facilities.

The Company was in compliance with all covenants at June 27, 2010.

Sbarro added that its minimum trailing 12 month EBITDA covenant,
as calculated in accordance with its amended bank credit
agreement, increases at the end of the fourth quarter of 2010 by
$3.0 million dollars to $43.0 million.  Sbarro said its ability to
meet its fourth quarter minimum trailing 12 month EBITDA covenant
relies significantly on its company-owned same store sales trend
versus prior year.

According to The Deal's Vyvyan Tenorio, William Fahy, a senior
analyst at Moody's Investors Service, said Sbarro's concentration
in shopping malls has limited its ability to extend its hours of
operation to increase transactions and improve margins, unlike
other restaurant operators.  "We think their ability to meet their
covenants at the end of the year is going to be tight," Mr. Fahy
said.

As reported by the Troubled Company Reporter on August 16, 2010,
Sbarro reported a net loss of $824,000 on $76.09 million of total
revenues for the three months ended June 27, 2010, compared with a
net loss of $19,000 on $80.13 million total revenues for the three
months ended June 28, 2009.

The Company's balance sheet at June 27, 2010, showed $457.52
million in total assets, $33.89 million in total current
liabilities, $7.12 million in deferred rent, $70.64 million in
deferred tax liability, $13.01 million due to former shareholders,
$5.21 million in accrued interest payable, $336.28 million in
long-term debt, and a stockholders' deficit of $10.77 million.

According to The Deal, Mr. Fahy said "I don't see things getting
materially better, given its operating performance and capital
structure."

The Deal notes MidOcean invested about $120 million when it bought
Sbarro for $450 million in 2006, paying roughly 9.2 times Ebitda
at the time.  It still holds 76%.  The rest is owned by senior
management and Dutch co-investor Aktiva Investments International
NV.

According to The Deal's Ms. Tenorio, whether its lenders, led by
Credit Suisse Group (NYSE:CS) and Bank of America Corp.
(NYSE:BAC), give further leeway for another waiver, or whether
MidOcean steps up with an equity cure, is anyone's guess.  Or will
bankruptcy protection look like the more practical option?
"That's the big question," Mr. Fahy said, according to The Deal.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?68df

                       About Sbarro Inc.

Melville, N.Y.-based Sbarro, Inc. -- http://www.sbarro.com/-- is
the world's leading Italian quick service restaurant concept and
the largest shopping mall-focused restaurant concept in the world.
The Company has 1,056 restaurants in 41 countries.

                         *     *     *

As reported by the Troubled Company Reporter on August 17, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sbarro to 'CCC-' from 'CCC+'.  The outlook is negative.
S&P also lowered the ratings on the company's $21.5 million
revolving facility and $183 million first-lien term loan to 'CCC-'
from 'CCC+'.  The '4' recovery rating on these facilities remains
unchanged.  Concurrently, S&P lowered the rating on the company's
$150 million senior unsecured notes to 'CC' from 'CCC-' and kept
the recovery rating of '6' on this debt issue unchanged.

"The ratings on Sbarro reflect S&P's belief that it might have
difficulties complying with the EBITDA covenant under its bank
facility," said Standard & Poor's credit analyst Mariola Borysiak.
At June 27, 2010, Sbarro had only $1.7 million cushion to its
$40 million EBITDA covenant and this covenant steps up at December
2010 to $43 million.  Sbarro would be out of compliance with this
covenant pro forma for this step-up.

In July 2009, Moody's increased Sbarro's credit ratings to Caa1
from Caa2 on its senior credit facility, affirmed its C rating on
its senior notes and affirmed its Ca corporate rating, which
ratings hold to date.


SEVEN BANCORP: Experiencing "Modest Improvement" from Recession
---------------------------------------------------------------
Severn Bancorp Inc. filed its quarterly report on Form 10-Q with
the Securities and Exchange Commission.

As reported in the Troubled Company Reporter on July 20, 2010, the
Company said in an earnings release that net income for the second
quarter was $593,000 compared to net loss of $6.9 million for the
second quarter of 2009.   The Company, a community bank, reported
interest income of $13.04 million in the second quarter of 2010,
from $12.87 million during the same period in 2009.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6698

According to the Form 10-Q, management believes that the Company
is beginning to experience modest improvement from the challenges
it and many other financial institutions faced in 2008 and 2009 as
a result of the economic recession.  Those challenges, including
increased loan delinquencies and a decrease in the demand for
certain loan products including construction, development, and
land acquisition loans, have begun to improve from 2009.

The Company's balance sheet at June 30, 2010, showed $1.00 billion
in total assets, $897.64 million in total liabilities, and a
$105.65 million stockholders' equity

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6937

                     About Severn Savings Bank

Founded in 1946, Severn Savings Bank, FSB --
http://www.severnbank.com/-- is a full-service community bank
offering a wide array of personal and commercial banking products
as well as residential and commercial mortgage lending.  It has
assets of nearly $1 billion and four branches located in
Annapolis, Edgewater and Glen Burnie.  The bank specializes in
exceptional customer service and holds itself and its employees to
a high standard of community contribution.   Severn Bancorp, Inc.,
(Nasdaq: SVBI) is the parent company of Severn Savings Bank.

As reported by the TCR on November 25, 2009, Annapolis, Maryland-
based Severn Bancorp along with its Bank unit, has entered into
supervisory agreements with the Office of Thrift Supervision, the
Bank's primary federal regulator.  The agreements set forth steps
being taken in response to regulatory concerns with its operating
results and effects of the current economic environment facing the
financial services industry.


SHADY ACRES: Has Stipulation on Cash Collateral Use
---------------------------------------------------
Shady Acres Dairy has reached a stipulation with creditor Farm
Credit West, PCA, on the use of $70,000 of cash collateral between
August 9, 2010, and August 25, 2010, to be secured by the first
priority security interests in all collateral which secured the
Creditor's claim.

Hagop T. Bedoyan, Esq., at Klein, Denatale, Cooper, Rosenlieb &
Kimball, LLP, explains that the Debtor needs the money to fund its
Chapter 11 case, pay suppliers and other parties.

Farm Credit claims to be owed $19 million on account of loans to
the Debtor.  It contends that the loans are secured by a security
interest in milk, milk products, cash and noncash proceeds and
other assets of the Debtor.  The collateral constitutes the
Debtor's sole source of funds to operate the Debtor's dairy
business.

Farm Credit will receive payments on its secured claims, as set
forth in the budget, a copy of which is available for free at:

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

Any excess proceeds after released by the Creditor will be held by
the Creditor pending either further agreement or a court order.
After the Subject Period, the Debtor will start making adequate
protection payments to the Creditor in an amount to be determined.
Proceeds from the sale of assets that are not the Creditor's
collateral, if any, will be separately maintained in a separate
bank account.  All funds of the Debtor will be deposited in a
debtor-in-possession account in an authorized depository.

The Debtor will provide the Creditor with (i) financial reports as
are reasonably necessary to determine the Debtor's compliance with
the terms and conditions of the Stipulation, and (ii) a
certification by the Debtor as to the accuracy of the reports.

The Debtor's obligations to the Creditor arising before and after
the filing of the Petition will continue to be secured by the
Creditor's collateral, and the proceeds to the extent validly
secured and perfected.  Prepetition debt will be secured by post-
petition collateral and post-petition debt will additionally be
secured by prepetition collateral.

The Creditor's lien upon, and security interest in, the
replacement collateral granted by the Stipulation will be deemed
perfected without any other act or filing.  The Creditor may file
additional UCC-1 financing statements or take other actions it
deems appropriate to evidence and perfect the liens and security
interests.

To the extent that the Creditor has an unsecured claim in the
Debtor's Chapter 11 case, or in any subsequent Chapter 7 case, as
a result of the Debtor's failure to provide adequate protection
for the use of the collateral, the claim will have a priority over
any and all expenses of administration in the Debtor's Chapter 11
case.

The Debtor and the Creditor ask for the Court's approval of the
stipulation.

The Court has set a hearing for August 25, 2010, on the Debtor's
request to use cash collateral.

The Creditor is represented by Lang, Richert & Patch.

Visalia, California-based Shady Acres Dairy is engaged in a dairy
and farming business in Fresno and Tulare Counties, California.
It filed for Chapter 11 protection on August 9, 2010 (Bankr. E.D.
Calif. Case No. 10-19058).  Hagop T. Bedoyan, Esq., at Klein,
Denatale, Goldner, Cooper, Rosenlieb & Kimball, LLP, assists the
Debtor in its restructuring effort.  The Debtor estimated its
assets and debts at $10 million to $50 million.


SHADY ACRES: Section 341(a) Meeting Scheduled for Sept. 16
----------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Shady
Acres Dairy's creditors on September 16, 2010, at 10:00 a.m.  The
meeting will be held at Robert E. Coyle United States Courthouse,
2500 Tulare Street, Room 1452, 1st Floor, Fresno, CA.

