TCR_Public/090826.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, August 26, 2009, Vol. 13, No. 236

                            Headlines

222 SOUTH CALDWELL: Condo Buyers Didn't Have Equitable Liens
AMGA LLC: Case Summary & 3 Largest Unsecured Creditors
AMN HEALTHCARE: 'Ba1' on Bank Debt Not Impacted by Demand Drop
ANTHRACITE CAPITAL: Swaps Debt for Stock With Two Noteholders
APPALACHIAN BANCSHARES: Posts $30.9-Mil. Loss in Second Quarter

APPLIED SOLAR: Quercus Trust, et al., Hold 84.8% Equity Stake
ARCLIN US: Obtains Final Approval of $25 Million Borrowing
ARIZONA RATTLERS: May Seek Bankruptcy Protection
ARK OF SAFETY APOSTOLIC: Case Summary & 9 Largest Unsec. Creditors
ARTISTDIRECT INC: Villard Discloses 21.3% Equity Stake

ASARCO LLC: Judge Schmidt Says Plans "Unfeasible" in Appeals Court
AUTO CAST: Case Summary & 20 Largest Unsecured Creditors
BANKUNITED FINANCIAL: Wants Jan. 19 Extension for Ch. 11 Plan
BANNER BEDDING: Emerges From Chapter 11 Bankruptcy Protection
BARZEL INDUSTRIES: Faces Nasdaq Delisting of Common Stock

BERNARD MADOFF: Cohmad Asks for Dismissal of Picard's $100MM Suit
BF LAS OLAS: May File for Bankruptcy to Stop Foreclosure on Center
BILLY BELCHER: No Early Discharge to Escape U.S. Trustee Fees
BLUEWATER BROADCASTING: Case Summary & 16 Largest Unsec. Creditors
BORDERS GROUP: Net Loss Widens to $45.6MM in Qrtr. Ended August 1

BROADSTRIPE LLC: Settles With NCTC for $4 Million
BROOKSIDE TECHNOLOGY: Posts $1.03MM Net Loss for June 30 Quarter
CALYPTE BIOMEDICAL: Annual Report Warned of Ch. 7 Absent Funding
CENTERLINE INVESTOR: Saks Park Selling Collateral on September 23
CERTIFIED DIABETIC: June 30 Balance Sheet Upside-Down by $11.19MM

CHRYSLER LLC: Daimler Sued for Refusing Pacts Sent to New Chrysler
COEUR D'ALENE: Permit at Kensington Mine Reactivated
CONVERSION SERVICES: Frederick Lester Resigns from Board
CORNERSTONE E & P: Has Until Sept. 9 to File Schedules
CORNERSTONE E & P: U.S. Trustee Names 9 to Creditors' Panel

CORNERSTONE E & P: Taps Haynes and Boone as Bankruptcy Counsel
COYOTES HOCKEY: NHL Submits Own Bid for Phoenix Coyotes Team
COYOTES HOCKEY: Balsillie's Amended Bid Allows Him to Walk Away
CREATIVE LOAFING: Atalaya Beats Eason Family at Auction
DARIN BENNETT: Case Summary & 20 Largest Unsecured Creditors

DELTA MUTUAL: Martin Chilek Steps Down as Chief Financial Officer
DEVELOPERS DIVERSIFIED: Moody's Reviews Ba1 Preferred Stock Rating
DBSD NORTH AMERICA: Sprint, et al., Say Ch. 11 Plan is Flawed
DPP ARCADIA: Case Summary & 20 Largest Unsecured Creditors
DUANE READE: S&P Raises Rating on $225 Mil. Facility to 'B+'

E-Z PEDS PA: Case Summary & 20 Largest Unsecured Creditors
EARL JONES CONSULTING: Trustee Details Owner's Defrauding
EXTENDED STAY: Five Mile Wants Case Remanded to Supreme Court
EXTENDED STAY: Lichtenstein Opposes BofA Bid to Remand Suit
EXTENDED STAY: Line Trust Want Suit Move to Supreme Court

EXTENDED STAY: U.S. Trustee Files Motion to Appoint Examiner
EXTENDED STAY: Wants to Hire PKF Consulting as Appraisers
FELLOWS ENERGY: Has Yet to File Q1 and Q2 2009 Financial Reports
FIRSTFED FINANCIAL: Files Monthly Financial Data as of July 31
FIRSTFED FINANCIAL: Special Stockholders' Meeting on Sept. 30

FOUNTAIN POWERBOAT: Case Summary & 3 Largest Unsecured Creditors
FRESH DEL: S&P Raises Corporate Credit Rating to 'BB'
FOUNTAIN POWERBOAT: Files for Chapter 11 Bankruptcy Protection
GENERAL MOTORS: Advisers Suggest Keeping Opel for Euro Presence
GENOIL INC: Posts C$3 Million Net Loss in 1H of 2009

GROUNDHOG MINES: Files Chapter 11 in Anchorage
ICONIX BRAND: S&P Changes Outlook to Stable, Affirms 'B+' Rating
JEFFERSON COUNTY: State Supreme Court Hands Tax Defeat
INNOVATIVE CARD: Discloses Looming Liquidity Crisis
KEATING CHEVROLET: Section 341(a) Meeting Set for September 9

KIWI ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
LAVATEC INC: Washex Employees Seek Unpaid Wages
LEAR CORP: Chamberlain Continues Patent Infringement Suit
LEAR CORP: Kirkland & Ellis Bills $919,000 for July 7-31 Work
LEAR CORP: Reaches Agreement With Rozmor Land Company

LEAR CORP: Schedules of Assets and Liabilities
LEAR CORP: Statement of Financial Affairs
LEHMAN BROTHERS: U.K. Administrator to Appeal London Court Ruling
LEHMAN RE: Court Adjourns Recognition Hearing to September 15
MAGNACHIP SEMICONDUCTORS: Creditors Group File Competing Plan

MCG CAPITAL: Fitch Affirms Issuer Default Rating at 'BB+'
MERRILL LYNCH: BofA to Release More Info on Settlement With SEC
MIA BELLA PROPERTIES: Case Summary & Largest Unsecured Creditor
MICHAELS STORES: Loan Amendment Won't Affect S&P's 'B-' Rating
MIDWAY GAMES: Completes Sale of San Diego Studio, Foreign Units

MOD HOSPITALITY: Earns $819,301 in Three Months Ended June 30
NATIONAL CONSUMER: S&P Downgrades Counterparty Rating to 'BB-/B'
NEW CENTURY COS: KMJ Corbin Replaces Squar Milner as Auditor
NEW CENTURY COS: To Restate March 2009 Financial Statements
NEXSTAR BROADCASTING: Admits to Being Highly Leveraged

NOVADEL PHARMA: Receives $109,000 From Sale of Shares to Seaside
NOVADEL PHARMA: Receives $150,000 From Velcera on License Deal
OMNOVA INC: S&P Changes Outlook to Stable, Affirms 'B' Rating
ONE LAND LLC: Case Summary & 19 Largest Unsecured Creditors
PEAK FITNESS: Shuts Robinhood Unit; Rival Gym to Accept Members

PENN OCTANE: Hasn't Paid Auditors, Can't File 2nd Quarter Report
PHH CORPORATION: Fitch Keeps 'B' Short-Term Issuer Default Rating
PHILADELPHIA NEWSPAPERS: Back to Mediation for DIP Loan Objections
PROPEX INC: Court Approves Fabrics' Settlement With PBGC
PROPEX INC: Court Confirms Fabrics Estate Liquidation Plan

PTS INC: June 30 Balance Sheet Upside-Down by $328,900
PULTE HOMES: Fitch Affirms Issuer Default Rating at 'BB+'
READER'S DIGEST: Wants October 8 Extension for Schedules
READER'S DIGEST: Court OKs Access to $100-Mil. DIP Loan
READER'S DIGEST: Chapter 11 Filing Cues Moody's 'D' Ratings

RESERVE PRIMARY FUND: Investors May Recover 99 Cents a Share
ROYAL INVEST: June 30 Balance Sheet Upside-Down by $1.25 Million
SADDLE MOUNTAIN: Fitch Affirms 'BB' Rating on $13.1 Mil. Bonds
SAINT ANNE ADOPTION: Collapses After Freeze of Assets
SAN WEST: Posts $152,238 Net Loss in Three Months Ended June 30

SB PARTNERS: Earns $1.8 Million in Three Months Ended June 30
SCO GROUP: Wins Appeal Against Novell; Trustee to be Named
SEA CONTAINERS: Auditor Recommends Final OK for Professional Fees
SEA CONTAINERS: Court Denies Mervyn Dacey's $420,000 Claim
SEA CONTAINERS: Post-Confirmation Report - Ended June 30, 2009

SHIRLEY A JOBE: Proposes Goe & Forsythe as Bankruptcy Counsel
SHIRLEY A JOBE: Wants Schedules Filing Extended Until September 8
SHIRLEY A JOBE: Section 341(a) Meeting Slated for September 8
SINCLAIR BROADCAST: S&P Retains Negative Watch on 'B-' Rating
SIX FLAGS: Terms of Amended Reorganization Plan

SIX FLAGS: Treatment of Claims Under Amended Reorganization Plan
SIX FLAGS: Financial Projections Under Amended Plan
SIX FLAGS: Proposes Amendment to Prepetition Credit Facility
SOUTH FINANCIAL: Fitch Downgrades Issuer Default Rating to 'B+'
SPANSION INC: Asset Purchase Agreement With Powertech

SPECTRUM BRANDS: Amends Credit Pact for Plan Consummation
SPEEDEMISSIONS INC: Registers 40.4 Million Shares for Sale
ST JAMES: U.S. Trustee Sets Meeting of Creditors for September 9
STERLING MINING: SNS Has Admin. Claim for Sunshine Mine Costs
SUBURBAN PROPANE: Moody's Upgrades Corp. Family Rating to 'Ba2'

T.H. PROPERTIES: Wants Plan Filing Deadline Moved to Nov. 27
TAMARON PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
TELKONET INC: Has $7.4 Million 2009 Second Quarter Net Income
TITANIUM GROUP: June 30 Balance Sheet Upside-Down by $600,790
TONY KUKUMO AKINSETE: Case Summary & 20 Largest Unsec. Creditors

TRILOGY DEV'T: Lenders OK Hiring of Consultant to Seek Buyers
TRILOGY INTERNATIONAL: Moody's Cuts Corp. Family Rating to 'B3'
TROPICANA ENT: Fee Auditor Recommends Approval of Applications
TROPICANA ENT: Lender Group Supports Enjoinment of Trademark Suit
TROPICANA ENT: OpCo Debtors Seek 3rd Amendment to Credit Facility

TRUMP ENTERTAINMENT: Fights Noteholders' Proposed Competing Plan
TRUMP ENTERTAINMENT: Investors Cry on Zero Recovery under Plan
US SHIPPING PARTNERS: Delays Filing of June 30 Quarterly Report
VIEW SYSTEMS: June 30 Balance Sheet Upside-Down by $225,969
WARNER CHILCOTT: Moody's Affirms Corporate Family Rating at 'B1'

WESTFALL TOWNSHIP: To Pay $6MM Over 20 Years in Katz Settlement
WILLIAM BLINCOE: Files Amended List of Largest Unsecured Creditors
WILLIAM BLINCOE: Files Schedules of Assets and Liabilities
WILLIAM TURNER III: Case Summary & Largest Unsecured Creditor
WINDSOR CENTURY: Taps Michael W. Carmel as Bankruptcy Counsel

WORLDSPACE INC: Plan Deadline Extended to Oct. 31

* Business Bankruptcies Up by 64%, Says ABI
* FDIC Meets to Ease Rules on Investors' Purchase of Closed Banks
* Existing Homes Sales Up, Median Price Down 15%

* Upcoming Meetings, Conferences and Seminars

                            *********

222 SOUTH CALDWELL: Condo Buyers Didn't Have Equitable Liens
------------------------------------------------------------
WestLaw reports that under North Carolina law, the purchasers of
condominium units did not hold equitable liens against the
residential condominium tower project that the Chapter 7 debtor, a
single-purpose entity, had been formed to construct, develop, and
sell.  Neither the paragraph of the purchase contracts which
offered a comprehensive explanation of the deposit obligation, nor
any other portion of the purchase contracts, expressed or implied
an intention to charge the project with any deposits paid under
those purchase contracts.  Accordingly, the purchase contracts
failed to express the intention necessary to create an equitable
lien.  In addition, because the purchasers' deposit payments did
not create the payment obligations, such payments could not be the
source of any equitable liens. Finally, because a written contract
was the purported basis for the equitable liens, the purchasers'
"relations" or "dealings" with the debtor could not be the basis
for any equitable liens.  In re 222 South Caldwell Street, Ltd.
Partnership, --- B.R. ----, 2009 WL 2475262 (Bankr. W.D.N.C.).

222 South Caldwell Street Limited Partnership is a North Carolina
limited partnership.  C.P. Buckner Steel Erection Inc., Southern
Steel Co., and Gary Williams, collectively owed nearly $2 million,
filed an involuntary Chapter 7 petition (Bankr. W.D.N.C. Case No.
08-31710) against 222 South Caldwell on Aug. 14, 2008, and the
Court entered an uncontested order for relief on Oct. 6, 2008,
displacing a state court receiver.  Langdon M. Cooper serves as
the Chapter 7 Trustee.


AMGA LLC: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------
Debtor: AMGA LLC
        11075 Blasius Road
        Jacksonville, FL 32226

Bankruptcy Case No.: 09-07064

Chapter 11 Petition Date: August 24, 2009

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

Debtor's Counsel: Gust G. Sarris, Esq.
                  Affinity Law Firm, P.L.
                  3947 Boulevard Center Drive, #101
                  Jacksonville, FL 32207
                  Tel: (904) 398-9510
                  Fax: (904) 398-9512
                  Email: gsarris@affinitylawfirm.com

Total Assets: $1,591,528

Total Debts: $1,288,540

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

            http://bankrupt.com/misc/flmb09-07064.pdf

The petition was signed by Gary D. Ayers, partner/owner of the
Company.


AMN HEALTHCARE: 'Ba1' on Bank Debt Not Impacted by Demand Drop
--------------------------------------------------------------
Moody's Investors Service said the ratings of AMN Healthcare
Services, Inc., are currently not impacted by the steep decline in
demand for its services, due to a material reduction in debt and
solid liquidity.

The last rating action for AMN occurred on May 15, 2008, when
Moody's upgraded the senior secured credit facility rating to Ba1
from Ba2.

AMN Healthcare Services, Inc., is the largest healthcare staffing
company in the United States, operating in three segments: travel
nurse and allied staffing, locum tenens staffing (temporary
physician staffing), and physician permanent placement services.
AMN generated revenues of approximately $1.1 billion in the twelve
months ended June 30, 2009.


ANTHRACITE CAPITAL: Swaps Debt for Stock With Two Noteholders
-------------------------------------------------------------
Anthracite Capital, Inc., reports that on August 17, 2009, it
issued 5,000,000 shares of its common stock, par value $0.001 per
share, in exchange for $15,000,000 aggregate principal amount of
its 11.75% Convertible Senior Notes due 2027 with a holder of the
notes pursuant to an exchange agreement entered into on August 14
with that holder.

On August 13, the Company agreed to issue 915,000 shares of its
common stock in exchange for $3,000,000 aggregate principal amount
of its 11.75% Convertible Senior Notes due 2027 with another
holder of the notes pursuant to an exchange agreement with the
holder.  The exchange was expected to settle on August 18.

In each of the transactions, the shares of the Company's common
stock were or are expected to be issued in reliance upon the
exemption set forth in Section 3(a)(9) of the Securities Act of
1933 for securities exchanged by the issuer and an existing
security holder where no commission or other remuneration is paid
or given directly or indirectly by the issuer for soliciting such
exchange.

                     About Anthracite Capital

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

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

                      Going Concern Doubt

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


APPALACHIAN BANCSHARES: Posts $30.9-Mil. Loss in Second Quarter
---------------------------------------------------------------
Appalachian Bancshares, Inc., posted a net loss of $30.9 million
for three months ended June 30, 2009, compared with a net income
of $701,000 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $32.6 million compared with a net income of $1.8 million for
the same period in 2008.

At June 30, 2009, the Company had total assets of $1.20 billion,
which was a slight decrease over its total assets at Dec. 31,
2008. Cash and cash equivalents increased $51.3 million, or 35.0%
from Dec. 31, 2008, to $198.2 million at June 30, 2009.
Securities available-for-sale decreased $23.3 million, or 29.4%,
from $79.3 million at Dec. 31, 2008, to $56.0 million at June 30,
2009. The Company's total loans decreased $28.5 million, or 3.2%,
from Dec. 31, 2008, to $856.9 million at June 30, 2009.  Net
premises and equipment increased $635,000, or 1.6%, since Dec. 31,
2008, to $40.3 million at June 30, 2009.  Foreclosed assets
increased $12.7, million or 95.5%, since Dec. 31, 2008, to
$26.0 million at June 30, 2009.

The Company's liabilities at June 30, 2009, totaled $1.1 billion,
which was a slight increase over its total liabilities at Dec. 31,
2008.  Total deposits increased $31.9 million over the Dec. 31,
2008, balance to $1.1 billion.  Federal Home Loan Bank advances
remained at $72.0 million since Dec. 31, 2008.  Short-term
borrowings decreased $272,000 or 2.6% since Dec. 31, 2008.

Shareholders' equity at June 30, 2009. totaled $39.2 million,
which was a 45.9% decrease over the Dec. 31, 2008, balance of
$72.4 million.

The Company's management said that there is substantial doubt
about its ability to continue as a going concern as a result of
recurring losses, well as uncertainties associated with its
subsidiary, Appalachian Community Bank's ability to increase its
capital levels to meet regulatory requirements.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?42f6

Appalachian Bancshares, Inc. (NASDAQ:APAB) is the holding company
for Appalachian Community Bank.  The Company provides a range of
retail and commercial banking products and services to individuals
and small- to medium- sized businesses through its community
banking relationship model.  The products and services include the
receipt of demand and time deposit accounts, the extension of
personal and commercial loans, and the furnishing of personal and
commercial checking accounts.  It also serves as the holding
company for Appalachian Community Bank, F.S.B, and Appalachian
Real Estate Holdings, Inc.


APPLIED SOLAR: Quercus Trust, et al., Hold 84.8% Equity Stake
-------------------------------------------------------------
The Quercus Trust, David Gelbaum and Monica Chavez Gelbaum as of
August 14, 2009, beneficially own 753,322,321 shares of Applied
Solar, Inc.'s Common Stock representing 84.8% of the issued and
outstanding securities of Applied Solar calculated in accordance
with Rule 13D-3 of the Securities Exchange Commission.

On July 28, 2009, Quercus APSO, LLC, an affiliate of Quercus, and
Applied Solar entered into an Asset Purchase Agreement, pursuant
to which Quercus APSO agreed to acquire substantially all of the
assets of Applied Solar and Solar Communities I, LLC, a wholly
owned subsidiary of Applied Solar.  The purchase consideration
offered by Quercus APSO under the APA includes, without
limitation, the assumption or waiver of certain indebtedness owed
by Applied Solar to Quercus, et al., the assumption of certain of
Applied Solar's obligations to third parties and cash.   The APA
is subject to approval of the United States Bankruptcy Court for
the District of Delaware and certain other contingencies and
conditions, including, without limitation, overbid by third
parties.

In addition, Quercus, et al., and Applied Solar have entered into
a Debtor-In-Possession Credit and Security Agreement on July 28,
2009, pursuant to which Quercus, et al., provided to Applied Solar
funding of up to $1,465,000 in working capital, on a secured,
superpriority basis, funded in bi-weekly increments.  The loans
made pursuant to DIP Agreement bear interest at the rate of 10%
per annum, and matures on the 85th day immediately following
July 24, 2009.  The DIP Agreement contains covenants and
restrictions on the incurrence of liens, the incurrence of
indebtedness and other customary covenants.  The BK Court has
approved the DIP financing on an interim basis, subject to final
approval in the coming weeks.

As a result of the DIP Agreement, the APA and transactions
contemplated, Quercus, et al., may potentially acquire all or
substantially all of the assets of Applied Solar and Solar
Communities I, LLC through the Chapter 11 sale process.

Moreover, Quercus, et al., expressly retain their rights to
further modify their plans with respect to the transactions
described, to vote, acquire or dispose of securities of Applied
Solar and to formulate different plans and proposals which could
result in the occurrence of any other actions, subject to
applicable laws and regulations.


ARCLIN US: Obtains Final Approval of $25 Million Borrowing
----------------------------------------------------------
Arclin US Holdings Inc. received final approval of $25 million in
secured financing, Bill Rochelle at Bloomberg News reported.

The DIP financing of up to $25 million is provided by certain of
the Debtors' prepetition first lien lenders.  The Debtors have an
immediate need to obtain the DIP Facility to permit operation of
their businesses.

Arclin Canada, a CCAA Debtor, and Arclin US are borrowers, and the
remaining Debtors and CCAA Debtors are guarantors under a certain
credit loan agreement dated as of July 10, 2007, with UBS
Securities LLC, as lead arranger and syndication agent, UBS Loan
Finance LLC, as US swingline lender, UBS AG Canada Branch, as
Canadian swingline lender, the Canadian issuing bank from time to
time party thereto, and UBS AG, Stamford Branch, as US issuing
bank, administrative agent for the first lien lenders and as
collateral agent.  As of Arclin's petition date, the Debtors owe
$204,132,994 to the first lien lenders.  The Debtors granted the
first lien lenders first priority and continuing pledges, liens
and security interest in substantially all of the Debtors'
property and assets to secure the first lien indebtedness.

The Debtors related that they owe $30,000,000 to the second lien
lenders.  The Debtors granted the second lien lenders first
priority and continuing pledges, liens and security interest to
secure the first lien indebtedness.

                Salient Terms of the DIP Financing

Borrowers:               Arclin US Holding and Arclin Canada Ltd.

Guarantors:              The guarantors under the first liean
                         credit facility

Administrative Agent:    UBS

DIP Arrangers:           Black Diamond Commercial Finance, L.L.C.
                         and UBSS

Collateral Agent:        UBS

Syndication Agent:       UBSS

DIP Lenders:             Some or all of the lenders under the
                         first lien credit facility

Type and Amount of DIP
Facility:                $25 million senior secured, superpriority
                         revolving credit facility; $15 million
                         available upon entry of the interim order
                         and an interim order in the Canadian
                         Court authorizing and approving the DIP
                         facility.

Use of Proceeds:         The proceeds of the DIP loans will be
                         subject to and used in a manner
                         consistent with the budget to (i) fund
                         postpetition operating expenses; (ii) pay
                         certain administrative expenses; (iii)
                         pay court approved critical vendors; and
                         (iv) make other court approved payments.

Interest Rate:           Alternate Base rate plus 7.0%; adjusted
                         LIBOR rate plus 6.0% and default rates
                         increase by 2.0%

Maturity and Extension:  December 1, 2009, which may be extended
                         by up to two distinct three-month periods
                         with the approval of the administrative
                         agent, the DIP arrangers, and the
                         required lenders.

Fees:                    Initial Fee: 2.0% of the DIP Commitment
                         Reduction Fee: 2.0% of the amount of any
                         permanent reduction of the DIP commitment
                         Exit Fee: 2.0% of the amount of the DIP
                         Commitment as of the maturity date
                         Commitment Fee: 1.5% per annum will
                         accrue on the unused amounts of the DIP
                         commitment

Events of Default:       Usual and customary

                  About Arclin US Holdings, Inc.

Arclin's U.S. companies -- Arclin US Holdnigs, Inc.; Marmorandum
LLC; Arclin Chemicals Holding Inc.; Arclin Industries U.S.A., Inc;
Arclin Fort Smith Inc., Arclin U.S.A. Inc.; and Arclin Surfaces
Inc. -- filed voluntary petitions for Chapter 11 on July 27, 2009
(Bankr. D. Del. Lead Case No. 09-12628).  Frederick Brian Rosner,
Esq., at Messana Rosner & Stern, LLP, serves as counsel for the
Debtors. Dechert LLP is co-counsel while Alvarez & Marsal
securities LLC is the investment banker.  Kurtzman Carson
Consultants LLC serves as claims and noticing agent.  The petition
says that Arclin US's assets and debts are between $100,000,001
and $500,000,000.

Arclin's Canadian companies also made a filing with the Ontario
Superior Court of Justice and have obtained an Initial Order
authorizing Arclin to reorganize under the Companies' Creditors
Arrangement Act.  Ernst & Young serves as CCAA monitor.

Arclin's subsidiaries in Mexico are not included in the filings.
The Mexican affiliates -- Arclin Mexican Holdings S.A. de C.V.,
Arclin Mexico S.A. de C.V., and Arclin Operadora S.A. de C.V. --
are not subject to any insolvency proceedings.


ARIZONA RATTLERS: May Seek Bankruptcy Protection
------------------------------------------------
Gary Harper posted at 3 On Your Side that Arizona Rattlers might
be heading to the bankruptcy court.

According to 3 On Your Side, the Rattlers and the Arena Football
League suspended their season this year.

3 On Your Side quoted Phoenix bankruptcy attorney Dale Schian as
saying, "If the company is to be liquidated, then it would come
from whatever the assets are to be liquidated and distribute to
creditors . . . . It is possible that the U.S. Trustee's Office
will file for a committee for season ticket holders who will then
represent all ticket holders and will try to get them repaid their
monies."

The Arizona Rattlers were an Arena Football League team, based in
Phoenix, Arizona, that began play as a 1992 expansion team.  They
were most recently coached by Kevin Guy before the league folded
in 2009.

As reported by the TCR on August 14, 2009, Arena Football League
LLC was sent to Chapter 7 liquidation on August 7 by creditors
owed a total of $300,000.  The involuntary petition was signed by
Gridiron Enterprises Inc., Johnson & Bell Ltd., and Sheraton New
Orleans Hotel.  Gridiron is the largest of the three creditors,
with $272,000 owed to it.  Attorney Richard Lauter of Freeborn &
Peters LLP in Chicago is representing the petitioners.  The case
is In re Arena Football League LLC, 09-29024, U.S. Bankruptcy
Court, Northern District of Illinois (Chicago).

The Arena Football League was founded in 1987 as an American
football indoor league by Jim Foster.  It is played indoors on a
smaller field than American football, resulting in a faster and
higher-scoring game.  Almost two months after the New Orleans
Voodoo folded on the league's owners chose to cancel the 2009
season to work on developing a long-term plan to improve its
economic model.


ARK OF SAFETY APOSTOLIC: Case Summary & 9 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Ark of Safety Apostolic Faith Temple, Inc.
        5241-49 W 23rd Street
        Cicero, IL 60804

Bankruptcy Case No.: 09-31025

Chapter 11 Petition Date: August 24, 2009

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

Debtor's Counsel: Forrest L. Ingram, Esq.
                  79 W Monroe Street, Suite 900
                  Chicago, IL 60603
                  Tel: (312) 759-2838
                  Fax: (312) 759-0298
                  Email: fingram@fingramlaw.com

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

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

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

            http://bankrupt.com/misc/ilnb09-31025.pdf

The petition was signed by Bishop Herman H. Jackson, president of
the Company.


ARTISTDIRECT INC: Villard Discloses 21.3% Equity Stake
------------------------------------------------------
Dimitri Villard discloses owning 8,876,627 shares of ARTISTdirect,
Inc. Common Stock, options to purchase 85,000 shares of Common
Stock, exercisable at $1.95 per share, options to purchase 20,000
shares of Common Stock, exercisable at $2.00 per share, options to
purchase up to 22,888 shares of Common Stock, exercisable at $3.35
per share and options to purchase up to 3,920,000 shares of Common
Stock, exercisable at $0.03 per share (options vest monthly over a
36 month period commencing February 1,2009), equal to 21.3% of
ARTISTdirect's Common Stock.

The percentage is calculated based on the assumption that
ARTISTdirect had 56,620,046 shares outstanding (based on the
56,077,158 shares reported by ARTISTdirect as outstanding as of
May 15, 2009, on its Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2009).  Mr. Villard has the sole
right to vote and the right to dispose of the securities held by
his trust.

Pursuant to a Stock Purchase Agreement dated as of August 7, 2009,
Mr. Villard -- through the Dimitri Villard Revocable Living Trust
Dated 6/4/92 -- purchased from ARTISTdirect 500,000 shares of the
Common Stock for a purchase price of $5,000.

               ARTISTdirect Suspends SEC Disclosures

On August 5, ARTISTdirect filed a Form 15 with the United States
Securities and Exchange Commission to suspend the Company's SEC
reporting obligations.   Upon the filing of the Form 15, the
Company's obligation to file periodic and current reports with the
SEC, including Forms 10-K, 10-Q and 8-K, will be immediately
suspended.  The Company expects the registration of its common
stock will be terminated 90 days after such filing.  Upon
termination of the registration of the Company's common stock, the
Company's securities will not be eligible for trading on any
national exchange or the OTC Bulletin Board; however, the
Company's securities may be eligible for quotation on the Pink
Sheets by broker dealers.

The Company's Board of Directors approved the filing of the Form
15 after careful consideration of the advantages and disadvantages
of continuing the Company's SEC reporting obligations.  Suspending
the SEC reporting obligations will allow the Company to eliminate
the substantial expenses associated with SEC reporting and
compliance and reallocate those resources to support business
operations, while also enabling management to focus more of its
time and efforts on managing and developing the business and
enhancing shareholder value.

             ARTISTdirect Cancels Shares Registration

On August 3, ARTISTdirect filed separate Form S-8 POS to terminate
the effectiveness of several Registration Statements and to
deregister any of the securities registered under the Registration
Statement remaining unsold:

     -- Registration Statement on Form S-8 (File No. 333-53208)
        pertaining to the registration of an aggregate of 20,907
        shares of ADI's common stock issuable under the Audio
        Explosion, Inc. 1998 Stock Option Plan (as to 2,195
        shares) and the Mjuice.com, Inc. 1999 Stock Option Plan
        (as to 18,712 shares).

     -- Registration Statement on Form S-8 (File No. 333-63572)
        pertaining to the registration of an aggregate of
        1,133,883 shares of ADI's common stock issuable under the
        1999 Employee Stock Option Plan and 1999 Employee Stock
        Purchase Plan (as to 377,961 shares).

     -- Registration Statement on Form S-8 (File No. 333-68396)
        pertaining to the registration of 444,480 shares of ADI's
        common stock issuable under Non-Plan Employee Stock
        Options.

     -- Registration Statement on Form S-8 (File No. 333-122027)
        pertaining to the registration of 899,659 shares of ADI's
        common stock issuable under Non-Plan Employee Stock
        Options Agreements and the Consultant Stock Plan.

     -- Registration Statement on Form S-8 (File No. 333-143905)
        pertaining to the registration of 1,500,000 shares under
        the 2006 Equity Incentive Plan.

     -- Registration Statement on Form S-8 (File No. 333-143904)
        pertaining to the registration of 3,395,098 shares of
        ADI's common stock issuable under Non-Plan Stock Option
        Agreements.

                        About ARTISTdirect

ARTISTdirect, Inc. (OTC BB ARTD) is a publicly held holding
company with two operating subsidiaries: ARTISTdirect Internet
Group, Inc., which operates one of the largest destination sites
on the Internet for music and motion picture news, information and
streaming music.  ADIG also operates an ad network that is
currently ranked 5th in comScore's ranking of music sites.  Peer
Media Technologies, Inc., incorporating the company's
MediaDefender and MediaSentry units, provides intellectual
property protection and business information services to major
motion picture studios, record labels, television networks, gaming
companies and software publishers, and Internet marketing services
to advertising agencies and other clients.

As of March 31, 2009, ARTISTdirect had $4,196,000 in total assets;
and total current liabilities of $4,076,000 and total long-term
liabilities of $1,450,000; resulting in stockholders' deficiency
of $1,330,000.

                       Going Concern Doubt

Gumbiner Savett Inc., in its audit report on the Company's 2008
Annual Report, raised substantial doubt about the Company's
ability to continue as a going concern.  Gumbiner Savett said the
Company has experienced declining revenues, negative working
capital, a net loss, and uncertainty relating to its ability to
improve its operating results under current economic conditions.


ASARCO LLC: Judge Schmidt Says Plans "Unfeasible" in Appeals Court
------------------------------------------------------------------
According to Steven Church at Bloomberg, U.S. Bankruptcy Judge
Richard Schmidt said that Asarco LLC's reorganization may fail
should ASARCO LLC and Grupo Mexico, which have submitted competing
plans, carry their battle to a U.S. appeals court.  Both of the
competing plans would be "unfeasible" should the loser persuade an
appeals court to delay Asarco's proposed exit from bankruptcy,
Judge Schmidt said.

As reported by the Troubled Company Reporter, Sterlite Industries
(India) Ltd., on August 19 raised its bid for ASARCO LLC, by
pledging to pay all of the Company's unsecured debts in full, thus
matching an offer from Grupo Mexico SAB.  Under the plan backed by
ASARCO LLC, Sterlite would guarantee to pay unsecured debts of
Asarco LLC that are ultimately considered legitimate by Judge
Schmidt.

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

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

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

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

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

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

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

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

Judge Schmidt will make a final decision on August 31.

                        About ASARCO LLC

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

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

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

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

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

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

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

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


AUTO CAST: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Auto Cast, Inc.
        4565 Spartan Industrial Dr. SW
        Grandville, MI 49418

Bankruptcy Case No.: 09-09958

Chapter 11 Petition Date: August 24, 2009

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: A. Todd Almassian, Esq.
                  Keller Vincent & Almassian PLC
                  2810 East Beltline Ln, NE
                  Grand Rapids, MI 49525
                  Tel: (616) 364-2100
                  Email: kvalaw@sbcglobal.net

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

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

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

            http://bankrupt.com/misc/miwb09-09958.pdf

The petition was signed by Carl Homrich, CEO of the Company.


BANKUNITED FINANCIAL: Wants Jan. 19 Extension for Ch. 11 Plan
-------------------------------------------------------------
BankUnited Financial Corp. has filed its first request for an
extension of its exclusive plan period, seeking a January 19
extension of its deadline to file a Chapter 11 plan.  The Court
will convene a hearing to consider the proposal on Sept. 9.

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

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


BANNER BEDDING: Emerges From Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Advertiser Talk reports that Banner Bedding Inc., with Weintraub &
Selth, APC, as its general bankruptcy counsel, was able to
completely restructure its balance sheet, shedding the Company of
burdensome and unprofitable stores, restructuring its quality
leases and eliminating millions of dollars of debt less than a
year from filing for Chapter 11 bankruptcy protection.

Advertiser Talk relates that under the Plan proposed by Weintraub
& Selth, creditors would be paid 3% of approved claims over a
three-year period, with the possibility of an additional 1% if
Banner Bedding "makes all of its numbers".  Advertiser Talk says
that the creditors accepted the Plan.

Riverside, California-based Banner Bedding Inc., dba Banner
Mattress, is a mattress company founded by the Scorzeill family.
It started doing business in 1926 in Ohio.  In 1964, the Company
moved to California and has been managed by three generations of
the Scorzeill family to date.  The Company, which originally
manufactured mattresses for the wholesale market, grew to
encompass 37 retail stores to compliment its factory and
production facility.  The general economic downturn following
Banner Bedding's rapid expansion created a need to revisit the
Company's operational methodology.

Banner Bedding filed for Chapter 11 bankruptcy protection on
June 9, 2008 (Bankr. C.D. Calif. Case No. 08-16828).  Daniel J.
Weintraub, at Weintraub & Selth APC, assisted the Company in its
restructuring efforts.  The Company listed $1 million to
$10 million in assets and $1 million to $10 million in debts.


BARZEL INDUSTRIES: Faces Nasdaq Delisting of Common Stock
---------------------------------------------------------
Barzel Industries Inc. received a Deficiency Letter from the Staff
of The Nasdaq Stock Market, Inc., stating that the Company was not
in compliance with Nasdaq Rule 5550(b)(1) for continued listing of
its common stock and warrants on The Nasdaq Capital Market.  The
Staff requested that, by August 6, 2009, the Company submit a plan
to regain compliance with the Rule. The Company thereafter
informed the Staff that it did not intend to submit such a plan.

Nasdaq Listing Rule 5550(b) requires companies whose securities
are listed on the Nasdaq Capital Market to maintain a minimum of
$2,500,000 in stockholders' equity or to have had a minimum of
$500,000 of net income for the most recently completed fiscal year
(or 2 of the last 3 years) or to have a minimum of $35,000,000 of
market value of listed securities.  The Company has not been in
compliance with the second and third minimum requirements and, at
the end of the second fiscal quarter, the Company's stockholder
equity, as reported in its Quarterly Report on Form 10-Q for that
quarter filed on July 20, 2009, decreased to less than $2,500,000.
Accordingly, the Company no longer meets any of the three
alternative minimum requirements under such Rule for continued
listing.

On August 11, 2009, the Company received a determination letter
from the Staff notifying the Company that the Staff has determined
that the Company did not provide a definitive plan evidencing its
ability to achieve near term compliance with the continued listing
requirements or sustain such compliance over an extended period of
time.  Accordingly, unless the Company requests an appeal of the
determination, trading of the Company's common stock and warrants
on The Nasdaq Capital Market will be suspended by Nasdaq at the
opening of business on August 20, 2009 and a Form 25-NSE will be
filed by Nasdaq with the Securities and Exchange Commission which
will remove the Company's securities from listing and registration
on The Nasdaq Capital Market.

The Company has not issued any update on the matter.

Upon delisting from The Nasdaq Capital Market, the Company's
common stock and warrants may become eligible for quotation on the
Over-the-Counter Bulletin Board or the Pink Sheets.  Eligibility
requires action by a registered broker-dealer and cannot be
accomplished by the Company.  The Company does not expect to
devote significant resources to securing eligibility.  Securities
quoted on the OTCBB or the Pink Sheets are not considered to be
traded on a national stock exchange.

The Company has obtained a deferral to October 13, 2009 of payment
of interest on its 11.5% Senior Secured Notes due 2015 in the
aggregate principal amount of $315 million.  Under the deferral
agreement, the Company agreed to use its best efforts to
consummate a debt or equity recapitalization or restructuring, a
debt refinancing, a capital raising transaction, or a sale of its
equity securities or its assets.   The Company has retained an
independent third party investment banker to assist in connection
therewith.   The Company has determined that it is in the best
interests of the corporation to devote its full management
resources to completing such a transaction.

                      About Barzel Industries

Headquartered in Norwood, Massachusetts, with an operational hub
in Mississauga, Ontario, Barzel Industries Inc. (NASDAQ: TPUT,
TPUTW) operates a network of 15 manufacturing, processing and
distribution facilities in the United States and Canada.  The
Company offers a wide range of metal solutions to a variety of
industries, from construction and industrial manufacturing to
transportation, infrastructure development and mining.


BERNARD MADOFF: Cohmad Asks for Dismissal of Picard's $100MM Suit
-----------------------------------------------------------------
Erik Larson and Linda Sandler at Bloomberg News report that Cohmad
Securities Corp., the stock brokerage co-founded by Bernard
Madoff, asked the U.S. Bankruptcy Court for the Southern District
of New York to dismiss part of a $100 million lawsuit accusing it
of feeding investor money to Madoff and earning hundreds of
millions of dollars in fees.   "The complaint's conclusory
allegations that the Cohmad defendants knew of, or were complicit,
in BLMIS's fraudulent scheme fall far short of meeting" the law's
standards of pleading and alleges liability on the theory of
"guilt by association," according to the filing.

Irving H. Picard, the trustee for the liquidation of Bernard L.
Madoff Investment Securities LLC, in June filed a complaint in
Bankruptcy Court against Cohmad and a number of its principals,
including Maurice "Sonny" Cohn, Marcia Cohn and Robert Jaffe, as
well as other related defendants.  The complaint seeks to avoid
decades' worth of transactions through which BLMIS paid well over
$100 million to Cohmad, Sonny Cohn and other Cohmad related
individuals in exchange for Sonny Cohn, Marcia Cohn, Robert Jaffe
and other Cohmad employees introducing victims to BLMIS and
knowingly helping Madoff create, fund and maintain his massive
Ponzi scheme.  "Although Madoff stated he was operating alone, our
investigation has yielded significant evidence that, in fact, a
variety of other people helped Madoff prey on innocent victims,"
explained David Sheehan, counsel for the Trustee and a partner at
Baker & Hostetler, the court appointed counsel for Mr. Picard.

The SEC in June 2009 also charged Cohmad as well as its chairman
Maurice J. Cohn, chief operating officer Marcia B. Cohn, and
registered representative Robert M. Jaffe for actively marketing
investment opportunities with Mr. Madoff while knowingly or
recklessly disregarding facts indicating that Mr. Madoff was
operating a fraud.  The SEC's complaint against the Cohmad
defendants alleges that while bringing investors to Mr. Madoff,
they ignored and even participated in many suspicious practices
that clearly indicated Mr. Madoff was engaged in fraud.  For
example, the SEC's complaint alleges that the Cohns and Cohmad
filed false Forms BD and FOCUS reports that concealed Cohmad's
primary business of bringing in investors for BMIS.  This referral
business comprised as much as 90% of Cohmad's revenue in some
years, brought in more than 800 accounts, and billions of dollars
into BMIS' advisory business, for which BMIS paid them more than
$100 million.

                      About Bernard L. Madoff

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

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

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

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

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


BF LAS OLAS: May File for Bankruptcy to Stop Foreclosure on Center
------------------------------------------------------------------
BF Las Olas may file for bankruptcy to stop foreclosure on its Las
Olas Centre, the two-building property in Downtown Fort
Lauderdale, Daily Business Review reports, citing Craig Rasile, a
partner in the Miami office of Hunton & Williams who represents
Wachovia Bank.

Daily Business Review relates that Wachovia Bank and an affiliate
filed a foreclosure suit against the property, claiming BF Las
Olas has defaulted on two loans totaling $219.4 million.

"[The bank] was willing to do a deal with the borrowers to avoid
litigation, but we just couldn't reach an agreement.  Now the
value of the building is going down, way down, below the amount of
the debt so the bank got frustrated," Daily Business Review quoted
Mr. Rasile as saying.

BF Las Olas and related companies paid in July 2007 about
$230.9 million for the property, setting a record for the most
expensive office deal based on price per square foot.  Citing the
Broward County property appraiser, Daily Business Review says that
the taxable value of the Las Olas Centre buildings is
$154 million.

According to Daily Business Review, Stephen B. Meister -- who
represents BentleyForbes, BF Las Olas' parent company -- said that
Wachovia "urged BentleyForbes to acquire the Las Olas Centre with
temporary financing . . . which all parties knew was to be repaid
out of the IPO proceeds" from a planned stock offering by the
property owner.

Court documents say that Wachovia provided financing for almost
95% of the deal with a senior loan and a mezzanine loan.  Daily
Business Review states that the loans came due in January 2008 and
that Wachovia extended the maturity date several times, until the
final deadline was April 2009.

Mr. Meister said in a statement, "When the IPO market fell apart,
Wachovia failed to move forward with IPO; yet Wachovia now seeks
to strip BentleyForbes of their equity and hard work.
BentleyForbes intends to defend Wachovia's unwarranted suit in the
most aggressive way, and further to hold Wachovia responsible for
the vast damages their predatory conduct is causing
BentleyForbes."

BF Las Olas, according to court documents, paid interest on the
loans until June 2009.  BF Las Olas owes $170 million on the
senior mortgage -- including $166 million in principal and
$3.1 million in accrued interest -- and $49.4 million in the
mezzanine loan, including $48.49 million in principal and $618,993
in accrued interest, Daily Business Review relates, citing
Wachovia.

"We are expecting that the owners might file bankruptcy to stop
the foreclosure," Daily Business Review quoted Mr. Rasile as
saying.

BF Las Olas is a subsidiary of BentleyForbes, a Los Angeles-based
commercial real estate investment company.


BILLY BELCHER: No Early Discharge to Escape U.S. Trustee Fees
-------------------------------------------------------------
WestLaw reports that 11 U.S.C. Sec. 1141(d)(5)(B) -- the
Bankruptcy Code provision authorizing the court, at any time after
confirmation of a Chapter 11 plan and after notice and hearing, to
grant the debtor a discharge prior to completion of all plan
payments if unsecured creditors have been paid at least as much as
they would receive in a hypothetical Chapter 7 liquidation, and if
modification of the plan is impracticable -- contemplates a
situation in which an individual debtor seeks entry of an order of
discharge, even though, due to some particular cause or set of
circumstances, the debtor is unable to fulfill all of his payment
obligations under the confirmed plan or demonstrates some other
cause why he should be excused from doing so, where modification
of the debtor's payment obligations is impracticable.  The
provision was not intended simply to provide additional discretion
to bankruptcy courts to grant an early discharge once creditors
have received at least as much as they would have received in a
Chapter 7 liquidation case.   The Honorable William F. Stone, Jr.,
held that the debtors' desire to be relieved of any continuing
obligation for payment of quarterly fees to the United States
Trustee did not constitute "cause" for granting the debtors an
early discharge.  In re Belcher, --- B.R. ----, 2009 WL 2515788
(Bankr. W.D. Va.).

Billy E. Belcher, Jr., and Jane I. Belcher filed a voluntary
Chapter 7 petition (Bankr. W.D. Va. Case No. 06-71448) on
November 30, 2006.  The chapter 7 trustee filed a No Asset Report
on February 8, 2007, signaling that under a Chapter 7 liquidation,
no funds would have been available for distribution to the
unsecured creditors.  On August 31, 2007, the Debtors filed a
Motion to Convert Case, seeking to convert their case from one
under Chapter 7 to one under Chapter 11.  The Court granted this
Motion to Convert by Order entered September 25, 2007.  After
conversion, the Debtors managed their properties as debtors-in-
possession under 11 U.S.C. Secs. 1107 and 1108.  The Debtors filed
a Disclosure Statement and Chapter 11 Plan of Reorganization on
January 31, 2008.  The Disclosure Statement was conditionally
approved by Order entered February 1, 2008.  An Amended Plan,
containing only non-material modifications, was subsequently filed
on March 5, 2008.  The Debtors' Plan was then confirmed by Order
entered March 11, 2008.


BLUEWATER BROADCASTING: Case Summary & 16 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Bluewater Broadcasting Company, L.L.C.
        4101 Wall Street
        Montgomery, AL 36106

Bankruptcy Case No.: 09-32291

Chapter 11 Petition Date: August 24, 2009

Court: United States Bankruptcy Court
       Middle District of Alabama (Montgomery)

Debtor's Counsel: James L. Day, Esq.
                  Memory & Day
                  P.O. Box 4054
                  Montgomery, AL 36103-4054
                  Tel: (334) 834-8000
                  Fax: (334) 834-8001
                  Email: jlday@memorylegal.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/almb09-32291.pdf

The petition was signed by Richard Peters, managing partner of the
Company.


BORDERS GROUP: Net Loss Widens to $45.6MM in Qrtr. Ended August 1
-----------------------------------------------------------------
Borders Group, Inc., reported reported results for the fiscal
second quarter of 2009, ended August 1, 2009.

For the quarter ended August 1, 2009, Borders reported a
$45.6 million net loss (GAAP basis), compared to $9.2 million
(GAAP basis) in the quarter ended August 2, 2008.

Adjusted EBITDA was $6.9 million compared to $14.9 million in the
prior year quarter.  On a year-to-date basis, adjusted EBITDA was
$9.9 million compared to $0.6 million in 2008.

SG&A expenses, on an operating basis, were reduced by
$35.8 million.

Inventory was reduced by $201.3 million, including a reduction in
multimedia inventory of $57.3 million.

Debt, net of cash, at the end of the second quarter was
$242.5 million, a reduction from the prior year of $179.3 million,
or 42.5%.  Debt, net of cash, compared to year-end levels was
reduced by $40.1 million, or 14.2%.

Total consolidated sales were $616.8 million, down $132.4 million,
or 17.7%.

Comparable store sales declined by 17.9% and 10.8% at Borders
superstores and Waldenbooks Specialty Retail stores, respectively.
Excluding multimedia, comparable store sales at Borders declined
by 13.0%.

On an operating basis, the company generated a loss from
continuing operations of $12.7 million or $0.21 per share compared
to a loss of $10.5 million or $0.18 per share a year ago.  On a
GAAP basis, the loss from continuing operations was $45.6 million
or $0.76 per share compared to a loss of $11.3 million or $0.19
per share a year ago.  The $0.76 per share loss includes $0.55 per
share of non-operating charges that were primarily non-cash.

"The second quarter was a transitional one as we made significant
space and inventory reductions to strategically position declining
categories for profitability while further developing businesses
that have potential," said Borders Group Chief Executive Officer
Ron Marshall.  "While this transition impacted sales in the short
run, our stores are now better positioned to drive improved sales
in the back half of the year.  Further, we are pleased that even
with the level of transformation we undertook in the second
quarter, our financial disciplines remained intact and we
continued to strengthen our balance sheet by cutting debt,
generating positive cash flow, reducing inventory and tightly
managing working capital.  The big changes for the year are behind
us now and the challenge is to deliver on the opportunity we have
created to drive sales."

Second quarter consolidated sales were $616.8 million, down 17.7%
from a year ago.  On an operating basis, Borders Group generated a
second quarter loss of $12.7 million or $0.21 per share compared
to a loss of $10.5 million or $0.18 per share for the same period
last year.  On a GAAP basis, the second quarter loss was
$45.6 million or $0.76 per share compared to a GAAP loss of
$11.3 million or $0.19 per share a year ago.  The second quarter
GAAP loss includes non-operating, after-tax charges-primarily non-
cash-totaling $32.9 million.

Excluding non-operating charges, SG&A as a percent of sales
improved over last year by 0.2% from 26.0% to 25.8% due to the
company's aggressive expense reduction initiatives, which were
partially offset by de-leveraging due to negative sales trends.
Expense reduction initiatives helped reduce SG&A dollar expenses
by $35.8 million compared to the prior year.  On a GAAP basis,
SG&A as a percent of sales was flat with last year at 27.4%.
Operating cash flow in the second quarter was $40.6 million
compared to $71.1 million one year ago when the company first
initiated a significant inventory reduction program.  Second
quarter capital expenditures were $2.0 million compared to
$27.1 million in 2008 as the company continued to manage capital
prudently.  Debt, net of cash, at the end of the second quarter
totaled $242.5 million compared to debt, net of cash, at the end
of the second quarter a year ago of $421.8 million, a reduction of
42.5%.  Inventory was reduced by 18.5% as the company reduced its
second quarter inventory investment to $889.0 million compared to
year-ago inventory of $1.1 billion.

Financial statements are available at:

               http://ResearchArchives.com/t/s?430c

Karen Talley at The Wall Street Journal says that Borders has
struggled financially, having to receive extensions on its debt to
help avoid the prospect of bankruptcy.

                         About Borders

Headquartered in Ann Arbor, Mich., Borders Group, Inc. --
http://www.bordersgroupinc.com/-- describes itself as a
$3.8 billion retailer of books, music and movies with more than
1,100 stores and over 30,000 employees worldwide.  Borders owns a
majority stake in Paperchase Products Limited, a leading gifts and
stationery retailer in the United Kingdom, and showcases their
products in their stores, as well as Books etc., Borders other,
mostly London-based bookshop chain.

As reported by the Troubled Company Reporter on April 7, 2009, Jim
McTevia, managing partner of Bingham Farms-based turnaround firm
McTevia & Associates, said that downsizing and cuts in inventory
most likely wouldn't staunch, and Borders would probably be forced
to file for Chapter 11 bankruptcy protection this year.


BROADSTRIPE LLC: Settles With NCTC for $4 Million
-------------------------------------------------
Broadstripe LLC has reached a settlement with National Cable
Television Cooperative Inc., a provider of programming and
hardware purchasing.  According to Bill Rochelle at Bloomberg
News, Broadstripe has agreed to pay NCTC $3.5 million, plus
$500,000 for NCTC attorney fees.  Broadstripe has also agreed to
pay NCTC in advance for services.  The U.S. Bankruptcy Court for
the District of Delaware will consider approval of the settlement
on September 9.

Mr. Rochelle recounts that when the petition was filed,
Broadstripe owed NCTC $3.5 million.  A lawsuit ensued in which
Broadstripe initially won an injunction from the Bankruptcy Court
compelling NCTC to continue allowing participation in new
programming agreements.

Broadstripe already filed a reorganization plan to carry out an
agreement reached before the Chapter 11 filing with holders of the
first- and second-lien debt.  However, a lawsuit by the official
committee of unsecured creditors that seeks to invalidate the
lenders' liens remains unresolved.  Until the suit is resolved,
the Committee won't support a plan that recognizes the validity of
the lenders' claims.

Under the Plan, the Debtors' senior secured obligations under the
First Lien Credit Agreement will be exchanged for new debt and
convertible debt instruments issued by the Reorganized Debtor.
The Debtors' junior secured obligations under the Second Lien
Credit Agreement and their remaining General Unsecured Claims
against Debtors other than Broadstripe Capital LLC will be
converted to equity through the issuance of New Members Interests
in the Reorganized Debtor.

A full-text copy of the Debtors' Chapter 11 Plan of Reorganization
is available for free at http://ResearchArchives.com/t/s?3878

A full-text copy of the Debtors' Disclosure Statement is available
for free at http://ResearchArchives.com/t/s?3879

The first lien credit facility consists of a revolving credit
facility and a term loan, which bear interest at the Base Rate
plus the applicable rate for portions and the Eurodollar rate plus
applicable rate.  As of Dec. 31, 2008, the amount outstanding
under (i) the credit facility was $10.2 million priced at LIBOR
plus 7%, and (ii) the term loan was $170.6 million -- excluding
incurred but unpaid expenses -- priced at LIBOR plus 7%.  On the
one hand,  the second lien credit facility comprised of two term
loans: term loan C and term loan D, which provide for cash
interest to be paid on the term loans in an amount equal to LIBOR,
and PIK interest accrued on the term loans for the balance.  In
March 2008, the PIK interest terms of the loans were made
consistent and now accrue at 14.5% per annum under the first
amended second lien credit facility.  As of Dec. 31, 2008, the
total aggregate amount under the loans was about $102.1 million --
excluding incurred but unpaid expenses.  The first lien credit
facility is secured by first liens on and security interest in
substantially all of the Debtors' assets while the other facility
is secured by second priority liens on and security interest in
substantially all of the Debtors' assets.

                      About Broadstripe LLC

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

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


BROOKSIDE TECHNOLOGY: Posts $1.03MM Net Loss for June 30 Quarter
----------------------------------------------------------------
Brookside Technology Holdings Corp. posted a net loss of
$1,032,224 for the three months ended June 30, 2009, from a net
loss of $1,875,236 for the same period a year ago.  It posted a
net loss of $2,360,202 for the six months ended June 30, 2009,
from a net loss of $3,673,323 for the same period a year ago.

As of June 30, 2009, the Company had $25,244,455 in total assets
and $13,171,525 in total liabilities.

The Company generated significant net losses in the prior three
fiscal years.  The Company has cash and cash equivalents of
$1,087,872 at June 30, 2009.  Additionally, effective August 13,
2009, the Company and its senior creditor, Chatham Credit
Management III, LLC, further updated its letter agreement dated
May 29, 2009, pursuant to which, among other things, Chatham
agreed, for the period July 31, 2009 through June 30, 2010 to
suspend the Company's compliance of the minimum fixed charge
coverage ratio and maximum leverage ratio contained in the credit
agreement.  The Company is in full compliance with its financial
covenants under this agreement.

Additionally, effective June 1, 2009, the Company entered into a
Securities Purchase Agreement with Vicis Capital Master Fund, a
sub-trust of Vicis Capital Series Master Trust, and the Company's
largest preferred stockholder, pursuant to which Vicis invested an
additional $1,000,000 in the Company and the Company issued to
Vicis 1,000,000 shares of the Company's Series A Convertible
Preferred Stock and a warrant to purchase 100,000,000 shares of
Common Stock at an exercise price of $0.01 per share.

The Company sustained a loss for the three months and six months
ended June 30, 2009, of approximately $1.0 million and
$2.4 million, respectively, and has a retained deficit of
approximately $19.9 million.  The losses were primarily due to the
amortization expense related to the accounting treatment of
warrants issued in connection with the debt raised to fund the
USVD acquisition.  For the six months ended June 30, 2009, the
Company had net cash used in operations of approximately,
$1 million.  Historically, the Company has relied on borrowings
and equity financings to maintain its operations.

The Company believes it has enough cash to operate for the coming
year with its cash on hand, cash to be generated from operations
and the borrowing availability on its credit lines. However, the
recent economic downturn could have a material effect on its
business operations.

Management is focused on managing costs in line with estimated
total revenues for the balance of fiscal 2009 and beyond,
including contingencies for cost reductions if projected revenues
are not fully realized.  However, there can be no assurance that
anticipated revenues will be realized or that the Company will
successfully implement its plans.  Additionally, the Company is in
discussions with its senior and subordinated lender regarding
obtaining additional financing to execute its business plan.

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?42f0

Brookside Technology Holdings Corp., is the holding company for
Brookside Technology Partners, Inc., US Voice & Data, LLC,
Standard Tel Acquisitions, Inc., Trans-West Network Solutions,
Inc., and Standard Tel Networks, LLC, and all operations are
conducted through these wholly owned subsidiaries.  Collectively,
the subsidiary companies provide converged business communications
products and services from Mitel, Inter-tel (owned by Mitel),
Nortel and NEC.  The Company, as the 2nd largest MITEL dealer, is
recognized as a Diamond Dealer.


CALYPTE BIOMEDICAL: Annual Report Warned of Ch. 7 Absent Funding
----------------------------------------------------------------
Calypte Biomedical Corporation's balance sheet at Dec. 31, 2008,
showed total assets of $6.54 million and total liabilities of
$18.68 million, resulting in a stockholders' deficit of about
$12.14 million.

In fiscal year ended Dec. 31, 2008, the Company posted a net loss
of $9.17 million compared with a net loss of $8.27 million for the
same period in 2007.

The Company related that as of April 3, 2009, it is in default
under the 2005 Credit Facility, as amended, with Marr Technologies
BV, its largest stockholder, holding approximately 17% of its
outstanding capital stock as of April 20, 2009, and joint venture
partner in the People's Republic of China, and under its Secured
8% Convertible Promissory Notes, as amended, issued to three note
holders, one of whom is Marr, pursuant to a Purchase Agreement
dated April 4, 2005.  At maturity, the Company owed an aggregate
of $5.01 million under the Credit Facility and $5.96 million under
the Convertible Notes.

The Company added that it is discussing termination, reduction or
restructuring of its debt obligations under the Credit Facility
and the Convertible Notes with each of the secured creditors.
These defaults, coupled with its significant working capital
deficit and limited cash resources, put us in significant
financial jeopardy and place a high degree of doubt on its ability
to continue its operations.

Failure to obtain additional financing and to resolve the existing
defaults with respect to the Credit Facility and the Convertible
Notes will likely cause the Company to seek bankruptcy protection
under Chapter 7, which would have a material adverse effect on its
business, on its ability to continue its operations and on the
value of its equity.

                        Going Concern Doubt

On April 22, 2009, Odenberg, Ullakko, Muranishi & Co. LLP in San
Francisco, California expressed substantial doubt about Calypte
Biomedical Corporation's ability to continue as a going concern
after auditing the Company's financial statements fro the fiscal
years ended Dec. 31, 2008, and 2007.  The auditor noted that the
Company suffered recurring operating losses and negative cash
flows from operations, and management believes that the Company's
cash resources will not be sufficient to sustain its operations
through 2009 without additional financing.

The Company filed an amendment no. 1 on Form 10-K/A to its annual
report on Form 10-K for the year ended Dec. 31, 2008, filed with
the Securities and Exchange Commission on April 27, 2009.   The
Company stated that it only amends and restates Item 9A of Part II
of the Original Filing to include its management's conclusion
regarding the effectiveness of its internal control over financial
reporting as of the end of the period covered by the Original
Filing.

A full-text copy of the Company's Amendment No. 1 on Form 10-K/A
is available for free at http://ResearchArchives.com/t/s?42e3

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?42e4

                      About Calypte Biomedical

Based in Portland, Calypte Biomedical Corporation (OTC BB: CBMC)
-- http://www.calypte.com/-- is a U.S.-based healthcare company
focused on the development and commercialization of rapid testing
products for sexually transmitted diseases like the Aware(TM)
HIV- 1/2 OMT test that are suitable for use at the point of care
and at home.

Calypte Biomedical Corp.'s consolidated balance sheet at March 31,
2008, showed $7,387,000 in total assets and $16,971,000 in total
liabilities, resulting in a $9,584,000 total stockholders'
deficit.

                        Going Concern Doubt

Odenberg, Ullakko, Muranishi & Co. LLP, in San Francisco,
expressed substantial doubt about Calypte Biomedical Corp.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm reported that the
company has suffered recurring operating losses and negative cash
flows from operations, and management believes that the company's
cash resources will not be sufficient to sustain its operations
through 2008 without additional financing.


CENTERLINE INVESTOR: Saks Park Selling Collateral on September 23
-----------------------------------------------------------------
Pursuant to Fla. Stat. 679.610, Saks Park Homes Limited Dividend
Housing Association Limited Partnership, as holder of the security
interest in all right, title and interest of Debtors Centerline
Investor LP LLC and Centerline SLP LLC in the Partnership and all
proceeds, increases, additions, replacements and substitutions
thereof, will offer to sell all of the Collateral to the highest
and best qualified bidder, as determined in the sole and
commercially reasonable discretion of the Partnership on
Wednesday, September 23, 2009, at 10 a.m. at the offices of Broad
and Cassel, 390 North Orange Avenue, Suite 1400, Orlando, Florida,
32801.

The Partnership intends to bid for the Collateral through its
nominee.  The Partnership may accept and rank bids based on
certain conditions imposed by the Partnership in its commercially
reasonable discretion.  The Partnership may leave the sale period
open for a length of time as determined in its sole and absolute
discretion.

Interested parties should contact:

     Randal M. Alligood
     Broad and Cassel
     390 North Orange Avenue, Suite 1400
     Orlando, Florida 32801
     Tel: (407) 839-4202
     Fax: (407) 650-0914
     E-mail: ralligood@broadandcassel.com

     or

     Andrew Tanner
     NRP Group LLC
     5309 Transportation Boulevard
     Cleveland, Ohio 44125
     Tel: (216) 475-8900
     Fax: (216) 475-9300
     E-mail: atanner@nrpgroup.com


CERTIFIED DIABETIC: June 30 Balance Sheet Upside-Down by $11.19MM
-----------------------------------------------------------------
Certified Diabetic Services, Inc.'s balance sheet showed total
assets of $4.40 million and total liabilities of $15.59 million,
resulting in a stockholders' deficit of $11.19 million.

For three months ended June 30, 2009, the Company posted a net
loss of $2.27 million compared with a net income of $7.51 million
for the same period in 2008.

For six months ended June 30, 2009, the Company reported a net
income of $6.33 million compared with a net loss of $1.79 million
for the same period in 2008.

The Company's management said that there is substantial doubt
about its ability to continue as a going concern.  The Company
incurred cumulative operating losses in recent years and have a
working capital deficiency of $5.03 million at June 30, 2009. The
Company's management is executing certain plans, including raising
capital and curtailing costs, to alleviate the negative trends and
conditions.  The Company related that its ability to continue as a
going concern is dependent on its ability to raise additional
capital. Ultimately, its ability to continue as a going concern is
dependent upon the achievement of profitable operations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?42f7

Headquartered in Fort Myers, Florida, Certified Diabetic Services,
Inc. -- http://www.cdiabetic.com/-- is a direct-to-you provider
of diabetes medical supplies, testing, products, education and
information - all designed to help you manage your diabetes and
live a healthier life.  In addition to being approved as a
provider for diabetic Medicare and diabetic Medicaid
reimbursement, CDS holds significant contracts with more than
75 private insurance carriers to provide diabetes educational
programs for members.


CHRYSLER LLC: Daimler Sued for Refusing Pacts Sent to New Chrysler
------------------------------------------------------------------
Chrysler Group LLC and Old Carco LLC, formerly known as Chrysler
LLC commenced an adversary proceeding against Daimler AG on August
21, 2009, to redress Daimler's:

   (a) willful refusal to honor its obligations under contracts
       assumed by Old Chrysler and assigned to New Chrysler;

   (b) refusal to abide by the procedures set forth in the
       Court's May 7, 2009 bidding procedures order, and June 1,
       2009 order in connection with the Fiat S.p.A. sale
       transaction; and

   (c) breach of a cure dispute resolution agreement executed by
       New Chrysler and Daimler on July 6, 2009.

The expedited sale of the Debtors' assets to New Chrysler was
animated by the wasting nature of the Debtors' assets, the
pressing need to resume vehicle production for the 2010 model year
and the public interest in saving the U.S. automotive industry,
relates counsel for Chrysler Group LLC, Gregory P. Joseph, Esq.,
in New York.

Daimler's bad faith conduct and contractual breaches following the
acquisition threaten to derail the efforts, severely harm New
Chrysler, and send devastating ripple effects through the
automotive industry, Mr. Joseph says.

Daimler is, and has been, a supplier of critical component parts
used by Old Chrysler, and now, New Chrysler, to manufacture
vehicles.  Both before and after the Acquisition, Daimler, Old
Chrysler and New Chrysler have negotiated various aspects of the
continuing supply relationship, which process has resulted in New
Chrysler's designation of many individual contracts for assumption
and assignment.

Two of the assumed and assigned contracts relate to the
development and supply of OM 651 diesel engines:

    (i) the Letter of Agreement Supplying DC Corporation with OM
        651 Diesel Engines dated July 20, 2005, and

   (ii) the Amendment Agreement to the Letter of Agreement (OM
        651 Diesel Engines) dated August 3, 2007.

New Chrysler confirmed the OM 651 Contracts on August 12, 2009,
pursuant to the Bidding Procedures Order.

Two additional, and critical, component parts supplied by Daimler
are steering columns and torque converters, which are essential to
New Chrysler's manufacturing process for several key 2010 model
year vehicles, and cannot be obtained from any other supplier.
Without a continuing supply of the parts, Mr. Joseph asserts, New
Chrysler will be forced to cease manufacturing operations
altogether for the affected vehicles, shut down plants, idle
workers, and cease related orders from other suppliers.

Daimler supplied steering columns and torque converters to Old
Chrysler for years prior to the Chapter 11 filing.  Chrysler's
dependence on Daimler as the sole supplier of vehicle components
is well known to Daimler because this dependence dates back to the
period in which Daimler owned Chrysler, Mr. Joseph asserts.  The
components were supplied pursuant to purchase orders placed under
pre-existing agreements that have been assumed and assigned -- a
Supply Framework Agreement dated October 13, 2004, and a
Procurement and Supply Cooperation Agreement dated August 3, 2007.
Both Agreements were confirmed by New Chrysler on June 26, 2009.

Following the Acquisition, New Chrysler and Daimler agreed to a
process for the assumption and assignment of contracts to New
Chrysler and for the resolution of a handful of other outstanding
issues, including a dispute that had arisen between the parties
over the OM 651 cure amount, Mr. Joseph tells the Court.  He adds
that New Chrysler and Daimler also agreed to the essential terms
for the future supply and agreed to finalize the paperwork
necessary to ensure the continued supply of the steering column
and torque converter parts for the remainder of the 2010 model
year.  The agreements, which comprised consideration for one-
another, were memorialized in writing on July 6, 2009, in the Cure
Dispute Resolution Agreement that contains six paragraphs each
addressing a separate issue, and contains distinct contractual
requirements. The agreements made in each paragraph provided
consideration for agreements made in the others. The six issues
are:

   (a) Postpetition payments;

   (b) Assumed and assigned contracts;

   (c) Continuing performance, which establishes effective dates
       for the assumption and assignment of contracts, and sets
       forth Daimler's contractual commitment to perform under
       the contracts assumed and assigned to New Chrysler;

   (d) Steering Columns supply;

   (e) Torque Converters supply;

   (f) Resolution Process for these specified issues:

       * "all cure cost issues"

       * "all remaining assumption and assignment issues,
         including issues relating to the effectiveness of
         assumption and assignment"

       * "any asserted basis for non-performance"; and

       * "issues relating to OM 651."

In reliance on Daimler's agreement set forth in paragraph 6 of the
Cure Dispute Resolution Agreement, New Chrysler made the payments
set forth in the agreement; verified and confirmed the assignment
to New Chrysler of contracts identified; and negotiated complete
steering column and torque converter contracts, Mr. Joseph
asserts.  He adds that to resolve the OM 651 cure dispute, New
Chrysler confirmed the assignment of the OM 651 Contracts on
August 12, 2009, with a cure amount of $0 because New Chrysler
believes there are no prepetition amounts due.  Daimler disputes
this, he notes, contending that scores of millions of euros are
due for, inter alia, volume shortfalls.

Mr. Joseph contends that New Chrysler assigned a cure amount of $0
to the OM 651 dispute because the OM 651 volume shortfall payment
issue was resolved in an April 17, 2009, prepetition agreement
that settled a number of disputes between Daimler and Old
Chrysler.  He says that under the Cure Dispute Resolution
Agreement, Daimler contractually agreed to reduce to a written
contract the parties' agreement over the material terms, including
the pricing of Daimler-supplied steering columns and torque
converter contract.  He adds that the parties were already in
agreement as to all material terms, and all that remained was to
paper a formal amendment and make whatever word changes were
necessary.

The precise wordings of the written amendments were agreed to by
both parties on August 12, 2009, Mr. Joseph relates.  Daimler,
however, has refused to sign the Final Steering Column Amendment
and the Final Torque Converter Amendment in flagrant breach of its
commitments in the Cure Dispute Resolution Agreement, he contends.

"Daimler's refusal to sign the fully-negotiated Final Amendments
for the steering columns and torque converters is a product of its
bad faith attempt to place Chrysler in extremis so that Chrysler
will accede to Daimler's unreasonable demands for volume shortfall
payments on OM 651 diesel engines that Daimler had previously
waived, in violation of paragraph 6 of the

Cure Dispute Resolution Agreement," Mr. Joseph contends.

Daimler, Old Chrysler and New Chrysler have been negotiating for
the assumption and assignment of the OM 651 contract both before
and after the Acquisition, but have been unable to reach
agreement, Mr. Joseph avers.  Despite the plain terms of the April
Settlement Agreement, Daimler has resurrected the previously-
settled OM 651 dispute in connection with those discussions.  He
points out that the OM 651 and cure issues were expressly, and
intentionally, treated separately from the steering column and
torque converter issues in the Cure Dispute Resolution Agreement.

Daimler has also repudiated its agreement and its obligation to
have the Court resolve the OM 651 disputes, Mr. Joseph asserts.
He notes that Daimler has agreed in the OM 651 Cure Resolution
Provisions to resolve the OM 651 disputes in a trial no later than
mid-September.

"Now, Daimler is trying to avoid that obligation by using the
Final Steering Column Amendment and Final Torque Converter
Amendment as leverage to force Chrysler to capitulate to demands
that Daimler has no right to make under the plain terms of the
April Settlement Agreement," Mr. Joseph alleges.  "The parties'
ongoing dispute relating to OM 651 is no excuse for Daimler's
refusal to perform its good faith obligation to execute and
perform the fully negotiated Final Steering Column Amendment and
Final Torque Converter Amendment," he adds, among other things.

The Plaintiffs, therefore, ask the Court to issue judgment against
Daimler, and to award them:

   -- equitable relief, including injunctive relief, to redress
      the irreparable harm to New Chrysler that will result if
      Daimler does not continue to ship the steering column and
      torque converter parts as it is contractually required to
      do;

   -- specific performance by Daimler of its contractual
      obligations under the Cure Dispute Resolution Agreement;

   -- damages, in an amount to be determined at trial, though an
      inadequate remedy to compensate New Chrysler for the harm
      resulting from Daimler's actions;

   -- a declaration that:

      * Daimler has no entitlement to volume shortfall payments
        under the OM 651 Contracts , having waived any right to
        those payments in Section 6 of the April Settlement
        Agreement;

      * the cure amounts under Section 365 of the Bankruptcy Code
        with respect to the OM 651 Contracts are $0; and

      * Daimler is required to honor the Cure Dispute Resolution
        Agreement, including the OM 651 cure dispute resolution
        procedures and the parties' agreement as to steering
        columns and torque converters; and

   -- costs and disbursements for the adversary action, including
      reasonable attorneys' fees.

                        About Chrysler LLC

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

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

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

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


COEUR D'ALENE: Permit at Kensington Mine Reactivated
----------------------------------------------------
The U.S. Army Corps of Engineers has reactivated the 404 permit
for Coeur d'Alene Mines Corporation's Kensington Gold Mine located
40 miles northwest of Juneau, Alaska.  With approximately 90% of
the mine already complete, the Company will immediately begin to
finalize construction of the remaining areas of the operation.

"There is an extensive list of groups and individuals to thank for
their efforts and continued support of Kensington.  The Company
looks forward to getting back to accomplishing the main objective,
which is to construct and operate a world-class gold mine that all
stakeholders will be proud of," said Dennis E. Wheeler, Chairman,
President and Chief Executive Officer of Coeur.  "Kensington
represents Coeur's third new mine in the past two years.  This
transformation to these large, long-life mines will continue to
provide shareholders with further growth in production and cash
flow."

                     About Coeur d'Alene Mines

Coeur d'Alene Mines Corporation (NYSE:CDE, TSX:CDM, ASX:CXC) is
one of the world's leading silver companies and also a significant
gold producer.  Coeur common shares are traded on the New York
Stock Exchange under the symbol CDE, the Toronto Stock Exchange
under the symbol CDM, and its CHESS Depositary Interests are
traded on the Australian Securities Exchange under symbol CXC.

As of June 30, 2009, the Company had $3.05 billion in total
assets and $924.8 million in total liabilities, resulting in
$1.95 billion in stockholders' equity.  Coeur d'Alene Mines had
$402.2 million in accumulated deficit as of June 30, 2009.

As reported by the Troubled Company Reporter on August 11, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Coeur D'Alene Mines to 'B-' from 'CCC' and raised the
ratings on the company's $180 million senior unsecured notes due
2024 ($106 million outstanding) and $230 million senior unsecured
notes due 2028 ($150 million outstanding) to 'CCC+' from 'CCC-'.
The recovery rating on the notes remains unchanged at '5'.  S&P
removed the corporate credit and issue-level ratings from
CreditWatch, where they were placed with positive implications on
May 18, 2009.  The outlook is positive.


CONVERSION SERVICES: Frederick Lester Resigns from Board
--------------------------------------------------------
Frederick Lester notified Conversion Services International, Inc.,
on August 17, 2009, that effective immediately, he is resigning
from the board of directors.  Mr. Lester had served as Chairman of
the Corporate Governance Committee and member of the Executive
Compensation and Audit Committees.

Mr. Lester's resignation is purely personal in nature and not as a
result of any disagreement with the Company on any matter relating
to the Company's operations, policies or practices.

At June 30, 2008, the Company's consolidated balance sheet showed
$9,574,782 in total assets, $4,885,775 in total liabilities, and
$3,770,675 in total stockholders' equity.

The Company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $3,478,359 in total current assets
available to pay $4,522,375 in total current liabilities.

                       Going Concern Doubt

The Company has incurred net losses for the six months ended
June 30, 2008, and the years ended Dec. 31, 2007, 2006, 2005, and
2004, negative cash flows from operating activities for the six
months ended June 30, 2008, and the years ended Dec. 31, 2007,
2006, 2005, and 2004, and had an accumulated deficit of
$65,373,298 at June 30, 2008.

The Company says that these factors raise substantial doubt as to
the its ability to continue as a going concern.

                     About Conversion Services

Headquartered in East Hanover, N.J., Conversion Services
International Inc. (AMEX: CVN) -- http://www.csiwhq.com/--
provides professional services focusing on strategic consulting,
data warehousing, business intelligence, business process
reengineering, as well as integration and information technology
management solutions.  CSI's current customers include ADP, Coach,
Goldman Sachs, Liberty Mutual, Merck, Morgan Stanley, and Pfizer.


CORNERSTONE E & P: Has Until Sept. 9 to File Schedules
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended until Sept. 9, 2009, Cornerstone E & P Company, LP, and
Cornerstone Southwest GP, LLC's time file their schedules of
assets and liabilities, schedules of executory contracts and
unexpired leases and statements of financial affairs.

Irving, Texas-based Cornerstone E & P Company, LP, operates an oil
and gas exploration business.  The Company and Cornerstone
Southwest GP, LLC filed for Chapter 11 on Aug. 6, 2009 (Bankr. N.
D. Tex. Case Nos. 09-35228 and 09-35229).  Stephen M. Pezanosky,
Esq., at Haynes and Boone, LLP, represents the Debtors in their
restructuring efforts.  In its petition, E & P listed $10,000,001
to $50,000,000 in assets and $50,000,001 to $100,000,000 in debts.


CORNERSTONE E & P: U.S. Trustee Names 9 to Creditors' Panel
-----------------------------------------------------------
The U.S. Trustee for Region 6 appoints nine members to the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Cornerstone E & P Company, LP, and Cornerstone Southwest GP,
LLC.

The Creditors Committee members are:

1. Thomas Burke
   Complete Production Services
   P.O. Box 1299
   Gainesville, TX 76241-1299
   Tel: (940) 668-5152
   Fax: (832) 201-0731

2. Greg Attrep
   Smith International, Inc.
   16740 E. Hardy Street
   Houston, TX 77032
   Tel: (832) 601-3059
   Fax: (281) 233-9515

3. David Mulroney
   Simons Petroleum, Inc.
   210 Park Avenue, Ste. 1800
   Oklahoma City, OK 73120
   Tel: (405) 848-3500
   Fax: (405) 848-3508

4. Michael Stephenson
   Schlumberger Technology Corporation
   14131 Midway Blvd., Suite 700
   Addison, TX 75001
   Tel: (972) 789-7779
   Fax: (972) 980-2208

5. Ted Gabillot
   Rowan Companies, Inc.
   2800 Post Oak Blvd., Suite 5450
   Houston, TX 77056
   Tel: (713) 960-7587
   Fax: (713) 960-7658

6. Matt Krieder
   Precision Energy Services
   P.O. Box 200698
   Dallas, TX 75320-0698
   Tel: (817) 249-7200

7. Christopher Ryan
   Baker Hughes Inc.
   2929 Allen Pkwy., Suite 2100
   Houston, TX 77019-2118
   Tel: (713) 439-8771
   Fax: (713) 439-8778

8. Duncan Simpson
   Select Energy Services
   Bell Supply Company
   P.O. Box 170
   Gainesville, TX 76241-0170
   Tel: (940) 665-4373
   Fax: (940) 665-8434

9. Daniela Quast
   Newpark Drilling Fluids, Inc.
   2700 Research Forest Drive, Suite 100
   The Woodlands, TX 77381
   Tel: (281) 362-6805
   Fax: (832) 442-5789

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also Attnempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Irving, Texas-based Cornerstone E & P Company, LP, operates an oil
and gas exploration business.  The Company and Cornerstone
Southwest GP, LLC filed for Chapter 11 on Aug. 6, 2009 (Bankr. N.
D. Tex. Case Nos. 09-35228 and 09-35229).  Stephen M. Pezanosky,
Esq., at Haynes and Boone, LLP, represents the Debtors in their
restructuring efforts.  In its petition, E & P listed $10,000,001
to $50,000,000 in assets and $50,000,001 to $100,000,000 in debts.