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

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

Visalia, California-based Shady Acres Dairy is engaged in a dairy
and farming business in Fresno and Tulare Counties, California.
It filed for Chapter 11 protection on August 9, 2010 (Bankr. E.D.
Calif. Case No. 10-19058).  Hagop T. Bedoyan, Esq., at Klein,
Denatale, Goldner, Cooper, Rosenlieb & Kimball, LLP, assists the
Debtor in its restructuring effort.  The Debtor estimated its
assets and debts at $10 million to $50 million.


SIMON WORLDWIDE: Posts $540,000 Net Loss for June 30 Quarter
------------------------------------------------------------
Simon Worldwide Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $540,000 on zero revenues for the three
months ended June 30, 2010, compared with net loss of $466,000 on
zero revenues for the same period a year ago.

The Company's balance sheet at June 30, 2010, showed $13.10 in
total assets, $808,000 in total current liabilities, and a
$12.29 million stockholders' equity.

By utilizing cash received pursuant to the settlement with
McDonald's in 2004, $2.1 million received from Yucaipa AEC in July
2008 and March 2009, and $1.75 million received in August 2008 in
settlement of the Company's lawsuit against PricewaterhouseCoopers
LLC, management believes it has sufficient capital resources and
liquidity to operate the Company for the foreseeable future.  It
acknowledged, however, that as a result of significant losses from
operations, a lack of any operating revenue and a potential
liquidation in connection with a recapitalization agreement, its
independent registered public accounting firm has expressed
substantial doubt about the Company's ability to continue as a
going concern.


A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6927

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At December 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

BDO Seidman, LLP, in Los Angeles, following the Company's 2009
results, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that of Company has suffered significant losses from operations,
has a lack of any operating revenue and is subject to potential
liquidation in connection with a recapitalization agreement.

On June 11, 2008, the Company entered into an Exchange and
Recapitalization Agreement with Overseas Toys, L.P., the former
holder of all the outstanding shares of preferred stock of the
Company, pursuant to which all the outstanding preferred stock
would be converted into shares of common stock representing 70% of
the shares of common stock outstanding immediately following the
conversion.  The Recapitalization Agreement was negotiated on the
Company's behalf by the Special Committee of disinterested
directors which, based in part upon the opinion of the Special
Committee's financial advisor, determined that the transaction was
fair to the holders of common stock from a financial point of
view.

In connection with the Recapitalization Agreement, and in the
event that the Company does not consummate a business combination
by the later of (i) December 31, 2010, or (ii) December 31, 2011,
in the event that a letter of intent, an agreement in principle or
a definitive agreement to complete a business combination was
executed on or prior to December 31, 2010, but the business
combination was not consummated prior to such time, and no
qualified offer have been previously consummated, the officers of
the Company will take all such action necessary to dissolve and
liquidate the Company as soon as reasonably practicable.


STEVE & BARRY'S: $55M Suit Against Paul Hastings Moves Forward
--------------------------------------------------------------
Bankruptcy Law360 reports that Ableco Finance LLC's $55 million
malpractice suit against Paul Hastings Janofsky & Walker LLP in
connection with a loan to the purchaser of Steve & Barry's retail
clothing chain can move forward, a New York court has ruled.

Judge Shirley Werner Kornreich of the Supreme Court of the State
of New York, New York County, on Thursday denied the law firm's
motion to dismiss, according to Law360.

                          Steve & Barry's

Headquartered in Port Washington, New York, Steve and Barry's LLC
-- http://www.steveandbarrys.com/-- is a national casual apparel
retailer that offers high quality merchandise at low prices for
men, women and children.  Founded in 1985, the company operates
276 anchor and junior anchor shopping center and mall-based
locations throughout the U.S.  The discount clothing chain's
brands include the BITTEN(TM) collection, the first-ever apparel
line created by actress and global fashion icon Sarah Jessica
Parker, and the STARBURY(TM) collection of athletic and lifestyle
apparel and sneakers created with NBA (R) star Stephon Marbury.

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579).  Lori R. Fife, Esq., and Shai Waisman, Esq.,
at Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

On Aug. 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority of the Debtors' 276 stores will remain open.

Pursuant to the Purchase Agreement, the Court authorized 51
Debtors to change their corporate names.  Lead Debtor Steve &
Barry's Manhattan LLC (Case No. 08-12579) has been changed to
Stone Barn Manhattan LLC.  Parent company Steve & Barry's LLC
(Case No. 08-12615) is now known as Steel Bolt LLC.

When the Debtors filed for bankruptcy, they listed $693,492,000 in
total assets and $638,086,000 in total debts.

(Steve and Barry's Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


STUYVESANT TOWN: Foreclosure Postponed; Hearing Set for Sept. 2
---------------------------------------------------------------
Oshrat Carmiel at Bloomberg News reports that a New York judge
halted a foreclosure auction planned for next week on Stuyvesant
Town-Peter Cooper Village, Manhattan's biggest apartment complex,
as creditors wrangle for control of the property.  CWCapital Asset
Management LLC, servicer for the senior mortgage on the property,
said a hearing will take place Sept. 2 on how to proceed.

According to Bloomberg, Bill Ackman's Pershing Square Capital
Management LP and Winthrop Realty Trust had scheduled an Aug. 25
foreclosure auction after buying $300 million in defaulted
mezzanine debt.  The two companies want to take control of the
complex under a plan that the senior mortgage holders claim will
put the 80-acre property in bankruptcy.

Bank of America Corp. and U.S. Bancorp, trustees for holders of
the $3 billion senior mortgage, however, sued to stop the
venture's foreclosure.  The complaint claims the Pershing and
Winthrop plan violates terms of an existing agreement among
creditors.

The case is Bank of America Corp. v. PSW NYC LLC, 10-651293, (N.Y.
Sup. Ct., N.Y. Cty.).


SUNESIS PHARMACEUTICALS: Posts $4.8MM Net Loss for June 30 Quarter
------------------------------------------------------------------
Sunesis Pharmaceuticals Inc. incurred a net loss of $4.8 million
for the second quarter of 2010.  For the first half of 2010, net
loss was $9.4 million.  As of June 30, 2010, Sunesis had cash and
cash equivalents of $49.3 million.

Sunesis' balance sheet at June 30, 2010, showed $49.84 million in
total assets, $5.53 million in total liabilities, $61,741 in non-
current portion of deferred rent, and a $44.25 million
stockholders' equity.

Financial highlights in the quarter include:

   * In June, Sunesis received gross proceeds of $28.5 million
     from the sale of common stock in the third and final tranche
     of its private placement pursuant to the March 2009
     securities purchase agreement with a group of accredited
     investors.  In conjunction with this common stock closing,
     all outstanding shares of Series A convertible preferred
     stock issued in the April and October 2009 closings of the
     private placement were converted into common stock.  Net
     proceeds from the closing will be approximately $26.7
     million, with associated fees to the placement agents to be
     paid in the third quarter.

   * In April, Sunesis entered into a controlled equity offering
     sales agreement with Cantor Fitzgerald & Co. pursuant to
     which the Company may issue and sell shares of common stock
     from time to time with aggregate proceeds of up to $20.0
     million.  As of June 30, 2010, Sunesis had sold 11.7 million
     shares of common stock, raising gross proceeds of $10.7
     million.  Net proceeds after expenses and commissions were
     $10.3 million.

   * Revenues for the three and six months ended June 30, 2010
     were $15,000 and $27,000, compared to $3.5 million and $3.7
     million for the same periods in 2009.  Revenue in the 2009
     periods was primarily comprised of a $1.5 million milestone
     earned from Biogen Idec's selection of a Raf kinase inhibitor
     development candidate for the treatment of cancer and $2.0
     million from the sale to SARcode of the Company's interest in
     all patents and related know-how that had previously been the
     subject of a license agreement with them.

   * Research and development expenses decreased to $3.0 million
     and $6.1 million for the three and six months ended June 30,
     2010, compared to $3.4 million and $7.7 million for the same
     periods in 2009.  The decrease of $0.4 million between the
     three month periods was primarily due to a decrease in
     clinical expenses.  The decrease of $1.6 million between the
     six month periods was primarily due to decreases in clinical
     expenses, outside services and facility costs.

   * General and administrative expenses for the three and six
     months ended June 30, 2010 were $1.9 million and $3.4
     million, compared to $2.0 million and $4.3 million for the
     same periods in 2009.  The decrease of $0.9 million between
     the six month periods was primarily due to reduced
     administrative headcount from the March 2009 restructuring
     and reduced facility costs.

   * Sunesis reported net loss of $4.8 million and $9.4 million
     for the three and six months ended June 30, 2010, compared to
     net loss of $22.9 million and $31.2 million for the same
     periods in 2009.