CORNERSTONE E & P: Taps Haynes and Boone as Bankruptcy Counsel
--------------------------------------------------------------
Cornerstone E & P Company, LP, and Cornerstone Southwest GP, LLC,
ask the U.S. Bankruptcy Court for the Northern District of Texas
for authority to employ Haynes and Boone, LLP, as counsel.

Haynes and Boon will:

   a. advise the Debtors of their rights, powers and duties as
      debtors-in-possession under the Bankruptcy Code;

   b. perform all legal services for and on behalf of the Debtors
      that may be necessary or appropriate in the administration
      of the bankruptcy cases and the Debtors' businesses;

   c. advise the Debtors concerning, and assisting in, the
      negotiation and documentation of financing agreements and
      debt restructurings;

   d. counsel the Debtors in connection with the formulation,
      negotiation, and consummation of a possible sale of the
      Debtors' or their assets;

   e. review the nature and validity of agreements relating to the
      Debtors' interests in real and personal property and
      advising the Debtors of their corresponding rights and
      obligations;

   f. advise the Debtors concerning preference, avoidance,
      recovery, or other actions that they may take to collect and
      to recover property for the benefit of the estates and their
      creditors, whether or not arising under Chapter 5 of the
      Bankruptcy Code;

   g. prepare on behalf of the Debtors all necessary and
      appropriate applications, motions, pleadings, draft orders,
      notices, schedules, and other documents and reviewing all
      financial and other reports to be filed in the bankruptcy
      cases;

   h. advise the Debtors concerning, and preparing responses to,
      applications, motions, complaints, pleadings, notices, and
      other papers that may be filed and served in the bankruptcy
      cases;

   i. counsel the Debtors in connection with the formulation,
      negotiation, and promulgation of a plan of reorganization
      and related documents or other liquidation of the estates;

   j. working with and coordinating efforts among other
      professionals to attempt to preclude any duplication of
      effort among those professionals and to guide their efforts
      in the overall framework of Debtors' reorganization or
      liquidation; and

   k. work with professionals retained by other parties in
      interest in the bankruptcy case to attempt to structure a
      consensual plan of reorganization, liquidation, or other
      resolution for Debtors.

The hourly rates of Haynes and Boon's personnel are:

     Robert D. Albergotti, partner               $650
     Stephen Pezanosky, partner                  $550
     Scott Everett, partner                      $495
     Autumn Highsmith, associate                 $300
     John Middleton, associate                   $300
     Dian Gwinnup, paralegal                     $153

Mr. Pezanosky tells the Court that prior to the petition date,
Haynes and Boone received a $25,000 retainer.  The retainer was
applied to prepetition invoices prior to the filing of the
bankruptcy cases.  Haynes and Boone currently does not hold a
retainer for this engagement.  Haynes and Boone was paid a total
of $307,867 for services rendered in the 12 months prior to the
petition date.

Mr. Pezanosky assures the Court that Haynes and Boon is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Pezanosky can be reached at:

     Haynes and Boone, LLP
     2323 Victory Avenue, Suite 700
     Dallas, TX 75219
     Tel: (214)651-5000
     Fax: (214)651-5940

                  About Cornerstone E & P Company

Irving, Texas-based Cornerstone E & P Company, LP, operates an oil
and gas exploration business.  The Company and Cornerstone
Southwest GP, LLC, filed for Chapter 11 on Aug. 6, 2009 (Bankr.
N.D. Tex. Case Nos. 09-35228 and 09-35229).  Stephen M. Pezanosky,
Esq. at Haynes and Boone, LLP, represents the Debtor in its
restructuring efforts.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in debts.


COYOTES HOCKEY: NHL Submits Own Bid for Phoenix Coyotes Team
------------------------------------------------------------
The National Hockey League posted on its Web site that it has
submitted a bid to purchase the Phoenix Coyotes franchise out of
bankruptcy and keep it in Arizona.

NHL Deputy Commissioner Bill Daly said in a statement, "Today
[Tuesday], the League filed its own bid to purchase the Phoenix
Coyotes' franchise out of bankruptcy in an effort to maximize the
likelihood that the Club ultimately will be sold to an acceptable
purchaser who is committed to operating the franchise in
Glendale."

"We remain supportive of the other efforts that have been and are
being made to purchase and operate the Coyotes in Glendale, and we
will continue to do everything we can to assist interested groups
in those efforts leading up to the scheduled sale hearing on
September 10, 2009, and thereafter, if the NHL is the winning
bidder.  We believe this step was necessary at this time in order
to best preserve and maximize the value of the Club asset for
benefit of the Club's creditors and for the community of
Glendale," Mr. Daly stated.

Mr. Daly said, "The bankruptcy petition and subsequent events have
been incredibly damaging to the Club's business, and the sooner
the Club can be extricated from the bankruptcy process, the sooner
Club personnel can begin to restore the team's vitality and local
fan base.  In the event the League's bid proceeds forward and
ultimately is the one approved by the Court, we intend to conduct
an orderly sale process to a third party buyer outside of
bankruptcy.  It continues to be our intention and hope to conclude
satisfactory agreements with existing Club business partners that
will allow the Coyotes to be owned and operated on a viable basis
in Glendale for many years to come."

NHL didn't mention the amount it was offering to buy Phoenix
Coyotes.

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

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


COYOTES HOCKEY: Balsillie's Amended Bid Allows Him to Walk Away
---------------------------------------------------------------
Bob Baum at The Canadian Press reports that Jim Balsillie has
submitted an amended proposed agreement to purchase Phoenix
Coyotes for US$212.5 million and move the team to Hamilton,
Ontario.

Court documents say that Mr. Balsillie can withdraw from the deal
if the contentious issues in the complex case haven't been
resolved in his favor by September 14, or if the sale "been stayed
or postponed or prohibited in effect in whole or part by any court
or governmental body."

According to The Canadian Press, Mr. Balsillie is seeking the
approval of the Hon. Redfield T. Baum of the U.S. Bankruptcy Court
for the District of Arizona.

The Canadian Press relates that Mr. Balsillie's proposed purchase
agreement requires either the National Hockey League's approval of
the sale or a court order superseding the owners' rejection of
him, and requires the NHL to come up with a relocation fee.
Citing Mr. Balsillie, The Canadian Press states that the Court
should determine a "reasonable and appropriate" figure if the NHL
doesn't come up with the fee.

The Canadian Press says that a hearing is set for September 2 to
hear arguments on the validity of Mr. Balsillie's bid, among other
things.

The NHL, The Canadian Press states, said that it would immediately
appeal any ruling that overturns its rejection of Mr. Balsillie as
an owner.

The city of Glendale said in court documents filed on Monday that
Phoenix Coyotes cannot get out of its lease without paying a
$794 million penalty.

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

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


CREATIVE LOAFING: Atalaya Beats Eason Family at Auction
-------------------------------------------------------
Hedge fund Atalaya Capital Management won an auction for Creative
Loafing Inc.'s assets with its $5 million cash offer.  Atalaya
doubled a bid by Creative's management to purchase, ending months
of legal wrangling and 37 years of control by the CEO Ben Eason
and his family, The Daily Loaf said.

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

Creative Loafing's management bid $2.32 million in cash and other
securities.  The deal is expected to close within 10 days.

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

BIA also bid at the auction.

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


DARIN BENNETT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Darin Edward Bennett
        8095 Palm Cove Ct.
        Las VEGAS, NV 89129

Bankruptcy Case No.: 09-25531

Chapter 11 Petition Date: August 24, 2009

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

Judge: Bruce A. Markell

Debtor's Counsel: Christopher Patrick Burke, Esq.
                  218 S Maryland Pky.
                  Las Vegas, NV 89101
                  Tel: (702) 385-7987
                  Email: atty@cburke.lvcoxmail.com

Total Assets: $2,338,560

Total Debts: $2,412,616

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

           http://bankrupt.com/misc/nvb09-25531.pdf

The petition was signed by Mr. Bennett.


DELTA MUTUAL: Martin Chilek Steps Down as Chief Financial Officer
-----------------------------------------------------------------
Delta Mutual, Inc., reports that on August 12, 2009, Martin G.
Chilek, resigned as its Chief Financial Officer for personal
reasons.

Delta Mutual, Inc., invests in oil and gas properties in South
America.  It intends to focus its investments in the energy
sector, including development of energy producing investments and
alternative energy production in Latin America and North America.

As of June 30, 2009, the Company had $2,054,683 in total assets,
including $3,826 in cash; and $2,940,242 in total liabilities, all
current; resulting in $885,559 in stockholders' deficiency
attributable to Delta Mutual and subsidiaries.

On April 13, 2009, Wiener, Goodman & Company, P.C., in Eatontown,
New Jersey, raised substantial doubt about Delta Mutual, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal year ended
December 31, 2008.  The auditor noted that the Company has a
working capital deficiency, incurred losses from operations, needs
to obtain additional financing to meet its obligations on a timely
basis and to fulfill its proposed activities and ultimately
achieve a level of sales adequate to support its cost structure.


DEVELOPERS DIVERSIFIED: Moody's Reviews Ba1 Preferred Stock Rating
------------------------------------------------------------------
Moody's Investors Service placed the Baa3 senior unsecured rating
of Developers Diversified Realty Corporation under review for
possible downgrade.  Since Moody's last rating action, DDR
executed a number of transactions to increase liquidity, reduce
refinancing risk and lower leverage.  Risks remain, however;
should DDR be unable to successfully complete the remaining
transactions for 2009, Moody's will likely lower the company's
ratings.  Moody's also notes that the retail environment is very
uncertain and the American consumer has demonstrated very little
confidence lately.  Therefore, if the important back-to-school and
holiday shopping seasons cause additional retailer stress, it
could put further pressure on DDR's credit metrics and rating.

Given the recessionary environment and severe weakness inflicted
on the retail sector, including the bankruptcies of a number of
DDR's major tenants, the REIT has had to quickly shore up its
balance sheet.  Additional pressure on its credit profile resulted
from a sizable development pipeline as well as from recent large
acquisitions.  Moreover, the company has had little capacity
available on its bank line, limiting liquidity.

In order to repair its balance sheet and alleviate refinancing
risk, DDR entered into several transactions, including secured
financings of approximately $200 million, the first part of a
common equity purchase transaction with an institutional real
estate investor for $52.5 million, and the sale of properties
worth approximately $418 million YTD (including JV sales).  In
addition, DDR lowered its dividend and paid a significant portion
of it with equity, preserving cash flow.  All this enabled DDR to
retire over $700 million in debt, including all 2009 maturities.
The REIT's next significant maturity is approximately $200 million
in May 2010.

DDR has several major transactions in the pipeline, including
raising additional equity, issuing unsecured and secured debt
(including a TALF deal), and a bond tender.  It is possible
Moody's will restore DDR's rating outlook to negative and confirm
the Baa3 rating should the successful execution of these items
lead to significant improvement in their liquidity and credit
profile.

Moody's indicated that a rating downgrade would result from
secured debt reaching 30% of gross assets (without JVs), coverages
that are consistently below the low 1.8x range (including merchant
building gains), debt to EBITDA consistently above 9x and any
liquidity (including line of credit availability averaging less
than 20%) or debt repayment challenges.  Negative ratings pressure
may also occur should more than 20% of the REIT's total revenues
be derived from JVs (defined as pro-rata JV revenues).

A return to a stable outlook would be predicated upon fixed charge
coverage remaining consistently at 2x, secured debt over gross
assets not exceeding the mid-20% range and debt EBITDA at or below
8x (without principal amortization and without pro rata
consolidation of JVs).  According to the rating agency, a stable
outlook would also reflect adequate liquidity, which implies
unencumbered assets at more than 50% of total gross assets and
line of credit availability greater than 40%.  The successful
completion of the TALF debt financing and further success in
raising common equity would help solidify a stronger liquidity and
credit profile and provide positive ratings momentum.

These ratings were placed under review for downgrade:

* Developers Diversified Realty Corporation -- Baa3 senior
  unsecured; Ba1 preferred stock; (P)Baa3 senior debt shelf;
  (P)Ba1 preferred stock shelf.

Moody's last rating action in relation to DDR was on March 11,
2009 when the rating agency lowered the REIT's senior rating to
Baa3 from Baa2 and held the rating outlook at negative.

Developers Diversified Realty Corporation is a REIT headquartered
in Beachwood, Ohio, USA that owns and manages over 690 retail
operating and development properties in 45 states, plus Puerto
Rico, Brazil, and Canada, totaling over 151 million square feet.


DBSD NORTH AMERICA: Sprint, et al., Say Ch. 11 Plan is Flawed
-------------------------------------------------------------
Sprint Nextel Corporation, Hughes Network Systems LLC, and
Illinois Union Insurance Company object to the second amended
Chapter 11 plan of reorganization of DBSD North America Inc. and
its debtor-affiliates.

Sprint, et al., say the Plan cannot be confirmed on these grounds:

   -- the Plan violates the absolute priority rule by providing
      for a distribution to the Debtors' pre-petition shareholders
      even though general unsecured creditors are not receiving a
      full recovery;

   -- the Debtors cannot show that the best interests of creditors
      test is satisfied because their liquidation analysis is
      prepared on a consolidated basis and is inherently flawed;

   -- claims against the Debtors' bankruptcy estates are
      consolidated for distribution purposes even though the Plan
      does not provide for substantive consolidation, and, in any
      event, there is no basis for substantive consolidation;

   -- the discharge provisions contained in the Plan exceed the
      scope of the discharge allowed by section 1141 of the
      Bankruptcy Code; and

   -- the provisions of the Plan providing for retention of
      jurisdiction by the Bankruptcy Court are overly broad and
      should be expressly limited to clarify that they are not
      intended to encompass matters within the exclusive
      jurisdiction of the Federal Communications Commission.

Sprint, et al., note the Plan proposes to satisfy all senior notes
claims and general unsecured claims by issuing stock in the
reorganized debtors.  Although holders of general unsecured claims
will not receive full recovery on account of their claims, the
Plan provides for a distribution to the Debtors' existing
stockholder.  According to the disclosure statement, the
percentage ownership interest that the Existing Stockholder will
receive in the Reorganized Debtors is estimated to range from
3.64% to 4.99%.  In contrast, the percentage ownership being
provided to General Unsecured Creditors is estimated to range from
a mere 0.11% to 0.15%, Sprint, et al., points out.

A full-text copy of the Second Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?3f2e

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

                   About DBSD North America Inc.

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


DPP ARCADIA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: DPP Arcadia LLC
        210 S Orange Grove Blvd
        Pasadena, CA 91105

Case No.: 09-32576

Chapter 11 Petition Date: August 24, 2009

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

Judge: Richard M. Neiter

Debtor's Counsel: John P. Schock, Esq.
            210 S Orange Grove #200
            Pasadena, CA 91105
            Tel: (626) 298-6444

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

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

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Cast in Place Construction     Trade debt              $706,339
10911 Hole Avenue
Riverside, CA 92505

Roberston's Ready Mix          Trade Debt             $143,632

HUB Construction               Trade Debt             $52,014

William D. Rice                Trade Debt             $48,486

Academy Valet Parking          Trade Debt             $35,646

Precision Color                Trade Debt             $21,650

Flores Steel Construction      Trade Debt             $19,053

Otis Elevator Company          Trade Debt             $18,040

First Service                  Trade Debt             $17,364

MCE Consultants                Trade Debt             $16,920

DMX                            Trade Debt             $15,938

Sauna Workz                    Trade Debt             $15,909

Group Mackenzie                Trade Debt             $15,294

Royal Plywood                  Trade Debt             $12,238

Coastal Tile                   Trade Debt             $10,799

All Floors                     Trade Debt             $10,782

Cutting Edge Protection        Trade Debt             $9,240

Interior Services              Trade Debt             $8,590

ADT Security Services, Inc.    Trade Debt             $7,102

Sandstone Designs              Trade Debt             $6,400


DUANE READE: S&P Raises Rating on $225 Mil. Facility to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issue rating
on $225 million secured revolving credit facility due 2011 issued
by Duane Reade Inc. (a New York General Partnership and subsidiary
of Duane Reade Holdings Inc.) to 'B+' from 'B'.  The recovery
rating on the debt remains at '1', indicating its expectation for
very high (90%-100%) recovery in the event of a payment default.

This rating action follows the upgrade of Duane Reade Inc. to 'B-'
from 'SD' on Aug. 11, 2009, after the completion of the discounted
tender offer for its subordinated notes.

                           Ratings List

                    Duane Reade Holdings, Inc.

        Corporate Credit Rating               B-/Stable/--

                          Duane Reade Inc.

                                            To         From
                                            --         ----
      Secured Revolving Credit Facility     B+         B
       Recovery Rating                      1          1


E-Z PEDS PA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: E-Z Peds, P.A.
        10794 Pines Blvd, Suite 102
        Pembroke Pines, FL 33026

Bankruptcy Case No.: 09-27622

Chapter 11 Petition Date: August 24, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Grace E. Robson, Esq.
                  2450 Hollywood Blvd # 706
                  Hollywood, FL 33020
                  Tel: (954) 239-4760
                  Fax: (954) 239-4761
                  Email: grobson@hkrlegal.com

Estimated Assets: $0 to $50,000

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

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

           http://bankrupt.com/misc/flsb09-27622.pdf

The petition was signed by Mario D. Zambrano, president of the
Company.


EARL JONES CONSULTING: Trustee Details Owner's Defrauding
---------------------------------------------------------
Earl Jones habitually spent money from investors on personal
expenses, Ingrid Peritz at Globe and Mail reports, citing RSM
Richter Inc., the bankruptcy trustee seeking the return of
investors' vanished millions.

As reported by the Troubled Company Reporter on August 21, 2009,
Mr. Jones was declared personally bankrupt, and the probe into
whether he defrauded investors of as much as $50 million from
nearly 150 former clients would proceed to the next phase.

According to Globe and Mail, RSM Richter alleged in a report that:

     * Mr. Jones paid himself and his wife, Maxine, $4.6 million

       -- almost $600,000 went to private schooling of their
          daughter at a specialized school for learning
          disabilities in Massachusetts;

     * Mr. Jones withdrew almost $890,000 in cash from ATMs,
       sometimes up to $1,000 per day:

       -- $170,000 on cars like his BMW and Audi, and

       -- more than $900,000 to purchase condos in Boca Raton and
          Quebec's Laurentians; and

     * Mr. Jones transferred almost half a million dollars to the
       Bank of Bermuda.

Globe and Mail relates that several years of bank statements are
still missing.  Accountant Gilles Robillard, according to the
report, said that he expects that the misappropriated funds could
almost $25 million by the time they're located.

Creditors, Globe and Mail notes, have little hope of recouping
their losses.  Investigators have found $15,000 in a corporate
bank account, the report states, citing Mr. Robillard.

Earl Jones Consulting was a company ran by investment adviser Earl
Jones.  The Company in July 2009 was declared bankrupt by
the Quebec Superior Court in Montreal.  Quebec's securities
regulator alleges Mr. Jones swindled at least 50 investors out of
at least $30 million in a possible Ponzi scheme.


EXTENDED STAY: Five Mile Wants Case Remanded to Supreme Court
-------------------------------------------------------------
Five Mile Capital II SPE ESH LLC asks the U.S. Bankruptcy Court
for the Southern District of New York to transfer the lawsuit
filed against Cerberus Capital Management LP and three other
entities back to the New York Supreme Court.

Five Mile Capital's request came after the Lawsuit was
transferred to the Bankruptcy Court following the Chapter 11
petition of Extended Stay Inc. and its affiliated debtors on
grounds that it is related to the Debtors' bankruptcy.

Five Mile sued Cerberus, Centerbridge Partners LP, The Blackstone
Group Inc. and GEM Capital Management Inc. after the defendants
allegedly negotiated with the Debtors on the restructuring of the
Debtors' debt.  Five Mile asserted that the negotiations led to
an agreement on the terms of a restructuring that was detrimental
to the Debtors while beneficial to the defendants.

Attorney for Five Mile, Jeffrey Golenbock, Esq., at Golenbock
Eiseman Assor Bell & Peskoe LLP, in New York, says the Lawsuit is
not a core proceeding in the Debtors' bankruptcy cases and its
outcome will have no bearing on those cases.

"None of the Debtors are party to the action and none of their
property will be affected by Five Mile's claims," Mr. Golenbock
says.  He adds that the claims are based on the defendants'
violation of the terms of their trust and servicing agreement by
engaging in the negotiations, and do not concern the
administration of the Debtors' estates.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Lichtenstein Opposes BofA Bid to Remand Suit
-----------------------------------------------------------
David Lichtenstein, chairman of Lightstone Group LLC, opposes
Bank of America N.A.'s bid to remand the lawsuit BofA filed,
together with two other banks, against him and his company to the
New York Supreme Court.

In court papers, Mr. Lichtenstein asks the U.S. Bankruptcy Court
for the Southern District of New York to deny the remand request
of Bank of America, Wachovia Bank N.A., and U.S. Bank N.A.  Mr.
Lichtenstein maintains that the BofA Lawsuit is a "core
proceeding" in the bankruptcy cases of Extended Stay Inc. and its
affiliated debtors.

The Plaintiffs' motion to remand relies on the sole argument that
because the defendants have no indemnification right against the
Debtors, remand must be granted, says David Friedman, Esq., at
Kasowitz Benson Torres & Friedman LLP, in New York, on behalf of
Mr. Lichtenstein.  "This argument is both wrong and devoid of
legal support."

"In focusing their attention on indemnification, plaintiffs
ignore the many other facts that make this action a core
bankruptcy proceeding not subject to remand," Mr. Friedman
contends.

Bank of America, Wachovia Bank and U.S. Bank sought a remand of
their Lawsuit after the Lawsuit was transferred to the Bankruptcy
Court pursuant to a July 10, 2009 order from the U.S. District
Court for the Southern District of New York.  The BofA Lawsuit
was initially filed in the Supreme Court after Lightstone
Holdings and Mr. Lichtenstein allegedly failed to honor their
obligation to pay $100 million to the Banks as guarantors under a
series of guaranty agreements.

The Banks asserted that the Lawsuit is not related to the
Debtors' bankruptcy proceedings as their claim is directed
against Lightstone as well as Mr. Lichtenstein, who is not a
debtor and who has waived any right to seek indemnification from
the Debtors.  The Banks also asserted that their claim is based
purely on state law.

Mr. Friedman contends that the Banks are suing Lightstone and its
chairman on a guaranty that was triggered by the Debtors'
bankruptcy filing and thus, resulting in the Lawsuit directly
implicating "the federal preemption doctrine and public policy
questions" which the Bankruptcy Court is qualified to adjudicate.

Mr. Friedman emphasizes that in placing the creditors' interests
above their own by filing the Debtors' Chapter 11 petition, Mr.
Lichtenstein and his company "vindicated the public policy aims
that bankruptcy law protects -- the unencumbered access to
bankruptcy protection to maximize value, stabilize assets and
preserve jobs."

"The federal preemption and policy questions, coupled with the
fact that the Debtors' bankruptcy filing itself was the alleged
trigger for liability under the guarantees, make this a core
bankruptcy matter," Mr. Friedman maintains.

The Debtors, which are currently seeking Bankruptcy Court
approval to intervene in the BofA Lawsuit, also criticize the
proposed transfer of the Lawsuit to the Supreme Court.

On the Debtors' behalf, Howard Comet, Esq., at Weil Gotshal &
Manges LLP, in New York, says that the Banks gloss over the fact
that ESI and Homestead Village LLC are also subject to the same
obligations under the guaranty agreements.  "While the [lawsuit]
does not name any of the Debtors as defendants, plaintiffs seek
to hold [Mr. Lichtenstein and Lightstone] liable under certain
guaranty provisions based on the mere fact that the Debtors have
commenced these chapter 11 cases," he points out.

"If the [lawsuit] were to be remanded to state court, the Debtors
would inevitably become active, if reluctant, participants in
discovery and have to expend substantial resources given that
they are in possession of substantially all of the relevant
documents," Mr. Comet further says.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Line Trust Want Suit Move to Supreme Court
---------------------------------------------------------
David Lichtenstein, chairman of Lightstone Group LLC, asks the
U.S. Bankruptcy Court for the Southern District of New York to
deny Line Trust Corporation Ltd. and Deuce Properties Ltd.'s bid
to remand their lawsuit against certain parties, which include
Mr. Lichtenstein, to the New York Supreme Court.

The Lawsuit is captioned Line Trust Corporation Ltd. and Deuce
Properties Ltd. vs. David Lichtenstein, Lightstone Holdings LLC,
Wells Fargo Bank, N.A., Wachovia Bank N.A., Bank of America NA,
US Bank National Association, Cerberus Capital Management LP,
Centerbridge Partners LP, and John Does 1-20.

Line Trust and Deuce Properties seek a transfer of their Lawsuit
back to the New York Supreme Court where it was initially filed
after it was transferred to the Bankruptcy Court as a result of
the Chapter 11 filings of Extended Stay Inc. and its affiliated
debtors.  Line Trust and Deuce Properties argued that the Lawsuit
is not related to the Debtors' bankruptcy cases.

Line Trust and Deuce Properties filed their Lawsuit against Mr.
Lichtenstein after he allegedly failed to honor his obligations
to pay them $100 million as guarantor under certain guaranty
agreements.  They also accused Mr. Lichtenstein of being induced
by Bank of America N.A. and other lenders to put the Debtors to
bankruptcy to push junior loan holders out of the money, and that
the Lenders promised to indemnify Mr. Lichtenstein against $100
million in liabilities and provide a $5 million "litigation
defense war chest" to resist potential claims from junior
lenders.

Attorney for Mr. Lichtenstein, David Friedman, Esq., at Kasowitz
Benson Torres & Friedman LLP, in New York, says the proposed
transfer of the Lawsuit must be denied on grounds that it is
intertwined with the Debtors' bankruptcy cases.

"Plaintiffs are suing [Mr. Lichtenstein] and Lightstone on a
guaranty that was triggered by the bankruptcy filing itself," Mr.
Friedman says in court papers.  "As a result, this action
directly implicates the federal preemption doctrine and public
policy questions that th[e] [Bankruptcy] Court is uniquely
qualified to adjudicate."

He points out that in placing the creditors' interests above
their own by filing the Debtors' petition, Mr. Lichtenstein and
his company "vindicated the public policy aims that bankruptcy
law protects--the unencumbered access to bankruptcy protection to
maximize value, stabilize assets and preserve jobs."

"The federal preemption and policy questions, coupled with the
fact that the bankruptcy filing itself was the alleged trigger
for liability under the guarantees, make this a core bankruptcy
matter," Mr. Friedman says.

The proposed transfer of the lawsuit to the New York Supreme
Court also drew flak from Cerberus Capital Management LP,
Centerbridge Partners LP, Wells Fargo Bank N.A. and the Debtors,
who are currently seeking Bankruptcy Court approval to intervene
in the Lawsuit.

In a separate filing, Bank of America and U.S. Bank National
Association seek dismissal of the Lawsuit, saying it is baseless
and failed to prove that they "caused any injury that could give
rise to any claim."

"In the absence of any allegation of injury, [Line Trust and
Deuce Properties'] complaint as against the defendants must be
dismissed with prejudice for failure to state claims upon which
relief may be granted," the Banks argue.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: U.S. Trustee Files Motion to Appoint Examiner
------------------------------------------------------------
Diana Adams, the U.S. Trustee for Region 2, asks the U.S.
Bankruptcy Court for the Southern District of New York to appoint
an examiner to investigate into the events and circumstances that
lead to the bankruptcy filing of Extended Stay Inc. and its
debtor affiliates pursuant to Section 1104(c) of the Bankruptcy
Code.

Ms. Adams seeks the appointment of an examiner to investigate and
report in particular, on the structuring, negotiation and closing
of the acquisition of the Debtors in 2007 by an investment
consortium led by Lightstone Group LLC Chairman David
Lichtenstein.

Mr. Lichtenstein acquired the Debtors from Blackstone Group LP in
April 2007 through a $7.4 billion secured loan he availed from
Wachovia Bank N.A., Bank of America N.A, and Bear Stearns
Commercial Mortgage Inc.  The $7.4 billion loan consisted of a
$3.3 billion "mezzanine" loan and a $4.1 billion mortgage loan.

The U.S. Trustee's request came after some groups threw
allegations of fraud and dishonesty against Mr. Lichtenstein and
the lenders.  Those groups, which include Line Trust Corporation
Ltd. and Deuce Properties Ltd., accused the lenders of inducing
Mr. Lichtenstein to put the Debtors in bankruptcy to push junior
loan holders out of the money.  In return, the lenders allegedly
promised to indemnify Mr. Lichtenstein against $100 million in
liabilities and provide another $5 million to fight claims that
might be asserted by junior lenders.

Line Trust and Deuce Properties are investors that contributed
$214 million in the aggregate to the junior debt used for the
acquisition of the Debtors.  Line Trust and Deuce Properties have
commenced a lawsuit against Mr. Lichtenstein and the lenders
before the Supreme Court for the State of New York barely two
months ago.

"The acquisition and the events that unfolded after th[e]
[acquisition] transaction, leading to the ultimate bankruptcy
filings [of Extended Stay], require investigation by an
independent third party," Ms. Adams says in court papers.

"When such allegations of fraud and dishonesty, and breach of
fiduciary duty involving the current management are present, the
appointment of an examiner is warranted," Ms. Adams maintains.

The U.S. Trustee also wants to find out through the investigation
if the Debtors' estates have claims against the lenders, Mr.
Lichtenstein and any of the companies that he controls.

The appointment of an examiner to undertake the investigation is
preferable, the U.S. Trustee maintains, to avoid the costs
related to having multiple parties conduct the same discovery and
bringing piecemeal litigation in the Debtors' Chapter 11
proceedings.

Maiden LLC has expressed support for the proposed appointment of
an examiner, saying it would bring the much needed transparency
and independence to the Debtors' bankruptcy cases.

"Having an independent investigation conducted by an examiner
would provide the added benefit of minimizing the need for
duplicative discovery by various parties," Maiden LLC related in
a statement filed in Court.  Maiden LLC asks the Court to
authorize any examiner appointed in the Debtors' cases to issue
subpoenas to compel the production of documents and to compel the
witnesses to testify in connection with the contemplated
investigation.

In a separate report, The Wall Street Journal related that the
U.S. Federal Reserve has exposure to the Extended Stay bankruptcy
by virtue of a fund it created called Maiden Lane, which holds
about $900 million in Extended Stay debt.  The Federal Reserve is
working with BlackRock Inc. and other advisers to try to maximize
its recovery on that debt, according to Lingling Wei and Jon
Hilsenrath of The Journal.

The Federal Reserve created Maiden Lane to take over "$30 billion
of assets from the Bear Stearns collapse and hotel debt accounts
for 79% of the commercial mortgages held by that fund," the news
source revealed.

The Federal Reserve is torn between recovering on its exposure to
the Extended Stay debt and analyzing what went wrong with the
market for commercial mortgage-backed securities or CBMS, a type
of financing utilized by Extended Stay, The Journal pointed out.
In this light, the Federal Reserve supports the U.S. Trustee's
move for an investigation of the Extended Stay collapse by an
independent examiner, according to the report.

The hearing to consider approval of the Examiner Motion has been
scheduled for September 22, 2009.  Creditors and other concerned
parties have until September 16, 2009, to file their objections.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Wants to Hire PKF Consulting as Appraisers
---------------------------------------------------------
Extended Stay Inc. and its affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
PKF Consulting as their appraisers effective as of August 18,
2009.

The Debtors have selected PKF Consulting because of its extensive
experience and knowledge in the field of real estate appraisal
and valuation-consulting services and its particular expertise in
the hospitality industry, says Jacqueline Marcus, Esq., at Weil
Gotshal & Manges LLP, in New York.  The Debtors add that being a
member of Pannell Kerr Forster International Ltd, PKF Consulting
also has "direct access to the resources of one of the world's
largest accounting and consulting firms."

The Debtors relate that at about August 18, 2009, they engaged
PKF Consulting to prepare an analysis of the liquidation value of
their assets.  As appraisers to the Debtors, PKF Consulting will
be tasked to conduct appraisals of the Debtors' properties,
including the Debtors' 664 hotels and corporate office building,
and provide consulting services or expert testimony, if required.
The Debtors may also request PKF Consulting to appraise certain
properties, which do not constitute collateral for their $4.1
billion pre-bankruptcy loan, including two certain properties
owned by ESA UD Properties LLC.

Specifically, PKF Consulting will perform preliminary valuation
services, including (1) physical inspections of each property,
(2) analysis of the historical operating performance of each
property, (3) review and evaluation of leases and management
agreements, (4) evaluation of the economic environment of each
property's local and regional markets, (5) research of relevant
market data to the extent necessary to provide credible appraisal
results, (6) review and evaluation of terms associated with sales
of similar types of hotel properties located within each local
market, and (7) other services the Debtors and the Debtors'
counsel agree with the firm as appropriate.

Ms. Marcus tells the Court that the services to be provided by
PKF Consulting will be utilized in connection with confirmation
of a plan of reorganization for the Debtors and perhaps, in
connection with plan negotiations with various creditor
constituencies.

The Debtors will pay for PKF Consulting's services in accordance
with the firm's customary hourly rates, which are:

    Senior and Executive Vice Presidents    $325 - $500
    Vice President                          $275 - $325
    Associates                              $225 - $275
    Consultants                             $150 - $225

Nevertheless, in light of the magnitude of its services, PKF
Consulting has agreed to limit its total fees for valuation
services to $2.25 million, excluding expenses.  If the Debtors
decide that a physical inspection of a sample of hotels is all
that is necessary, PKF Consulting's cap on the amount of fees for
the appraisal will be limited to $1.75 million.

The Debtors also agree to pay for the firm's out-of-pocket
expenses, including travel expenses and lodging costs.

The Debtors have also agreed to provide PKF with a $900,000
refundable retainer, upon the Court's approval of the PKF
Employment Application.  Any fees and expenses owed to PKF will
be charged against the Retainer.

Thomas Callahan, co-president and chief executive officer of
PKF Consulting, assures the Court that his firm does not
represent or hold interest adverse to the Debtors or their
estate, and that it is a "disinterested person" under Section
101(14) of the Bankruptcy Code.

Mr. Callahan will oversee PKF Consulting's engagement with the
Debtors.  Professor Jack Corgel and Mark Woodworth will also be
available to render services in connection with the contemplated
retention.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


FELLOWS ENERGY: Has Yet to File Q1 and Q2 2009 Financial Reports
----------------------------------------------------------------
Fellows Energy Ltd. has yet to file its quarterly reports on Form
10-Q for the periods ended June 30, 2009, and March 31, 2009.

"The compilation, dissemination and review of the information
required to be presented in the Form 10-Q for the relevant fiscal
quarter has imposed time constraints that have rendered timely
filing of the Form 10-Q impracticable without undue hardship and
expense to the [Company].  The [Company]undertakes the
responsibility to file such quarterly report no later than five
days after its original due date," George S. Young, the Company's
Chief Executive Officer, said on August 17.

In May 2009, the Company filed its unaudited Annual Report on Form
10-K for the period ended December 31, 2008.  The Company said as
of December 31, 2008, it had total assets of $1,060,897, and total
current liabilities of $3,097,998, interest payable - related
party of $775,826, and notes payable - related party of
$3,406,858.

                       About Fellows Energy

Based in Lafayette, Colo., Fellows Energy Ltd. (OTC BB: FLWE) --
http://www.fellowsenergy.com/-- is an early stage oil and gas
company focused on exploration and production of natural gas and
oil in the Rocky Mountain Region.


FIRSTFED FINANCIAL: Files Monthly Financial Data as of July 31
--------------------------------------------------------------
FirstFed Financial Corp. a summary monthly financial data as of
and for the period ended July 31, 2009.

FirstFed reported total assets of $6,318,798,000 at July 31, 2009,
lower compared to $6,367,188,000 at June 30, 2009, and
$7,429,429,000 at July 31, 2008.

FirstFed had gross loans receivable of $5,978,309,000 at July 31,
2009, lower compared to $6,133,210,000 at June 30, 2009, and
$6,579,861,000 at July 31, 2008.

A full-text copy of the monthly report is available at no charge
at http://ResearchArchives.com/t/s?4310

As reported by the Troubled Company Reporter on August 21, 2009,
FirstFed's second quarter report on Form 10-Q includes a note on
its ability to continue as a "going concern".

The Company and its banking unit First Federal Bank of California
are operating under Amended Orders to Cease and Desist issued on
May 28, 2009, by the Office of Thrift Supervision.  As required by
the Amendments, the Company and the Bank have submitted a detailed
capital plan to the OTS addressing how the Bank will meet and
maintain a tier 1 core capital ratio of 7% and a minimum total
risk-based capital ratio of 14% by September 30, 2009.

The Bank's risk-based capital ratio was 9.63% at June 30, 2009 and
its core and tangible capital ratios were 4.79%.  These capital
ratios are below the levels required by the Bank's federal
regulators to be considered "well capitalized".

"The ability of the Company and the Bank to continue to meet all
of the requirements of the Amendments and the Orders will be
affected by market conditions in the economy and other
uncertainties.  Declining real estate values and rising
unemployment in the state of California could have a significant
impact on future losses incurred on loans.  In addition, there can
be no assurance in the current economic environment that the
Company will be able to raise capital to regain "well capitalized"
status or to meet future regulatory requirements.  Due to these
conditions and events, substantial doubt exists in the Company's
ability to continue as a going concern," the Company stated.

FirstFed posted a comprehensive loss $48.74 million or $3.37 per
diluted share of common stock for the second quarter of 2009
compared with a comprehensive loss of $36.56 million or $2.60 per
diluted share of common stock for the second quarter of 2008.

A copy of the Company's Form 10-Q filed with the Securities and
Exchange Commission is available at:

             http://researcharchives.com/t/s?4269

FirstFed Financial Corp. (Pink Sheets: FFED) is the parent company
of First Federal Bank of California.  The Bank operates 39 retail
banking offices in Southern California.

At June 30, 2009, the Company had $6.36 billion in total assets
and $6.20 billion in total liabilities.


FIRSTFED FINANCIAL: Special Stockholders' Meeting on Sept. 30
-------------------------------------------------------------
A special meeting of stockholders of FirstFed Financial Corp. will
be held at its Corporate Headquarters, located at 12555 West
Jefferson Boulevard, in Los Angeles, California, on September 30,
2009 at 10:00 a.m., local time, for these purposes:

     (1) To approve an amendment to its restated certificate of
         incorporation to increase the number of authorized shares
         of its common stock from 100,000,000 to 5,000,000,000;

     (2) To approve an amendment to its restated certificate of
         incorporation to (i) effect a reverse stock split of its
         common stock by a ratio of not less than one-for-10 and
         not more than one-for-70 at any time prior to August 31,
         2010, with the exact ratio to be set at a whole number
         within this range as determined by the Board of Directors
         in its sole discretion, and (ii) reduce the number of
         authorized shares of its common stock by the reverse
         stock split ratio determined by the Board of Directors;
         and

     (3) To approve an adjournment of the special meeting to allow
         time for further solicitation of proxies in the event
         there are insufficient votes present at the meeting, in
         person or by proxy, to approve the amendments to its
         restated certificate of incorporation to effect the
         Authorized Share Increase and the Reverse Stock Split.

The Board of Directors urges stockholders to vote FOR Items 1, 2
and 3.

Stockholders of record at the close of business on August 26,
2009, are entitled to vote at the special meeting or any
adjournment or postponement thereof.

A full-text copy of the Company's proxy statement is available at
http://ResearchArchives.com/t/s?4311

As reported by the Troubled Company Reporter on August 21, 2009,
FirstFed's second quarter report on Form 10-Q includes a note on
its ability to continue as a "going concern".  The Company and its
banking unit First Federal Bank of California are operating under
Amended Orders to Cease and Desist issued on May 28, 2009, by the
Office of Thrift Supervision.  As required by the Amendments, the
Company and the Bank have submitted a detailed capital plan to the
OTS addressing how the Bank will meet and maintain a tier 1 core
capital ratio of 7% and a minimum total risk-based capital ratio
of 14% by September 30, 2009.

FirstFed Financial Corp. (Pink Sheets: FFED) is the parent company
of First Federal Bank of California.  The Bank operates 39 retail
banking offices in Southern California.

At June 30, 2009, the Company had $6.36 billion in total assets
and $6.20 billion in total liabilities.


FOUNTAIN POWERBOAT: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Fountain Powerboat Industries, Inc.
        PO Drawer 457
        Washington, NC 27889

Bankruptcy Case No.: 09-07132

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Fountain Powerboats, Inc.                          09-07133
Fountain Dealers' Factory Superstore, Inc.         09-07134
Baja by Fountain, Inc.                             09-07135

Chapter 11 Petition Date: August 24, 2009

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

Judge: Randy D. Doub

Debtor's Counsel: John A. Northen, Esq.
                  Northen Blue, LLP
                  PO Box 2208
                  Chapel Hill, NC 27515-2208
                  Tel: (919) 968-4441
                  Fax: (919) 942-6603
                  Email: jan@nbfirm.com

                  Stephanie Osborne-Rodgers, Esq.
                  Northern Blue
                  PO BOX 2208
                  Chapel Hill, NC 27515-2208
                  Tel: (919)  968-4441
                  Email: sor@nbfirm.com

Total Assets: $3

Total Debts: $19,619,331

A full-text copy of the Debtors' petition, including a list of
their 3 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/nceb09-07132.pdf

The petition was signed by Irving Smith, chief financial officer
of the Company.


FRESH DEL: S&P Raises Corporate Credit Rating to 'BB'
-----------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Cayman Islands-based Fresh Del Monte
Produce Inc., to 'BB' from 'BB-'.  The outlook is positive.  About
$335 million of debt was outstanding as of June 26, 2009.

"The upgrade reflects what S&P view as Fresh Del Monte's improved
financial risk profile," said Standard & Poor's credit analyst
Alison Sullivan.  The company successfully refinanced its prior
revolving credit facility that was due to mature in November 2009,
and $100 million term loan due 2011.  As of July 17, 2009, about
$166.6 million was available under a new $500 million revolver
that matures in 2013.  In addition, Fresh Del Monte has sustained
strong credit measures, including 1.6x leverage and 59% funds from
operations to total debt for the 12 months ended June 26, 2009.

The ratings on Fresh Del Monte reflect its participation in the
highly variable, commodity-oriented fresh fruit and vegetable
industry.  Uncontrollable factors such as global supply, world
trade policies, political risk, currency swings, weather, and
disease affect the industry.  Fresh Del Monte benefits from its
leading positions in the production, marketing, and distribution
of fresh produce.

Fresh Del Monte is the No. 1 marketer of fresh pineapples
worldwide, and the No. 3 marketer of bananas worldwide.  However,
product concentration remains a rating concern, because of the
high sales and earnings concentration from bananas and pineapples,
respectively, and intense competition in those markets.  Fresh
produce operating results are also subject to seasonality, with
about 60% of gross profit skewed toward the first half of the
calendar year, before local summer fruit enters the market in the
northern hemisphere.  The company has a royalty-free perpetual
license to use the Del Monte trademark for processed and/or canned
food, juices, snacks, and desserts, in Europe, Africa, and the
Middle East.

S&P assumes Fresh Del Monte will maintain credit measures that are
stronger than its rating category to compensate for inherent
volatility in the produce industry.  S&P could consider an upgrade
if the company can sustain improved credit measures, and maintain
a rolling two-year quarterly average leverage of about 2x or less,
and average FFO to total debt of about 40%.  A potential upgrade
would also require a prudent financial policy with respect to
acquisitions and modest share repurchases.  The outlook could be
revised to stable if financial policy becomes more aggressive,
and/or Fresh Del Monte's average credit measures decline to about
2.5x leverage and 30%-35% FFO to total debt.


FOUNTAIN POWERBOAT: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Fountain Powerboat Industries, Inc., has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court in the Eastern
District of North Carolina.

Fountain Powerboat listed said in court documents that it has
$3 in assets, listed under personal property.  Fountain Powerboat
listed $1 each for Baja by Fountain, Fountain Dealers' Factory
Superstore, and Fountain Powerboats.

Fountain Powerboat listed more than $19.6 in debts owed to Regions
Bank.

According to court documents, Fountain Powerboat is seeking court
permission to sell "substantially all" of its tangible and
intangible assets, including the real estate, tooling in North
Carolina, brand names, and unsold inventory for the Fountain and
Baja brands.  Fountain Powerboat said that the sale of these
assets could bring in $6 to $8 million or more, Beth Rosenberg at
Trade Only Today relates.

Fountain Powerboats, Inc., a subsidiary of Fountain Powerboat
Industries, Inc., has its executive offices and manufacturing
facilities along the Pamlico River in Beaufort County, North
Carolina.  The Company designs, manufactures and sells offshore
sport boats, sport fishing boats and express cruisers that target
the segment of the recreational power boat market where speed,
performance, safety and quality are the main criteria for
purchase.  These recreational boats are based upon an innovative,
award-winning design enabling world class performance while using
standard reliable power.  There are currently 12 buildings located
on 65 acres totaling over 237,000 square feet accommodating 40 to
45 boats in various stages of construction at any one time.  The
present plant site can also accommodate up to 300,000 square feet
of additional manufacturing space.  The land and buildings are
wholly owned by Fountain Powerboat Industries, Inc., and its
subsidiary, Fountain Powerboats.


GENERAL MOTORS: Advisers Suggest Keeping Opel for Euro Presence
---------------------------------------------------------------
General Motors Co. advisers are recommending that the board
consider spurning a German-backed sale of its Opel unit to retain
a bigger presence in Europe and Russia, Serena Saitto and Jeff
Green at Bloomberg News report, citing a person familiar with the
discussions.

Bloomberg relates, the person, who asked not to be identified
because the talks aren't public, said the advisers suggest that GM
seek aid from other European governments to retain ownership of
Opel as an alternative to surrendering control to a group led by
Canada's Magna International Inc. or to Brussels-based RHJ
International SA.

According to Bloomberg, GM's new board, dominated by members
appointed after the Obama administration forced the company into
bankruptcy, is questioning the decision made by previous directors
to give up control of the unit to save it.

Citing people familiar with the unit's finances, Bloomberg
discloses Opel has enough cash to operate well into the fourth
quarter without new loans.  Opel and its sister brand Vauxhall
also have operations in the U.K., Spain and Poland, among the
larger nations that may be asked to contribute aid for the
Ruesselsheim, Germany-based automaker's restructuring, Bloomberg
says.

                               Talks

German officials will hold talks with an unidentified GM executive
in Berlin this week in a bid to encourage a decision, Bloomberg
discloses.  Bloomberg notes Ulrich Wilhelm, German Chancellor
Angela Merkel's chief spokesman said Germany sees no evidence that
GM is pulling back from its intention to sell.

                             Decision

Aaron Kirchfeld at Bloomberg News reports Roland Koch, the state
premier of Hesse, and Peer Steinbrueck, Germany's finance
minister, are calling on GM to decide on a buyer for Opel.

Bloomberg relates Mr. Koch told Die Welt "nothing has changed" in
Germany's preference for Magna and the German government will only
provide EUR4.5 billion (US$6.4 billion) in guarantees if it has
the most possible security that taxpayers can be paid back, while
Mr. Steinbrueck told Handelsblatt the government won't offer a
financing concept or bridge financing to RHJ.

Bloomberg notes Mr. Steinbrueck said in an interview with
Handelsblatt there should be a decision on the future of GM's Opel
unit as quickly as possible and it is "irritating" that GM's board
hasn't decided yet.

                              Workers

Chris Reiter at Bloomberg News reports Armin Schild, an official
with the IG Metall union, said Opel workers plan to pressure GM
into accepting an offer to sell a majority stake to a group led by
Magna.

"The parent needs to understand that there's no going back,"
Bloomberg quoted Mr. Schild quoted as saying in an e-mail.
"Neither the continuation of the waiting game aimed at the unit's
insolvency nor a return to 'un-independence' will be accepted
without opposition."

Mr. Schild, as cited by Bloomberg, said that neither RHJ nor GM
have the trust of Opel's 55,000 employees in Europe, while a
GM-Opel-Magna deal is "signature ready" and would represent a
"win-win-win."

Bloomberg states unions are concerned that an opportunity to
secure the independence from GM of Opel, which is based near
Frankfurt, may be lost if a deal isn't agreed before federal
elections on Sept. 27.

Bloomberg discloses German newspaper Bild, citing Schild's office,
reported yesterday union leaders plan to decide on protest plans
today, Aug. 25.  Bloomberg notes the newspaper said that workers
may rally this weekend in front of the U.S. Embassy, which is next
to the Brandenburg Gate in Berlin.

As reported in the Troubled Company Reporter-Europe on Aug. 24,
2009, Bloomberg News said GM postponed a decision on the sale of
its Opel division after the board questioned the German
government's financing of a bid from Magna and sought information
on funding for an offer from RHJ.  The board hasn't scheduled
another meeting or set a deadline for a decision.

                       About General Motors

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

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

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

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

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

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

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


GENOIL INC: Posts C$3 Million Net Loss in 1H of 2009
----------------------------------------------------
Genoil Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 6-K for three and six months ended
June 30, 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of C$4.52 million, total liabilities of C$1.95 million and
shareholders' equity of C$2.57 million.

For three months ended June 30, 2009, the Company posted a net
loss of C$1.41 million compared with a net loss of C$1.13 million
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of C$2.86 million compared with a net loss of C$4.59 million for
the same period in 2008.

The Company said that its ability to continue as a going concern
is in substantial doubt and is dependent on achieving profitable
operations, commercializing its upgrader technology, and obtaining
the necessary financing in order to develop this technology
further.  The Company will continue to review the prospects of
raising additional debt and equity financing to support its
operations until the time that its operations become self-
sustaining, to fund its research and development activities and to
ensure the realization of its assets and discharge of its
liabilities.

The Company added that it is not expected to be profitable during
the ensuing twelve months and therefore must rely on securing
additional funds from either issuance of debt or equity financing
for cash consideration.

A full-text copy of the financial statements is available for free
at http://ResearchArchives.com/t/s?42e6

Genoil Inc. is a technology development company based in Alberta,
Canada.  The company has developed innovative hydrocarbon and oil
and water separation technologies.  The Company's securities trade
on both the TSX Venture Exchange (Symbol: GNO) and the NASDAQ OTC
Bulletin Board (Symbol: GNOLF).


GROUNDHOG MINES: Files Chapter 11 in Anchorage
----------------------------------------------
According to Bloomberg News, Groundhog Mines LLC and its affiliate
Nika Mines LLC filed Chapter 11 petition in Anchorage, Alaska.
Both say in their petitions that debts are less than $500,000
while assets exceed $10 million.  The gold, copper and molybdenum
mines have rights in almost 72,000 acres of undeveloped land in
Alaska, according to the Web site.  Groundhog Mines and Nika Mines
filed for Chapter 11 on August 20 (Bankr. D. Alaska Case Nos. 09-
00574 and 09-00575).


ICONIX BRAND: S&P Changes Outlook to Stable, Affirms 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on New York-based Iconix Brand Group Inc. to stable from
negative.  At the same time, S&P affirmed the 'B+' corporate
credit rating.  As of June 30, 2009, Iconix had about $640 million
in adjusted debt outstanding (adjusted for operating leases and
full amount of convertible debt, which is unadjusted for APB 14-1,
"accounting for convertible debt instruments that may be settled
in cash upon conversion").

"The outlook revision reflects Iconix's ability to maintain its
current operating performance amid a very weak retail environment,
reduce its debt leverage and improve credit protection measures
over the past two years, and sustain an adequate liquidity
profile," said Standard & Poor's credit analyst Bea Chiem.  S&P
estimate for the 12 months ended June 30, 2009, EBITDA margins
were about 76% and leverage declined to about 3.9x as compared
with 4.7x during the same period in 2008.  S&P also believe that
Iconix has adequate liquidity.

"The ratings on Iconix Brand Group reflect its participation in
the highly competitive and volatile fashion apparel industry, a
high degree of licensing contract renewal risk, an aggressive
acquisition strategy, and ownership of some brands that require
revitalization," added Ms. Chiem.  Iconix benefits, to an extent,
from the diversity and strong recognition of brands, and the
company's high margin, high cash flow, and royalty income-based
business model.

The majority of Iconix's retail licensing agreements will be up
for renewal in the next three years, many for the first time under
Iconix's brand management.  In addition, the company has an
aggressive growth strategy, as demonstrated by the 16 brands
acquired since 2004.  In 2008, the company expanded its presence
in China and Latin America through joint ventures.  Recently,
Iconix purchased a 50% interest in Ed Hardy brands and trademarks.
Standard & Poor's expects the company to continue to make
acquisitions and enter into partnerships to diversify its brand
portfolio and build scale to support its licensing business.

The stable outlook reflects the company's ability to maintain
solid operating margins and adequate liquidity amid the weak
retail environment.  Despite the company's exposure to the
intensely competitive apparel industry and currently difficult
operating environment, S&P expects Iconix to maintain its high
EBITDA margins and cash flows resulting from its growing royalty
income streams.  S&P could revise the outlook to negative if
Iconix issues additional debt and increases leverage significantly
(to more than 5x) to fund a sizable acquisition, or if the company
cannot renew its licensing agreements, generate the expected
levels of royalty income and its financial condition deteriorates
and the covenant cushion level tightens.  Although unlikely over
the near term, S&P may consider an outlook revision to positive
if the company reduces debt leverage significantly, while
achieving strong operating results.


JEFFERSON COUNTY: State Supreme Court Hands Tax Defeat
------------------------------------------------------
The Alabama Supreme Court upheld a lower court ruling that
Jefferson County's occupational tax was repealed in 1999.  The
ruling means that Jefferson County won't have access to the tax
money it collected but placed in escrow, the newspaper reported.

While Governor Bob Riley signed a bill this month approving a new
occupational tax for Jefferson County, Jefferson County wanted a
Supreme Court ruling that would allow them to spend the funds
collected under the previous version of the levy, the newspaper
reported.

As reported by the Troubled Company Reporter on August 17, 2009,
Alabama's Senate and House of Representatives have separately
approved a measure authorizing a new occupational tax for
Jefferson County, which is on the brink of insolvency.  The new
tax legislation authorizes a 0.45% levy on businesses in the
county and a referendum on the tax in 2012.  If voters reject the
levy, it will be phased out by 2016.

After state lawmakers failed to agree on a new occupational tax in
May, Jefferson County put more than 900 employees, or about 30% of
its workforce, on unpaid leave, in order to cut costs.  As a
result, according to County Commission President Bettye Fine
Collins, the county's 640,000 residents are enduring long lines
and delays in county services as a result of the cuts.

Bloomberg relates that the county's occupational tax problems have
superseded a sewer debt crisis that began last year when interest
rates on $3 billion of sewer debt soared as high as 10% amid Wall
Street's credit crunch.  Banks, including JPMorgan Chase & Co. and
Bank of America Corp., have granted the county forbearance
agreements on its sewer debt.

                    About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.  The Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.  Porter, White & Co. in Birmingham is
the county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

As reported by the TCR on July 24, 2009, Moody's Investors Service
has affirmed the Caa3 rating and negative outlook on Jefferson
County's (Alabama) outstanding $3.2 billion sewer revenue bonds.
Moody's underlying Caa3 rating reflects the likelihood of eventual
repayment by the county of principal, irrespective of outside
enhancement through bond insurance.  It does not reflect the
claims paying ability of Syncora, which is rated Ca and failed to
fulfill its obligation to make a July 1 Bank Bond principal
payment.


INNOVATIVE CARD: Discloses Looming Liquidity Crisis
---------------------------------------------------
Innovative Card Technologies, Inc., said as of August 10, 2009, it
has approximately $36,000 in cash.  Combined with anticipated
revenue collections and planned expense reductions, the Company
believes this amount will last through the third quarter of 2009.

The Company reported a net loss of $1,309,120 for the three months
ended June 30, 2009, from a net loss of $800,715 for the same
period a year ago.  The Company had a net loss of $12,215,389 for
the six months ended June 30, 2009, from a net loss of $2,763,156
for the same period a year ago.

Revenue for the three months ended June 30, 2009, and 2008 was
$1,296,645 and $800,209, respectively.

As of June 30, 2009, the Company had total assets of $1,996,871
and total liabilities of $16,221,667, resulting in stockholders'
deficiency of $14,224,796.

The Company has a history of recurring losses from operations and
has an accumulated deficit of $44,692,435 as of June 30, 2009.
"We incurred net losses of $8,929,537 for the twelve months ending
December 31, 2008.  During the six months ending June 30, 2009, we
incurred additional net losses of $12,215,389.  Sales of the
InCard DisplayCard, the Company's main product, are not expected
to generate positive cash flow until the fourth quarter of 2009.
As a result, there is substantial doubt about the Company's
ability to continue as a going concern at June 30, 2009 and
December 31, 2008," the Company said.

"Management's plan regarding these matters is to increase sales,
resulting in reduced losses and raise additional debt and/or
equity financing to cover operating costs as well as its
obligations as they become due.

"There can be no assurances that funds will be available to the
Company when needed or, if available, that such funds would be
available under favorable terms.  In the event that the Company is
unable to generate adequate revenues to cover expenses and cannot
obtain additional funds in the near future, the Company may seek
protection under bankruptcy laws.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?42f8

A full-text copy of its the Company's news statement announcing
financials for the second quarter of 2009 is available at no
charge at http://ResearchArchives.com/t/s?42f9

              Exec Board Compensation Policy Amended

On July 22, 2009, Innovative Card Technologies amended its non-
executive board compensation policy.  Pursuant to the terms of the
Policy, non-employee directors will be entitled to the following
compensation for service on the Company's board of directors:

     -- First Year Grant.  Upon joining the board, members will
        receive options to purchase 100,000 common shares.  The
        options shall vest as follows: (i) 25,000 shall vest on
        the one month anniversary of joining the Board; and (ii)
        75,000 shall vest quarterly over a one year period
        commencing on the date such Director joins the Board.

     -- Annual Grant.  Starting on the first year anniversary of
        commencing service as a board member, and each subsequent
        anniversary thereafter, each eligible director will be
        granted options to purchase 50,000 shares of common stock.
        These Annual Grants will vest quarterly during the year.

     -- Committee Grant.  Each Director will receive options to
        purchase an additional 25,000 shares for each committee on
        which he or she serves. These Committee Grants will vest
        quarterly during the year.

     -- Special Committee Grants.  From time to time, board
        members may be requested by the board to provide
        extraordinary services by way of serving on a special
        committee.  These services may include such items as the
        negotiation of key contracts, assistance with technology
        issues, or such other items as the general board deems
        necessary and in the best interest of the Company and its
        shareholders.  In such instances, the board of directors
        should have the flexibility to issue special committee
        grants.  The amount of such grants would vary commensurate
        with the function and tasks of the special committee.

     -- Measure Date.  For purposes of this plan, all current
        directors will be considered first year directors and be
        eligible for the First Year Grant.  Irrespective on when a
        director joined the Board, all current directors shall
        have as their anniversary date the date that this plan is
        approved by the Board.  All subsequent directors will have
        as their measure date the date on which they accepted
        appointment to the Board.

                About Innovative Card Technologies

Innovative Card Technologies, Inc., develops and markets secure
powered cards for payment, identification, physical and logical
access applications.


KEATING CHEVROLET: Section 341(a) Meeting Set for September 9
-------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in Keating Chevrolet, Inc.'s Chapter 11 case on Sept. 9, 2009, at
10:30 a.m.  The meeting will be held at Jack Brooks Federal
Building, 300 Willow Street, Suite 116, Beaumont, Texas.

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

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

Nederland, Texas-based Keating Chevrolet, Inc. dba Mike Young
Motor Company, Mike Young Chevrolet and Mike Young Chrysler Dodge
Jeep operates an automobile dealing business.  The Company filed
for Chapter 11 on Aug. 6, 2009 (Bankr. E.D. Tex. Case No. 09-
10438).  Robert E. Barron, Esq., represents the Debtor in its
restructuring efforts.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


KIWI ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kiwi Enterprises, Ltd., a Corporation
        14010 Overstreet Road, Suite B
        Maumelle, AR 72113

Bankruptcy Case No.: 09-16077

Chapter 11 Petition Date: August 24, 2009

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Debtor's Counsel: Derrick Mark Davidson, Esq.
                  Derrick Davidson, P.A.
                  3061 N. Market Ave., Ste. 8
                  Fayetteville, AR 72703
                  Tel: (479) 935-4100
                  Fax: (479) 856-6168
                  Email: derrick@davidsonbusinessattorney.com

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

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

A list of the Company's 3 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/areb09-16077.pdf

The petition was signed by Tony Meredith, president of the
Company.


LAVATEC INC: Washex Employees Seek Unpaid Wages
-----------------------------------------------
Five workers of Lavatec Inc.'s Wichita Falls manufacturing plant
Washex have filed a wage claim form with the Workforce Solutions
North Texas, claiming that they had not been paid for almost a
month, Times Record News reports, citing Bill Scantlin, an
employer services representative for Workforce Solutions.

Times Record quoted Mr. Scantlin as saying, "The only thing I know
is they (plant employees) haven't been paid for nearly a month.
We are being told by employees that the parent company, Lavatec,
filed for bankruptcy.  That is kind of all we know now.  We are
ready to help the employees, but we can't force them to come in."

Naugatuck, Connecticut-based Lavatec, Inc., manufactures
industrial laundry equipment with installations across the U.S.
The Company filed for Chapter 11 bankruptcy protection on July 24,
2009 (Bankr. D. Conn. Case No. 09-32004).  Dean W. Baker, Esq., at
Law Offices of Dean W. Baker assists the Company in its
restructuring efforts.

American Laundry News says that Lavatec listed $3.5 million in
assets and $5.5 million in debts.  Lavatec estimated that it has
100 to 199 creditors, according to the report.


LEAR CORP: Chamberlain Continues Patent Infringement Suit
---------------------------------------------------------
Prior to the Petition Date, Chamberlain and Johnson Controls
Interiors, LLC, commenced a suit against Lear for patent
infringement in the U.S. District Court for the Northern District
of Illinois.  The Illinois Action was stayed by virtue of Lear's
filing of Chapter 11 filing.  Johnson Controls asserts that it is
the legal and exclusive licensee of the "patents-in-suit."

Johnson and Chamberlain entered into a license agreement dated
October 1, 2009.  Under the agreement, Chamberlain granted to
Johnson Controls an exclusive worldwide license to certain
intellectual property for Johnson Controls to make, use, sell,
offer for sale, import or otherwise commercialize the products
sold by Johnson Controls within the field of use defined as radio
frequency transmitters or transceivers developed for or sold to
automotive original equipment manufacturers for integration into
vehicles.

Chamberlain and Johnson Controls are asserting infringement of
three patents owned by Chamberlain and exclusively licensed to
Johnson Controls:

  * U.S. Patent No. 6,154,544
  * U.S. Patent No. 6,810,123
  * U.S. Patent No. 7,412,056

Karl R. Fink, Esq., at Fitch, Even, Tabin & Flannery, in Chicago,
Illinois, attorney of The Chamberlain Group, says that when Lear
could not obtain a legal license to the patents-in-suit, it
copied Chamberlain's patented design, so that Lear's transmitters
could open and close Chamberlain garage door openers.  According
to Mr. Fink, to copy the patented design, Lear gave directives to
certain of its engineer employees, as well as contracted with a
group of former Johnson Controls employees, to copy Chamberlain's
patented design for Lear's product, Car2U(R).

Lear claims that it "designed around" the patents-in-suit by
avoiding the use of binary numbers.  However, Mr. Fink argues
that to operate Chamberlain garage door openers, Lear's Car2U(R)
product must produce the signal that is expected by a Chamberlain
garage door opener, otherwise the door would not open.

Mr. Fink asserts that Lear continues to sell its infringing
products into the market, causing damage to Chamberlain and
Johnson Controls including, at least, lost profits, price
erosion, and lost royalties.  According to Mr. Fink, the damages
exceeded $88 million as of the Petition Date, and they continue
to accrue due to Lear's ongoing infringement.  The willfulness of
Lear's infringement warrants trebling, which results in
prepetition liability in excess of $264 million, and requires
tripling of the administrative expense claims Plaintiffs
would otherwise hold.

Thus, Chamberlain and Johnson Controls seek:

  (a) a judgment that the '544, '123, and '056 Patents are
      valid, enforceable and infringed by Lear;

  (b) a judgment that the intellectual property that is subject
      to the '544, '123 and '056 Patents is not property of
      Lear's estate in the Bankruptcy Case;

  (c) a permanent injunction enjoining Lear, its officers,
      directors, agents, employees, servants, attorneys,
      licensees, successors, assigns, customers, and those
      persons acting in active concert or participation with
      Lear from infringing, inducing infringement of,
      and contributorily infringing the '544, '123, and '056
      Patents;

  (d) an accounting and an award of damages arising prior to the
      Petition Date as a result of Lear's infringement, inducing
      infringement of, or contributory infringement of the '544,
      '123, and '056 Patents, together with pre-judgment and
      post-judgment interest;

  (e) an accounting and an award of damages arising on or after
      the Petition Date as a result of Lear's infringement,
      inducing infringement of, or contributory infringement of
      the '544, '123, and '056 Patents, together with pre-
      judgment and post-judgment interest;

  (f) judgment that the damages so adjudged be trebled;

  (g) a judgment that Chamberlain and Johnson Controls be
      awarded their reasonable attorneys' fees, costs and
      expenses incurred in the action prior to the Petition
      Date;

  (h) judgment that, pursuant to 35 U.S.C. Section 285,
      Chamberlain and Johnson Controls be awarded their
      reasonable attorneys' fees, costs and expenses incurred in
      the action on and after the Petition Date;

  (i) allowance of all  amounts arising prior to the Petition
      Date as claims in the Bankruptcy Case; and

  (j) allowance of all those amounts arising on or after the
      Petition Date as administrative expenses in the Bankruptcy
      Case.

Chamberlain and Johnson Controls demand trial by jury of all
issues triable of right by a jury.

            Chamberlain and Johnson Controls Seek
                  Withdrawal of Reference

Chamberlain and Johnson Controls request that the reference to
the U.S. Bankruptcy Court for the Southern District of New York
of the Adversary Proceeding be withdrawn so that the complaint
will be heard in the U.S. District Court for the Southern
District of New York.  They explain that the relief sought in
their Complaint is entirely predicated upon Lear's violation of
non-bankruptcy federal patent law.  The Plaintiffs assert that
because resolution of the patent infringement proceeding will
require substantial consideration of non-bankruptcy federal law,
the judicial code requires that the reference be withdrawn.

                          About Lear Corp

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Lear Corp.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEAR CORP: Kirkland & Ellis Bills $919,000 for July 7-31 Work
-------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, these
professionals hired in Lear Corp. and its affiliates' bankruptcy
cases filed interim fee applications:

Professional               Period          Fees        Expenses
------------               ------          ----        --------
Brooks Kushman P.C.      07/07/09-
                          07/31/09      $136,132         $53,553

Bodman LLP               07/01/09-
                          07/31/09        27,760             863

Winston & Strawn LLP     07/01/09-
                          07/31/09       212,846          10,976

Kirkland & Ellis LLP     07/07/09-
                          07/31/09       919,732          61,916

Alvarez & Marsal North   07/07/09-
America, LLC             07/31/09       642,822          26,980

Ernst & Young LLP        07/07/09-
                          07/31/09       714,375               0

Curtis, Mallet-Prevost,  07/07/09-
Colt & Mosle LLP         07/31/09        43,336             854

Alvarez & Marsal serves as special advisor to the Debtors.
Kirkland & Ellis serves as attorneys for the Debtors.  Winston &
Strawn serves as special counsel to the Debtors.  Brooks Kushman
serves as special counsel to the Debtors.  Bodman LLP serves as
special Michigan counsel to the Debtors.  Ernst & Young serves as
the Debtors' auditors.  Curtis Mallet serves as conflict counsel
to the Debtors.

                          About Lear Corp

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Lear Corp.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEAR CORP: Reaches Agreement With Rozmor Land Company
-----------------------------------------------------
Rozmor Land Company and Lear Corp. have agreed that the
automatic stay imposed under Section 362 of the Bankruptcy Code,
will be lifted, without further order of the Court, to permit
Rozmor to provide the Debtors with a written notice of
acceleration of any and all amounts due to Rozmor under the Note,
solely for the purposes of allowing Rozmor to draw on the Letter
of Credit.

As previously reported, Lear Corporation entered into an
agreement with Rozmor, whereby the Debtor agreed to purchase from
Rozmor certain real property aggregating $6,730,951, pursuant to
the Real Estate Purchase Agreement.  Section 2 of the Agreement
provides that the remaining balance of the Purchase Price will be
paid pursuant to a corresponding promissory note and that the
periodic outstanding balance of, and all amounts due and to
become due to Rozmor under the Note, will be secured by a letter
of credit.

In accordance with the agreement, the Debtor waive any further
right to cure any payment default under the Note or the Real
Estate Purchase Agreement, and Rozmor may provide the written
notice of acceleration.

Moreover, Rozmor will submit a draw request with respect to the
Letter of Credit within 15 days from the entry of the Court's
order approving the parties' Stipulation.

Immediately upon receipt of any funds from its draw on the Letter
of Credit, Rozmor will first apply the Funds to all principal and
interest payable under the Note.  Within three business days of
the application of the Funds, Rozmor will provide the Debtors
with written notice demonstrating application of the Funds,
including any remaining amount of principal and interest owing
after application of those Funds.

The Debtors and Rozmor mutually agree, immediately upon:

  (i) Rozmor's exercise of its right to draw on the Letter of
      Credit; and

(ii) receipt by Rozmor of indefeasible payment of all principal
      and interest payable under the Note, from the proceeds of
      the Letter of Credit, which payment will fully and finally
      satisfy the Note, Letter of Credit, Real Estate Purchase
      Agreement and all other related documents, to fully,
      completely and finally release any and all claims, causes
      of action or otherwise with respect, or relating to, or in
      connection with the Note, the Letter of Credit, the Real
      Estate Purchase Agreement or any other related document
      and any rights or remedies which (a) Rozmor and any of its
      affiliates, predecessors or successors have or may have
      against the Debtors, as reorganized pursuant to and under
      a plan of reorganization, or any successor, by  merger,
      consolidation, or otherwise and their  predecessors,
      successors, directors, officers and employees and (b) the
      Debtors or the Reorganized Debtors have or may have
      against Rozmor and its predecessors, successors,
      directors, officers and employees; provided that, after
      application of the Funds received from the draw on the
      Letter of Credit to the principal and interest payable
      under the Note, if any balance of principal and interest
      under the Note remains applied, Rozmor will retain any
      claim against the Debtors for the Balance and Debtors will
      reserve all rights to object to or contest any assertion
      by Rozmor of the claim for the Balance.

                          About Lear Corp

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Lear Corp.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEAR CORP: Schedules of Assets and Liabilities
----------------------------------------------
A.   Real Property
      Land                                          $39,863,074
      Buildings & Leasehold Improvements            116,753,587
      Buildings - Capital Lease                      13,290,848
      Accumulated Depreciation - Buildings &
        leasehold improvements                      (60,467,402)
      Capital Lease Amortization - Buildings         (7,589,437)

B.   Personal Property
B.1  Cash on hand                                        72,208
B.2  Bank Accounts                                  118,507,275
    See http://bankrupt.com/misc/LearCorp_BankAccounts.pdf
B.3  Security Deposits                                        0
B.4  Household goods                                          0
B.5  Collectibles                                             0
B.6  Wearing apparel                                          0
B.7  Furs and Jewelry                                         0
B.8  Firearms and other equipment                             0
B.9  Interests in Insurance Policies               Undetermined
    See http://bankrupt.com/misc/LearCorp_Insurance.pdf
B.10 Annuities                                                0
B.11 Interests in an education IRA                            0
B.12 Interests in IRA, ERISA or other Pension Plans           0
B.13 Business Interests and stocks                 Undetermined
B.14 Interests in partnerships                     Undetermined
B.15 Government and Corporate Bonds                           0
B.16 Accounts Receivable
      Aggregated 3rd Party A/R                      (10,330,951)
      Intercompany A/R - Debtor Entity            1,833,419,114
      Intercompany A/R - NonDebtor Entity         3,762,215,033
B.17 Alimony                                                  0
B.18 Other Liquidated Debts                                   0
B.19 Equitable or Future Interests                            0
B.20 Interests in estate of a debt benefit plan
      Estate Preservation Plan                        6,174,973
B.21 Other Contingent & Unliquidated claims        Undetermined
B.22 Patents and other intellectual property       Undetermined
    See http://bankrupt.com/misc/LearCorp_IntellectualProp.pdf
B.23 Licenses, franchises, and other intangibles   Undetermined
B.24 Customer lists or other compilations                     0
B.25 Vehicles                                                 0
B.26 Boats, motors, and accessories                           0
B.27 Aircraft and accessories                                 0
B.28 Office equipment, furnishings and supplies               0
B.29 Machinery
      Machinery & Equipment - Purchase              225,809,609
      Accumulated Depreciation - M&E               (209,243,094)
B.30 Inventory
      Raw Material                                    5,647,442
      Work In process                                   213,318
      Finished goods                                    641,240
      Inventory Reserves                             (1,734,956)
B.31 Animals                                                  0
B.32 Crops                                                    0
B.33 Farming Equipments and implements                        0
B.34 Farm supplies, chemicals, and feed                       0
B.35 Other Personal Property
      Customer Tooling and Engineering                6,407,359
      Long term receivable                            6,232,863
      Hedge Fund                                       (312,716)
      Prepaid Expenses                               10,972,348
      Miscellaneous Receivables                       2,874,291
      Other assets                                    6,162,436
      Pension Plan Non-Qualified-Rabbi Trust          2,499,436
      Restricted Cash                                25,129,356
      Deferred Finance Fee                            7,708,333
      Other Deferred Charge                           5,839,000

        TOTAL SCHEDULED ASSETS                   $5,904,754,586
        =======================================================

C.   Property Claimed as Exempt

D.   Secured Claim
      JP Morgan Chase Bank, NA                     $985,000,000
      JP Morgan Chase Bank, NA                    1,192,003,208
    See http://bankrupt.com/misc/LearCorp_ScheduleD.pdf

E.   Unsecured Priority Claims                     Undetermined
    See http://bankrupt.com/misc/LearCorp_UnsecuredPriority.pdf

F.   Unsecured Non-priority Claims
      Bank of New York                              400,000,000
      Bank of New York                              298,000,000
      Bank of New York                              589,250,000
      Lear European Operations                    1,047,100,816
      Others                                        799,178,989
    See http://bankrupt.com/misc/LearCorp_NonPriority.pdf

       TOTAL SCHEDULED LIABILITIES               $5,310,533,012
       ========================================================

*** Actual computation of the figures under Schedule B total
   $5,804,903,916, that when added to figures under Schedule A
   would result to Total Assets of $5,906,754,586.

                          About Lear Corp

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Lear Corp.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEAR CORP: Statement of Financial Affairs
-----------------------------------------
Matthew J. Simoncini, senior vice president and chief financial
officer of Lear Corporation, discloses that the company has
earned income from employment, trade or from operation of
business within two years before the Petition Date:

  Source                                   Amount
  ------                                   ------
  01/01/2007-12/31/2007              $963,201,265
  01/01/2008-12/31/2008               485,734,608
  01/01/2009-07/07/2009                97,311,598

According to Mr. Simoncini, Lear Corporation's non-operating
income within two years before the Petition Date includes:

  Source                                   Amount
  ------                                   ------
  01/01/2007-12/31/2007               $11,432,634
  01/01/2008-12/31/2008                60,852,079
  01/01/2009-07/07/2009               (40,932,200)

The Debtor made payments or transfers to creditors within 90 days
before the Petition Date aggregating $610,435,964.  Among the
largest payments are:

  Name of Creditor                         Amount
  ----------------                         ------
  Amerigon                             $3,698,734
  Anderson Cook Inc.                    1,358,977
  Anthem Blue Cross and Blue Shield     1,177,146
  AON (Bermuda) Ltd.                    2,572,943
  AON Risk Services Central Inc.       16,555,222
  Aunde Mexico SA de CV                 1,868,521
  Autoliv ASP Inc.                      1,749,903
  Autoliv Mexico SA de CV               1,482,750
  Autotek Mexico SA de CV               2,818,630
  BAE Industries                        5,206,519
  Bank of America                       1,046,025
  Bank of America, N.A.                 4,776,032
  Banque Paribas                        2,627,572
  Blue Cross Blue Shield of MI         12,065,033
  BOS Automotive Products               2,163,995
  Bridge of Weir Leather Company Ltd.   2,559,720
  Brooks and Kushman P.C.               1,155,557
  Brown Corporation                     6,943,961
  Brown Corporation De Saltillo         2,534,298
  Burnside Acquisition LLC              1,040,869
  Canadian General - Tower Ltd.         5,653,004
  Cass Information Systems             33,665,623
  Catalyst RX                           3,975,017
  Celestica Philippines Inc.            2,183,365
  Citibank Corporate Cards              4,354,052
  CRH-DAS LLC                          13,951,750
  Daewoo International                  1,929,719
  Delphi Delco Electronics              5,471,502
  Dura Automotive Systems Inc.          1,499,447
  Eagle Ottawa LLC                      8,126,835
  Fisher Dynamics                       7,035,583
  Moelis & Company                      1,410,000
  Molex Automotive                      1,670,277

A complete list of the payments is available for free at:

         http://bankrupt.com/misc/LearCorp_Sofa3b.pdf

Lear Corporation also disclosed that it made payment to insiders,
a list of which is available for free at:

         http://bankrupt.com/misc/LearCorp_Sofa3c.pdf

The company was a party to approximately 100 lawsuits and
administrative proceedings pending in non-bankruptcy courts
within one year before the Petition Date.  A list of the lawsuits
is available for free at:

         http://bankrupt.com/misc/LearCorp_Sofa4a.pdf

Within one year before the Petition Date, the Debtor gave gifts
or made charitable contributions.  Among the recipients of the
gifts are:

  Name                                 Amount
  ----                                 ------
  Arts League of Michigan             $60,000
  American Cancer Society              48,000
  College For Creative Studies         25,000
  Detroit Renaissance                 145,000
  Focus: Hope                          50,000
  Northwood University                100,000
  The Henry Ford                       90,000
  United Way                          204,000
  Wayne State University               50,000
  Inforum Center for Leadership        10,000

The Company further disclosed that it incurred losses from
damaged properties within one year immediately preceding the
Petition Date:

  Date of Loss                          Value
  ------------                          -----
    05/18/09                          $53,000
     Various                           21,254
    08/05/08                            6,559
    01/28/09                           14,000
    04/03/09                            1,647
    07/11/09                           40,000

Within one year before the Petition Date, the Company also made
payments or transfers to persons, including attorneys, for
consultation concerning debt consolidation, bankruptcy law or
preparation of a petition.  A list of these payments may be
accessed for free at:

            http://bankrupt.com/misc/LearCorp_Sofa9.pdf

                          About Lear Corp

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Lear Corp.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: U.K. Administrator to Appeal London Court Ruling
-----------------------------------------------------------------
PricewaterhouseCoopers LLP staff acting as joint administrators to
Lehman Brothers International (Europe) said that on July 14 they
made an application to the U.K. High Court concerning the
jurisdiction of the court to sanction a scheme of arrangement
dealing with property held on trust by LBIE.  A public hearing of
the Application took place before Mr. Justice Blackburne at the
Royal Courts of Justice on July 29 and 30.  Counsel for LBIE and
the Joint Administrators and counsel for GLG Partners LP, as a
representative of the scheme working group of creditors, made
representations in support of the Application.  Counsel for the
London Investment Banking Association made representations in
opposition of the Application.