   * Cash used in operations was $4.2 million and $8.0 million for
     the three and six months ended June 30, 2010, compared to
     $5.8 million and $12.4 million for the same periods in 2009.

"The second quarter was an important period for Sunesis, as we
reached key clinical, regulatory and financial milestones leading
up to the launch of our planned Phase 3 pivotal trial of vosaroxin
in acute myeloid leukemia in the second half of this year," said
Daniel Swisher, Chief Executive Officer of Sunesis.  "During the
period, important Phase 2 data on vosaroxin's activity and safety
in AML and ovarian cancer were presented at the ASCO annual
meeting, we received scientific advice from the EMA on our
proposed development plans for vosaroxin, and we strengthened our
balance sheet.  We continue to make progress toward the initiation
of our pivotal Phase 3 trial, known as the VALOR trial, and are
working toward ensuring its successful launch and execution."

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?68f9

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6930

                   About Sunesis Pharmaceuticals

South San Francisco, Calif.-based Sunesis Pharmaceuticals, Inc.
(NASDAQ: SNSS) -- http://www.sunesis.com/-- is a
biopharmaceutical company focused on the development and
commercialization of new oncology therapeutics for the treatment
of hematologic and solid tumor cancers.

                           *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
Ernst & Young, LLP, in Palo Alto, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for 2009.  The
independent auditors noted that of the Company's recurring losses
from operations.


TAYLOR BEAN: Court Names Lawyer for Former Chairman Farkas
----------------------------------------------------------
Patrick Fitzgerald at Dow Jones Daily Bankruptcy Review reports
that a federal judge in Virginia named former U.S. Attorney
William Bruce Cummings to represent Lee Farkas -- the former
chairman of Taylor Bean & Whitaker -- after he failed to come up
with the cash to hire his own counsel.  Mr. Farkas is awaiting
trial on charges he engineered a multibillion-dollar mortgage
fraud.

"I will be counsel unless he comes up with funds from one source
or another to retain counsel," Mr. Cummings -- a white-collar
defense attorney based in Alexandria, Va., who also once
represented "American Taliban" John Walker Lindh -- said,
according to the report.

Dow Jones relates that, with his assets frozen by the court, Mr.
Farkas had hoped to tap Taylor Bean's insurance policy covering
directors and officers to pay for his defense.  But Taylor Bean
filed for bankruptcy a year ago, and the insurer required approval
from a bankruptcy judge to release the funds.  The bankruptcy
judge has yet to rule on the request, and with prosecutors'
growing antsy about a fast-approaching trial set to begin Nov. 1,
U.S. District Judge Leonie M. Brinkema appointed Mr. Cummings.

Dow Jones notes federal prosecutors claim Farkas engaged in a
seven-year, multibillion-dollar fraud by double-pledging Taylor
Bean's mortgage loans and improperly transferring loans and
securities between the company's bank accounts.  Prosecutors say
Mr. Farkas and others engaged in a scheme to misappropriate more
than $1.9 billion in funds to hide operating losses at Taylor
Bean, which in turn helped hasten the collapse of Colonial Bank,
the company's main lender.

Last year, as Colonial teetered near collapse, prosecutors say Mr.
Farkas also engaged in fraud in connection with an attempt to
convince the U.S. government to bail out Colonial Bank with $553
million in TARP funds.  Mr. Farkas, who's out on bail, has pleaded
not guilty to the charges. His trial is expected to start in
November.

The report relates Mr. Cummings said so far he's only spoken
briefly to Mr. Farkas about his defense. But he said he expects to
file a motion soon to move the trial to Florida, nearer to Mr.
Farkas's home, from Virginia.

Mr. Farkas has been charged with 16 counts of bank, wire and
securities fraud.  If convicted, he could spend the rest of his
life in prison.  Prosecutors are also seeking $22 million in
forfeiture from Mr. Farkas.

                         About Taylor Bean

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 filed for Chapter 11 three weeks
after federal investigators searched its offices.  The day
following the search, the Federal Housing Administration, Ginnie
Mae and Freddie Mac prohibited the company from issuing new
mortgages and terminated servicing rights.

Taylor Bean has more than $1 billion in both assets and
liabilities, 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.


THEODORE WRIGHT, JR.: Case Summary & Creditors List
---------------------------------------------------
Debtor: Theodore S. Wright, Jr.
        4757 W. Montrose
        Chicago, IL 60641

Bankruptcy Case No.: 10-36548

Chapter 11 Petition Date: August 16, 2010

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Scott R. Clar, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S. Lasalle, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: sclar@craneheyman.com

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

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

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-36548.pdf


TRONOX INC: Disclosure Statement Hearing Set for Sept. 16
---------------------------------------------------------
Judge Allan L. Gropper of the United States Bankruptcy Court for
the Southern District of New York will convene a hearing on
September 16, 2010, at 11:00 a.m. (ET) to consider approval of
the Disclosure Statement explaining the Plan of Reorganization
filed by Tronox Incorporated and its debtor affiliates.

Judge Gropper held a status conference on August 10 for the
Debtors to provide the Court and parties-in-interest with an
update regarding their Chapter 11 cases.

                        The Chapter 11 Plan

Tronox has filed a Chapter 11 plan contains the framework of
agreements Tronox is formulating with its principal creditors,
namely the United States government, several states, its unsecured
creditors' committee, various tort claimants and its equity
committee.  The Plan is premised upon the transfer of Tronox's
legacy environmental and tort liability to certain trusts to be
funded upon Tronox's emergence from bankruptcy.

Under the Plan:

  * newly created government trusts responsible for
    environmental remediation at properties located throughout
    the United States will be funded with a package of
    consideration that includes (i) up to $145,000,000 in cash,
    (ii) 88% of Tronox's interest in pending litigation against
    Anadarko Petroleum Corporation and Kerr-McGee Corporation,
    (iii) preferred stock and warrants convertible to common
    equity of Reorganized Tronox, allowing the trusts to share
    the benefit of improvements in Tronox's enterprise value,
    and (iv) certain other real property, insurance and
    financial assurance assets;

  * tort claims will be satisfied through separate trusts funded
    with 12% of the Anadarko Litigation proceeds, $7,000,000 in
    cash and certain insurance assets.  If tort claimants vote
    to reject the Plan, they will share in the general unsecured
    pool and Tronox will retain 12% of the Anadarko Litigation
    and the $7,000,000 in cash;

  * general unsecured claims, including claims held by the
    company's prepetition noteholders, are slated to receive all
    of the primary common equity of Reorganized Tronox.  Tronox
    expects general unsecured creditors will recover between 80
    and 100% of their claims based on plan valuation; and

  * existing equity holders will recover warrants to purchase up
    to 5% of the common equity if they vote to accept the Plan.

Under the Plan, holders of unsecured claims totaling $470,600,000
are expected to recover 80% to 100%.

A full-text copy of the Chapter 11 Plan is available for free
at http://bankrupt.com/misc/TrnxPlan.pdf

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

                  Disclosure Statement Objections

Six parties-in-interest object to the adequacy of the Disclosure
Statement explaining the Debtors' Plan of Reorganization:

Anadarko Petroleum Corporation and Kerr-McGee Corporation
complain that (1) the Disclosure Statement omits material
information necessary to enable creditors to evaluate their
recoveries under the Plan and (2) the Disclosure Statement
provides false and misleading information relating to Tronox, its
history and the Anadarko Litigation.

Lydia Protopapas, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, asserts, among other things, that the Disclosure
Statement fails to include a discussion of the impact on creditor
distributions of Anadarko's and KM's substantial rejection damage
and Section 502(h) claims (if any), as well as Tronox's conclusory
and unsupported statements that these claims may be disallowed.
Given the potentially significant effect of these claims on Class
3 distributions, Anadarko's and KM's claims should be more fully
addressed, she further asserts.  She notes that Class 3 general
unsecured creditors, including Anadarko and KM, have not been
informed of the impact on their distributions if (i) Class 4 tort
claimants reject the Plan and share in their distributions and
(ii) Indirect Environmental Claims are not disallowed as Tronox
assumes, but fails to explain.  Absent this information, it is
impossible for general unsecured creditors to determine the value
of their potential recovery under the Plan, Ms. Protopapas
argues.

Another objecting group, ACE American Insurance Company and other
members of the ACE group of companies complain that some of the
provisions of the Debtors' Disclosure Statement potentially
conflict with the terms and conditions of the workers
compensation, property-all risks, excess directors and officers,
and international commercial insurance policies and agreements
they issued to the Debtors.  The ACE Companies object to the
Disclosure Statement on the grounds that the Disclosure Statement
contains language that potentially impairs ACE's rights,
obligations and defenses under the ACE Policies and Agreements.
The ACE Companies assert that the Disclosure Statement should not
be approved by the Court unless the limited objections raised are
addressed.

In addition, Rehabilitation Institute of Chicago and New Water
Park LLC or the "Streeterville Claimants," who have claims against
the Debtors based on the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, complain that the Debtors
have not disclosed the terms or details of the proposed
"Environmental Claims Settlement Agreement" and no draft of that
agreement is attached to the Plan or the Disclosure Statement.


LaGrange Capital Partners, LP and LaGrange Capital Partners
Offshore Fund, Ltd., as Lead Plaintiffs in the securities class
action captioned In re Tronox, Inc. Securities Litigation, Civil
Action No. 1:09-cv-06220 (SAS), Lead Plaintiffs object to the
adequacy of the Disclosure Statement and to the Plan on these
grounds:

  (a) the Disclosure Statement does not provide a complete and
      accurate description of the status of the Securities
      Litigation and the potential impact of a successful Appeal
      in connection with the Plaintiffs' Proof of Claim Motion;

  (b) the Disclosure Statement fails to describe and the Plan
      fails to provide an adequate protocol for the preservation
      of the Debtors' records or documents whether retained by
      the reorganized Debtors or transferred to third parties;

  (c) the Disclosure Statement and Plan fail to disclose whether
      the Plan intends to deny Lead Plaintiffs the right to
      proceed with their claims against the Debtors solely to
      the extent of available insurance coverage, irrespective
      of the outcome of the Appeal and any injunctions,
      discharge or distribution under the Plan; and

  (d) the Plan Release and Injunction provisions are overly
      broad, ambiguous and improper and must affirmatively
      exclude Lead Plaintiffs' claims against the Non-Debtor
      Defendants and any other non-Debtors.

Exxaro Australia Sands Pty Ltd., Exxaro Namakwa Sands, a division
of Exxaro TSA Sands (Pty) Ltd., and Yalgoo Minerals Pty Ltd., an
affiliate of Exxaro, complain that the Disclosure Statement and
Joint Plan fail to account properly for Yalgoo's preemptive
rights to purchase the participating rights of non-debtor Tronox
Western Australia, Pty Ltd., in their joint venture upon the
occurrence of a "change in control" of TWA.

The Landwell Company and Basic Management, Inc., complain that
the Disclosure Statement fails to describe the specific nature of
the Debtors' interest in LCLP or BMI.  LCLP and BMI assert that
creditors should be fully advised about the nature and amounts of
those interest and their values.

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Equity Committee Proposes Stanford as Fin'l Advisor
---------------------------------------------------------------
The Equity Security Holders Committee of Tronox, Inc., asks the
Court for authority to retain Stanford Greene Advisors LLC as
financial advisor nunc pro tunc to July 10, 2010.

Craig A. Barbarosh, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in New York, relates that certain key personnel of Eureka Capital
Partners LLC, one of the Equity Committee's financial advisors,
have left Eureka and have formed their own advisory firm,
Stanford Greene Advisors LLC.  In order to preserve institutional
knowledge, prevent waste and needless expense to the estates in
frequenting new Eureka personnel with the case, and preserve
continuity of its professionals, the Equity Committee wishes to
retain Stanford Greene.

The proposed retention will not at all increase the financial
impact of the Equity Committee's advisors on the Debtors'
estates, Mr. Barbarosh contends.  He explains that the terms of
Stanford Greene's retention and the personnel providing services
will remain unchanged, with Stanford Greene replacing Eureka.

Given the expense of updating a new team of professionals at a
late, critical stage, retention of Stanford Greene is in the best
interests of the Equity Committee and these estates, Mr.
Barbarosh asserts.

Stanford Greene, together with Young & Partners LLC, another
financial advisor, will perform the same services previously
performed by Eureka and Young to date.

Stanford Greene will be compensated on the same terms as Eureka
was previously compensated and reimbursed for necessary out-of-
pocket expenses.

Eureka/Young was previously paid by the Debtors under these
fee structures:

  (a) monthly fee equal to (i) $125,000 per month for the first
      three months and (ii) $100,000 per month thereafter until
      the expiration or termination of the Agreement.  The first
      Monthly Fees will be payable 50% to Eureka and 50% to
      Young immediately upon the Court approval of the
      Agreement.  Fifty percent of any Monthly Fees actually paid
      to Eureka/Young in excess of $375,000 will be credited
      against a Transaction Fee; and

  (b) a transaction fee, payable 50% to Eureka and 50% to Young,
      in an amount equal to $1,500,000 upon the consummation of
      a Restructuring or similar transaction supported by
      the Equity Committee.

Mr. Barbarosh says that the fee structure preserves continuity of
the retention with a minimum of disruption.  He adds that the fee
structure is reasonable for Stanford Greene for the same reasons
that the Court considered it reasonable for Eureka: it balances
sensitivity towards the estates' operating an administrative
costs against the Equity Committee's need for ongoing,
independent financial advice and analysis.

Stephen A. Greene, a managing member of Stanford Greene, assures
the Court that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


US AEROSPACE: Files Bid Protest for Proposed Tanker Program
-----------------------------------------------------------
U.S. Aeorospace Inc. said in a filing with the Securities and
Exchange Commission that on August 2, 2010, it submitted a bid
protest to the General Accounting Office with regard to the bid
the Company submitted in response to the request for proposal for
the KC-X Tanker Modernization Program.

This protest is made on the grounds that the conduct of the
Department of the Air Force was unreasonable, that statutory
requirements for full and open competition have not been met, and
that the actions taken by the agency were contrary to law and
regulation.  This protest is also based upon apparent misconduct
by certain members of The Aeronautical Systems Center's KC-X
Program Office, which was unlawful and apparently done with the
intent and effect of improperly discriminating against one
potential bidder in favor of another.

The Company said, "Our proposal was hand delivered on July 9,
2010.  The messenger arrived at the government installation,
Wright-Patterson Air Force Base, well before 1:30 p.m., more than
half an hour before the 2:00 p.m. deadline.  Air Force personnel
initially denied the messenger entry to the base, then gave
incorrect directions to 1755 Eleventh Street Building 570, and
finally instructed the messenger to wait where he was for Air
Force personnel to come and get him.  He at all times complied
with the instructions of Air Force personnel, from the time he
arrived at the installation until the proposal was taken by Air
Force personnel at the program building.  Although the proposal
was arbitrarily marked received at 2:05 p.m., it was under Air
Force control before the bid deadline."

The Company added, "Our bid protest also alleges that certain Air
Force personnel may have intentionally delayed the messenger from
delivering our proposal, in order to create a pretext for refusing
to consider it because they have political issues with our Eastern
European supplier, thus violating the requirement that the program
be a fair and equal competition, open to all qualified bidders.

                       About U.S. Aerospace

U.S. Aerospace, Inc. -- http://www.USAerospace.com-- is a
publicly traded aerospace and defense contractor based in Southern
California.  The Company supplies aircraft assemblies, structural
components and highly-engineered, precision-machined details for
commercial and military aircraft.

The Company's balance sheet at March 31, 2010, showed $6.0 million
in total assets, $11.5 million in total liabilities, and a
stockholders' deficit of $5.4 million.

In its Form 10-Q for the first quarter ended March 31, 2010, the
Company said, "As of and the for the three months ended March 31,
2010, the Company has a net loss of approximately $1,794,000, an
accumulated deficit of approximately $28,633,000, working capital
deficit of approximately $10,582,000 and was in default on several
notes payable and had events of default on its CAMOFI and CAMHZN
debt.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.  The Company intends to
fund operations through anticipated increased sales which
management believes may be insufficient to fund its capital
expenditures, working capital and other cash requirements for the
year ending December 31, 2010."


US AEROSPACE: Gets $500,000 Financing from Hutton Int'l
-------------------------------------------------------
U.S. Aerospace Inc. obtained, effective July 27, 2010, an
aggregate of $500,000 in financing from Hutton International SPE,
LLC and its current lenders, CAMOFI Master LDC and CAMHZN Master
LDC, pursuant to 15% Senior Secured Convertible Notes due July 31,
2011.

The notes are convertible into shares of our common stock at
$0.13 per share, the closing sale price on July 27, 2010.  The
Company also entered into an agreement with CAMOFI and CAMHZN to
extend the term of their existing notes to July 31, 2011.

A full-text copies of the notes and extension agreement are
available for free at:

               http://ResearchArchives.com/t/s?6916
               http://ResearchArchives.com/t/s?6917
               http://ResearchArchives.com/t/s?6918
               http://ResearchArchives.com/t/s?6919

                       About U.S. Aerospace

U.S. Aerospace, Inc. -- http://www.USAerospace.com-- is a
publicly traded aerospace and defense contractor based in Southern
California.  The Company supplies aircraft assemblies, structural
components and highly-engineered, precision-machined details for
commercial and military aircraft.