The High Court handed down its judgment in relation to the
Application on August 21.  Mr. Justice Blackburne concluded that,
"Insofar as the scheme is concerned with the distribution by LBIE
of property held or controlled by it on trust for its clients (and
seeks to do so in ways that will vary or, in some cases,
extinguish those rights), there is no jurisdiction to enable this
to be done, so as to bind dissentients . . ." under Part 26 of the
Companies Act 2006.

Mr. Justice Blackburne has, however, given leave to appeal.  In
his judgment he noted, "Given the exceptional problems that the
administrators face in dealing with client assets and the very
great effort that they have devoted to devising a means . . . to
bring about speedy return of those assets, this is not a
conclusion which I am happy to reach.  But I must set out the law
as I see it, not as I wish it to be."

The Joint Administrators, having consulted with their legal
advisers and representatives of the creditors' working group,
intend to appeal the decision.  In parallel, the Administrators,
their legal advisers and representatives of the creditors working
group will be assessing whether the current scheme can be revised
to eliminate the jurisdictional problem and still facilitate the
return of assets to clients or whether an alternative approach
incorporating many features proposed in the current scheme should
be adopted.  The Joint Administrators are also continuing to
return assets to clients through bilateral negotiations.

The return of client assets remains a core objective of the Joint
Administrators.  The proposed scheme sought to materially reduce
the time required to return assets to clients.  The judgment is a
disappointment but does not affect our commitment to deliver the
most effective solution.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEHMAN RE: Court Adjourns Recognition Hearing to September 15
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has adjourned the hearing on recognition of the winding up of
Lehman Re Ltd. commenced under the Bermuda Companies Act 1981
before the Supreme Court of Bermuda, to 2:00 p.m. on September 15,
2009.  The recognition hearing was previously scheduled for
10:00 a.m. on September 9, 2009.

As reported in the TCR on August 18, 2009, Peter C.B. Mitchell and
D. Geoffrey Hunter, as provisional liquidators of the Company,
filed on August 6, 2009, a petition pursuant to Chapter 15 of the
U.S. Bankruptcy Code with the Bankruptcy Court seeking recognition
of the winding-up of the Company commenced under the Bermuda
Companies Act 1981 before the Supreme Court of Bermuda as a
"foreign main proceeding," or as a "foreign nonmain proceeding" as
defined in Section 1502(4) and 1502(5) of the Bankruptcy Code.

Copies of the petition and related documents are available to
parties in interest on the Bankruptcy Court's Electronic Case
Filing System, which can be accessed from the Bankruptcy Court's
Web site at http://www.nysb.uscourts.govor upon written request
to the petitioners' United States counsel (including by facsimile
or e-mail) addressed to:

     Cadwalder, Wickersham & Taft LLP
     One World Financial Center
     New York, NY 10281
     Fax: (212) 504-6666
     Attn: Betty Comerro
           Betty.Comerro@cwt.com

Any party in interest wishing to submit a response or objection to
the petition or the relief requested by the petitioners must do so
in accordance with the Bankruptcy Code and the Federal Rules of
Bankruptcy Procedure, in writing and setting forth the basis
therefor, which response or objection must be filed electronically
with the Court by registered users of the Court's electronic case
filing system in accordance with General Order M-242 (a copy of
which may be viewed on the Court's Web site) and by all other
parties in interest on a 3.5 inch disc, preferably in Portable
Document Format (PDF), Word Perfect or any other Windows-based
word processing format.  A hard copy of any response or objection
must be sent to the Chambers of the Honorable James M. Peck,
United States Bankruptcy Judge and served upon the petitioners'
United States counsel, so as to be received no later than
4:00 p.m. on September 1, 2009.

In addition to filing a written objection, all parties in interest
opposed to the petition must appear at the hearing at the time and
place set forth above.

Lehman Re Ltd. is a Bermuda-based insurance unit of Lehman
Brothers Holdings Inc.  Lehman Re's petition for liqudation was
filed with the Supreme Court of Bermuda on September 23, 2008.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


MAGNACHIP SEMICONDUCTORS: Creditors Group File Competing Plan
-------------------------------------------------------------
Creditors of MagnaChip Semiconductor LLC and its affiliates may
now be able to choose between two proposals on how to pay off
their claims after the Official Committee of Unsecured Creditors
filed a proposed Chapter 11 plan for MagnaChip.

MagnaChip has filed its own Chapter 11 plan.

Under its Plan, the Creditors Committee seeks to reorganize the
Debtors' operations and provide for the satisfaction of claims
against the Debtors through (a) the issuance of a new term loan in
full and complete satisfaction of the first lien lender claims
aggregating $95 million, (b) the distribution of 5% of the new
stock and rights to participate in a $25 million offering for new
common stock to holders of second lien notes aggregating
$500 million, (d) distribution, as a "gift" from second lien
noteholders, cash equivalent to 10% of their allowed claims to
holders of unsecured claims expected to aggregate $3.23 million,
(e) distribution, as a "gift" from second lien noteholders, of 1%
of the new stock plus warrants to purchase 5% of the New stock
with a strike price equivalent to a $600 million total enterprise
value to holders of $250 million subordinated notes claims.

Under the Committee's Plan, first lien lenders will recover
100% of their allowed claims, and the unsecured creditors will
recover 10%.  The estimated percentage recoveries for second lien
noteholders and subordinated noteholders were not provided.

The Creditors Committee notes that recoveries to all creditors
under the Committee Plan substantially exceed the recoveries to
creditors under the Debtors' Plan.

Lowenstein Sandler PC is general insolvency counsel to the
Creditors Committee.

Copies of the Committee's Plan and the explanatory Disclosure
Statement are available for free at:

   http://bankrupt.com/misc/MagnaChip_Panel_DiscStatement.pdf
   http://bankrupt.com/misc/MagnaChip_Panel_Plan.pdf

Judge Peter Walsh previously entered an order allowing the
Creditors Committee to file a rival plan.

                          MagnaChip Plan

MagnaChip's Chapter 11 plan is co-sponsored by UBS AG, Stamford
Branch, as agent to the first lien lenders.  The Debtors' Plan
provides for the satisfaction of Claims against the Debtors and
the enforcement of first lien lender secured Claims through the
authorization by the Debtors of the sale of substantially all of
the assets of mostly non-debtor subsidiaries located in Korea and
other foreign countries.  Under MagnaChip's plan, creditors will
receive these recoveries:

                                                        Estimated
    Creditor Class      Treatment of Claims              Recovery
    --------------      -------------------              --------
    First Lien          Payment from most                  70.6%
    Lenders Owed        of the proceeds
    $95 Million         of the sale

    Second
    Lien
    Noteholders         Payment from the $1 million         0.2%
    owed about          allocated to unsec. Creditors
    $500 million        and noteholders

    Unsec. Creditors    Payment from the $1 million         0.1%
    Owed $3.2 million   allocated to unsec. creditors
                        and noteholders.

The 0.1% recovery by unsecured creditors is contingent on their
support of the plan.  Unsecured creditors would get nothing if
they vote to reject the plan.

                   About MagnaChip Semiconductor

Headquartered in South Korea, MagnaChip Semiconductor LLC --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications.  The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise.  Citigroup
Venture Capital Equity Partners LP was part of the investor group
that acquired MagnaChip in 2004 from Hynix Semiconductor Inc.

MagnaChip Semiconductor S.A. and five other entities filed for
Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the
District of Delaware.  The Chapter 11 cases are jointly
administered under Case No. 09-12008, MagnaChip Semiconductor
Finance Company.  Judge Peter J. Walsh handles the case.  Curtis
A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq.,
and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  Howard A. Cohen, Esq., at
Drinker Biddle & Reath serves as counsel for the official
committee of unsecured creditors.  Omni Management Group LLC is
the Debtors' claims agent.   In their formal schedules, MagnaChip
Semiconductor S.A. disclosed $951,917,782 in assets against
$845,903,186 in debts while MagnaChip Semiconductor B.V. disclosed
assets of $762,465,739 against debts of $1,800,612,084.


MCG CAPITAL: Fitch Affirms Issuer Default Rating at 'BB+'
---------------------------------------------------------
Fitch Ratings has affirmed MCG Capital Corporation's ratings:

  -- Long-term Issuer Default Rating at 'BB+'; and
  -- Senior unsecured debt at 'BB+'.

The Rating Outlook remains Negative.  Approximately $60 million of
unsecured debt is affected by this action.

The ratings affirmation reflects MCG's reduced funding flexibility
as a result of extended disruptions in the capital markets and the
expectation that the company will be unable to grow its portfolio
of investments until capital market conditions improve and
investor confidence is restored.  Funding capacity is currently
limited to unrestricted cash, cash flows from portfolio
investments, and available capacity on secured facilities,
although actual draws will be limited by leverage restrictions and
collateral requirements.

Still, MCG has been successful de-leveraging its balance sheet in
the last year in order to offset mounting unrealized portfolio
depreciation.  The company has completed $198.3 million of asset
sales since July 2008, including 21 that were completed at 99.6%
of fair value and one distressed sale of TNR Holdings at 42.3% of
its most recently reported fair value.  The asset coverage ratio
amounted to 209% as of July 29, 2009, up from 206% at June 30 and
199% at the end of the first quarter, and above the 180% debt
covenant requirement, which was renegotiated in February 2009.
Valuation multiples did show signs of stabilization in the second
quarter, but Fitch believes the weaker economy's impact on
underlying portfolio performance will yield further unrealized
portfolio depreciation in the latter half of 2009.  As a result,
Fitch expects MCG will continue to de-leverage with further asset
sales as opportunities arise.

Negative rating action could be triggered by further unrealized
portfolio depreciation which is not tempered by asset sales and
reductions in leverage and/or deterioration in the company's
liquidity position.  Conversely, rating stability will be driven
by an improvement in market spreads, valuation multiples, and
underlying portfolio performance which result in unrealized
portfolio appreciation, combined with the ability to access the
debt and equity markets to raise investment capital when market
conditions improve, which should yield better operating
performance.


MERRILL LYNCH: BofA to Release More Info on Settlement With SEC
---------------------------------------------------------------
Jess Bravin at The Wall Street Journal reports that a Bank of
America spokesperson said that the bank will comply with federal
judge Jed S. Rakoff's request for more information on the bank's
$33 million settlement with BofA over investor disclosures.

As reported by the Troubled Company Reporter on August 25, 2009,
Judge Rakoff refused to approve the settlement, saying that the
amount isn't appropriate if BofA lied about billions in bonus
payments before the merger.  BofA denied that it misled
shareholders about its approval of Merrill Lynch & Co. bonuses,
saying that it was "widely understood" that billions of dollars
would be awarded for 2008 performance, as Merrill disclosed its
intention to pay those bonuses in separate federal filings
throughout 2008.  Judge Rakoff said he needs more information on
the accord between the bank and the U.S. Securities and Exchange
Commission, which filed the suit.  If the SEC is correct that BofA
lied about whether to pay the bonuses, then the proposed
settlement isn't "remotely reasonable," Judge Rakoff said.  Judge
Rakoff asked for further filings by August 24 and said he wouldn't
be able to approve the settlement before September 9.

Judge Rakoff, according to The Journal, has criticized the
government in the SEC's $33 million settlement with BofA, saying
that the government's justification for letting individual
executives off the hook is "at war with common sense."  Citing the
BofA spokesperson, the report says that the SEC didn't find there
was "willful misrepresentation" by the bank on the bonus issue.

According to The Journal, the SEC said that it couldn't conduct a
probe on executives' culpability because they said they depended
on lawyers' advice.  The SEC said that it would face "substantial
obstacles" to building a case, unless the executives waived their
right to keep the advice private, The Journal states.

"It would seem that all a corporate officer who has produced a
false proxy statement need offer by way of defense is that he or
she relied on counsel," The Journal quoted Judge Rakoff as syaing.

The Journal says that Wachtell, Lipton, Rosen & Katz represented
BofA, while Shearman & Sterling represented Merrill in the case.
John Madden, the Shearman partner involved in the negotiations,
said the firm doesn't comment on clients.

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services.  The Company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users.  Following the
acquisition of Merrill Lynch on January 1, 2009, Bank of America
is among the world's leading wealth management companies and is a
global leader in corporate and investment banking and trading
across a broad range of asset classes serving corporations,
governments, institutions and individuals around the world.  Bank
of America offers support to more than 4 million small business
owners.  The Company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.

The bank needed the government's financial help in completing its
acquisition of Merrill Lynch.

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding Company's short-term rating was affirmed
at Prime-1.


MIA BELLA PROPERTIES: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------------
Debtor: Mia Bella Properties, LLC
           aka Silicon Valley Self Storage
           fka Overland Self Storage
           fka Silicon Valley Storage Solutions
        5694 Mission Center Rd., #421
        San Diego, CA 92108

Bankruptcy Case No.: 09-57051

Chapter 11 Petition Date: August 24, 2009

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

Judge: Roger L. Efremsky

Debtor's Counsel: Heinz Binder, Esq.
                  Law Offices of Binder and Malter
                  2775 Park Ave.
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  Email: heinz@bindermalter.com

                  Roya Shakoori, Esq.
                  Binder and Malter
                  2775 Park Ave.
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  Email: roya@bindermalter.com

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

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

The Debtor identified AICCO, Inc. with an insurance claim for
$1,866 as its largest unsecured creditor. A full-text copy of the
Debtor's petition, including a list of its largest unsecured
creditor, is available for free at:

           http://bankrupt.com/misc/canb09-57051.pdf

The petition was signed by John Milano, manager of the Company.


MICHAELS STORES: Loan Amendment Won't Affect S&P's 'B-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that Michaels Stores
Inc.'s (B-/Stable/--) announcement that it amended its credit
facility so that the company can issue secured or unsecured debt
to refinance its current senior secured debt has no immediate
impact on S&P's ratings or outlook on the company.

The amendment does not affect the interest costs or the amount of
debt of the company.  If the company moves forward and issues debt
to refinance its existing term loan, S&P would examine the terms
of the new debt instruments and take any appropriate rating
actions at that point.  S&P would expect that the new debt would
have higher interest costs than the company's current term loan,
but the new debt would have a longer dated maturity which would
provide the company additional financial flexibility.


MIDWAY GAMES: Completes Sale of San Diego Studio, Foreign Units
---------------------------------------------------------------
Midway Games Inc. and its wholly owned subsidiaries, Midway Home
Entertainment Inc. and Midway Studios-Los Angeles Inc. said in an
August 25 regulatory filing that on August 19 they completed the
sale of the assets used in connection with and arising out of the
operation of the video game design and development studio in the
Registrant's San Diego, California facility to THQ Inc.  The
aggregate gross purchase price for the 11 U.S.C. Section 363 sale
was increased $740,000 plus assumption of certain liabilities,
pursuant to the sale order entered by the Bankruptcy Court on
August 19, 2009.

At this time, Midway Games is unable to determine whether or not a
material impairment to its assets will be required as a result of
the THQ Section 363 Sale.

               European Subsidiaries Stock Purchase

On August 19, Midway Home Entertainment completed its the sale of
all of the shares of its wholly-owned German subsidiary, Midway
Games GmbH to F+F Publishing GmbH in a sale conducted under the
provisions of 11 U.S.C. Section 363.  Also on August 19, MHE
completed its previously announced sale of all of the shares of
its wholly-owned subsidiaries (i) Midway Games SAS, a company
organized under the laws of France, and (ii) Midway Games Limited,
an English limited liability private company ("MGL"), to Spiess
Media Holding (UG).  The aggregate purchase price for the shares
of MGL and MGS was EUR1 allocated 50% towards the purchase of the
shares of MGL and 50% towards the purchase of the shares of MGS.
The purchase price for the shares of MGG was EUR1.  In addition,
pursuant to the terms of the Europe Purchase Agreements, it was a
condition of closing that MHE and its affiliates enter into an
Intercompany Agreement which was approved by the Court in
connection with the approval of the Europe Purchase Agreements and
resolved certain intercompany obligations so that there are no
intercompany obligations outstanding among MGL, MGS, MGG and any
of MHE or its affiliates.  The Intercompany Agreement resulted in
a payment of $1,700,000 from MGL to MHE at the closing of the F+F
Section 363 Sale and the SMH Section 363 Sale.

SMH was formed by Martin Spiess for the purpose of purchasing the
shares of MGL and MGS. Until August 19, 2009, Mr. Spiess was a
named executive officer of Midway Games and served as the
Executive Vice President - International for MGL.  On August 19,
2009, as a result of the SMH Section 363 Sale, Martin Spiess
resigned as Executive Vice President-International of MGL and is
no longer an employee or officer of any of Midway Games'
affiliates.

                        About Midway Games

Midway Games Inc. (OTC Pink Sheets: MWYGQ), headquartered in
Chicago, Illinois, with offices throughout the world, is a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.  More information
about Midway and its products can be found at
http://www.midway.com/

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts.  Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.

On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to
Warner Bros. Entertainment Inc. in a sale approved by the Court.
The aggregate gross purchase price is approximately $49 million,
including the assumption of certain liabilities.

At June 30, 2009, the Debtors had $1.39 billion in total assets
and $1.59 billion in total liabilities.  A full-text copy of the
Debtors' monthly operating report for the month ended June 30, is
available at http://researcharchives.com/t/s?41c1


MOD HOSPITALITY: Earns $819,301 in Three Months Ended June 30
-------------------------------------------------------------
Mod Hospitality, Inc., posted a net income of $819,301 for three
months ended June 30, 2009, compared with a net loss of $91,151
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $1.75 million compared with a net loss of $287,893 for the same
period in 2008.

The Company's balance sheet showed total assets of $5.72 million,
total liabilities of $5.50 million and stockholders' equity of
$218,832.

As of June 30, 2009, the Company has an accumulated deficit of
$4,436,810.

The Company's management said there is substantial doubt about its
ability to continue as a going concern.  The management relates
that an additional capital will be required to fund operations
through the year ending Dec. 31, 2009, and beyond, as it attempts
to generate increasing revenue.  Management intends to raise
capital through additional equity offerings.  There can be no
assurance that the Company will be successful in obtaining
financing at the level needed or on terms acceptable to the
Company.

In addition, there is no assurance, assuming the Company is
successful in raising additional capital, that the Company will be
successful in achieving profitability or positive cash flow.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?42fb

Mod Hospitality, Inc. (NASDAQ:MODY) fka PSPP Holdings Inc.,
through its three subsidiaries ECRV Hanover LeaseCo, LLC, ECRV
Clinton LeaseCo, LLC, and ECRV FM LeaseCo, LCC, is engaged in
hotel operations worldwide.  The Company focuses on franchise and
boutique operations throughout the country.


NATIONAL CONSUMER: S&P Downgrades Counterparty Rating to 'BB-/B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on National Consumer Cooperative Bank, including the
counterparty credit rating to 'BB-/B' from 'BBB-/A-3'.  S&P also
put the ratings on CreditWatch with negative implications.  At the
same time, S&P affirmed its 'AAA' rating on debt issued under the
Temporary Liquidity Guaranty Program by NCB and its indirect
thrift subsidiary NCB FSB.

"The rating action reflects materially weaker financial
flexibility and liquidity at NCB's parent company following the
violation of financial covenants associated with its senior notes
and credit facility (both unrated)," said Standard & Poor's credit
analyst Rian M. Pressman, CFA.  Per a forbearance agreement
entered into with note holders and lenders on Aug. 14, 2009, NCB
has no access to its credit facility, which had been the parent's
primary source of contingent liquidity.  Although NCB no longer
originates new loans at its parent, existing commitments to lend
are material relative to available liquidity.  (NCB FSB uses
deposits and Federal Home Loan Bank borrowings to fund new loans.)

Management is working with note holders and lenders to amend its
existing agreements or repay the outstanding amounts.  (NCB owes
approximately $105 million in senior notes and $165 million in
credit facility borrowings.) S&P believes there is considerable
uncertainty associated with possible outcomes from these
negotiations.  If NCB is unable to reach an agreement prior to the
expiration of the forbearance agreement on Nov. 16, 2009, note
holders and lenders can demand repayment.

The CreditWatch reflects the uncertainty associated with the
negotiations between NCB and its note holders and lenders.  S&P
may lower the rating by one or more notches if the outcome further
weakens financial flexibility and liquidity at the parent company.
Moreover, any outcome that results in NCB repaying its obligations
at anything less than the promised amount may trigger a "selective
default" counterparty credit rating per S&P's criteria for loan
modifications and distressed exchanges.  These rating actions
would not affect the 'AAA' rating on debt issued under the TLGP.


NEW CENTURY COS: KMJ Corbin Replaces Squar Milner as Auditor
------------------------------------------------------------
The Board of Directors of New Century Companies, Inc., has
approved the engagement of KMJ Corbin & Company LLP as the
Company's independent registered public accounting firm.

On August 6, 2009, the Board of Directors resolved to dismiss
Squar, Milner, Peterson, Miranda & Williamson, LLP, as the
Company's independent registered public accounting firm, and Squar
was notified of the action on the same day.

During the fiscal years ended December 31, 2008, and December 31,
2007, and the subsequent interim period through August 6, 2009,
the Company had (i) no disagreements, within the meaning of Item
304(a)(1)(iv) of Regulation S-K, with Squar on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, any of which that, if
not resolved to Squar's satisfaction, would have caused it to make
reference to the subject matter of any such disagreement in
connection with its reports for such years and interim period and
(ii) no reportable events within the meaning of Item 304(a)(1)(v)
of Regulation S-K, except:

     A. Material weaknesses in internal control over financial
        reporting related to:

        (1) Not effectively implementing comprehensive entity-
            level internal controls,

        (2) Not having sufficient personnel with appropriate
            training and experience in accounting principles
            generally accepted in the United States of America,

        (3) Not adequately segregating the duties of certain
            accounting personnel due to an insufficient complement
            of staff,

        (4) Not implementing financial controls that were properly
            designed to meet the control objectives and address
            all risks of the processes or the applicable
            assertions of the significant accounts,

        (5) Due to the material weaknesses identified in its
            entity level controls, the Company did not test
            whether its financial activity level controls or its
            information technology general controls were operating
            sufficiently to identify a significant deficiency in
            the Company's ICFR, or a combination of such
            deficiencies, that may result in a reasonable
            possibility that a material misstatement of the
            Company's consolidated financial statements would not
            be prevented or detected on a timely basis.

     B. March 31, 2009 Form 10-Q:

        (1) The Form 10-Q for the three-month period ended
            March 31, 2009 was filed by the Company on May 20,
            2009 before Squar had completed its review of the
            Company's unaudited condensed consolidated financial
            statements, and the filing did not contain any
            disclosure that Squar had not completed such review.

The Company has determined that its unaudited condensed
consolidated financial statements for the three-month period ended
March 31, 2009, need to be restated, which will be reviewed by KMJ
before an amended Form 10-Q is filed.

The Company has authorized Squar to respond fully to the inquiries
of KMJ concerning any matter.

Squar's reports on the Company's consolidated financial statements
for the fiscal years ended December 31, 2008, and December 31,
2007, do not contain any adverse opinion or disclaimer of opinion,
nor are they qualified or modified as to uncertainty, audit scope,
or accounting principles but contained an explanatory paragraph
expressing substantial doubt about our ability to continue as a
going concern and a consistency paragraph regarding restatement of
the following audited/unaudited consolidated financial statements
of the Company: for each of the quarters during the nine-month
period ended September 30, 2008, for the year ended December 31,
2007, for each of the quarters during the nine-month period
ended December 31, 2007, for the year ended December 31, 2006 and
for each of the quarters during the nine-month period ended
December 31, 2006.  The restatement also affected the results of
operations for the fourth quarter of calendar 2007 and 2006.

During the fiscal years ended December 31, 2008 and December 31,
2007, and the subsequent interim period through August 6, 2009,
neither the Company nor anyone on its behalf has consulted with
KMJ regarding (i) the application of accounting principles to a
specific transaction, either completed or proposed, (ii) the type
of audit opinion that might be rendered on the Company's
consolidated financial statements, (iii) any matter that was the
subject of a disagreement of the type described in Item
304(a)(1)(iv) of Regulation S-K, or (iv) any reportable event
within the meaning of Item 304(a)(1)(v) of Regulation S-K.

New Century Companies, Inc., and its wholly owned subsidiary, New
Century Remanufacturing, Inc., provides after-market services,
including rebuilding, retrofitting and remanufacturing of metal
cutting machinery.  Once completed, a remanufactured machine is
"like new" with state-of-the-art computers and the cost to the
Company's customers is substantially less than the price of a new
machine.  The Company currently sells its services by direct sales
and through a network of machinery dealers primarily in the United
States.  Its customers are generally medium to large sized
manufacturing companies in various industries where metal cutting
is an integral part of their businesses.  The Company grants
credit to its customers who are predominately located in the
western United States.  The Company trades on the OTC Bulletin
Board under the symbol "NCNC."


NEW CENTURY COS: To Restate March 2009 Financial Statements
-----------------------------------------------------------
New Century Companies, Inc.'s management concluded on August 14,
2009, that the Company's interim consolidated financial statements
for the three-month period ended March 31, 2009 contained in its
quarterly report on Form 10-Q needed to be restated and should no
longer be relied upon.  The Company intends to file an amendment
of its March 31, 2009 Form 10-Q, which will contain restated
financial statements.

In connection with the preparation of financial statements for the
quarter ended June 30, 2009, the Company determined that the
valuation of its derivative liabilities, certain contract related
balances and a classification error, which it reported for the
three-month period ended March 31, 2009 needed to be restated.
Specifically, the financial statements will be restated to (i)
change the valuation of our derivative liabilities, and (ii)
record a credit to decrease the previously reported change in
warrant value during the quarter ended March 31, 2009, and (iii)
adjust our revenues, cost of sales, costs in excess of billings
and billings in excess of costs in connection with our contract
accounting.

"Our management has discussed the matters . . . with members of
our Board of Directors and our independent registered public
accounting firm, KMJ Corbin & Company LLP," the Company said.

New Century Cos. filed its June 30 quarterly report on Form 10-Q
on August 14, 2009.  The Company swung to a net loss of $858,020
for the six months ended June 30, 2009, from net income of
$438,349 for the same period a year ago.  It posted a net loss of
$3,533,626 for the six month period ended June 30, 2009, from net
income of $764,184 for the same period a year ago.

As of June 30, 2009, the Company had $1,205,254 in total assets
and $9,047,284 in total liabilities, resulting in $7,842,030
stockholders' deficit.  As of June 30, 2009, the Company has an
accumulated deficit of $16,455,000, had recurring losses, a
working capital deficit of $8,108,000, and was also in default on
its convertible notes.  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 along with renegotiated or new debt and equity
financing arrangements which management believes may be
insufficient to fund its capital expenditures, working capital and
other cash requirements for the year ending December 31, 2009.
Therefore, the Company will be required to seek additional funds
to finance its long-term operations.  The successful outcome of
future activities cannot be determined at this time and there is
no assurance that if achieved, the Company will have sufficient
funds to execute its intended business plan or generate positive
operating results.

In response to these problems, management has taken these actions:

     -- The Company continues its aggressive program for selling
        machines.

     -- The Company continues to implement plans to further reduce
        operating costs.

     -- The Company is seeking investment capital through the
        public and private markets.

     -- The Company is seeking strategic acquisition candidates.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?430d

New Century Companies, Inc., and its wholly owned subsidiary, New
Century Remanufacturing, Inc., provides after-market services,
including rebuilding, retrofitting and remanufacturing of metal
cutting machinery.  Once completed, a remanufactured machine is
"like new" with state-of-the-art computers and the cost to the
Company's customers is substantially less than the price of a new
machine.  The Company currently sells its services by direct sales
and through a network of machinery dealers primarily in the United
States.  Its customers are generally medium to large sized
manufacturing companies in various industries where metal cutting
is an integral part of their businesses.  The Company grants
credit to its customers who are predominately located in the
western United States.  The Company trades on the OTC Bulletin
Board under the symbol "NCNC."


NEXSTAR BROADCASTING: Admits to Being Highly Leveraged
------------------------------------------------------
Nexstar Broadcasting Group, Inc., acknowledged in a regulatory
filing with the Securities and Exchange Commission that the
Company and its affiliate Mission Broadcasting, Inc., "are highly
leveraged, which makes the Company vulnerable to changes in
general economic conditions.

According to the Company, "Our and Mission's ability to meet the
future cash requirements . . . depends on our and Mission's
ability to generate cash in the future, which is subject to
general economic, financial, competitive, legislative, regulatory
and other conditions, many of which are beyond our and Mission's
control.  Based on current operations and anticipated future
growth, we believe that our and Mission's available cash,
anticipated cash flow from operations and available borrowings
under the Nexstar and Mission senior credit facilities will be
sufficient to fund working capital, capital expenditure
requirements, interest payments and scheduled debt principal
payments for at least the next twelve months.  In order to meet
future cash needs we may, from time to time, borrow under credit
facilities or issue other long- or short-term debt or equity, if
the market and the terms of our existing debt arrangements permit,
and Mission may, from time to time, borrow under its available
credit facility.  We will continue to evaluate the best use of
Nexstar's operating cash flow among its capital expenditures,
acquisitions and debt reduction."

As of June 30, 2009, Nexstar and Mission had total combined debt
of $672.8 million, which represented 131.1% of Nexstar and
Mission's combined capitalization.  Nexstar and Mission's high
level of debt requires that a substantial portion of cash flow be
dedicated to pay principal and interest on debt which reduces the
funds available for working capital, capital expenditures,
acquisitions and other general corporate purposes.

                                                   Remainder
                                        Total      of 2009
                                        -----      ---------
Nexstar senior credit facility      $235,208,000    $879,000
Mission senior credit facility      $173,224,000    $864,000
Senior subordinated PIK
   notes due 2014                    $42,628,000           -
7% senior subordinated
   notes due 2014                    $47,910,000           -
7% senior subordinated PIK
   notes due 2014                   $143,600,000           -
11.375% senior discount notes
   due 2013                          $49,981,000           -
                                  --------------   ---------
                                    $692,551,000  $1,743,000

The Company makes semiannual interest payments on its 7% (non-PIK)
Notes of on January 15 and July 15 of each year.  The 11.375%
Notes began to accrue cash interest on April 1, 2008.  The Company
makes semiannual interest payments on its 11.375% Notes on April 1
and October 1.  Its subordinated PIK notes due 2014 will begin
paying cash interest in 2010 and its 7% senior subordinated PIK
notes due 2014 will begin paying cash interest in 2011.  Interest
payments on Nexstar's and Mission's senior credit facilities are
generally paid every one to three months and are payable based on
the type of interest rate selected.

The Company's senior secured credit facility agreement contains
covenants which require its to comply with certain financial
ratios, including: (a) maximum total and senior leverage ratios,
(b) a minimum interest coverage ratio, and (c) a minimum fixed
charge coverage ratio.  The covenants, which are calculated on a
quarterly basis, include the combined results of Nexstar
Broadcasting and Mission.  Mission's senior secured credit
facility agreement does not contain financial covenant ratio
requirements; however it does include an event of default if
Nexstar does not comply with all covenants contained in its credit
agreement.  The senior subordinated notes and senior discount
notes contain restrictive covenants customary for borrowing
arrangements of this type.

As of June 30, 2009, the Company was in compliance with all
covenants contained in the credit agreements governing the senior
secured credit facility and the indentures governing the publicly-
held notes.

On March 30, 2009, the Company closed an offer to exchange
$143,600,000 of the 7% senior subordinated notes due 2014 in
exchange for $142,320,761 7% senior subordinated PIK Notes due
2014.  Based on the financial covenants in the senior secured
credit facility, the PIK Notes are not included in the debt amount
used to calculate the total leverage ratio until January 2011.

In addition to the debt exchange, the Company has undertaken
certain actions as part of its efforts to ensure it does not
exceed the maximum total leverage and senior leverage ratios
including 1) the elimination of corporate bonuses for 2008 and
2009, 2) the consolidation of various back office processes in
certain markets, 3) the execution of a management services
agreement whereby Nexstar operates seven stations in exchange for
a service fee, and 4) the consummation of a purchase agreement on
March 12, 2009, to acquire all the assets of KARZ and the
consummation of a purchase agreement on May 1, 2009, to acquire
all the assets of WCWJ.

The Company's plans for 2009 include certain other cost
containment measures, including one-week Company furloughs for all
employees and reduction of discretionary operating expenses.  The
Company believes the consummation of the exchange offer combined
with the actions, will allow it to maintain compliance with all
covenants contained in the credit agreements governing the senior
secured facility and the indentures governing the publicly held
notes for a period of at least the next 12 months from June 30,
2009.

"However, no assurance can be provided that the actions will be
successful or that further adverse events outside of our control
may arise that would result in our inability to comply with the
debt covenants.  In such event, we would consider a range of
transactions or strategies to address any such situation.  For
example, we might decide to divest non-core assets, seek an
amendment to our bank credit facility, refinance our existing debt
or obtain additional equity financing.   There is no assurance
that any such transactions, or any other transactions, or
strategies we might consider, could be consummated on terms
satisfactory to us or at all," the Company said.

The Company swung to a net loss $1,242,000 for the three months
ended June 30, 2009, from net income of $3,877,000 for the same
period a year ago.  The Company reported net income of $4,810,000
for the six months ended June 30, 2009, from a net loss of
$11,451,000 for the same period a year ago.

As of June 30, 2009, the Company had $629,760,000 in total assets
and in total liabilities of 789,371,000, resulting in
stockholder's deficit of $159,611,000.

In a news statement, the Company said net revenue for the quarter
ended June 30, 2009, totaled $62.2 million, a 12.0% decline from
the Company's record second quarter revenue of $70.6 million in
the comparable period of 2008.  The lower net revenue reflects the
overall downturn in advertising spending due to the impact of the
current economic recession as well as a $2.8 million or 77.0%
reduction in gross political spending in a non-election year.  The
net revenue decline related to the economy and reduction in
political spending in a non-election year more than offset a
$4.1 million or 56.2% increase in total revenue derived from
retransmission consent agreements, e-Media initiatives and
management fees.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?42f4

Nexstar Broadcasting Group, Inc., as of June 30, 2009, owned,
operated, programmed or provided sales and other services to 63
television stations (inclusive of the digital multi-channels),
which includes affilates of NBC, ABC, CBS, Fox, MyNetworkTV and
The CW in markets located in New York, Pennsylvania, Illinois,
Indiana, Missouri, Texas, Louisiana, Arkansas, Alabama, Utah,
Massachusetts, Florida, Montana and Maryland.  Through various
local service agreements, Nexstar provided sales, programming and
other services to stations owned or operated by independent third
parties.


NOVADEL PHARMA: Receives $109,000 From Sale of Shares to Seaside
----------------------------------------------------------------
NovaDel Pharma Inc. on August 14, 2009, had its third closing of
an offering pursuant to which Seaside 88, LP purchased 500,000
shares of the Company's Common Stock at a price per share of $0.23
having an aggregate value of $113,710.  The Company received net
proceeds of $109,000, after deducting commissions and $1,500 in
non-accountable expenses, pursuant to the terms of the parties'
Agreement.

On July 31, 2009, the Company had its second closing of the
Offering pursuant to which Seaside purchased 500,000 shares of the
Company's Common Stock at a price per share of $0.22 having an
aggregate value of approximately $111,665, and, the Company
received net proceeds of approximately $107,000, after deducting
commissions and $1,500 in non-accountable expenses, pursuant to
the terms of the Agreement.

In June 2009, NovaDel entered into a Common Stock Purchase
Agreement with Seaside, whereby the Company agreed to issue and
sell to Seaside 500,000 shares of the Company's common stock,
$0.001 par value per share once every two weeks for 26 closings
over a 52-week period.   Pursuant to the terms of the Agreement,
at the initial closing, the offering price of the Common Stock
equaled 87% of the volume weighted average trading price of the
Common Stock during the trading day immediately prior to the
initial closing date.  At each subsequent closing, on each 14th
day thereafter, the offering price of the Company's Common Stock
will equal 87% of the volume weighted average trading price of the
Common Stock for the 10-day trading period immediately preceding
each subsequent closing date.  If, with respect to any subsequent
closing, the volume weighted average trading price of the
Company's Common Stock for the three trading days immediately
prior to such closing is below $0.25 per share, then the
particular subsequent closing will not occur and the aggregate
number of Shares to be purchased shall be reduced by 500,000
shares of Common Stock.

Novadel posted a net loss of $1,701,000 for the three months ended
June 30, 2009, from a net loss of $3,202,000 for the same quarter
a year ago.  The Company had a net loss of $3,840,000 for the six
months ended June 30, 2009, from a net loss of $5,174,000 for the
same period a year ago.

As of June 30, 2009, the Company had $2,358,000 in total assets
and $9,146,000 in total liabilities, resulting in $6,788,000 in
stockholders' deficit.

In a news statement, the Company said as of June 30, 2009, its
cash and cash equivalents were $500,000.  The Company had negative
working capital of $3.6 million as of June 30, 2009, as compared
to working capital of $100,000 as of December 31, 2008,
representing a net decrease in working capital of $3.7 million,
principally due to the net cash used in operations of $2.8 million
and $1.0 million payment to ProQuest against the First Tranche
Notes.