The Company's balance sheet at March 31, 2010, showed $6.0 million
in total assets, $11.5 million in total liabilities, and a
stockholders' deficit of $5.4 million.

In its Form 10-Q for the first quarter ended March 31, 2010, the
Company said, "As of and the for the three months ended March 31,
2010, the Company has a net loss of approximately $1,794,000, an
accumulated deficit of approximately $28,633,000, working capital
deficit of approximately $10,582,000 and was in default on several
notes payable and had events of default on its CAMOFI and CAMHZN
debt.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.  The Company intends to
fund operations through anticipated increased sales which
management believes may be insufficient to fund its capital
expenditures, working capital and other cash requirements for the
year ending December 31, 2010."


US ANTIMONY: Posts $204,600 Net Income for June 30 Quarter
----------------------------------------------------------
United States Antimony Corp. filed its quarterly report on Form
10-Q, reporting net income of $204,583 on $1.53 million of
revenues for the three months ended June 30, 2010, compared with a
net loss of $37,141 on $581,208 of revenues for the same period a
year ago.

The Company's balance sheet at June 30, 2010, showed $4.72 million
in total assets, $1.32 million in total liabilities, and a
$3.92 million stockholders' equity.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6923

Thompson Falls, Mont.-based United States Antimony Corporation
produces and sells antimony and zeolite products.

DeCoria, Maichel & Teague, P.S., in Spokane, Wash., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that of the Company's negative working
capital and accumulated deficit.


VERTIS HOLDINGS: Deadline to Withdraw From Exchange Bid Extended
----------------------------------------------------------------
Vertis Holdings Inc. said as a result of modifications to Vertis
Inc.'s exchange offers on August 13, 2010, holders of Vertis Inc.
notes have the ability to withdraw their tender through noon, New
York City time, on August 23, 2010.

In April 2010, Vertis commenced (i) a private exchange offer, a
tender offer and a consent solicitation relating to its
outstanding 13-1/2% Senior Pay-in-Kind Notes due 2014, and (ii) a
private exchange offer and a consent solicitation relating to its
18-1/2% Senior Secured Second Lien Notes due 2012 held by eligible
holders.

                        Senior Notes Offer

On August 13, Vertis increased the number of shares of common
stock it is offering in connection with its private exchange offer
for the Senior Notes to 2,022.866 shares for each $1,000 principal
amount of Senior Notes.  Vertis previously offered to exchange
784.377 shares of the Common Stock for each $1,000 principal
amount of Senior Notes.

In addition, Vertis is no longer offering the consent fee of $5.00
for each $1,000 principal amount of Senior Notes validly tendered
by Eligible Senior Noteholders in the Senior Notes Exchange Offer.
Vertis is now offering in its tender offer for the Senior Notes
$50.00 for each $1,000 principal amount of Senior Notes validly
tendered at or prior to the Expiration Time.  Vertis previously
offered to pay to Eligible Senior Noteholders and all remaining
holders of Senior Notes that are not eligible to participate in
the Senior Notes Exchange Offer --- Non-Eligible Senior
Noteholders -- $400.00 for each $1,000 principal amount of Senior
Notes validly tendered in the Tender Offer at or prior to the
Expiration Time.

Holders of Senior Notes who do not validly withdraw their
Previously tendered Senior Notes in the tender offer prior to the
Expiration of the withdrawal period will receive $50.00, not
$400.00, upon consummation of the tender offer.

The cash consideration payable by Vertis pursuant to the Tender
Offer will be funded by the sale of shares of Common Stock to
Avenue Capital in a private placement at the price set forth --
Avenue Stock Purchase.

The table summarizes the updates to the Senior Notes Offer:

                      For each $1,000 Principal Amount of
                      Senior Notes Tendered:

                      Old Consideration     New Consideration
                      -----------------     -----------------
     Senior Notes
     Exchange Offer        784.377 Shares    2,022.866 Shares

     Tender Offer          $400.00              $50.00

     Consent Fee (1)         $5.00               $0.00

     Avenue Stock
       Purchase            784.377 Shares    2,022.866 Shares
                         for each $400.00    for each $50.00
                         Paid                Paid

     (1) Offered only to Eligible Senior Noteholders selecting the
         Common Stock.

                 Second Lien Notes Exchange Offer

Vertis is offering to exchange $1,000 principal amount of its new
13% Senior Secured Notes due 2016 for each $1,000 principal amount
of Existing Second Lien Notes validly tendered at or prior to the
Expiration Time.  Vertis previously offered to issue $393.73
principal amount of New Secured Notes and pay $591.27 of cash for
each $1,000 principal amount of Existing Second Lien Notes validly
tendered, and not validly withdrawn, by Eligible Second Lien
Noteholders in the Second Lien Exchange Offer at or prior to the
Expiration Time.  The updated consideration no longer includes
cash.

Eligible Second Lien Noteholders who do not validly withdraw their
previously tendered existing Second Lien Notes in the Second Lien
Notes Exchange Offer prior to the expiration of the Withdrawal
Period will receive the updated amount of New Secured Notes and
will not receive any cash upon consummation of the Second Lien
Notes Exchange Offer.

Eligible Second Lien Noteholders validly tendering Existing Second
Lien Notes at or prior to the Expiration Time will also receive
additional New Secured Notes in an amount equal to 100% of the
accrued and unpaid interest due to such holders from April 1, 2010
until, but not including, the first settlement date (which may be
an early settlement date) for the Second Lien Notes Exchange
Offer, and regardless of whether any Existing Second Lien Notes
are tendered thereafter, if applicable.

The table summarizes the updates to the consideration in the
Second Lien Notes Exchange Offer:

                      For each $1,000 Principal Amount of
                      Existing Second Lien Notes Exchanged:

                      Old Consideration     New Consideration
                      -----------------     -----------------
     Senior Notes
     Exchange Offer        784.377 Shares    2,022.866 Shares

     Cash                         $591.27           $0.00
     New Notes                    $393.73       $1,000.00
     Accrued Interest (1)   98.5% paid in    100% paid in
                           additional New  additional New
                            Secured Notes  Secured Notes

     (1) Represents accrued and unpaid interest from April 1, 2010
         until, but not including, the first settlement date.

In the event the Company utilizes an early acceptance date, the
transaction is expected to close prior to August 31, 2010.

The Offers represent elements of a comprehensive $1.1 billion
refinancing of substantially all of the Company's outstanding
secured and unsecured indebtedness.

In addition to the Offers, the refinancing is expected to include:

     -- the refinancing of the existing $225 million senior
        revolving credit facility and a portion of the existing
        $400 million term loan with the proceeds of a new senior
        secured asset-based revolving credit facility of up to
        $190 million;

     -- the incurrence of approximately $365 million aggregate
        principal amount of new first lien term indebtedness, the
        proceeds of which will be used to refinance a portion of
        the existing term loan and to fund the cash consideration
        for the Second Lien Notes Exchange Offer;

     -- the exchange of approximately $74 million aggregate
        principal amount of Existing Second Lien Notes held by
        Avenue Capital for shares of 13.5% pay-in-kind preferred
        stock of Holdings in a private placement; and

     -- the issuance to Avenue Capital of approximately
        $113 million aggregate principal amount of new 13%/15%
        PIK-Option Senior Secured Notes due 2016 in a private
        exchange for approximately $113 million of borrowings owed
        to Avenue Capital under the Company's existing term loan.

The purpose of the Refinancing Transactions is to improve the
Company's capital structure by reducing its overall debt and its
annual interest expense.

                           About Vertis

Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. --
http://www.vertisinc.com/-- provides targeted print advertising
and direct marketing solutions to America's retail and consumer
services companies.

The company and its six affiliates previously filed for Chapter 11
protection on July 15, 2008 (Bankr. D. Del. Case No. 08-11460).
In August 2008, it emerged from bankruptcy, after completing a
merger with ACG Holdings.


VERTIS HOLDINGS: Unit's June 30 Balance Sheet Upside-Down by $25MM
------------------------------------------------------------------
Vertis Holdings Inc.'s Vertis Inc. and its subsidiaries disclosed
that as of June 30, 2010, it had $1,467,320,000 in total assets,
including $257,193,000 in cash and cash equivalents; and
$1,493,277,000 in total liabilities, including $265,734,000 in
total current liabilities, and a stockholders' deficit of
$25,957,000.

Vertis Inc. posted a net loss of $31,620,000 for the three months
ended June 30, 2010, on revenues of $302,819,000.  Vertis Inc.
posted a net loss of $29,313,000 for the three months ended June
30, 2009, on revenues of $320,978,000.

Vertis Inc. posted a net loss of $70,537,000 for the six months
ended June 30, 2010, on revenues of $590,084,000.  Vertis Inc.
posted a net loss of $68,273,000 for the six months ended June 30,
2009, on revenues of $649,239,000.

Vertis Inc. posted a net loss of $108,048,000 for the year ended
December 31, 2009, on revenues of $1,323,879,000.

In the six months ended June 30, 2010, the Company expensed $9.9
million in restructuring costs, which included $7.9 million
primarily related to consolidation efforts associated with the
Company's Integration Plan.  Vertis has consolidated two Direct
Marketing facilities and one Advertising Inserts facility.  Four
Advertising Inserts facilities were downsized.  Several
administrative functions were consolidated.  Vertis terminated 376
employees.

                           About Vertis

Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. --
http://www.vertisinc.com/-- provides targeted print advertising
and direct marketing solutions to America's retail and consumer
services companies.

The company and its six affiliates previously filed for Chapter 11
protection on July 15, 2008 (Bankr. D. Del. Case No. 08-11460).
In August 2008, it emerged from bankruptcy, after completing a
merger with ACG Holdings.


VISTEON CORP: Dow Chemical Opts Out of Plan Releases
----------------------------------------------------
The Dow Chemical Company notified the U.S. Bankruptcy Court on
July 30, 2010, that it intends to opt-out of the third-party
release afforded under Visteon Corp.'s Fourth Amended Joint Plan
of Reorganization.

Dow Chemical maintains various relationships with the Debtors and
certain of their non-debtor affiliates, including Visteon
Sistemas Automotivos Ltda., Visteon Deutschland GmbH, Visteon
Systemes Interieurs SAS and Visteon Sistemas Interiores Espana,
S.L.

The Release provides, in pertinent part, that the Releasing
Parties will release and discharge as of the Plan Effective Date
the Debtors and their bankruptcy estates, the reorganized
Debtors, the Released Parties and certain other parties from any
and all claims, rights, damages or causes of action arising from
or related to, among other things:

  (a) the Debtors and their bankruptcy cases;
  (b) transactions giving rise to any claim; or
  (c) the business or contractual arrangements between any
      Debtor and any Released Party.

The Non-debtor affiliates qualify as "Released Parties," which
are defined to include the Debtors' and the Reorganized Debtors'
current and former affiliates and subsidiaries.

The Plan defines "Releasing Parties" to include, inter alia, "(g)
each holder of a Claim or Interest abstaining from voting to
accept or reject the Plan, unless such abstaining holder checks
the box on the applicable ballot, upon which holders of Impaired
Claims or Interests entitled to vote shall cast their vote to
accept or reject the Plan, indicating that those holder opts not
to grant the releases provided in the Plan."

Dow Chemical asserts that it was neither the holder of a Claim
against the Debtors' bankruptcy estates as of the Voting Record
Date nor was it otherwise eligible to submit a ballot whereupon
it could mark the appropriate box to opt-out out of the Release.

According to Dow Chemical, to the extent it is the holder of a
Claim or was otherwise eligible to submit a ballot to vote on the
Plan, it opts out of the Release and thus consequently is not a
Releasing Party under the Plan.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  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
disclosed assets of US$4,561,000,000 and debts of US$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
effort.  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: IUE-CWA Withdraws Motion for Voting on $100MM Claim
-----------------------------------------------------------------
The IUE-CWA, the Industrial Division of the Communications
Workers of America, AFL-CIO, CLC asked the U.S. Bankruptcy Court
to temporarily allow its claim against the Debtors for
$100 million for voting purposes.

The IUE-CWA represented hourly employees at Debtors' plants at
Connersville and Bedford, Indiana.  The IUE-CWA currently
represents approximately 2,100 retirees who were employed by the
Debtors at these two plants.  Since the 1950s and continuing to
the closure of the two plants, the collective bargaining
agreements between Debtors and the IUE-CWA required the Debtors
to provide lifetime retiree medical benefits and life insurance
to IUE-CWA represented employees.

The IUE-CWA timely Claim Nos. 1563 and 1586 on October 12,
2009, on behalf of the IUE-CWA represented retirees for retiree
health and life insurance benefits.  Both claims have
unliquidated amounts.

The current $100 million claim amount estimate for the IUE-CWA
Claims is derived from the Debtors' own calculation that the
expected cost to provide retiree health and life insurance for
its 6,650 retirees will be $310 million, according to Susan E.
Kaufman, Esq., at Cooch and Taylor, P.A., in Wilmington,
Delaware, attorney for IUE-CWA.

Ms. Kaufman asserted that if the value of IUE-CWA Claims is
allowed to remain at the severely deflated sum of $1, this will
effectively disenfranchise the IUE-CWA and the IUE-CWA
represented retirees in the reorganization process.

Fulcrum Credit Partners LLC filed with the Court a joinder to
IUE-CWA's request for temporary allowance of claims for voting
purposes.

                       Committee Objects

The Official Committee of Unsecured Creditors contended that the
IUE-CWA has not presented sufficient evidence to warrant a
temporary allowance of the IUE-CWA Claims for voting purposes in
any amount greater than $1.

The Committee maintained that in the event the Court finds that
the IUE-CWA has any general unsecured claim, any allowance of an
amount greater than $1 for voting purposes would be improper.

The Committee further asserted that since the probability that
the IUE-CWA will sustain a prepetition Class H general unsecured
claim for OPEB is at or near zero, the true value of the IUE-CWA
Claims is at or near $0.

                         Request Withdrawn

In a filing dated August 13, 2010, the IUE-CWA notified the Court
that it is withdrawing its Motion as moot.

Michael Kennedy, Esq., attorney for the IUE-CWA, said that once
the Union got hold of the of the voting results, "it concluded
that even $100 million worth of new 'no' votes would not be
sufficient to pressure Visteon into restoring benefits," Dow
Jones Daily Bankruptcy Review reports.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  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
disclosed assets of US$4,561,000,000 and debts of US$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
effort.  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: Trade Creditors Withdraw Plea for Official Committee
------------------------------------------------------------------
Hain Capital Group, LLC, Liquidity Solutions, Inc., and Fulcrum
Credit Partners LLC have asked Judge Christopher Sontchi to order
the appointment of an official trade creditors committee.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, objected,
arguing that there is no need for additional committee in the
Debtors' cases.  The U.S. Trustee further argued that Hain Capital
Group, LLC, Liquidity Solutions, Inc., and Fulcrum Credit Partners
LLC:

  (i) failed to address in their Motion, why trade creditors --
      the creditor constituency that holds one of the largest
      voting blocks on the Official Committee of Unsecured
      Creditors -- are not adequately represented; and

(ii) failed to allege any credible basis as to why the
      interests of the trade creditors will not be aligned with
      the interests of the other unsecured creditors or why,
      even if their views diverge on some issues from some of
      the other creditors, the Creditors' Committee, which often
      is tasked with representing creditors with conflicting
      interests, would not adequately represent their interests.

Three members of the current Creditors' Committee have trade
claims, the U.S. Trustee noted.

Subsequently, Hain Capital, et al., filed a document saying that
they are withdrawing their request for the appointment of an
official trade creditors' committee without prejudice.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  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
disclosed assets of US$4,561,000,000 and debts of US$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
effort.  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).


VYTERIS INC: Posts $6.29 Million Net Loss for June 30 Quarter
-------------------------------------------------------------
Vyteris Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $6.29 million on $123,254 of total revenues for the
three months ended June 30, 2010, compared with a net loss of
$1.42 million on $453,710 total revenues for the same period a
year earlier.

The Company's balance sheet at June 30, 2010, showed $5.17 million
in total assets, $18.99 million in total liabilities, and a $13.82
million stockholders' deficit.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6926

                        About Vyteris, Inc.

Based in Fair Lawn, New Jersey, Vyteris, Inc. (formerly Vyteris
Holdings (Nevada), Inc., has developed and produced the first FDA-
approved electronically controlled transdermal drug delivery
system that transports drugs through the skin comfortably, without
needles.  This platform technology can be used to administer a
wide variety of therapeutics either directly into the skin or into
the bloodstream.  The Company holds approximately 50 U.S. and 70
foreign patents relating to the delivery of drugs across the skin
using an electronically controlled "smart patch" device with
electric current.

According to the Company's 2009 annual report on Form 10-K, Amper,
Politziner & Mattia, LLP, in Edison, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring losses and is dependent upon obtaining sufficient
additional financing to fund operations and has not been able to
meet all of its obligations as they become due.


WENTWORTH ENERGY: Incurs $1.23-Mil. Net Loss for June 30 Qtr.
-------------------------------------------------------------
Wentworth Energy, Inc. incurred a $1,230,112 net loss for the
three months ended June 30, 2010, from a $1,515,459 net loss for
the same period in 2009.  The Company reported a $1,602,190 net
loss for the six months ended June 30 2010, from a $5,278,444 loss
for the same period a year ago.