The Company issued $4.0 million of secured convertible notes to
ProQuest Investments, II, L.P., and related entities, consisting
of approximately $1.5 million of notes issued on May 30, 2008, and
$2.5 million of notes issued on October 17, 2008.  On April 29,
2009 the Company remitted $1.0 million to ProQuest against the
May 30, 2008 First Tranche Notes.  As of June 30, 2009, the
secured convertible notes balance is $3.0 million.

The Company acknowledged it has a history of losses. As a result,
the Company's independent registered public accounting firm in
their audit report has expressed substantial doubt about the
Company's ability to continue as a going concern.  The Company
believes that the cash inflows that have been generated from the
convertible note financing and any additional potential cash
inflows that may be received during 2009 will improve its ability
to continue its operations as a going concern.  Continued
operations are dependent on the Company's ability to complete
product licensing agreements, equity or debt financing activities
or to generate profitable operations.  The capital formation
activities may not be available or may not be available on
reasonable terms.

A full-text copy of the June 2009 Quarterly Report is available at
no charge at http://ResearchArchives.com/t/s?430e

                       About Novadel Pharma

Flemington, New Jersey-based NovaDel Pharma Inc. (NYSE AMEX: NVD)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed drugs.  The Company's proprietary technology offers, in
comparison to conventional oral dosage forms, the potential for
faster absorption of drugs into the bloodstream leading to quicker
onset of therapeutic effects and possibly reduced first pass liver
metabolism, which may result in lower doses.  Oral sprays
eliminate the requirement for water or the need to swallow,
potentially improving patient convenience and adherence.

The Company filed with the Securities and Exchange Commission its
Annual Report for the year ended December 31, 2008, which included
an audit opinion with a "going concern" explanatory paragraph.
The going-concern explanatory paragraph from NovaDel's independent
registered public accounting firm -- J.H. Cohn LLP in Roseland,
New Jersey -- expressed substantial doubt, based upon current
financial resources, as to whether NovaDel can continue to meet
its obligations beyond 2009 without access to additional working
capital.


NOVADEL PHARMA: Receives $150,000 From Velcera on License Deal
--------------------------------------------------------------
NovaDel Pharma Inc., received on August 17, 2009, a milestone
payment of roughly $150,000 from Velcera, Inc., relating to its
License and Development Agreement with Velcera dated June 22,
2004.

The Agreement provides Velcera with a license to develop and
commercialize animal health products using the Company's buccal
spray delivery technology.

Steve Ratoff, the Company's CEO, says, "I am very pleased to see
one of our partners, Velcera, Inc., continue to move forward on
development efforts utilizing NovaDel's proprietary oral spray
technology."

The milestone payment resulted from Velcera's recently announced
global licensing agreement for the first canine pain management
product delivered in a transmucosal mist form.  According to
Dennis Steadman, CEO of Velcera, "Pet health has been a growth
market attracting increased attention thanks in part to its
relative insulation from economic downturns and this delivery
technology can create pet medicines that provide superior
convenience and compliance."

                       About Novadel Pharma

Flemington, New Jersey-based NovaDel Pharma Inc. (NYSE AMEX: NVD)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed drugs.  The Company's proprietary technology offers, in
comparison to conventional oral dosage forms, the potential for
faster absorption of drugs into the bloodstream leading to quicker
onset of therapeutic effects and possibly reduced first pass liver
metabolism, which may result in lower doses.  Oral sprays
eliminate the requirement for water or the need to swallow,
potentially improving patient convenience and adherence.

As of June 30, 2009, the Company had $2,358,000 in total assets
and $9,146,000 in total liabilities, resulting in $6,788,000 in
stockholders' deficit.

The Company filed with the Securities and Exchange Commission its
Annual Report for the year ended December 31, 2008, which included
an audit opinion with a "going concern" explanatory paragraph.
The going-concern explanatory paragraph from NovaDel's independent
registered public accounting firm -- J.H. Cohn LLP in Roseland,
New Jersey -- expressed substantial doubt, based upon current
financial resources, as to whether NovaDel can continue to meet
its obligations beyond 2009 without access to additional working
capital.


OMNOVA INC: S&P Changes Outlook to Stable, Affirms 'B' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on OMNOVA Inc. to stable from negative.  At the same time,
S&P affirmed all ratings on the company including S&P's 'B'
corporate credit rating.

"The outlook revision reflects OMNOVA's improving operating
performance and the strengthening of its financial profile," said
Standard & Poor's credit analyst Henry Fukuchi.

The outlook revision also incorporates improved cash flow
generation and liquidity in recent quarters.  Most of this has
been attributable to falling raw material prices, particularly
butadiene and styrene, and lower energy costs.  Selling prices
have also been favorable in recent quarters as several competitors
exiting or shutting down production levels lowered industry
capacity.

Although operating results have been somewhat stronger in recent
quarters, S&P remains concerned about weak volumes associated with
end markets dependant on discretionary spending and pressures
consistent with the overall economy.  In addition, margins could
suffer if key raw material prices increase, narrowing margins on
an already low volume base.  These factors coupled with
uncertainty related to a substantial recovery in key end markets
related to construction, housing refurbishment, and marine limit
upward rating prospects in the near term.

The stable outlook reflects S&P's expectation of improving
operating trends and adequate liquidity in the near to
intermediate term.  S&P could revise the outlook to positive or
raise the ratings slightly in the next 12 months if favorable
operating trends and financial policies continue to support the
current financial profile.

S&P could lower the ratings or revise the outlook to negative in
the next 12 months if operating results deteriorate, leading to a
weakening in the financial profile.  Specifically, S&P expects
OMNOVA to maintain an FFO to total adjusted debt ratio of 15% or
higher over a business cycle.  The ratings could also come under
pressure if OMNOVA's cash flow and liquidity weaken because of
adverse working capital movements, if key end markets (such as
paper, carpet, and upholstery manufacturing) weaken materially, or
if the company makes a large, debt-financed acquisition that
stretches the financial profile beyond S&P's expectations.  In
S&P's downside scenario, S&P could revise the outlook to negative
or lower the rating if volumes decline by 20% or more or margins
decrease 2 percentage points or more from current levels.  This
could result from unexpected demand declines in one of its
segments or raw material cost pressures.  At that point, S&P
estimate that FFO to debt would decrease below 15%.


ONE LAND LLC: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: One Land LLC
           dba County Inn & Suites at Calabasas
        23627 Calabasas Road
        Calabasas, CA 91302

Case No.: 09-20989

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: August 24, 2009

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

Judge: Maureen Tighe

Debtor's Counsel: Robert M. Yaspan, Esq.
            Law Offices of Robert M. Yaspan
            21700 Oxnard St., Ste .1750
            Woodland Hills, CA 91367
            Tel: (818) 905-7711
            Fax: (818) 501-7711
            Email: ryaspan@yaspanlaw.com

Total Assets: $15,000,000

Total Debts: $15,196,799

The petition was signed by Kwi Hahn, the company's member manager.

Debtor's List of 19 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Verizon California                                    $106

Bank of America                                       $175

HD Supply Facilities                                  $336
Maintenance

US Foodservice                                        $368

Micros Systems, Inc.                                  $745

Eagle I                                               $1,268

COVAD Communications                                  $1,300

Ldgenet Interac COrporation                           $1,301

AT&T Mobility                                         $2,000

Day Dot                                               $3,500

Kwi Hahn                                              $5,000

Susan Chun                                            $5,000

LVMWD                                                 $6,700

Southern California Edison                            $11,000

The Gas Company                                       $11,000

Oceans 5 Investment, Inc.                             $15,000

Ducki Hahn                                            $18,000

Carlson Hospitality Worldwide                         $140,000

Yong II Yoon                                          $800,000
1622 Island Drive
Fullerton, CA 92833


PEAK FITNESS: Shuts Robinhood Unit; Rival Gym to Accept Members
---------------------------------------------------------------
Brent Campbell at FOX8 News reports that Peak Fitness Centers shut
down its Robinhood location on Monday.

Peak Fitness had more than 4,000 members at its Robinhood unit,
FOX8 News relates.

FOX8 News quoted Peak Fitness' Robinhood unit member Roger Hyman
as saying, "They had no signs of anything closing.  Everything was
as scheduled."

The Robinhood space was rented and after bankruptcy and
restructuring, Peak Fitness failed to renegotiate lease terms,
FOX8 News says, citing the gym's manager.

According to FOX8 News, Peak Fitness memberships are being honored
at a nearby Gold's Gym.  The report says that the Better Business
Bureau is working those with dues drafted out of their bank
accounts to contact the financial institution responsible for the
drafts and their bank immediately.

Based in Charlotte, North Carolina, Fitness Management Group, Inc.
-- http://www.peakfitnessclubs.com/-- is the holding company for
Peak Fitness centers. Peak Fitness is a leading regional provider
of fitness centers in North and South Carolina.  The company
currently has 17 locations and is the largest independently
operated fitness club chain in the Carolinas.

The Company filed for Chapter 11 bankruptcy protection on July 10,
2009 (Bankr. W.D. N.C. Case No. 09-31863).  James H. Henderson,
Esq., assists the Company in its restructuring efforts.  The
Company listed $100,001 to $500,000 in assets and $10,000,001 to
$50,000,000 in debts.


PENN OCTANE: Hasn't Paid Auditors, Can't File 2nd Quarter Report
----------------------------------------------------------------
Penn Octane Corporation's Form 10-Q for the quarter ended June 30,
2009, was required to be filed with the Securities and Exchange
Commission by August 14, 2009.  Penn Octane did not file the Form
10-Q by the required due date.  Penn Octane's consolidated
subsidiary, Rio Vista Energy Partners L.P. also did not file its
Form 10-Q for the quarter ended June 30, 2009 by the required
August 14 due date.

Penn Octane consolidates Rio Vista in its financial statements and
accordingly requires the Rio Vista financial information to
prepare its financial statements.  In addition, due to Penn
Octane's continued cash flow constraints, Penn Octane has been
unable to satisfy the outstanding amounts owed to its independent
accountants for prior work performed and accordingly the Auditors
have not yet commenced their review of the March 31, 2009
financial information.  The Auditors have not made any review of
the June 30, 2009 quarterly financial information.

Penn Octane owns 75% of Rio Vista GP LLC, the general partner of
Rio Vista. Penn Octane does not have operations other than
managing the general partner of Rio Vista.

Penn Octane does not have any estimate as to when the Auditors
will be paid or when Rio Vista will be able to issue its quarterly
financial reports which Penn Octane requires to complete its
quarterly financial reports.  Penn Octane believes that filing of
its financial information and other reports will be made, if at
all, only in the event that it has adequate funds to satisfy its
currently outstanding obligations and its management determines
that Penn Octane will have sufficient assets to allow it to resume
and thereafter continue filing reports as required under the
Securities Exchange Act.

The Company filed its March 31, 2009 quarterly report on May 20.
Its independent auditor was not engaged to and did not review the
consolidated financial statements included prior to the deadline
for filing the Form 10-Q, as required by Rule 10-01(d) of
Regulation S-X promulgated under the Securities Exchange Act of
1934, as amended.

As of March 31, 2009, the Company had $52,050,000 in total assets
and total current liabilities of $40,224, and deferred income tax
of $2,909,000.  The Company posted a net loss of net loss of
$1,358,000 for the quarter ended March 31, 2009.

Rio Vista's Report of Independent Registered Public Accounting
Firm on the consolidated financial statements of Rio Vista at
December 31, 2008, contains an explanatory paragraph which
describes an uncertainty about Rio Vista's ability to continue as
a going concern.  If Penn Octane's and Rio Vista's cash flows are
not adequate to pay their obligations, Penn Octane or Rio Vista
may be required to raise additional funds to avoid foreclosure by
creditors.  There can be no assurance that such additional funding
will be available on terms attractive to either Penn Octane or Rio
Vista or available at all.  If additional amounts cannot be
raised, existing debts restructured and cash flow is inadequate,
Penn Octane or Rio Vista would likely be required to seek other
alternatives which could include the sale of assets, closure of
operations or protection under the U.S. bankruptcy laws.

                   About Penn Octane Corporation

Headquartered in Palm Desert, California, Penn Octane Corporation
(NASDAQ:POCC) -- http://www.pennoctane.com/-- formerly known as
International Energy Development Corporation buys, transports and
sells liquefied petroleum gas for distribution in northeast
Mexico, and resells gasoline and diesel fuel.  The company has a
long-term lease agreement for approximately 132 miles of pipeline,
which connects ExxonMobil Corporation's King Ranch Gas Plant in
Kleberg County, Texas and Duke Energy's La Gloria Gas Plant in Jim
Wells County, Texas, to the company's Brownsville Terminal
Facility.


PHH CORPORATION: Fitch Keeps 'B' Short-Term Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating and
related ratings of PHH Corporation.  Approximately $1.69 billion
in debt is affected by this action.

Fitch has affirmed these ratings:

PHH Corporation

  -- Long-term IDR at 'BB+;
  -- Senior unsecured at 'BB+';
  -- Short-term IDR at 'B';
  -- Commercial paper at 'B'.

The Rating Outlook is Negative.

The ratings affirmation reflects PHH's improved financial
flexibility as a result of recent thawing of the ABS markets for
the commercial fleet asset class and positive trends emerging
around profitability.  PHH's capacity to issue up to $3.5 billion
of notes under the Term Asset-Backed Liquidity Facility securities
was a key element in rehabilitating its funding profile.  However,
as TALF and related programs phase out, PHH's funding challenges
could resurface.  At present, the company's reliance on relatively
few wholesale funding providers and uneven operating performance
continue to support a speculative grade rather than an investment
grade rating.

Fitch acknowledges the company's good competitive position in the
fleet leasing and mortgage businesses.  Prior concerns over weaker
profitability have been alleviated somewhat by positive
developments in the company's mortgage segment, driven by rational
pricing and higher volumes.  Recent improvements in this segment
appear sustainable given the company's scale and significant
changes in the competitive landscape.  Rate volatility and other
factors, however, will continue to impact the value of mortgage
servicing rights which tend to skew financial results on a GAAP
basis.  The fleet leasing segment, on the other hand, is beginning
to slowly recover from pricing mismatch on existing customers due
to higher funding costs and lower volume from the lagging
recession.

Assuming continued execution in TALF related deals, Fitch believes
PHH has adequate liquidity and funding vehicles to finance both
businesses through the first half of 2010, when a $1.5 billion
mortgage repurchase facility is up for renewal.  More importantly,
the company's $1.3 billion bank facility, a key source of
unsecured debt used to supplement secured facilities matures in
January 2011.  The bank facility and most mortgage-related secured
facilities are covered by a net worth covenant of approximately
$1 billion.  Headroom under this covenant increased substantially
as net income improved significantly, both sequentially and year
over year, for the quarter and six months ending June 30, 2009
compared to the same period ending 2008.

Fitch believes a negative rating action could result if board and
management changes produce a sudden strategy shift that adversely
impacts bondholders or yield shareholder friendly initiatives.
Ratings stability could emerge if operating performance improves
and remains consistent to create a wider cushion under the net
worth covenant.

PHH currently operates in two businesses: mortgage operations and
vehicle management services.  On June 30, 2009, PHH reported
$8.93 billion in assets.


PHILADELPHIA NEWSPAPERS: Back to Mediation for DIP Loan Objections
------------------------------------------------------------------
The Philadelphia Inquirer reports that its publisher Philadelphia
Newspapers L.L.C. and its creditors will resume mediation to
resolve a dispute over interim debtor-in-possession financing.
Lawrence G. McMichael, a lawyer for the Company, said the parties
made progress August 24 but were unable to resolve the dispute
over short-term financing.

The Company, according to the Inquirer, is seeking permission to
borrow $15 million to fund operations during the coming months.
The Company's lenders -- including the largest senior lenders,
Angelo Gordon & Co. and CIT Group -- objected, offering a similar
loan, but on terms that would require their approval of any
reorganization plan.  The Company is opposed to that provision,
saying the lenders want local management to "turn over the keys"
to the Company.

The parties will report the results of the mediation to Judge
Stephen Raslavich on August 27.

                   About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products.  The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc. The Garden City Group, Inc. serves as
claims and notice agent.   Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


PROPEX INC: Court Approves Fabrics' Settlement With PBGC
--------------------------------------------------------
The Bankruptcy Court has approved a settlement reached by Fabric
Estates Inc. and its affiliates with the Pension Benefit Guaranty
Corp.

As of the Petition Date, the Debtors were the administrator of
their Cash Retirement Plan or "Cash Balance Plan" and their Cash
Value Retirement Plan or "Cash Value Plan."  Benefit accruals
have been frozen under the Cash Balance Plan as of Sept. 1, 2005,
and under the Cash Value Plan as of August 1, 2006.

As previously reported, the Debtors sought the Court's permission
in March 2009 to enter into agreements with the Pension Benefit
Guaranty Corporation for the termination of the Cash Balance
Retirement Plan and the Cash Value Retirement Plan, and the
appointment of PBGC as trustee of the Pension Plans.  The Court
granted the Debtors' request on April 15, 2009.

Subsequently, the PBGC filed proofs of claim against the Debtors
totaling more than $20 million:

  (1) Claim Nos. 560, 561, 564, 565, 568, 569, 572, 573, 576 and
      5771 assert claims based on alleged unfunded benefit
      liabilities under the Pension Plans.  The PBGC
      characterizes these estimated claims as consisting of
      secured, priority, administrative, and unsecured status.

  (2) Claim Nos. 562, 563, 566, 567, 570, 571, 574, 575, 578,
      and 5792 against each of the Debtors, asserting alleged
      minimum funding contributions to the Pension Plans.  The
      PBGC characterizes these alleged estimated claims as
      consisting of priority, administrative, and unsecured
      status.

On July 31, 2009, the PBGC sought the payment of an alleged
administrative claim for $4,632 against the Debtors for pension
insurance premiums with respect to the Cash Value Retirement
Plan.

In addition to its claims, the PBGC also filed a limited
objection to the Debtors' Disclosure Statement Motion, whereby
the PBGC argued that the injunction and release language in the
Plan is overbroad and would prevent the PBGC from carrying out
its statutory duties to enforce certain provisions of the
Employee Retirement Income Security Act of 1974 against non-
debtors.  On July 15, 2009, the Court approved the Debtors'
Disclosure Statement with the addition of language summarizing
the PBGC Objection.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors seek the Court's authority to settle:

  (a) the PBGC's substantial claims filed against the Debtors
      estates; and

  (b) the PBGC's objection to certain language in the Debtors'
      First Amended Joint Plan of Liquidation.

The salient terms of the Parties' Settlement provides that:

  -- the PBGC will be granted a Class 2 Allowed Priority Claim
     for $125,000;

  -- the PBGC's Pension Insurance Premiums Claim of $4,632 will
     be deemed to have been withdrawn;

  -- the PBGC's remaining claims against Fabrics Estate Inc.
     will be allowed as Class 3 General Unsecured Claims, and
     the corresponding claims against the other Debtors will be
     deemed withdrawn;

  -- this language will be included under the modified Section
     13.1 of the Plan:

      "Notwithstanding the foregoing or anything to the contrary
      in this Plan, the Pension Benefit Guaranty Corporation,
      whether acting on its own behalf or as trustee of the
      Pension Plans . . . , is not and shall not be enjoined
      from any act or action against any Representatives or
      individuals regarding fiduciary obligations under the
      Employee Retirement Income Security Act; provided,
      however, that all Representatives and individuals reserve
      all rights they otherwise have at applicable law, and such
      rights are not affected and (4) the PBGC will not object
      to the confirmation of the Plan on any ground."

The Debtors relate that the Official Committee of Unsecured
Creditors consent to the approval of the PBGC Settlement.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.  In Europe, the company has
manufacturing facilities in Germany, Hungary and the United
Kingdom.

The Company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex changed its name to Fabrics estate following the sale of
substantially all of its assets to Xerxes Operating Company, LLC,
and Xerxes Foreign Holding Corp.

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


PROPEX INC: Court Confirms Fabrics Estate Liquidation Plan
----------------------------------------------------------
Judge John C. Cook of the U.S. Bankruptcy Court for the Eastern
District of Tennessee confirmed the First Amended Joint Plan of
Liquidation of Fabrics Estate Inc., Fabrics Estate Holdings Inc.,
Concrete Estate Systems Corp., Fabrics Estate International
Holdings I Inc., and Fabrics Estate International Holding II Inc.
on August 21, 2009.

Upon review, Judge Cook held that the Debtors' Plan complied with
the statutory requirements under Section 1129:

A. The Plan complies with all provisions of the Bankruptcy Code,
  including Sections 1122 and 1123 of the Bankruptcy Code,
  governing classification and contents of the Plan.  Thus, the
  Plan satisfies the requirements of Section 1129(a)(1).  In
  addition, in accordance with Bankruptcy Rule 3016(a), the Plan
  is dated and identified with the name of the Debtors as
  proponents of the Plan.

  In accordance with Sections 1122 and 1123, the Plan provides
  for:

  -- reasonable classification of claims and equity interests;

  -- all holders of Claims and Interests in a particular class
     to receive identical treatment;

  -- adequate means for implementation of the Plan, including
     the creation of a Liquidating Trust and that power for that
     Trust to conserve, protect, collect and liquidate or
     otherwise convert into cash all assets that constitute part
     of the Trust Assets and make Distributions;

  -- the selection and powers of the Liquidating Trustee are
     consistent with the interests of creditors and with public
     policy;

  -- the impairment or unimpairment of Claims or Interests;

  -- sound business judgment in determining contracts and leases
     for assumption or rejection as of the Plan Effective Date;

  -- the pursuit of causes of action by the Liquidating Trustee;
     and

  -- the continuing jurisdiction of the Court over all matters
     related to the Debtors' Chapter 11 cases and Plan as
     consistent with applicable law.

  The Debtors' Plan is a liquidating plan and does not provide
  for the issuance of any non-voting equity securities.

B. The Debtors, as proponents of the Plan, have complied with the
  applicable provisions of the Bankruptcy Code, including
  Sections 1125 and 1126 of the Bankruptcy Code, which requires
  that the Disclosure Statement provides "adequate information"
  for parties entitled to vote to make an informed decision on
  the Plan.  In this light, the Debtors have thus satisfied the
  requirements of Section 1129(a)(2).

C. The Plan was proposed in good faith and not by any means
  forbidden by law, thus satisfying the requirements of Section
  1129(a)(3).  The Court held that the Plan was proposed by the
  Debtors with the honest intent to liquidate their remaining
  assets, primarily Cash and potential Avoidance Actions, in an
  orderly, efficient and expeditious manner so as to maximize
  the potential recovery of creditors.  The Plan was the product
  of arm's-length, good faith negotiations among the Debtors,
  the Committee, the Indenture Trustee, the Pension Benefit
  Guaranty Corporation and other parties-in-interest, the Court
  opined.

D. The Plan satisfies the requirements of Section 1129(a)(4) as
  it provides for the payment of costs and expenses.  Any
  payments made or to be made by the Debtors or by a person
  acquiring property under the Plan, for services or for costs
  and expenses in or in connection with these Chapter 11 cases,
  or in connection with the Plan and incident to these Chapter
  11 Cases, have been approved by, or are subject to the
  approval of, the Court as reasonable.

E. The Plan complies with Section 1129(a)(5) as it identifies
  officers, directors and insiders of the Debtors.  The Plan
  identifies Eugene I. Davis as the initial Liquidating Trustee,
  and Mr. Davis's appointment as Liquidating Trustee is
  approved.  The proposed compensation of Mr. Davis has been
  disclosed and is also approved.  The Liquidating Trust
  Agreement, the terms of which will authorize the actions of
  Mr. Davis, is also authorized and approved.

F. The Plan does not provide for any rate change over which a
  governmental regulatory commission will have jurisdiction and
  thus, Section 1129(a)(6) is not applicable to the Debtors.

G. The Plan satisfies the "best interest of creditors"
  requirement under Section 1129(a)(7).  With respect to each
  Class of impaired Claims and Interests in the Debtors, each
  holder of a Claim or Interest of that Class has either (a)
  accepted the Plan, or (b) will receive or retain under the
  Plan on account of that Claim or Interest, property of a
  value, as of the Effective Date of the Plan, that is not less
  than the amount that such holder would so receive or retain if
  the Debtors were liquidated on that date under Chapter 7 of
  the Bankruptcy Code.

H. The Court acknowledged that the sole Voting Class has voted to
  accept the Plan.  With respect to each Class, other than
  Classes 4 and 5, the Plan satisfies the "plan acceptance"
  requirements of Section 1129(a)(8).  Classes 1 and 2 are not
  impaired under the Plan and are thus presumed to have accepted
  the Plan.  Classes 4 and 5 are deemed to reject the Plan as
  the Plan does not provide distribution to those Classes.
  Moreover, the estate of Fabrics Estate Holdings Inc. holds no
  assets, so the failure to provide any distribution to holders
  of claims or interests in that estate is fair and equitable.

I. Except to the extent that the holder of a particular Claim has
  agreed to different treatment of that Claim, the Plan provides
  that Administrative Claims, Priority Tax Claims and Priority
  Claims will be treated in accordance with Section 1129(a)(9).

J. The Plan has been accepted by at least one Class of Claims
  that is impaired under the Plan, Class 3, and thus, complies
  with Section 1129(a)(10).

K. The Plan provides for the liquidation of the Debtors'
  remaining assets through the transfer of all the Debtors'
  assets to the Liquidating Trust.  The Plan contemplates the
  liquidation and winding down of the Debtors' Estates,
  therefore, no subsequent reorganization will ensue after the
  Plan Effective Date.  The Debtors believe that they will be
  able to timely perform all obligations described in the Plan
  and that the Plan is feasible, thereby complying with Section
  1129(a)(11).

L. The Plan satisfies the requirements of Section 1129(a)(12) as
  it provides that all fees and charges due and payable as of
  the Effective Date will be paid on or before the Effective
  Date or when otherwise due and that all those post-
  confirmation fees will be paid by the Liquidating Trust,
  including fees payable under Section 1930 of the Judiciary and
  Judicial Procedures Code.

M. Pursuant to the Court's April 15, 2009 order approving the
  termination of the Debtors' retirement plans and the
  appointment of the Pension Benefit Guaranty Corporation as
  trustee of those plans, there are no retiree benefits to be
  continued by the Debtors as to any current or former
  employees.  Thus, Section 1129(a)(13) is inapplicable to the
  Debtors.

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

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

P. Section 1129(a)(16), which addresses non-profit organizations,
  does not apply to the Debtors.

Judge Cook also opined that the Plan satisfies the "cramdown"
requirements of Section 1129(b) and can be confirmed
notwithstanding the deemed rejection by Classes 4 and 5.  The
Court that the Plan does not discriminate fairly against holders
of Class 4 Allowed Interests and Class 5 Allowed Holdings Claims
and Interests, who are deemed to reject the Plan.  Furthermore,
no Class of Claims or Interests junior to Classes 4 and 5 will
receive or retain any property under the Plan.

                          Voting Results

James Katchadurian, senior vice president at Epiq Bankruptcy
Solutions, LLC, the Debtors' balloting agent, presented to the
Court a tabulation of the voting results on August 20, 2009.  He
noted that only holders of Class 3 General Unsecured Claims were
allowed to vote on the Plan and majority of the members of the
Voting Class voted to accept the Plan.

Voting
Class     Accept Amt.  Accept Count  Reject Amt.  Reject Count
------   ------------- ------------ ------------- ------------
Class 3    $96,712,024          740    $5,675,907            7
Gen.            94.46%       99.06%         5.54%        0.94%
Unsecured
Claims

A full-text copy of the report of all votes included in the
tabulation prepared by Epiq is available for free at:

       http://bankrupt.com/misc/Propex_Class3Votes.pdf

All ballots not validly executed in accordance with the
Disclosure Statement Order were not counted.

                        Plan Supplements

Prior to the Confirmation hearing, the Debtors also submitted to
the Court a Memorandum of Law in support of their 1st Amended
Plan of Liquidation on August 20, 2009.  The Debtors maintained
that the Plan complied with the confirmation requirements under
the Bankruptcy Code.  With regard to the Internal Revenue
Service's contention that the Revised 1st Amended Plan fails to
provide certainty with regard to the occurrence of the Effective
Date, the Debtors note their intention, as well as that of
Official Committee of Unsecured Creditors, is for the Effective
Date to be declared 11 days after the entry of the Confirmation
Order.  The Debtors tell the Court that it is anticipated that
payments on account of undisputed priority claims, including the
IRS claim, will be made soon after the Effective Date.

The Debtors assert that the IRS' objection that the Plan
Injunction Provision concerning injunction of any claim against
the Debtors violates the Anti-Injunction Act.  The Debtors note
that the IRS makes unfounded contention without citation to any
case law.

The Debtors have subsequently modified Plan language to reflect
that the terms of the Plan do not constitute an injunction
binding on the IRS.

The Debtors also submitted exhibits to the Court, including the
declaration of Mr. Katchadurian of Epiq Bankruptcy Solutions,
Secured Claim Summary, Administrative Claim Summary, Priority
Claim Summary, Current Cash Excel Spreadsheet, and resume of
Eugene I. Davis.

             Approval of Liquidating Trust Agreement

The Court has also approved the Liquidating Trust Agreement.  The
Liquidating Trust will be established and become effective as of
the Plan Effective Date.  Title to Trust Assets will
automatically vest in the Liquidating Trust as of the Effective
Date.  Eugene I. Davis is designated as the liquidating trustee.
The Liquidating Trust and the Liquidating Trustee have the
exclusive right to institute, prosecute, enforce, abandon,
settle, compromise or release any and all Causes of Action, and
to distribute the Trust Assets pursuant to the Plan and the
Liquidating Trust Agreement.

The Debtors will continue to exist after the Effective Date as
legal entities.  After the final distribution has been made
pursuant to the Plan, the Liquidating Trustee may take actions
necessary to cause the Debtors to be dissolved as deemed
appropriate by the Liquidating Trust.

The Confirmation Order is deemed to permanently enjoin all
persons that have held, currently hold or may hold a claim
against the Debtors from commencing or continuing any lawsuit,
action or other proceeding against any Debtor or the Liquidating
Trust.

The Official Committee of Unsecured Creditors will cease
operating and dissolve on the Effective Date, except that the
Committee will remain in existence for the limited purposes of
(i) filing fee applications for fees incurred in these Chapter 11
Cases; and (ii) litigating any pending litigation or appeal to
which the Committee is a party and is ongoing as of the Effective
Date.

A full-text copy of the Confirmation Order is available for free
at http://bankrupt.com/misc/Fabrics_PlanConfirmation.pdf

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.  In Europe, the company has
manufacturing facilities in Germany, Hungary and the United
Kingdom.

The Company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex changed its name to Fabrics estate following the sale of
substantially all of its assets to Xerxes Operating Company, LLC,
and Xerxes Foreign Holding Corp.

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


PTS INC: June 30 Balance Sheet Upside-Down by $328,900
------------------------------------------------------
PTS Inc.'s balance sheet at June 30, 2009, showed total assets of
$1.41 million and total liabilities of $1.74 million, resulting in
a stockholders' deficit of $328,925.

For three months ended June 30, 2009, the Company posted a net
loss of $242,668 compared with a net loss of $122,510 for the same
period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $353,686 compared with a net loss of $582,124 for the same
period in 2008.

As of June 30, 2009, the Company had a deficiency in working
capital of $948,861.  Cash provided by operations was $4,506
during the six months ended June 30, 2009.  A loss of $305,387 was
offset by a decrease in accounts receivable of $183,555 and by
non-cash charges of $54,402 of depreciation and amortization,
$25,225 in stock based expense, $17,544 in financing expense and
$8,204 of loss attributable to extinguishment of debt.

                       Going Concern Doubt

On April 13,2009, Lynda R. Keeton CPA, LLC, in Las Vegas,
expressed substantial doubt about PTS Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2008, and 2007.
The auditing firm pointed to the company's limited operations and
continued net losses.

                          About PTS Inc.

Headquartered in Las Vegas, Nevada, PTS Inc. (OTC BB: PTSH)
-- http://www.ptspi.com/-- is a holding company with two
operating subsidiaries.

GloveBox Inc. which owns the rights to patented, revolutionary
Glove Box(TM), the only product that offers contamination
reduction through automated glove dispensing.  The Glove Box(TM)
system is a free-standing dispenser of disposable latex gloves.

Disability Access Consultants Inc. which conducts facility
inspections, policy review and program analysis in addition to
comprehensive continuums of other compliance services.


PULTE HOMES: Fitch Affirms Issuer Default Rating at 'BB+'
---------------------------------------------------------
Fitch Ratings has affirmed Pulte Homes, Inc.'s ratings:

  -- Issuer Default Rating at 'BB+';
  -- Senior unsecured at 'BB+';
  -- Unsecured bank credit facility at 'BB+'.

Fitch has also upgraded and removed Centex Corp.'s ratings from
Rating Watch Positive:

  -- IDR to 'BB+' from 'BB';
  -- Senior unsecured to 'BB+' from 'BB'.

In addition, Fitch has withdrawn these ratings for CTX:

  -- Short-term IDR at 'B';
  -- Commercial paper at 'B'.

The Rating Outlook is Negative.

The affirmation of PHM's ratings and the upgrade of CTX's IDR and
unsecured notes are consistent with Fitch's actions in April 2009
when the merger was initially announced.  At that time, Fitch
affirmed PHM's ratings and placed CTX's IDR and unsecured debt
ratings on Rating Watch Positive.

Following the Aug. 18, 2009 closing of the merger, CTX became a
wholly owned subsidiary of PHM.  Fitch equalized the IDRs of PHM
and CTX based on the guarantees provided by each of the companies'
homebuilding material operating subsidiaries to both of the
issuing entities.  PHM assumed CTX's unsecured notes, which will
now benefit from the guarantees of PHM's homebuilding operating
subsidiaries.  Similarly, PHM's unsecured notes and revolving
credit facility will also have the guarantees of CTX's
homebuilding operating subsidiaries.

The rating affirmation for PHM acknowledges that while the
company's leverage increases moderately as a result of the merger,
the combined company has a strong liquidity position, a more
diversified product line, an expanded market presence in top
markets, and the potential for significant cost savings from
operating efficiencies.  Furthermore, the ratings affirmation
incorporates the expectation that PHM will likely be able to
improve its leverage profile by year-end 2009 with the recently
announced tender offer for $1.5 billion of debt as well as the
repayment of $211 million of senior notes coming due in September.
However, the erosion of shareholder's equity from potential
significant non-cash inventory impairment charges could impede the
company's ability to lower its leverage despite the expected debt
paydown.

On a pro forma basis as of June 30, 2009, the combined company had
a debt to capitalization ratio of 65.6% and a net debt to
capitalization ratio of 48.6%.  PHM has an established track
record of financial discipline as leverage has historically
remained below 45% (on an annual basis).  However, the erosion of
shareholder's equity from non-cash real estate charges and
deferred tax valuation allowances led to untypically high leverage
in 2008.  PHM's long term targeted leverage range is 35%-45%.  The
combined company has a strong liquidity position with
$3.08 billion of cash on the balance sheet.  Even after factoring
in the $1.5 billion of cash to be used for the tender offer and
the $211 million for the repayment of an upcoming debt maturity,
PHM will continue to have cash in excess of $1.3 billion,
$703 million of availability under its revolving credit facility,
and no near-term debt maturities until 2012.

The combination of PHM and CTX further enhances PHM's broad
geographic and product diversity.  CTX's significant presence in
the entry level and first move-up categories complements PHM's
strength in both the move-up and active adult segments.  PHM's Del
Webb (active adult) segment is perhaps the best-recognized brand
name in the homebuilding business and continues to outperform the
company's traditional housing segment.  Together, PHM and CTX will
have considerable presence in more than 59 markets across the
country.  The increased size of the combined company is also
expected to result in cost savings from operating efficiencies.
PHM estimates that efficiency gains and other savings from the
transaction could generate cost reductions of approximately
$350 million annually.

The combined company will control a roughly 6.3-year supply of
land based on latest 12 months deliveries, 84.6% of which will be
owned and the balance controlled through options.  Land holdings
will include more than 50,000 owned, finished lots.  Given the
company's current land position, Fitch expects PHM to continue to
be disciplined in its land acquisition and development spending,
while acknowledging that the company may selectively acquire lots
at attractive prices.  The Negative Outlook reflects the current
very difficult U.S. housing market and Fitch's expectations that
the housing environment remains challenging for the remainder of
the year.  Nevertheless, there are more positive signals and
developments for housing and related industries now than at any
time previously in the downturn.  Of course, challenges remain or
are on the horizon, which may not prevent a near-term bottom, but
are likely to meaningfully moderate the early stages of a
recovery.

The Outlook also considers the integration risk associated with a
large acquisition.  Although PHM has successfully integrated large
acquisitions in the past, execution risk remains in implementing a
sizeable combination at a time when the operating environment is
expected to remain difficult for all industry participants.  The
combined company will have LTM closings of approximately 28,300
homes, roughly 35% more than the 21,000 homes delivered by PHM in
2008.  It is important to note that PHM's management has had
experience managing a much larger operation in the recent past.
PHM delivered 45,600 homes in 2005 and 41,500 homes in 2006.
Fitch will continue to monitor management actions, including
progress on debt repayment, achievement of cost savings from
operating efficiencies, and inventory management.  Divergence from
management's stated goals could have negative ratings implication.

Future ratings and Outlooks will also be influenced by broad
housing market trends as well as company specific activity, such
as land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and free cash flow trends and uses.


READER'S DIGEST: Wants October 8 Extension for Schedules
--------------------------------------------------------
The Reader's Digest Association, Inc., and its 48 Debtor-
affiliates ask the Court to extend until October 8, 2009, the
deadline within which they may file their schedules of assets and
liabilities, schedules of current income and expenditures,
schedules of executory contracts and unexpired leases, and
statements of financial affairs.

Section 521 of the Bankruptcy Code and Rule 1007 of the Federal
Rules of Bankruptcy Procedure require a debtor to file its (i)
schedules of assets and liabilities; (ii) schedules of current
income and expenditures; (iii) schedules of executory contracts
and unexpired leases; and (iv) statements of financial affairs
within 15 days after a debtor's bankruptcy filing.

James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, contends that the scope and complexity of the Debtors'
businesses, coupled with the limited time and resources available
to the Debtors to marshal the required information, necessitate
an extension of the deadline to file the Schedules and
Statements.  He points out that like the large bankruptcy cases
of General Motors Corp. and Chrysler LLC, the Reader's Digest
Debtors require extra time to prepare and file their Schedules
and Statements.

The limited staff available to perform the required internal
review of their financial records and affairs, the numerous
critical operational matters that their accounting and legal
personnel must address in the early days of their Chapter 11
cases, the pressure incident to the commencement of the cases and
the fact that certain prepetition invoices have not yet been
received or entered into their accounting systems provide ample
cause justifying, if not necessitating, a 30-day extension of the
Debtors' deadline to file the Schedules and Statements, Mr.
Sprayregen further argues.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.


READER'S DIGEST: Court OKs Access to $100-Mil. DIP Loan
-------------------------------------------------------
Judge Robert Drain has granted The Reader's Digest Association
Inc. interim approval of its request to obtain debtor-in-
possession financing of up to $150 million from its prepetition
senior lenders.  Reader's Digest will be able to access up to $100
million pending final approval of the DIP financing, Christopher
Scinta and Linda Sandler at Bloomberg News reported.  Seven of the
Company's senior lenders led by JPMorgan Chase & Co. and GE
Capital Corp. agreed to provide the $150 million DIP loan, which
will become exit financing once the company leaves Chapter 11
protection.

Reader's Digest has said the financing will ensure adequate
funding for its reorganization case and for its international
operations.

Before filing for bankruptcy, Reader's Digest has reached
agreement on a Chapter 11 plan with 80% of its senior lenders but
has not yet filed the plan with the Bankruptcy Court. "We think
the heavy lifting has been done," a Company lawyer, Paul Basta of
Kirkland & Ellis LLP, said of the pre-negotiated agreements with
lenders, according to the Bloomberg report.  "We're working hard
on a plan and disclosure statement."

Under the agreement, RDA's senior lenders would exchange a
substantial portion of the company's $1.6 billion in senior
secured debt for equity, effectively transferring ownership to the
lender group.  The agreement also establishes the substantive
terms of the $550 million in debt that will remain on RDA's
balance sheet upon exit.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.


READER'S DIGEST: Chapter 11 Filing Cues Moody's 'D' Ratings
-----------------------------------------------------------
Moody's Investors Service changed The Reader's Digest
Association's Probability of Default rating to D from Ca following
the company's announcement that it filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on
August 24, 2009.  The rating outlook was changed from negative to
stable, although Moody's plans to withdraw all ratings for the
company over the near-term.

Downgrades:

Issuer: Reader's Digest Association, Inc.  (The)

  -- Probability of Default Rating, Downgraded to D from Ca

Outlook Actions:

Issuer: Reader's Digest Association, Inc.  (The)

  -- Outlook, Changed To Stable From Negative

The downgrade of the PDR to D reflects the company's bankruptcy
filing, which Moody's classifies as a "default" event, consistent
with the "D" Probability of Default rating.  The Ca Corporate
Family Rating and ratings for individual debt instruments are
based on application of Moody's Loss Given Default framework
utilizing an expected 35% family recovery rate driven by a 4.0x
distress multiple to estimated EBITDA.  These ratings remain
unchanged as they had previously been set to ultimate expected
loss levels preceding the now definitive but anticipated
bankruptcy restructuring announcement.

Moody's last rating action on RDA was on August 17, 2009, when it
lowered RDA's CFR and PDR to Ca from Caa3, its senior secured
credit facility rating to Ca from Caa2 and its senior subordinated
notes rating to C from Ca.

RDA'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 RDA's core industry and RDA's ratings are believed to
be comparable to those of other issuers of similar credit risk.

RDA, headquartered in Pleasantville, New York, is a global
publisher and direct marketer of products including books,
magazines, recorded music collections and home videos, and food
and gifts.  Annual revenue is approximately $2.2 billion.


RESERVE PRIMARY FUND: Investors May Recover 99 Cents a Share
------------------------------------------------------------
The Reserve Primary Fund and its Independent Trustees, in a
statement released by Business Wire, said they unequivocally
support the distribution of the Fund's remaining assets on a fair
and equitable basis as quickly as possible and on Friday filed
briefs with the U.S. District Court for the Southern District of
New York stating that position.  In those briefs, the Independent
Trustees explained that, based on revised calculations and updated
data, each unpaid shareholder may receive $0.9875 per share, pro
rata, and possibly up to $0.99 per share, based on certain
assumptions.  The Independent Trustees previously estimated that
investors would receive $0.985 per share.

To date, the Primary Fund has distributed $46.08 billion through
four interim distributions on a pro rata basis to remaining
shareholders, representing $.90 per share for each of the
remaining 51.18 billion shares outstanding.  The Fund holds
$4.55 billion of remaining assets (not counting any value for its
$785 million face amount of Lehman Brothers Holdings securities).
The Board has set aside $3.5 billion of those assets in a special
reserve to satisfy possible legal, accounting and other expenses,
including claims for indemnification that could be made against
Fund assets as a result of pending shareholder claims against the
Fund, its officers and Trustees.

The Independent Trustees retained Cornerstone Research to analyze
the amount that could be distributed to remaining investors on a
pro rata basis based on certain assumptions.  One assumption is
that the special reserve could be substantially reduced, possibly
to around $90 million, if the court were to approve a Proposed
Plan of Distribution suggested by the Securities and Exchange
Commission.  Based on this assumption and assuming that the Fund
would be unable to recover any value for its Lehman position,
remaining investors would be paid $.9875 per share, pro rata.
Shareholders could possibly receive up to $0.99 per share, pro
rata, should the Fund receive 17% of par value for its Lehman
securities, a figure that may reflect the current market value of
the position.  The ultimate amount distributed will vary depending
on the actual price received for the Lehman securities, the amount
of Fund expenses, and other factors.

There can be no guarantee at this stage that the Court will
approve the SEC's proposed plan, or that the special reserve can
be reduced.  Nor can there be a guarantee as to the price at which
Lehman securities can be sold or the timing of any such sale.
Still, the Board is hopeful that through the SEC's proposed
distribution plan or through other resolution of the litigation,
the Fund can release more to investors more quickly.  As
previously stated, "the sooner the litigation is resolved, the
sooner moneys held in the special reserve can be released to
shareholders and, potentially, the greater the payout.

The Reserve Primary Fund is a large money market mutual fund that
is currently in liquidation.  On September 16, 2008, during the
global financial crisis, it lowered its share price below
$1 because of exposure to Lehman Brothers debt securities.  This
resulted in demands from investors to return their funds as the
financial crisis mounted.  The Reserve had multiple other funds
frozen because of this failure.


ROYAL INVEST: June 30 Balance Sheet Upside-Down by $1.25 Million
----------------------------------------------------------------
Royal Invest International Corp.'s balance sheet at June 30, 2009,
showed total assets of $136.14 million and total liabilities of
$137.39 million, resulting in a stockholders' deficit of about
$1.25 million.

For three months ended June 30, 2009, the Company posted a net
loss of $1.15 million compared with a net loss of $2.16 million
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $2.59 million compared with $1.91 million for the same period
in 2008.

The Company has incurred a net loss of $2,590,204 for the six
months ended June 30, 2009, has an accumulated deficit of
$23,731,595 at June 30, 2009, and there are existing uncertain
conditions which the Company faces relative to its obtaining
financing and capital in the equity markets.

The Company said there is substantial doubt about its ability to
continue as a going concern.  The Company is working to raise
additional capital to meet its working capital needs and is
restructuring operating costs to be more in line with revenues.
There can be no assurances, however, that it will be successful in
its efforts to raise capital or to reduce operating costs to a
level where it will attain profitability.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?42fd

Royal Invest International Corp. (OTC:RIIC) together with its
subsidiaries, owns, operates and manages real estate in Europe.
As of December 31, 2008, the Company owned 18 properties.  The
properties aggregate approximately 88,077 square meters,
consisting of office buildings and business centers.  The
properties are located in Germany and the Netherlands.  The
Company's direct and indirect subsidiaries include Royal Invest
Europe B.V., Royal Invest Development and Services B.V., Vastgoed
Beleggings Mij. Bunnik 1 B.V., Royal Invest German Properties 1
B.V., Alfang B.V., and AmogB B.V.


SADDLE MOUNTAIN: Fitch Affirms 'BB' Rating on $13.1 Mil. Bonds
--------------------------------------------------------------
In the course of surveillance, Fitch Ratings affirms the 'BB'
rating on approximately $13.1 million in outstanding school
improvement bonds of Saddle Mountain Unified School District (US$)
No. 90 (AZ).  The Rating Outlook is revised to Positive from
Stable.

The Outlook revision reflects the district's improved financial
performance, planning and management policies.  The district
expects to come out of state receivership by December 2009 as a
result of its enhanced financial profile.  The district was placed
under state receivership in June 2007 due to substantially weak
financial operations resulting in negative general fund balances
dating back to fiscal 2005.  Under the state receiver the district
has made significant expenditure cuts in order to restore balanced
financial operations.  Other rating factors include a favorable
debt profile and moderate capital needs, and substantial taxpayer
concentration.  Although enrollment pressures have subsided
recently, projected population growth and corresponding capital
needs may pressure general fund operations in the intermediate
term.  Fitch will continue to monitor the district's pace of
recovery under new management.  It's emergence from receivership
and ability to generate consecutive years of positive financial
results are imperative in order for the district to return to an
investment grade rating.

Audited fiscal 2008 results show the district generated an
operating surplus of approximately $472,000, thereby reducing the
negative general fund balance to roughly $426,000 from about
$900,000 in fiscal 2007.  The balance in the debt service fund
grew to a healthy $279,000 from a negative balance of about
$291,000 in fiscal 2007.  The district expects to achieve a
positive general fund balance for fiscal 2009, the first time
since fiscal 2005, and also carried over 4% of its general fund
balance for the fiscal 2010 budget per the state mandate.  In
fiscal 2009 the district reduced expenditures by eliminating more
than 27 non-certified and highly paid classified positions.  The
district implemented a strict salary schedule for all employees
and hired a reduced number of certified classified employees to
effectively manage class sizes and resources.  Additionally, the
district no longer offers financial incentives for current and
prospective employees and began to maximize the use of volunteers.
Transportation costs were also substantially reduced through
operational efficiencies, the elimination of over-time pay for bus
drivers, and a reduction in work hours.  The fiscal 2010 budget
assumes no salary increases and includes a $250,000 surplus for
the general fund.

The district worked with the state receivers to construct a
financial recovery model that forecasts revenues and expenditures
and accounts for a certain level of enrollment growth over the
next nine years.  Development of this plan demonstrates
significant improvement in financial planning and management
policies.  The district has repaid $1 million of the $3.8 million
originally owed to the state of Arizona (the State); the model
helps ensure the district will successfully meet all required
payments over the next nine years.

Although projections for enrollment growth have moderately
subsided to 3-5% over the next three to five years due to a
slowdown in residential development, the district faces certain
capital maintenance needs in the near-term.  The district will
request voter-approval for a $12 million bond initiative in
November 2009 to renovate its oldest elementary school and
implement security upgrades to several of its facilities.  The
district's maintenance and operations override is also up for
renewal, and the outcome of that election will affect its ability
to maintain a stable financial position while making the required
payments to the State.

The district receives no state aid because of its property rich
tax base.  Approximately 92% of the district's assessed valuation
is concentrated in the four owners of the Palo Verde Nuclear
Generation Station.  Although still a credit concern, the
district's concentration risk is somewhat offset by the utility's
role as a major power provider for the southwestern region of the
U.S.  Currently, the district has $13.1 million in outstanding
general obligation debt, which is equal to low 0.3% of market
value due to its wealthy tax base.

Saddle Mountain US$ No. 90 encompasses 550 square miles in the
west-central portion of Maricopa County.  The district captures
most of the undeveloped land in the western valley of the Phoenix-
Mesa MSA, the unincorporated areas Tonopah and Wintersburg and a
portion of the Town of Buckeye.


SAINT ANNE ADOPTION: Collapses After Freeze of Assets
-----------------------------------------------------
Brian Caldwell at The Record reports that Saint Anne Adoption
Agency has gone bankrupt.

The Record relates that Saint Anne stopped operations after its
assets were frozen.  The report says that money had been moving
between Saint Anne and Kids Link International Adoption Agency, a
non-profit group operating under the name Imagine Adoption and
which already went bankrupt.  The report states that Saint Anne
has $35,000 in the bank, and its liabilities are likely to be
several times that amount.

Imagine and Saint Anne operated as one organization and held
provincial licenses to facilitate adoptions in different parts of
the world, according to The Record.  They remained separate legal
entities with different boards of directors, states the report.

Andrew Morrow, Saint Anne's remaining director and who held key
posts with the Company and Imagine, agreed last week to file for
bankruptcy, The Record says.  According to the report, families
were considering costly, time-consuming legal action to force a
bankruptcy on Saint Anne.

The Record quoted Susan Taves, the bankruptcy trustee for DBO
Dunwoody in Kitchener, Ontario, as saying, "This is the right
decision to wrap up a company in trouble and the right decision to
help families . . . try to move forward."

The Record states that a meeting of creditors is being arranged
for the first week of September.

The Record relates that four of Saint Anne's five directors
claimed they had resigned or didn't know they were listed as
members of the board.

According to The Record, 30 families using Saint Anne to adopt
children from South America and the Caribbean, primarily Ecuador,
had their cases put on indefinite hold due to the collapse of
Imagine, but they will be able to claim their files for possible
transfer to other adoption agencies.

It is unlikely Saint Anne can be saved or rolled into the new
agency because it has so little money left, The Record reports,
citing Ms. Taves.

The Record relates that Waterloo Regional Police are conducting
probes on allegations that senior staff at Imagine and Saint Anne
made more than $300,000 in questionable purchases -- including
trips, home renovations and a horse -- using corporate credit
cards.

Saint Anne Adoption Agency is the sister agency of Cambridge
adoption agency Kids Link International Adoption Agency.  It
shares a Web site with Kids Link at:

          http://www.kids-link.ca/stanne/privacy.html


SAN WEST: Posts $152,238 Net Loss in Three Months Ended June 30
---------------------------------------------------------------
San West, Inc., fka Human BioSystems, posted a net loss of
$152,238 for three months ended June 30, 2009, compared with a net
loss of $18,810 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $312,393 compared with a net loss of $27,627 for the same
period in 2008.

The Company's balance sheet showed total assets of $3.68 million,
total liabilities of $3.15 million and stockholders' equity of
528,082.

The Company said there is substantial doubt about its ability to
continue as a going concern.  The Company said that in the course
of funding research and development activities, the Company
sustained operating losses since inception and has an accumulated
deficit of $671,468 and $359,075 at June 30, 2009, and Dec. 31,
2008, respectively.  In addition, the Company has negative working
capital of $2,413,800 and $177,931 at June 30, 2009, and Dec. 31,
2008, respectively.

In this regard, management is proposing to raise any necessary
additional funds not provided by operations through loans or
through additional sales of its common stock.  There is no
assurance that the Company will be successful in raising this
additional capital or in achieving profitable operations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?42ff

San West, Inc. fka Human BioSystems (OTC:HBSY) designs,
manufactures, sells and repairs off-road buggies, well as provides
after market performance products and accessories for buggies.
San West's products are sold both at its store and online, while
its buggy repair services are sold and fulfilled at its store.


SB PARTNERS: Earns $1.8 Million in Three Months Ended June 30
-------------------------------------------------------------
SB Partners reported a net income of $1.86 million for three
months ended June 30, 2009, compared with a net income of 624,780
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $4.24 million compared with a net loss of $1.36 million for the
same period in 2008.

At June 30, 2009, the Company's balance sheet showed total assets
of $57.52 million, total liabilities of $39.20 million and
partners' capital of $18.32 million.

As of June 30, 2009, the Company had cash and cash equivalents of
approximately $392,000.  These balances are approximately $152,000
lower than cash and cash equivalents held on Dec. 31, 2008.  Cash
and cash equivalents were lower as Company paid down operating
liabilities, scheduled mortgage principal payments and capital
costs for the industrial flex property in Minnesota.

Total outstanding debt at June 30, 2009, consisted of
$16.71 million of long-term non-recourse first mortgage notes,
secured by real estate owned by the Company and $22.00 million
under an unsecured credit facility.  The Company has no other debt
except normal trade accounts payable and accrued management fees.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?42e5

                        About SB Partners

SB Partners is a New York limited partnership engaged in
acquiring, operating and holding for investment a varying
portfolio of real estate interests.   1971, the year it began
operations.  As of December 31, 2008, the Company owns an
industrial flex property in Maple Grove, Minnesota, and warehouse
distribution properties in Lino Lakes, Minnesota and Naperville,
Illinois.  In addition, the Company has a 30% interest in Sentinel
Omaha, LLC, an affiliate of the Company's general partner.

                        Going Concern Doubt

On May 27, 2009, Dworken, Hillman, LaMorte & Sterczala, P.C., in
Shelton, Connecticut raised substantial doubt about SB Partners'
ability to continue as a going concern after auditing the
Company's financial results of the years ended December 31, 2008,
and 2007.  The auditor pointed that the partnership's unsecured
credit facility matured on Feb. 28, 2009, and the partnership
has not been able to arrange a replacement loan, extension or
refinancing.


SCO GROUP: Wins Appeal Against Novell; Trustee to be Named
----------------------------------------------------------
On August 24, 2009, the United States Court of Appeals for the
Tenth Circuit issued its published opinion in the case of The SCO
Group, Inc. v. Novell, Inc. (No. 08-4217).  According to SCO
Group, in the opinion, the Tenth Circuit Court reversed in
material respects the summary judgment of August 10, 2007,
rendered by the United States District Court of Utah, and the
Final Judgment entered on November 20, 2008.  In its opinion, the
Tenth Circuit Court reversed the summary judgment that Novell did
not transfer certain UNIX copyrights to the Santa Cruz Operations
as part of an Asset Purchase Agreement executed in 1995, as
amended, and it also reversed the summary judgment that Novell had
the right, under that Asset Purchase Agreement, to waive on behalf
of SCO, or to direct SCO to waive, certain claims it had asserted
against International Business Machines.

The Tenth Circuit Court affirmed the District Court's judgement
with regards to the royalties due Novell under the 2003 Sun-SCO
Agreement of $2,547,817 plus interest.  The Court remanded the
case back to the District Court for trial.  The Tenth Circuit
Court's conclusion is: "For the foregoing reasons, we AFFIRM the
district court's judgment with regards to the royalties due Novell
under the 2003 Sun-SCO Agreement, but REVERSE the district court's
entry of summary judgment on (1) the ownership of the UNIX and
UnixWare copyrights; (2) SCO's claim seeking specific performance;
(3) the scope of Novell's rights under Section 4.16 of the APA;
(4) the application of the covenant of good faith and fair dealing
to Novell's rights under Section 4.16 of the APA. On these issues,
we REMAND for trial."

                  SCO Group Losing Ch. 11 Control

While SCO has won a signal victory in its prolonged litigation
with Novell, it is unclear, though, whether the victory in the
Tenth Circuit Court came in time to save the ability of the
company to control the destiny of its Chapter 11 case, Bloomberg's
Bill Rochelle points out.

On Aug. 5, the U.S. Bankruptcy Court for the District of Delaware
ordered the appointment of a Chapter 11 trustee for SCO.  Given
how the focus of the SCO reorganization has been on the Novell
lawsuit, the bankruptcy judge suggested appointing a retired judge
or lawyer specializing in litigation.  A Chapter 11 trustee hadn't
been named as of August 24, Mr. Rochelle said.

According to Bloomberg, rather than have a trustee, SCO had wanted
the Bankruptcy Court to allow the sale of the business.  SCO
argued it had a buyer who would pay $5 million, allowing the
payment of creditors in full while it continued pursuing the
lawsuit with Novell.  The bankruptcy judge disagreed with SCO's
strategy.

The Bankruptcy Court ruling came before the Appeals Court
decision.

                          About SCO Group

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq:SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.
The company has office locations in Australia, Austria, Argentina,
Brazil, China, Japan, Poland, Russia, the United Kingdom, among
others.

The Company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on September 14, 2007 (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsel.  Epiq Bankruptcy
Solutions LLC, acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in the Debtors' cases due to insufficient
response from creditors.

As of January 31, 2009, the Company had $8.78 million in total
assets and $13.2 million in total liabilities, resulting in
$4.51 million in stockholders' deficit.


SEA CONTAINERS: Auditor Recommends Final OK for Professional Fees
-----------------------------------------------------------------
Having reviewed all of the final reports and orders allowing fees
and expenses for the prior interim periods, Warren H. Smith &
Associates, P.C., the Debtors' fee auditor, tells the Court that
it does not believe there is any reason to change any of the
amounts awarded to certain of the Debtors' bankruptcy
professionals for the prior interim periods.  Thus, the Fee
Auditor recommends final approval of these fees and expenses:

Professional              Period         Total Fees    Expenses
------------              ------         ----------    --------
Kirkland & Ellis   10/15/06 - 11/30/08  $32,094,441  $1,650,304

Pricewaterhouse-   10/16/06 - 11/24/08   13,703,464     166,756
Coopers LLP

Bingham McCutchen  10/26/06 - 11/24/08   10,410,440     477,729

AP Services, LLC   04/01/07 - 11/24/08    7,939,514      37,629

Willkie Farr &     01/22/07 - 11/30/08    6,750,593     277,771
Gallagher LLP

Zolfo Cooper Ltd.  10/26/06 - 11/24/08    6,115,166     111,626

Houlihan Lokey     10/26/06 - 11/24/08    4,795,322     226,240
Howard & Zukin
Capital, Inc.

Sidley Austin LLP  10/15/06 - 11/24/08    3,006,228     100,618

Vollman Brothers   10/15/06 - 11/30/08    2,924,884     291,364
Limited

Carter Ledyard &   10/15/06 - 11/24/08    2,429,976      76,613
Milburn LLP

Reed Smith         10/15/06 - 11/24/08    1,827,970     174,774
Richards Butler

Young Conaway      10/15/06 - 11/24/08    1,495,890     271,748
Stargatt & Taylor

Appleby            10/15/06 - 11/30/08    1,053,622      18,421

Morris, Nichols,   10/26/06 - 11/30/08      922,662          --
Arsht & Tunnell

Pricewaterhouse-   02/23/07 - 11/24/08      802,003      12,570
Coopers Legal LLP

Navigant           02/15/08 - 11/24/08      467,459       8,959
Consulting Inc.

Pepper Hamilton    01/26/07 - 11/24/08      301,031      31,802

Conyers Dill &     10/15/06 - 11/24/08      127,821     779,854
Pearman

Attride-Stirling   08/13/07 - 11/24/08      110,108         874
& Woloniecki

The Fee Auditor also recommends payment of Rothschild, Inc.'s fees
aggregating $1,725,000, and reduced expenses totaling $41,600 for
the period from September 1, 2007, through July 31, 2008.

                     About Sea Containers Ltd.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provided passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company had regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The Company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  Through its GNER subsidiary, Sea Containers
Passenger Transport operated Britain's fastest railway, the Great
North Eastern Railway, linking England and Scotland.  It also
conducts ferry operations, serving Finland and Estonia as well as
a commuter service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represented the Debtors in
their restructuring efforts.  The Official Committee of Unsecured
Creditors and the Financial Members Sub-Committee of the Official
Committee of Unsecured Creditors of Sea Containers Ltd. were
represented by William H. Sudell, Jr., Esq., and Thomas F.
Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell LLP.  Sea
Containers Services, Ltd.'s Official Committee of Unsecured
Creditors was represented by attorneys at Willkie Farr & Gallagher
LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083 as of its bankruptcy filing.

Sea Containers Ltd., Sea Containers Services Ltd., and Sea
Containers Caribbean, Inc., notified the Court and parties-in-
interest on February 11, 2009, that their Fourth Amended Joint
Plan of Reorganization became effective.

(Sea Containers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Court Denies Mervyn Dacey's $420,000 Claim
----------------------------------------------------------
Sea Containers Ltd. and its affiliates filed on October 23, 2008,
an objection to Claim No. 1, which was asserted for $420,290 by
Mervyn Dacey, purportedly on behalf of Muriel Barry, trustee of
the Dacey Trust.

The Claimant did not file a response to the Objection, but
responded by a letter to the Debtors dated November 25, 2008,
enclosing a copy of a Trust Deed Document dated March 24, 1985.
On December 9, 2008, the Court held a hearing on the Objection, at
which time the Claimant appeared by telephone.

The Court opined that the Claimant has not provided the Court with
sufficient evidence or documentation to show that he is a
representative of Ms. Barry's estate.  Judge Carey maintained that
there is nothing in the record to show that the Sea Containers
Ltd.'s shares owned by Ms. Barry were transferred to the Trust or
to the Claimant.

Hence, Judge Carey sustained the Objection, and disallowed Claim
No. 1.

                     About Sea Containers Ltd.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provided passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company had regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The Company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  Through its GNER subsidiary, Sea Containers
Passenger Transport operated Britain's fastest railway, the Great
North Eastern Railway, linking England and Scotland.  It also
conducts ferry operations, serving Finland and Estonia as well as
a commuter service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represented the Debtors in
their restructuring efforts.  The Official Committee of Unsecured
Creditors and the Financial Members Sub-Committee of the Official
Committee of Unsecured Creditors of Sea Containers Ltd. were
represented by William H. Sudell, Jr., Esq., and Thomas F.
Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell LLP.  Sea
Containers Services, Ltd.'s Official Committee of Unsecured
Creditors was represented by attorneys at Willkie Farr & Gallagher
LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083 as of its bankruptcy filing.

Sea Containers Ltd., Sea Containers Services Ltd., and Sea
Containers Caribbean, Inc., notified the Court and parties-in-
interest on February 11, 2009, that their Fourth Amended Joint
Plan of Reorganization became effective.

(Sea Containers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Post-Confirmation Report - Ended June 30, 2009
--------------------------------------------------------------

                     Sea Containers, Ltd.
               Post Confirmation Summary Report
                     Ending June 30, 2009

Beginning Cash Balance                              $18,446,031

All receipts received by the Debtor
  Repayment of loan note to Seaco Ltd.              (18,760,000)
  Interest income                                         6,342
  Sale of Debtors assets                                100,000
  SC Group cash repatriation                         18,617,229
  Foreign exchange                                    1,281,265
  Inter company banking sweep                        (1,344,750)
                                                   ------------
Total of cash received                                  (99,914)

Total of cash available                              18,346,117

  Less all disbursements or payments
  made by the Debtor:

  Disbursements made pursuant to the                          -
  admin. claims of bankruptcy professionals

  Debtor in possession loan repayment                         -

  All other disbursements made in the
  ordinary course                                       537,733
                                                   ------------
Total Disbursements                                     537,733
                                                   ------------
Ending Cash Balance                                 $17,808,384
                                                   ============

                 Sea Containers Services, Ltd.
               Post Confirmation Summary Report
                     Ending June 30, 2009

Beginning Cash Balance                                  $92,307

All receipts received by the Debtors:
  SCSL cash repatriation to SCL                       2,905,635
  SC Group cash repatriation to SCSL                 (2,905,635)
  Tax refunds                                           308,364
  Interest income                                            10
  Foreign exchange                                        6,418
  Inter company banking sweep                         1,344,750
                                                   ------------
Total of cash received                                1,659,542

Total of cash available                               1,751,849

Less all disbursements or payments
made by the Debtor:

  Disbursements made under the plan, excluding                -
  the admin. claims of bankruptcy professionals

  Disbursements made pursuant to the                          -
  admin. claims of bankruptcy professionals

  All other disbursements made in the
  ordinary course                                     1,369,255
                                                   ------------
Total Disbursements                                   1,369,255
                                                   ------------
Ending Cash Balance                                    $382,594
                                                   ============

                     About Sea Containers Ltd.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provided passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company had regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The Company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  Through its GNER subsidiary, Sea Containers
Passenger Transport operated Britain's fastest railway, the Great
North Eastern Railway, linking England and Scotland.  It also
conducts ferry operations, serving Finland and Estonia as well as
a commuter service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represented the Debtors in
their restructuring efforts.  The Official Committee of Unsecured
Creditors and the Financial Members Sub-Committee of the Official
Committee of Unsecured Creditors of Sea Containers Ltd. were
represented by William H. Sudell, Jr., Esq., and Thomas F.
Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell LLP.  Sea
Containers Services, Ltd.'s Official Committee of Unsecured
Creditors was represented by attorneys at Willkie Farr & Gallagher
LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083 as of its bankruptcy filing.

Sea Containers Ltd., Sea Containers Services Ltd., and Sea
Containers Caribbean, Inc., notified the Court and parties-in-
interest on February 11, 2009, that their Fourth Amended Joint
Plan of Reorganization became effective.

(Sea Containers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SHIRLEY A JOBE: Proposes Goe & Forsythe as Bankruptcy Counsel
-------------------------------------------------------------
Shirley A. Jobe asks the U.S. Bankruptcy Court for the Central
District of California for authority to employ Goe & Forsythe, LLP
as counsel.

The firm will, among other things:

   -- advise and assist the Debtor with respect to compliance with
      the requirements of the U.S. Trustee;

   -- advice the Debtor regarding matters of bankruptcy law,
      including the rights and remedies of the Debtor in regards
      to their assets and with respect to the claims of the
      creditors; and

   -- represent the Debtor in any proceedings or hearings in the
      Bankruptcy Court and in any action in any other court where
      the Debtor's rights under the Bankruptcy Code may be
      litigated or affected.

Marc C. Forsythe, Esq., a member of the firm, tells the Court that
the firm received a $2,500 prepetition retainer from Castle
Antiques, a business owned by the Debtor.

Mr. Forsythe assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Forsythe can be reached at:

       Goe & Forsythe, LLP
       18101 Von Karman Avenue, Suite 510
       Irvine, CA 92612
       Tel: (949) 798-2460
       Fax: (949) 955-9437

                       About Shirley A. Jobe

Corona del Mar, California-based Shirley A. Jobe dba Castle
Antiques filed for Chapter on Aug. 6, 2009 (Bankr. C.D. Calif.
Case No. 09-18128).  Marc C. Forsythe, Esq., represents the Debtor
in its restructuring efforts.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


SHIRLEY A JOBE: Wants Schedules Filing Extended Until September 8
-----------------------------------------------------------------
Shirley A. Jobe asks the U.S. Bankruptcy Court for the Central
District of California to extend until Sept. 8, 2009, its time to
file its schedules of assets and liabilities, statement of
financial affairs.

Corona del Mar, California-based Shirley A. Jobe dba Castle
Antiques filed for Chapter on Aug. 6, 2009 (Bankr. C.D. Calif.
Case No. 09-18128).  Marc C. Forsythe, Esq., represents the Debtor
in its restructuring efforts.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


SHIRLEY A JOBE: Section 341(a) Meeting Slated for September 8
-------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Shirley A. Jobe's Chapter 11 case on Sept. 8, 2009, at
11:00 a.m.  The meeting will be held at 411 W Fourth St., Room
1-159, Santa Ana, California.

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

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

Corona del Mar, California-based Shirley A. Jobe dba Castle
Antiques filed for Chapter on Aug. 6, 2009 (Bankr. C.D. Calif.
Case No. 09-18128).  Marc C. Forsythe, Esq., represents the Debtor
in its restructuring efforts.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


SINCLAIR BROADCAST: S&P Retains Negative Watch on 'B-' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Hunt
Valley, Maryland-based TV broadcaster Sinclair Broadcast Group
Inc. and its operating subsidiary, Sinclair Television Group Inc.,
including the 'B-' corporate credit rating, remain on CreditWatch
with negative implications.

Sinclair has agreed in principle with the ad hoc committee of
certain holders of its 3.000% and 4.875% putable convertible
senior notes that STG will launch a private placement of second-
lien notes due 2014.  Issuance of such notes requires STG to
obtain an amendment to its bank credit facility.  The proceeds of
the notes issuance will be used to repurchase the putable
convertibles in cash tender offers at a modest discount to par
value.

S&P initially placed the ratings on CreditWatch with negative
implications on July 13, 2009, in response to Sinclair's
announcement that Cunningham, its local marketing agreement (LMA)
partner in six markets, could enter bankruptcy proceedings by the
end of July (the termination date of its $33.5 million term loan),
which would cause a default and potential acceleration under
Sinclair's bank credit facility.  Sinclair's credit facility
contains certain cross-default provisions with respect to
Cunningham as a "material third-party licensee." A default by
Cunningham would therefore cause a default under Sinclair's credit
facility and could lead to acceleration of repayment of Sinclair's
debt.

"In resolving S&P's CreditWatch listing," said Standard & Poor's
credit analyst Deborah Kinzer, "we will monitor Sinclair's
progress in obtaining a bank amendment.  S&P will also evaluate
the final terms of such amendment and the results of the cash
tender offers and private placement issuance."


SIX FLAGS: Terms of Amended Reorganization Plan
-----------------------------------------------
Six Flags, Inc., Premier International Holdings, Inc., and their
debtor affiliates delivered to the U.S. Bankruptcy Court for the
District of Delaware a first amended joint plan of reorganization
and an accompanying disclosure statement, dated August 20, 2009.

The First Amended Plan, among others, reflects estimated recovery
and amounts for classified claims, and adds one class of claim --
Funtime, Inc. Unsecured Claims.  The Amended Plan also includes
financial projections and valuation and liquidation analyses.

Under the First Amended Plan, the Debtors estimate that the
reorganization value of Six Flags will range between
approximately $1.12 billion and $1.38 billion, with a midpoint
value of $1.25 billion, as of an assumed Effective Date of
December 31, 2009.

Under the Plan, the holders of Prepetition Credit Agreement
Claims against Six Flags Theme Parks Inc. and certain of its
wholly-owned domestic subsidiaries will convert those Claims into
(i) approximately 92% of the New Common Stock to be issued by
Reorganized SFI, subject to dilution by the Long-Term Incentive
Plan, and (ii) a new term loan in the aggregate amount of
$600 million.

Based on the Debtors' estimate of Allowed Claims as of an assumed
December 31, 2009 Plan Effective Date in these Reorganization
Cases, the First Amended Plan provides for a recovery of:

  -- approximately 92.2% to 112.8% to holders of Six Flags Theme
     Parks, Inc. Prepetition Credit Agreement Claims;

  -- a 100% recovery for the holders of all Other Secured
     Claims;

  -- a 100% recovery for the holders of Unsecured Claims against
     all Debtors other than SFO and SFI;

  -- 8.2% to 12.4% to holders of Unsecured SFO Claims;

  -- 0.4% to 0.6% to holders of Unsecured SFI Claims; and

  -- no recovery for holders of Funtime, Inc. Claims,
     Subordination Securities Claims and Pre-confirmation Equity
     Interests in SFI.

                 Registration Rights Agreement

On the Plan Effective Date, Reorganized SFI expects to enter into
a registration rights agreement with each holder of greater than
5% of the New Common Stock.  Pursuant to the Registration Rights
Agreement, holders collectively owning at least 20% of the
outstanding shares of New Common Stock would have the right to
require Reorganized SFI to effect registered, underwritten
secondary offerings of those holders' New Common Stock on terms
and conditions to be negotiated and reflected in the Registration
Rights Agreement, with the number of demand registration rights
to be determined.  Holders of New Common Stock entitled to demand
those registrations will be entitled to request an aggregate of
three registrations.

A blacklined version of the First Amended Disclosure Statement is
available for free at:

       http://bankrupt.com/misc/sixf_1stplanblackline.pdf

A blacklined version of the First Amended Chapter 11 Plan is
available for free at:

        http://bankrupt.com/misc/sixf_1stdsblackline.pdf

                     About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Treatment of Claims Under Amended Reorganization Plan
----------------------------------------------------------------
Six Flags Inc.'s First Amended Joint Plan of Reorganization added
one class of claims -- Funtime Inc. Unsecured Claims.  The First
Amended Plan also discloses the estimated amount of claims under
each class and revises the estimated recovery for some classes of
claims.

The First Amended Plan contemplates these classification and
treatment of claims:

Class      Description            Treatment
-----      -----------            ---------
N/A        Administrative        Paid in full, in Cash, on the
           Expense Claims         later of the Effective Date
                                  or when the Claim becomes
                                  Allowed.  Claims incurred in
                                  the ordinary course of
                                  business will be paid in full
                                  or performed, as applicable,
                                  in the ordinary course of
                                  business.

                                  Estimated Recovery: 100%

                                  Estimated Amount: $500,000
                                  plus any amounts incurred or
                                  payable in the ordinary course
                                  of business

N/A        Professional          Paid in full, in Cash, in
           Compensation and       accordance with the order of
           Reimbursement          the Court allowing any Claim.
           Claims
                                  Estimated Amount: Undetermined

                                  Estimated Recovery: 100%

N/A        Priority Tax          Either (i) paid in full, in
           Claims                 Cash, on the Effective Date
                                  or as soon as practicable, or
                                  (ii) commencing on the
                                  Effective Date, over a period
                                  not exceeding five years from
                                  and after the Petition Date,
                                  in equal semi-annual Cash
                                  payments with interest for
                                  the period after the
                                  Effective Date at the rate
                                  determined under applicable
                                  non-bankruptcy law.

                                  Estimated Amount: Undetermined

                                  Estimated Recovery: 100%

1          Other Priority        Unimpaired.  Deemed to accept
           Claims                 the Plan, not entitled to
                                  vote.  Paid in full, in Cash.

                                  Estimated Amount: $11.1 mil.

                                  Estimated Recovery: 100%

2          Secured Tax Claims    Unimpaired.  Deemed to accept
                                  the Plan, not entitled to
                                  vote.  Either paid in full in
                                  Cash on the Effective Date or
                                  paid over a period not
                                  exceeding five years from and
                                  after the Petition Date in
                                  equal semi-annual Cash
                                  payments with interest at the
                                  rate determined under
                                  non-bankruptcy law.

                                  Estimated Amount: $13.9 mil.

                                  Estimated Recovery: 100%

3          Other Secured         Unimpaired.  Deemed to accept
           Claims                 the Plan, not entitled to
                                  vote.  Either (i) reinstated,
                                  (ii) paid in full in Cash, or
                                  (iii) receive the Collateral
                                  securing Other Allowed
                                  Secured Claim and any
                                  required interest.

                                  Estimated Amount: $0

                                  Estimated Recovery: 100%

4          Six Flags Theme       Impaired.  Entitled to vote.
           Parks Prepetition      On each periodic Distribution
           Credit Agreement       Date, each holder of an
           Claims                 Allowed Prepetition Credit
                                  Agreement Claim will receive
                                  its Ratable Proportion of the
                                  New Term Loan and 92% of
                                  newly issued New Common Stock
                                  in Reorganized SFI, subject
                                  to dilution, by the Long-Term
                                  Incentive Plan, in full and
                                  complete satisfaction of the
                                  STFP Prepetition Credit
                                  Agreement Claim.

                                  Estimated Amount: $1.128 bil.,
                                  plus accrued and unpaid
                                  interest at the default rate

                                  Estimated Recovery: 92.2% to
                                  112.8%

5          SFTP TW Guaranty      Impaired.  Entitled to vote.
           Claims                 On the Effective Date, SFTP's
                                  guaranty of the obligations
                                  under the TW Loan will be
                                  discharged and TW will
                                  receive a new guaranty of the
                                  obligations under the TW Loan
                                  by Reorganized SFTP.

                                  Estimated Amount: Undetermined

                                  Estimated Recovery: 100%

6          SFTP TW Indemnity     Impaired.  Entitled to vote.
           Claims                 On the Effective Date, the
                                  SFTP's guaranty of the
                                  obligations under the
                                  Subordinated Indemnity
                                  Agreement will be discharged
                                  and exchanged for a new
                                  guaranty of the obligations
                                  under the Subordinated
                                  Indemnity Agreement by
                                  Reorganized SFTP.

                                  Estimated Amount: Undetermined

                                  Estimated Recovery: N/A

7          SFTP and SFTP         Unimpaired.  Deemed to accept
           Subsidiary Unsecured   the Plan, not entitled to
           Claims                 vote.  Each Allowed Subsidiary
                                  Unsecured Claim will be either
                                  (i) reinstated, or (ii) paid
                                  in full in Cash.

                                  Estimated Amount: $27.1 mil.