The Company also recorded total revenue of $82,010 for the three
months ended June 30, 2010, and total revenue of $254,882 for the
six months ended June 30, 2010.

As of June 30, 2010, the Company had a $19,987,121 in total
assets; $69,663,203 in total liabilities, and a $49,646,082
stockholder's 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?694c

Wentworth Energy, Inc., is an exploration and production company
engaged in oil and gas exploration, drilling and development.  The
Company has oil and gas interests in Anderson County, Freestone
County, and Jones County, Texas.


WINDMILL DURANGO: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Windmill Durango Office, LLC
        3275 S. Jones Boulevard, #105
        Las Vegas, NV 89146

Bankruptcy Case No.: 10-25594

Chapter 11 Petition Date: August 17, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Zachariah Larson, Esq.
                  LARSON & STEPHENS
                  810 S. Casino Center Boulevard, Suite 104
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  E-mail: ecf@lslawnv.c

Scheduled Assets: $21,389,775

Scheduled Debts: $16,768,000

The petition was signed by Jeff Susa, agent.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Windmill Durango Op, LLC              10-18058            05/03/10
Windmill Durango Retail, LLC          10-18056            05/03/10

Debtor's List of six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Windmill Durango Office II, LLC    Business Expense       $265,000
3275 S. Jones Boulevard, #105      (Loan)
Las Vegas, NV 89146

Green Thumb Maintenance            Business Expense         $3,000
P.O. Box 80404
Las Vegas, NV 89180

Control Contractors, Inc.          Business Expense        unknown
5662 La Costa Canyon Court, Suite 105
LAS VEGAS, NV 89139

DP Air Corp                        Business Expense        unknown

Otis Elevator Company              Business Expense        unknown

S&S Development/Jeff Susa          Business Expense        unknown


WILLIAM MARR: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: William H. Marr
        2304 Bellow Court
        Crofton, MD 21114

Bankruptcy Case No.: 10-28745

Chapter 11 Petition Date: August 16, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: James Greenan, Esq.
                  MCNAMEE, HOSEA, ET. AL.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  E-mail: jgreenan@mhlawyers.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-28745.pdf


WINDSTREAM CORPORATION: Moody's Affirms 'Ba2' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed its ratings for Windstream
Corporation, including its Ba2 Corporate Family and Probability of
Default Ratings, upon the Company's announced plan to acquire Q-
Comm Corporation and its wholly-owned subsidiaries, Kentucky Data
Link and Norlight, Inc., for a total purchase price of about
$782 million consisting of about $270 million in cash,
$237 million in Windstream stock and the assumption of
$267 million (net of cash) of KDL's outstanding debt.  Windstream
expects to close the acquisition by the end of 2010.  As part of
the rating action, Moody's lowered Windstream's Speculative Grade
Liquidity Rating to SGL-2 from SGL-1 due to the diminished (albeit
still "good") proforma liquidity profile assuming only internal
and existing committed external sources of liquidity are utilized
to finance the transaction, consistent with Moody's SGL rating
framework.  Although the final details on how Windstream intends
to fund the cash and debt portion of the KDL acquisition have not
been announced, Windstream indicated that it may raise additional
capital to pay for the acquisition.  If the Company does
successfully access the capital markets for required cash, Moody's
would likely restore the company's liquidity rating to its prior
SGL-1 level.

The transaction values Q-Comm at about 8.4x its trailing EBITDA of
$93 million, before synergies.  Windstream has indicated that it
plans to increase capital investment in the KDL network resulting
in free cash flow dilution in the near term.  More significant for
Windstream is the reach of KDL's fiber optic network, which
overlaps much of Windstream's footprint and should provide the
Company greater opportunities to sell more telecommunications
services to business customers.  Windstream's planned acquisition
of KDL represents a continuation of the company's strategy to grow
revenues from business customers, as proforma for the transaction
its business and broadband customers would represent more than 50%
of total revenue, giving it a solid platform to target additional
revenue growth opportunities.  While revenue growth from
residential customers is deemed unlikely for most incumbent
wireline operators due to secular pressures, Moody's expect
revenue from the business sector to grow modestly when the economy
rebounds.

In Moody's view, the proposed transaction is not expected to
materially alter Windstream's operating and credit profile,
although the Company's adjusted Debt/EBITDA leverage is expected
to remain elevated for the rating category at about 3.8x over the
next two years.  Prospective synergies from the acquisition are
likely achievable, and there is relatively low perceived
integration risk on a stand-alone basis due to KDL's small size
relative to Windstream.  However, this transaction marks the fifth
acquisition that Windstream has announced in the past year and
over a wide rural footprint.  In Moody's view, ongoing acquisition
activity may pressure Windstream's ratings if it stretches the
Company's resources and/or if the staging of the integrations
overlap with one another and envisioned synergies are delayed.

Moody's most recent rating action for Windstream was on July 12,
2010, when Moody's assigned a Ba3 rating to the company's senior
unsecured note offering.

Windstream, headquartered in Little Rock, AR, is an ILEC providing
telecommunications services in 16 states and generates about
$3.1 billion in annual revenue.

Moody's Investors Service adopts all necessary measures so that
the information it uses in assigning a credit rating is of
sufficient quality and from reliable sources; however, Moody's
Investors Service does not and cannot in every instance
independently verify, audit or validate information received in
the rating process.


WINDSTREAM CORPORATION: Q-Comm Deal Won't Affect Fitch's Ratings
----------------------------------------------------------------
Fitch Ratings believes Windstream Corporation's proposed
acquisition of Q-Comm Corporation in a transaction valued at
approximately $782 million will not affect its ratings.
Windstream's Issuer Default Rating is 'BB+', and the Rating
Outlook is Stable.

Q-Comm, including its wholly owned subsidiaries Kentucky Data
Link, Inc., and Norlight, Inc., provide regional fiber transport
and competitive local exchange services in 22 states highly
complementary to Windstream's existing operations.  Prior to the
close of the transaction Q-Comm will divest certain assets so that
the remaining businesses will consist of Kentucky Data Link and
Norlight.  Terms of the transaction call for Windstream to issue
approximately 20.6 million shares of stock valued at $237 million
based on an Aug. 17, 2010 closing price, pay $278 million in cash
and repay an estimated $267 million of Q-Comm's net debt.  The
proposed acquisition generated approximately $93 million in EBITDA
over the last 12 months, and Windstream expects to realize
approximately $25 million in annual synergies.  The transaction is
expected to close by the end of 2010.  Windstream is expected to
have sufficient cash and revolver capacity to finance the
transaction, although the company has indicated it may raise debt
financing in the future.

Windstream's ratings incorporate expectations for the company to
generate strong operating and free cash flows and to have access
to ample liquidity.  Moreover, the acquisition further diversifies
Windstream's revenues and, along with other recent acquisitions,
adds scale to the company, partly offsetting the effect of
competition for residential voice services on the company's
operations, which is Fitch's primary concern.  Integration risk is
an additional concern, but in Fitch's view is relatively modest,
owing to the company's experience with acquiring and incorporating
small- and medium-sized acquisitions.

Fitch believes the initial effect of the acquisition on
Windstream's leverage will be modest, and once synergies are
realized from the proposed and recent transactions, leverage will
be within the current expectations for Windstream's 'BB+' IDR.  By
the end of 2010, Fitch expects Windstream's pro forma leverage
will approximate 3.5 times, slightly over the upper end of the
company's 3.2x to 3.4x historical range.

On June 30, 2010, Windstream had $191.5 million available on its
revolver and $53.5 million of cash on its balance sheet, which
provided for liquidity below historical levels.  However, pro
forma for the July 2010 $400 million senior unsecured debt
offering, the company's liquidity was restored to historical
levels as proceeds were used to free up the revolver.  Pro forma
for the debt offering, availability on the revolver was
approximately $492 million (net of outstanding letters of credit).
Over past several quarters, the company has extended the maturity
of $434 million of the $500 million revolving credit facility from
July 2011 to July 2013, with the remainder maturing in July 2011.
In October 2009, Windstream amended its senior secured term loan
facilities to extend their maturities.  The maturity of
$168.9 million of the $283 million outstanding on term loan A was
extended from July 2011 to July 2013.  The term loan B, which as
of June 30, 2010, had a $1.358 billion balance outstanding, now
has approximately $1.070 billion maturing in December 2015 rather
than in July 2013.  The amendment and extensions resulted in
certain increased fees, including increased interest rates on
loans with extended maturities.

Principal financial covenants in the credit facilities require a
minimum interest coverage ratio of 2.75x and a maximum leverage
ratio of 4.5x.  There are limitations on capital spending, and the
dividend is limited to the sum of excess free cash flow and net
cash equity issuance proceeds subject to pro forma leverage of
4.5x or less.

Other than the portion of the revolver and term loan A facility
maturing in 2011, upcoming maturities are nominal through 2012.
Liquidity is also supported by free cash flow, which Fitch
estimates will be in upper end of a $200 million to $300 million
range for 2010.  Capital spending, per the company's guidance, is
expected to range from $390 million to $410 million.


WORLDGATE COMMS: Posts $2.96 Million Net Loss for June 30 Quarter
-----------------------------------------------------------------
Worldgate Communications Inc. filed its quarterly report on Form
10-Q, reporting net loss of $2.96 million on $124,000 of net
revenues for the three months ended June 30, 2010, compared with
$4.34 million on $143,000 of net revenues for the same period a
year earlier.

The Company's balance sheet at June 30, 2010, showed
$14.31 million in total assets, $17.92 in million total
liabilities, and a $3.61 million stockholders' deficit.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6925

Trevose, Pa.-based Worldgate Communications, Inc., is a provider
of digital voice and video phone services and next generation
video phones.  The Company designs and develops digital video
phones featuring real-time, two-way video.  It also provides a
turn-key digital voice and video communication services platform
supplying complete back-end support services.


* ABI's Gerdano Comments on 2010 1st Half Bankruptcy Statistics
---------------------------------------------------------------
Eric Morath at Dow Jones Daily Bankruptcy Review reports that
Samuel J. Gerdano, executive director of the American Bankruptcy
Institute in suburban Washington, said businesses are finding ways
to address their debt outside of court while consumers, up against
a still turbulent economy, are increasing turning to bankruptcy.

As reported by the Troubled Company Reporter on Wednesday,
bankruptcy filings rose 20% in the 12-month period ending June 30,
2010, according to statistics released August 17 by the
Administrative Office of the U.S. Courts.  A total of 1,572,597
bankruptcy cases were filed in federal courts in that period,
compared to 1,306,315 bankruptcy cases filed in the 12-month
period ending June 30, 2009.  This is the highest number of
bankruptcy filings for any period since many of the provisions of
the Bankruptcy Abuse Prevention and Consumer Protection Act of
2005 took effect.

Non-business filings for the 12-month period ending June 30, 2010
totaled 1,512,989, up 21% compared to the 1,251,294 non-business
filings for June 30, 2009.  Business filings totaled 59,608, up 8%
from the 55,021 filings reported in June 30, 2009.

"There is still a significant debt overhang for consumers," Mr.
Gerdano said, according to Dow Jones.  "Combined with high
unemployment and general uncertainly, that's pushing more people
over the edge."  Companies, however, found credit markets opened
up in the first half of 2010, allowing businesses to restructure
their debts without court intervention.

According to Dow Jones, Mr. Gerdano said some banks are "kicking
the can down the road" and not enforcing defaults that could push
companies into bankruptcy in hopes that the economy will improve
in the near future.  "That can't go on forever," he said.

With prospect of future defaults, especially in still deeply
troubled sectors like commercial real estate, the number of
Chapter 11 filings could "return to levels you'd expect to see in
a downturn," Mr. Gerdano said.


* U.S. Credit-Default Swaps Benchmark Declines for Second Day
-------------------------------------------------------------
Michael Bathon and Carla Main at Bloomberg News report that a
benchmark gauge of corporate credit risk in the U.S. fell
August 18 for the second day to the lowest since Aug. 10.  The
Markit CDX North America Investment Grade Index Series 14, which
investors use to hedge against losses on corporate debt or to
speculate on creditworthiness, fell 1.1 basis point to a mid-price
of 105.8 basis points as of 8:19 a.m. August 18 in New York,
according to Markit Group Ltd.  The index, which typically
declines as investor confidence improves and rises as it
deteriorates, fell 4.8 basis points over the two days.


* Patton Boggs' Bryan Joins Duane Morris
----------------------------------------
Bankruptcy Law360 reports that Duane Morris LLP has beefed up its
Baltimore office with the addition of R. Timothy Bryan, a
corporate and bankruptcy attorney from Patton Boggs LLP.

Bryan, who focuses his practice on both commercial transactions
and bankruptcy matters, joined Duane Morris as a partner on
August 11 in the firm's corporate practice group, according to
Law360.


* BOOK REVIEW: Courts and Doctors
---------------------------------
Author: Lloyd Paul Stryker
Publisher: Beard Books
Softcover: 261 pages
Price: $34.95
Review by Henry Berry

Beginning in the 1930s, medical malpractice lawsuits in New York
State began climbing.  In 1930, there were 256 lawsuits more than
there were the year before, a rise of thirty-three percent.  This
equated to one lawsuit for every 22 members of the 12,500 members
of the Medical Society of the State of New York.  During these
years, Lloyd Stryker, as the Medical Society's general counsel,
was responsible for advising its members on how to defend
themselves against medical malpractice lawsuits.  He also acted as
the lead counsel for many physician members caught up in the
rising tide of lawsuits.

Courts and Doctors was written by the author for the Society's
members as he approached retirement.  The Society asked Stryker to
make his accumulated knowledge, experience, and observations on
courtroom procedures in medical malpractice lawsuits available to
educate present and future members.  His work then found a much
wider audience when it was published by Macmillan in 1932.

The basics of a medical malpractice suit have not changed much
since that time.  Thus, Stryker's work is still relevant in
explaining how a medical malpractice case is handled by the
judicial system.  Courts and Doctors also offers an appendix of
legal cases and indexes with innumerable legal references.  These
cases and references remain instructive and relevant too.

Stryker wrote Courts and Doctors with the intention that "the
medical profession may come to a better understanding of the
courts and of the problems with which judges wrestle."  However,
the author also hoped that judges would read his book and develop
"an even greater sympathy and understanding [of] the difficulties
of the doctor" when engaging in his or her profession.  New York
State's definition of a doctor offers an explanation of why
medical malpractice cases are frequently brought against doctors.
The definition -- seven lines long -- reads, in part, "A person
practices medicine . . . who holds himself out as being able to
diagnose, treat, operate or prescribe for any human disease, pain,
injury . . . who shall either offer or undertake by any means or
method to diagnose, treat . . . for any human disease . . . or
physical condition."  Every state has a similarly broad definition
that exposes a doctor to liability on many fronts.  The author
further notes that physicians perform their services under
conditions determined to a large extent by the state.  In New York
State, "[t]he doctor is . . . a quasi public servant in that he is
licensed to practice; and . . . the State exercises certain
privileges and determines in a large measure the conditions under
which the physician shall practice."

Although medical law has remained largely unchanged, the prospect
of a malpractice lawsuit is higher than ever.  At the time of this
book's writing, doctors were subject to a modest number of laws
that prohibited the use of narcotics in the practice of medicine.
Today's doctors are subject to infinitely more laws and extensive
regulatory oversight governing the dispensation of medications and
other treatments.  Also, most physicians practicing today have
more staff under their supervision.  This, too, raises the stakes
for those who choose to practice medicine.

Physicians looking to navigate their way through today's legal
minefields will find Stryker's book to be an excellent guide.  The
author offers 11 precautionary measures doctors can follow to
minimize the possibility of a malpractice lawsuit and improve
considerably their chances of successfully countering a lawsuit if
one should be brought against them.  Stryker advises giving
realistic thought to becoming involved with certain medical
conditions or treatments in the first place.  For example, he
tells doctors to "inquire honestly of yourself whether you are in
fact competent to treat or operate for the particular malady which
confronts you."  All recommendations of surgery should be fully
justified.  Stryker also recommends standard "instruments and
appliances," careful record keeping, and keeping up with the
latest developments in the medical field.

An introductory chapter and brief recounting of preventive
measures is followed with a thorough examination of the basic
elements of a medical malpractice case.  These include elements
found with any civil legal action and also those particular to
malpractice cases.  Among the former are the statute of
limitations, the grounds of the case, and standards of proof.
Elements central to a medical malpractice case are expert
testimony, standard of care the doctor is said by the plaintiff to
have departed from, and the use of medical texts.  Aside from
exceptional circumstances, which are noted by the author, a
plaintiff cannot recover damages in a malpractice lawsuit without
the aid of expert testimony.  Stryker devotes an entire chapter to
this crucial aspect of medical malpractice law. Decisions in
medical malpractice cases often hinge on how receptive a judge or
jury is to testimony of expert witnesses.  Lay persons rarely have
the requisite medical knowledge to make informed decisions in
these often complex cases.  Thus, the witnesses in the case,
whether those of the plaintiff or the defendant, have a large
bearing on which side prevails.

Courts and Doctors offers a useful and relevant study of medical
malpractice law, leaving the reader with a good grounding in the
complex legal issues of this subject.

In the 1920s and 1930s, Lloyd Paul Stryker was general counsel of
the Medical Society of the State of New York, one of the nation's
leading medical organizations.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
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