                                  Estimated Recovery: 100%

8          Six Flags Operations  Impaired.  Entitled to vote.
           Prepetition Credit     On the Effective Date, SFO's
           Agreement Claims       guaranty of the obligations
                                  under the Prepetition Credit
                                  Agreement will be discharged
                                  and exchanged for a new
                                  guaranty of the obligations
                                  under the New Term Loan by
                                  Reorganized SFO.

                                  Estimated Amount: Contingent
                                  and unliquidated

                                  Estimated Recovery: N/A

9          SFO Time Warner       Impaired.  Entitled to vote.
           Guaranty Claims        On the Effective Date, SFO's
                                  guaranty of the obligations
                                  under the TW Loan will be
                                  discharged and TW will receive
                                  a new guaranty of the
                                  obligations under the TW Loan
                                  by Reorganized SFO.

                                  Estimated Amount: Undetermined

                                  Estimated Recovery: N/A

10         SFO TW Indemnity      Impaired.  Entitled to vote.
           Claims                 On the Effective Date, SFO's
                                  guaranty of the obligations
                                  under the Subordinated
                                  Indemnity Agreement will be
                                  discharged and exchanged for
                                  a new guaranty of the
                                  obligations under the
                                  Subordinated Indemnity
                                  Agreement by Reorganized SFO.

                                  Estimated Amount: Undetermined

                                  Estimated Recovery: N/A

11         SFO Unsecured Claims  Impaired.  Entitled to vote.
                                  On each periodic Distribution
                                  Date, Allowed SFO Unsecured
                                  Claims receive a Distribution
                                  Pro Rata Share of 7% of newly
                                  issued New Common Stock in
                                  Reorganized SFI, subject to
                                  dilution by the Long-Term
                                  Incentive Plan.

                                  Estimated Amount: $420 million

                                  Estimated Recovery: 8.2% to
                                  12.4%


12         SFI TW Guaranty       Impaired.  Entitled to vote.
           Claims                 On the Effective Date, SFI's
                                  guaranty of the obligations
                                  under the TW Loan will be
                                  discharged and TW will
                                  receive a new guaranty of the
                                  obligations under the TW Loan
                                  by Reorganized SFI.

                                  Estimated Amount: Undetermined

                                  Estimated Recovery: N/A

13         SFI TW Indemnity      Impaired.  Entitled to vote.
           Claims                 On the Effective Date, SFI's
                                  guaranty of the obligations
                                  under the Subordinated
                                  Indemnity Agreement will be
                                  discharged and exchanged for
                                  a new guaranty of the
                                  obligations under the
                                  Subordinated Indemnity
                                  Agreement by Reorganized SFI.

                                  Estimated Recovery: N/A

14         SFI Unsecured Claims  Impaired.  Entitled to vote.
                                  On each periodic Distribution
                                  Date, Allowed SFI Unsecured
                                  Claims receive a Distribution
                                  Pro Rata Share of 1% of newly
                                  issued New Common Stock in
                                  Reorganized SFI, subject to
                                  dilution by the Long-Term
                                  Incentive Plan.

                                  Estimated Amount: $1.346 bil.

                                  Estimated Recovery: 0.4% to
                                  0.6%

15         Funtime, Inc.         Impaired.  Deemed to reject
           Unsecured Claims       the Plan, not entitled to
                                  vote.  No distribution.

                                  Estimated Amount: $0

                                  Estimated Recovery: 0%


16         Subordinated          Impaired.  Deemed to reject
           Securities Claims      the Plan, not entitled to
                                  vote.  No distribution.

                                  Estimated Amount: $0

                                  Estimated Recovery: 0%

17         Preconfirmation       Unimpaired.  Deemed to accept
           Subsidiary Equity      the Plan, not entitled to
           Interests              vote.  Unaltered by the terms
                                  of the Plan.

                                  Estimated Amount: N/A

                                  Estimated Recovery: N/A

18         Preconfirmation SFO   Impaired.  Deemed to reject
           Equity Interests       the Plan, not entitled to
                                  vote.  No distribution.

                                  Estimated Amount: N/A

                                  Estimated Recovery: 0%

19         Preconfirmation SFI   Impaired.  Deemed to reject
           Equity Interests       the Plan, not entitled to
                                  vote.  No distribution.

                                  Estimated Amount: N/A

                                  Estimated Recovery: 0%

                     About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Financial Projections Under Amended Plan
---------------------------------------------------
In connection with the development of the Joint Plan of
Reorganization, and for the purposes of determining whether the
Plan satisfies the feasibility standard, Six Flags Inc. and its
affiliates analyzed their ability to satisfy financial obligations
while maintaining sufficient liquidity and capital resources.  In
this regard, the Debtors, in consultation with their advisors,
prepared projected consolidated statements of operations and
projected consolidated statements of cash flows for the years
ending December 31, 2009 through 2013, and the projected
consolidated balance sheets for SFI as of December 31, 2009
through 2013.

The Projections were prepared by the Debtors in August 2009 and
reflect the anticipated impact of the Plan and actual results
through June 2009.  Therefore, the Projections assume that the
Plan will be implemented in accordance with its stated terms.
The Projections are inherently uncertain as they are based on
estimates and assumptions that rely on the forecast of key
economic variables, including, but not limited to, unemployment,
consumer confidence, personal savings rates and consumer spending
trends which impact attendance at the theme parks and demand for
in-park and other products and services, U.S. amusement and theme
park industry projections, capital market conditions, the ability
to manage increases in its costs, particularly labor and
utilities, working capital needs and capital expenditures, and
the ability to maintain good customer relations and appropriately
manage the growth of operations.

In addition, the Projections make assumptions with regard to
certain operations that are not majority owned by Six Flags, and
therefore results of operating decisions and strategic direction
could vary materially from the forecast since Six Flags does not
ultimately control these entities.

The Projections assume a Plan Effective Date of December 31,
2009, with Allowed Claims and Allowed Interests treated as
described in the Plan.  If the Debtors do not emerge from Chapter
11 as currently scheduled, additional Administrative Expense will
be incurred until the time as a plan of reorganization is
confirmed and becomes effective.  These Administrative Expenses
could significantly impact Six Flags' cash flows if the Effective
Date is materially later than the Effective Date assumed in the
Financial Projections.

          Projected Condensed Consolidated Balance Sheets
                        (In $ Thousands)

                                     As of December 31,
                                 2009        2010        2011
                              ----------  ----------  ----------
Assets:
Cash                             $109,052     $83,849    $108,869
Accounts Receivable                20,491      20,577      20,847
Inventories                        22,859      23,472      24,048
Prepaid Expenses and other         44,438      42,863      44,145
                               ----------  ----------  ----------
Total Current Assets             $196,840    $170,761    $197,909

Net Property Plant & Equipment  1,517,333   1,461,239   1,396,145
Other Assets                      204,396     202,904     208,875
                               ----------  ----------  ----------
Total Assets                   $1,918,569  $1,834,904  $1,802,929
                               ==========  ==========  ==========

Liabilities and Equity:
Accounts Payable                  $22,235     $20,285     $20,892
Accrued Expenses                  103,755     101,601     104,641
Other Current Liabilities          16,227      15,702      16,269
                               ----------  ----------  ----------
Total Current Liabilities        $142,217    $137,588    $141,802

Long-Term Debt                   $636,844    $622,394    $622,609
Liabilities from Discontinued
  Operations                        6,450       6,600       6,750
Other Long-Term Liabilities        60,892      57,992      48,992
Deferred Income Taxes             116,233     109,706     115,899
Redeemable Non-controlling
  Interests                       355,933     325,933     295,933
Mandatorily Redeemable
  Preferred Stock                       -           -           -
                               ----------  ----------  ----------
Total Stockholders' Equity        600,000     574,691     570,944

Total Stockholders'
  Equity and Liabilities       $1,918,569  $1,834,904  $1,802,929
                               ==========  ==========  ==========

           Projected Condensed Consolidated Balance Sheets
                         (In $ Thousands)

                                            As of December 31,
                                               2012       2013
                                          ----------  ----------
Assets:
Cash                                        $165,886    $253,263
Accounts Receivable                           20,914      21,043
Inventories                                   24,813      25,370
Prepaid Expenses and other                    43,875      44,213
                                          ----------  ----------
Total Current Assets                        $255,488    $343,889

Net Property Plant & Equipment             1,319,884   1,242,457
Other Assets                                 218,066     218,380
                                          ----------  ----------
Total Assets                              $1,793,438  $1,804,726
                                          ==========  ==========

Liabilities and Equity:
Accounts Payable                             $20,764     $20,924
Accrued Expenses                             104,000     104,800
Other Current Liabilities                     16,417      16,698
                                          ----------  ----------
Total Current Liabilities                   $141,181    $142,422

Long-Term Debt                              $622,238    $622,238
Liabilities from Discontinued Operations       6,900       7,050
Other Long-Term Liabilities                   46,092      43,193
Deferred Income Taxes                        129,823     150,164
Redeemable Noncontrolling Interests          265,933     235,933
Mandatorily Redeemable Preferred Stock             -           -
Total Stockholders' Equity                   581,271     603,726
                                          ----------  ----------
Total Stockholders' Equity
  and Liabilities                        $1,793,438  $1,804,726
                                          ==========  ==========

A full-text copy of the Financial Projections is available for
free at http://bankrupt.com/misc/sixf_finlprojections.pdf

                     About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Proposes Amendment to Prepetition Credit Facility
------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Six Flags Inc. and
its affiliates ask Judge Christopher S. Sontchi of the United
States Bankruptcy Court for the District of Delaware for
authority to amend a senior secured credit facility, dated
May 25, 2007.

The Prepetition Credit Facility provides for:

-- an $850 million term loan maturing in April 2015,
    $835,125,000 of which was outstanding as of March 31, 2009;
    and

-- a revolving facility totaling $275 million, $242,658,000 of
    which was outstanding as of March 31, 2009, as well as
    letters of credit in the amount of $31,402,000 on that
    date, and an uncommitted optional term loan tranche of up
    to $300 million.

JPMorgan Chase Bank, N.A., serves as agent for the Prepetition
Lenders.  The Borrowers are dependent on the Revolver to fund
off-season expenses and must remain compliant with certain
conditions, including a senior secured leverage ratio and certain
other covenants.  The Revolver matures on March 31, 2013.

Six Flags Theme Parks, Inc., is the borrower under the Credit
Facility, and its direct parent, Six Flags Operations, Inc.,
along with its domestic subsidiaries, are guarantors.  The Credit
Facility contains customary representations and warranties, as
well as affirmative and negative covenants.  The Credit Facility
requires quarterly principal repayments in the amount of
$2.125 million, which commenced on September 30, 2007, with all
remaining principal under the Credit Facility due at maturity on
April 30, 2015, other than with respect to the Revolver, which
matures on March 31, 2013.  As consideration for the Credit
Facility, SFTP and SFO granted the agent for the Prepetition
Lenders a security interest in substantially all of the
Borrowers' assets, including those of its wholly-owned domestic
subsidiaries.

The Debtors are obligated to redeem certain outstanding preferred
income equity redeemable shares, which were required to be
redeemed for cash on August 15, 2009, and total approximately
$287.5 million, in addition to accrued and unpaid dividends,
which will total approximately $31,300,000.

Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that as an inducement to the
Participating Lenders to support the Debtors' Plan of
Reorganization, the Debtors consented to certain amendments to
the Credit Facility.  Specifically, the Amendment sets forth,
among other things, revised liquidity covenants extending the
consolidated leverage rations to the term lenders under the
Credit Facility.  In addition, the Amendment changes certain
terms and conditions to the optional and mandatory prepayments
requirements under the Credit Facility.

These relatively modest revisions are part of the overall
business deal struck by the Debtors with the participating
lenders, Mr. Shapiro notes.

A full-text copy of the First Amendment to the Credit Facility is
available for free at:

     http://bankrupt.com/misc/SixF_1stamendedCrdfacility.pdf

The Court will convene a hearing to consider the motion on
September 10, 2009, at 1:00 p.m.

                     About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SOUTH FINANCIAL: Fitch Downgrades Issuer Default Rating to 'B+'
---------------------------------------------------------------
Fitch Ratings has downgraded the ratings for The South Financial
Group, Inc., and its principal bank subsidiary, Carolina First
Bank, including the long-term Issuer Default Rating to 'B+' from
'BB+'.  The Individual Rating for both entities is lowered to 'D'
from 'C/D'.  The Outlook is Negative.

Fitch's downgrade of TSFG's ratings reflects the company's
continued high net credit losses, and elevated and increasing
level of problem assets.  Many parts of its Southeast U.S.
footprint remain under economic stress.  The company has been
particularly hard hit in its residential construction and
development, land, and mortgage portfolios, particularly in
Florida and the coastal areas of the Carolinas.  High provisioning
needs continue to produce quarterly net losses and erode capital.
Fitch believes that loan losses will remain elevated during 2009
and into 2010.  Additionally, TSFG's pre-provision operating
earnings continue to suffer from a relatively weak net interest
margin and low contribution from fee income.

Fitch notes that TSFG has taken steps to bolster capital,
including the recent issuance of common equity and the sale of
non-core assets and businesses.  It has preferred stock exchange
offers pending that would bolster Tier I common equity further.
Fitch believes that even if these exchanges proceed as TSFG
anticipates, the company will need to raise additional common
equity in 2010 given Fitch's asset quality outlook.

TSFG's ratings reflect the level of asset quality and earnings
pressure on the company.  The Negative Outlook conveys that if the
pending preferred stock exchanges are not successful, Fitch
believes the institution would continue to operate, although the
risk of deferral on preferred stock dividends would be
significantly heightened.  The Negative Outlook also incorporates
the possibility that asset quality trends and general market
conditions may worsen beyond Fitch's expectations.

The South Financial Group, Inc., is a $12.6 billion bank holding
company headquartered in Greenville, SC, that operates a branch
network of 177 offices.  It operates as Carolina First Bank in
North Carolina and South Carolina and under the Mercantile Bank
name in Florida.

Fitch has taken these rating actions, with a Negative Outlook:

South Financial Group, Inc. (The)

  -- Long-term IDR downgraded to 'B+' from 'BB+';
  -- Preferred stock to 'CCC' from 'B+';
  -- Short-term IDR affirmed at 'B';
  -- Individual downgraded to 'D' from 'C/D';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.

Carolina First Bank

  -- Long-term IDR downgraded to 'B+' from 'BB+';
  -- Long-term deposits downgraded to 'BB-' from 'BBB-';
  -- Short-term IDR affirmed at 'B';
  -- Short-term deposits downgraded to 'B' from 'F3';
  -- Individual downgraded to 'D' from 'C/D';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.


SPANSION INC: Asset Purchase Agreement With Powertech
-----------------------------------------------------
Spansion LLC, a wholly owned subsidiary of Spansion Inc., on
August 21, 2009, entered into an Asset and Share Purchase
Agreement  with Powertech Technology Inc., a company organized
under the laws of the Republic of China (Taiwan), pursuant to
which Spansion LLC will sell its assembly, mark, test and pack
facility located in Suzhou, China and other related assets owned
by Spansion LLC.

Pursuant to the Purchase Agreement, Spansion LLC will sell (i) all
of the issued and outstanding ordinary shares of its wholly owned
subsidiary, Spansion Holdings (Singapore) Pte. Ltd., a company
organized under the laws of the Republic of Singapore, which in
turn owns all the registered capital of Spansion (China) Limited,
a wholly foreign-owned enterprise organized under the laws of the
People's Republic of China and the entity that owns the Suzhou
Facility, and (ii) certain assembly, mark and pack equipment and
tooling equipment and other assets related to the Suzhou Facility
that is owned directly by Spansion LLC.

In consideration for the Purchased Assets, PTI will pay to
Spansion LLC approximately $35 million, comprised of an initial
payment of $6 million to be made after PTI has obtained the
requisite investment approval from the Investment Commission of
the Ministry of Economic Affairs of the Republic of China
(Taiwan), and a promissory note for $30 million, which requires
scheduled installment payments to be made by PTI to Spansion LLC
of $10 million on each of the 60th, 120th and 180th day following
the date of closing.  The Shares will be held in escrow and one-
third of the Shares to be distributed to PTI upon Spansion LLC's
receipt of each installment payment made pursuant to the
promissory note.  The Purchase Price will be subject to adjustment
depending on the amount of net assets held by each of Singapore
Subsidiary and Suzhou Subsidiary as of the Closing Date.  Pursuant
to the Purchase Agreement, Suzhou Subsidiary will have cash of not
less than $4,240,000 as of the Closing Date to compensate PTI for
estimated employee benefit and severance costs associated with
Suzhou Subsidiary's employees.  Consequently, the Company expects
that net proceeds (before deducting costs and expenses associated
with this transaction) to Spansion LLC from the sale of the
Purchased Assets will be approximately $31 million.

The closing of the sale of the Purchased Assets is subject to
certain customary closing conditions and the approval of the
Bankruptcy Court.  The Purchase Agreement may be terminated by (i)
mutual agreement of the parties, (ii) by the non-breaching party
if a party has materially breached the representations and
warranties or covenants of such party in the Purchase Agreement
and such breach cannot be cured or, if curable, the breaching
party is no longer making attempts to cure such breach, (iii) by
either party if the transaction has not closed within six months
of the date of the Purchase Agreement or (iv) by either party if
the Bankruptcy Court does not approve of the sale of the Purchased
Assets.  In addition, if PTI is not able to obtain the Investment
Approval within 60 days of the Closing Date, then the Purchase
Agreement will be terminated, the Shares will be returned to
Spansion LLC and any portion of the Purchase Price received by
Spansion LLC will be returned to PTI.

In connection with the sale of the Purchased Assets, Spansion LLC
and PTI entered into a Supply Agreement, dated August 21, 2009 but
effective upon the Closing Date, pursuant to which PTI will use
the Suzhou Facility to perform assembly, mark, pack and test
services for Spansion products for a term of 12 months.  During
the first six months, Spansion LLC's loading commitment under the
Supply Agreement will be approximately 8 million units per month.
Spansion LLC will consign commercial and Flash memory die and
direct materials to PTI for processing by PTI.  To the extent that
PTI has manufacturing losses based on the agreed upon pricing
terms under the Supply Agreement during the first year, Spansion
will reimburse certain of the manufacturing costs up to cap of
five percent. During the second six months of the term, Spansion
LLC will purchase services that will result in at least seventy-
five percent of the revenue paid to PTI for the services during
the initial six months.

Spansion LLC and PTI also entered into a Transition Services
Agreement, dated August 21, 2009 but effective upon the Closing
Date, pursuant to which Spansion LLC will provide specified
general administrative and information technology services to
support PTI in connection with its obligations under the Supply
Agreement.

A copy of the Purchase Agreement is available at:

         http://researcharchives.com/t/s?4309

A copy of the Supply Agreement is available at:

         http://researcharchives.com/t/s?430a

A copy of the Transition Services Agreement is available at:

         http://researcharchives.com/t/s?430b

                    About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications.  Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts.  None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.  The
United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPECTRUM BRANDS: Amends Credit Pact for Plan Consummation
---------------------------------------------------------
Spectrum Brands Inc. and its affiliates seek the Court's authority
and approval effective as of the effective date of the Debtors'
Plan of Reorganization, of their proposed Amendment No. 2 to the
Credit Agreement dated as of March 30, 2007 among Spectrum Brands,
Inc. as Borrower, the Lenders - the "Term Lenders", Bank of New
York, Mellon, Successor to Goldman Sachs Credit Partners, L.P. as
Administrative Agent, Collateral Agent and Syndication Agent,
Wachovia Bank National Association, as Deposit Agent, and Bank of
America, N.A. as LC Issuer.

Mark A. McDermott, Esq. at Skadden, Arps, Slate, Meagher & Flom
LLP tells the Court the Term Credit Agreement includes the
synthetic LC facility.  Wachovia intends to resign as Deposit
Agent and LC Issuer with respect to that facility upon the
effective date.  As a practical matter, any entity replacing
Wachovia in these capacities must be a commercial bank and thus
the Debtors' options for replacing Wachovia are somewhat limited.

Mr. McDermott relates that Bank of America, who is supposed to
become Co-Collateral Agent and LC Issuer under the Debtors' exit
credit facility, has indicated that it is willing to assume the
positions under the Term Credit Agreement that have, to date, been
held by Wachovia, subject to the execution of certain technicak
amendments to the Term Credit Agreement, including, but not
limited to:

  (a) modification which reflect the fact that the deposit
      account will bed moved from Wachovia to BofA;

  (b) modification which provide that the cash collateralization
      of LCs will be upon terms that are consistent with BofA's
      internal policies;

  (c) modifications of certain terms to make clear that funds in
      the deposit account will be invested in a manner which
      conforms to BofA's internal policies;

  (d) modifications which provide BofA with the ability to resign
      upon 30 days' notice.

A full-text copy of Credit Agreement as amended is available for
free at:

   http://bankrupt.com/misc/Spectrum_Credtagrmnt_2ndamendmnt.pdf

According to Mr. McDermott, the Debtors believe that the technical
amendments to the Term Credit Agreement which have been requested
by BofA are commercially reasonable.  The Debtors further believe
that there is a limited universe of qualified institutions which
would be willing and able to assume Wachovia's roles under the
Term Credit Agreement within a time frame that will provide the
Debtors with uninterrupted access to the synthetic LC facility.
Most importantly, if the Debtors are not authorized to enter into
Amendment No. 2, the effectiveness of the Plan will be delayed,
and maybe jeopardized, Mr. McDermott stresses.

The Debtors ask the Court to convene an emergency hearing to to
consider this emergency motion on August 25, 2009.

                  Wachovia 's Limited Objection

Wachovia Bank, National Association, the existing LC Issuer and
Deposit Agent under the Credit Agreement dated as of March 30,
2007, informs the Court it supports in principle Bank of America's
appointment as Deposit Agent and successor LC Issuer, however,
Wachovia believes that the proposed terms and conditions outlined
in the proposed Amendment No. 2, does not adequately protect
Wachovia.

Wachovia informs the Court that it objects to Amendment No. 2 in
its present form, subject to negotiations with the Debtors and
other interested parties.

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPEEDEMISSIONS INC: Registers 40.4 Million Shares for Sale
----------------------------------------------------------
Speedemissions, Inc., filed Pre-Effective Amendment No. 7 to the
Form S-1 Registration Statement under the Securities Act of 1933
to register 2,127,150 shares of common stock for sale by existing
shareholders, and 38,354,932 shares of common stock for sale by
existing warrant and preferred stock holders upon the exercise of
warrants or conversion of preferred shares.  The will terminate on
the earlier of August 20, 2011 or when all 40,482,082 shares are
sold.

The common stock is quoted on the over-the-counter electronic
bulletin board under the symbol "SPMI."

A full-text copy of Pre-Effective Amendment No. 7 is available at
no charge at http://ResearchArchives.com/t/s?42f1

The Company posted net income of $102,916 for the three months
ended June 30, 2009, from a net loss of $173,646 for the same
period a year ago.  It posted net income of $145,068 for the six
months ended June 30, 2009, from a net loss of $349,278 for the
same period a year ago.

As of June 30, 2009, the Company had $9,044,063 in total assets
and $1,064,045 in total liabilities and series A convertible,
redeemable preferred stock, of $4,579,346.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?42f2

As reported in the Troubled Company Reporter on May 19, 2008,
Tauber & Balser, P.C., in Atlanta, expressed substantial doubt
about Speedemissions Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's recurring losses from operations and
limited capital resources.


The audit report dated March 27, 2009, of Habif, Arogeti & Wynne,
LLP, in Atlanta, Georgia, on the Company's annual report for the
fiscal year ended December 31, 2008, does not contain any adverse
going concern opinion.

                     About Speedemissions Inc.

Speedemissions, Inc., performs vehicle emissions testing and
safety inspections in certain cities in which vehicle emissions
testing is mandated by the Environmental Protection Agency.  As of
August 20, 2009, the Company operated 40 vehicle emissions testing
and safety inspection stations under the trade names of
Speedemissions (Atlanta, Georgia); Mr. Sticker (Houston, Texas);
and Just Emissions (Salt Lake City, Utah).  It also operates four
mobile testing units in the Atlanta, Georgia area.

The Company uses computerized emissions testing and safety
inspections equipment that test vehicles for compliance with
vehicle emissions and safety standards.  Its revenues are
generated from the test or inspection fee charged to the
registered owner of the vehicle.  It does not provide automotive
repair services.

This concludes the Troubled Company Reporter's coverage of
Speedemissions until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


ST JAMES: U.S. Trustee Sets Meeting of Creditors for September 9
----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in St. James and Ennis Hanford Investment, LLC's Chapter 11 case
on Sept. 9, 2009, at 10:00 a.m.  The meeting will be held at
Robert E. Coyle, U.S. Courthouse, 2500 Tulare Street, Room 1452,
1st Floor, Fresno, California.

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

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

Porterville, California-based St. James and Ennis Hanford
Investment, LLC filed for Chapter 11 on Aug. 5, 2009 (Bankr. E. D.
Calif. Case No. 09-17500).  Peter L. Fear, Esq., represents the
Debtors in their restructuring efforts.  In their petition, the
Debtor listed total assets of $26,299,660 and total debts of
$20,266,847.


STERLING MINING: SNS Has Admin. Claim for Sunshine Mine Costs
-------------------------------------------------------------
SNS Silver Corporation announced via Marketwire a ruling from the
Bankruptcy Court for the United States District Court, District of
Idaho, granting a significant administrative claim against
Sterling Mining Company.

Following the abandonment of the Sunshine Mine in Kellog, Idaho,
by Sterling on February 19, 2009, SNS assumed responsibility for
the mine.  Based in part on representations made by management for
Sterling, SNS entered a temporary and then final lease for the
mine in hopes that the mine could once again be a contributor to
the economy and employment in the Silver Valley.  On May 15, 2009
the Bankruptcy Court for the United States District Court,
District of Idaho, entered the Memorandum of Decision on Motion to
Assume Lease and Motion for Approval of Post-Petition Financing
determining that Sterling had not unequivocally abandoned the mine
and had the right to retake possession.  In July, based upon the
Court's ruling SNS left the premises refusing to continue care and
maintenance for property that it had no continuing right to.
Recently, the Court has determined that Sterling has the right to
take possession of the mine.

On August 21, 2009, the Court ruled that SNS is entitled to an
administrative claim against Sterling.  As a result, SNS has a
priority right to recover its costs and expenses related to the
care and maintenance of the Sunshine Mine from Sterling.  The
Court awarded the majority of the reimbursement categories
requested by SNS.

According to lead trial counsel for SNS, Bradley J. Dixon of Stoel
Rives LLP, "The Court ruling takes a substantial step in
reimbursing SNS for its stewardship of the Sunshine Mine.  SNS had
significant and exciting plans for the mine.  It is unfortunate
for the miners and economy in the Silver Valley that this mine
continues to be the subject of litigation.  However, for SNS, this
ruling makes the first major move in assuring that SNS's efforts
and willingness to protect this piece of Idaho history is not
overlooked.  This benchmark similarly signals the end of SNS's
need for meaningful involvement in the Sterling Bankruptcy."

Chief Executive Officer for SNS, David Greenway, echoed
Mr. Dixon's sentiments stating that "SNS would have loved to have
executed upon its realistic and different strategy at moving the
Sunshine mine back into production.  We were looking forward to
working with Mr. Mori and Sunshine Precious Metals.  This ruling
begins to take care of the costs we expended in caring for the
mine in the short time we held the property."

Mr. Greenway also advises that Andrew Grundman has resigned from
the SNS Board of Directors.  Mr. Greenway states, "SNS appreciates
the substantial efforts contributed by Mr. Grundman and wishes him
the best of luck in his new undertakings."

SNS Silver Corporation (TSX VENTURE: SNS.V) is an exploration
mining company, whose assets include a number of near term
production projects in geopolitically secure Idaho, USA.  The 100%
owned Crescent Mine consists of 24 patented mining claims over
approximately 350 acres.  These adjacent properties operated
independently to produce nearly 400 million ozs of silver.

                      About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over
360 million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine Mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.  In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.

Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178).  Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered
represents the Debtor as counsel.


SUBURBAN PROPANE: Moody's Upgrades Corp. Family Rating to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service upgraded Suburban Propane Partners,
L.P.'s Corporate Family Rating to Ba2 from Ba3.  Moody's also
upgraded the partnership's senior unsecured notes rating to Ba3
from B1.  The outlook is stable.  These actions follow Suburban's
recent equity offering and announced tender for $175 million of
its senior unsecured notes.

"Suburban's use of equity proceeds and surplus cash to retire a
substantial portion of its long-term debt further strengthened its
already sturdy balance sheet," commented Pete Speer, Moody's Vice
President.  "The partnership has significantly reduced its
financial risk profile and positioned itself to pursue major
consolidation within the propane sector."

On August 10, 2009, Suburban commenced a 2.2 million common units
offering and a tender offer to purchase up to $175 million of its
existing $425 million of senior unsecured notes due 2013.  The
$95.7 million net proceeds of the common units offering, including
the underwriter's over-allotment purchase, and cash on hand will
be used to fund the debt purchase.  Suburban has offered to pay
101.25% of par value for each bond tendered by August 21, 2009,
and 98.25% for tenders through the offer's closing date of
September 8, 2009.  The partnership announced that $301.79 million
principal amount of notes have been validly tendered through
August 21, 2009.

When the tender is completed for the $175 million of debt,
Suburban's pro forma Debt/EBITDA as of June 27, 2009 will be
around 1.7x, the lowest of all rated Master Limited Partnerships
(MLP).  The partnership already had low leverage and strong
interest and distribution coverage prior to management taking this
proactive step to further reduce the partnership's financial risk
profile.  While Suburban has clearly stated its desire to be a
consolidator of the major propane industry players, Moody's expect
that any large acquisition will have substantial equity funding
and that the leverage metrics would not be increased beyond the
3.5x Debt/EBITDA range consistent with a Ba2 rating.  Absent major
acquisitions, Moody's expect management to maintain its strong
financial profile to offset its relatively small scale for the Ba2
rating.

The Ba3 rating for the senior unsecured notes reflects both the
overall probability of default of Suburban, to which Moody's
assigns a PDR of Ba2, and a loss given default of LGD 5 (76%
changed from 73%).  The $250 million revolving credit facility
(unrated) is senior secured and therefore the notes are rated one
notch beneath the Ba2 CFR under Moody's Loss Given Default
Methodology.

The last rating action was on November 19, 2007, when Suburban's
Ba3 CFR and B1 senior unsecured notes ratings were affirmed.

Suburban Propane Partners, L.P., is a publicly traded MLP based in
Whippany, NJ.  The partnership is among the largest retail
marketers of propane in the United States and also distributes
fuel oil and refined fuels, markets natural gas and electricity
and sells related products and services.


T.H. PROPERTIES: Wants Plan Filing Deadline Moved to Nov. 27
------------------------------------------------------------
T.H. Properties LP has asked the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to extend the exclusive periods
for filing and soliciting acceptance of a reorganization plan.

According to David Hare at Journal Register News, T.H. Properties
wants the exclusive filing period to end on November 27, 2009, and
exclusive solicitation period to end on January 25, 2010.  The
current deadlines for the exclusive filing and solicitation period
are August 28,2009, and October 27, 2009, respectively.

The Court has set a September 17 hearing on the extension reques.

T.H. Properties said in court documents that the extensions are
needed due to the size and complexity of its Chapter 11 case.
According to court documents, T.H. Properties said that while it
has downsized since filing for bankruptcy, it has "many projects
with a variety of issues that require attention and resolution,"
including:

     -- inquiries from homebuyers,
     -- mechanics liens analysis,
     -- DIP financing negotiations, and
     -- vendor negotiations.

T.H. Properties posted on its Web site that it had resumed
construction in its Belmont Estates II, Cliffside Manor, Hawthorne
Estates and Westport Farm communities.  Several homes have already
settled with more scheduled in the months ahead.  T.H. Properties
said, "Our discussions for resuming additional communities are
encouraging and we are optimistic that we will reach agreements
soon.  These discussions include the removal of mechanics liens as
well as the completion of outstanding items for our existing
homeowners.  We are grateful to both current and future homeowners
and vendors for their understanding and patience through this
process."

T.H. Properties said in court documents that it has engaged in
"good faith" talks with a committee of unsecured creditors, as
well as lenders, "to formulate an exit strategy from bankruptcy."

Journal Register notes that T.H. Properties has had three months
to prepare its case.  "More time is needed to prepare information
and negotiate," the report says, citing the Company.  According to
the report, T.H. Properties is also paying its bills "as they come
due."  The Company, court documents say, is "negotiating a means
by which all professional fees will be paid as part of the plan
process.  To allow the exclusive periods to expire before this
process has substantially matured would defeat the purpose" of the
bankruptcy code.

Sales of T.H. Properties' existing homes had been taken over by
The Davidson Group, Journal Register reports.

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Barry E.
Bressler, Esq., at Schnader, Harrison, Segal & Lewis, LLP, and
Natalie D. Ramsey, Esq., at Montgomery McCracken Walker and Rhoads
LLP represent the Debtors in their restructuring efforts.  The
Debtors listed assets between $100 million and $500,000,000, and
debts between $10 million and $50 million.


TAMARON PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Tamaron Properties LLC
        2162 West Alexis Rd
        Toledo, OH 43613-2216

Bankruptcy Case No.: 09-35803

Chapter 11 Petition Date: August 24, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtor's Counsel: Raymond L. Beebe, Esq.
                  Raymond L. Beebe Co LPA
                  1107 Adams St.
                  Toledo, OH 43604
                  Tel: (419) 244-8500
                  Email: RLBCT@buckeye-express.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/ohnb09-35803.pdf

The petition was signed by Anthony A. Fuhrman, managing member of
the Company.


TELKONET INC: Has $7.4 Million 2009 Second Quarter Net Income
-------------------------------------------------------------
Telkonet, Inc., reported a 2009 second quarter net income of
$7.4 million, or $0.08 per share, compared to a net loss of
$4.2 million or $(0.08) per share in the 2008 second quarter.  Net
income for the second quarter of 2009 included a gain on
deconsolidation of MSTI Holdings, Inc., of $6.9 million, or $0.07
per share.

For the 2009 second quarter, Telkonet had revenue of $3.1 million,
a decrease of 33% compared to $4.6 million in the 2008 second
quarter.  The Company's second quarter results for 2009 were
impacted by the challenges presented by the current economic
environment, which significantly impacted Telkonet's largest
target market, the Hospitality segment.  Telkonet's revenues
increased by 7% when compared to the quarter ended March 31, 2009.

Telkonet reported gross margins of 57% for the second quarter of
2009 compared to the 2008 second quarter of 42%, and 52% in the
first quarter of 2009.

Selling, general and administrative expenses were $1.7 million,
compared to $2.6 million in the 2008 second quarter and
$1.6 million in the 2009 first quarter.

Excluding the results of operations of MST, Telkonet had a
negative adjusted EBITDA (Earnings Before Interest, Taxes,
Depreciation and Amortization), a non-GAAP measure, in the second
quarter of 2009 of approximately $(185,000) compared to a negative
adjusted EBITDA of $1.2 million in the 2008 second quarter.

"Our financial results in the second quarter represent a
significant milestone for the Company and our shareholders, which
is the deconsolidation of our former MST subsidiary," said Jason
Tienor, Chief Executive Officer of Telkonet, Inc.  "Our financial
statements now provide much-needed financial transparency, and we
are able to highlight to shareholders the positive results of the
Company's restructuring efforts over the past 18 months.  Although
this year has not provided the top-line sales growth anticipated
after 2008's record year, primarily due to the impact of the
economy on our customers, we have continued to grow our sales
pipeline, so that when the economy rebounds the Company will be
positioned to realize our long-term goals of sustained growth and
increased shareholder value.  In addition, we believe that our
near-term goals are within reach and we expect to achieve positive
EBITDA for the first time in the Company's history."

Telkonet reported a net income of $6.3 million, or $0.07 per
share, for the six months ended June 30, 2009, when compared to a
net loss of $9.3 million, or $(0.13) per share for the six months
ended June 30, 2008.  Net income in 2009 includes a $6.9 million
gain on the deconsolidation of MST.

For the six months ended June 30, 2009, Telkonet had revenue of
$6.0 million, a decrease of 31% compared to $8.6 million in the
six months ended June 30, 2008.  Telkonet reported gross margins
of 55% for the six months ended June 30, 2009, compared to 35% for
the six months ended June 30, 2008.

Selling, general and administrative expenses were $3.4 million for
the six months ended June 30, 2009, compared to $5.1 million for
the six months ended June 30, 2008.

Telkonet had a negative adjusted EBITDA (Earnings Before Interest,
Taxes, Depreciation and Amortization), a non-GAAP measure, of
approximately $(565,000) for the six months ended June 30, 2009,
compared to negative adjusted EBITDA of $3.2 million for the six
months ended June 30, 2008.

As of June 30, 2009, the Company had $18.5 million in total assets
and $5,632,036 in total current liabilities and $2,257,539 in
total long-term liabilities.

The Company has an accumulated deficit of $108.4 million and a
working capital deficit of $3.19 million as of June 30, 2009.

The Company believes that anticipated revenues from operations
will be insufficient to satisfy its ongoing capital requirements
for at least the next 12 months.  If the Company's financial
resources from operations are insufficient, the Company will
require additional financing to execute its operating plan and
continue as a going concern.  The Company cannot predict whether
this additional financing will be in the form of equity or debt,
or be in another form.  The Company may not be able to obtain the
necessary additional capital on a timely basis, on acceptable
terms, or at all.  In any of these events, the Company may be
unable to implement its current plans for expansion, repay its
debt obligations as they become due, or respond to competitive
pressures, any of which circumstances would have a material
adverse effect on its business, prospects, financial condition and
results of operations.

Management intends to raise capital through asset-based financing
or the sale of its stock in private placements.  Management
believes that with this financing, the Company will be able to
generate additional revenues that will allow the Company to
continue as a going concern.  There can be no assurance that the
Company will be successful in obtaining additional funding.

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?42fe

                          About Telkonet

Telkonet Inc. (NYSE Amex: TKO) -- http://www.telkonet.com/--
provides integrated, centrally-managed energy management and
SmartGrid networking solutions that improve energy efficiency and
reduce the demand for new energy generation.  The Company's energy
management systems, aimed at the hospitality, commercial,
government, healthcare and education markets, are dynamically
lowering HVAC costs in over 140,000 rooms, and are an integral
part of various utilities' green energy efficiency and rebate
programs.


TITANIUM GROUP: June 30 Balance Sheet Upside-Down by $600,790
-------------------------------------------------------------
Titanium Group Limited's balance sheet at June 30, 2009, showed
total assets of $1.15 million, and total liabilities of
$1.75 million, resulting in a stockholders' deficit of about
$600,790.

For three months ended June 30, 2009, the Company posted a net
loss of 287,241 and for six months ended June 30, 2009, the
Company posted a net loss of $609,193.

The Company said that there is substantial doubt about it ability
to continue as a going concern.  As of June 30, 2009, the Company
had working deficit of $42,428, as compared to working capital of
$349,711 at Dec. 31, 2008, due to the loss for the six-month
period.  The decrease was reflected in reductions in cash of
$123,149 and accounts receivable, net of $148,826, and an increase
in accounts payable and accrued liabilities of $142,108, offset by
small increases in inventories of $6,483 and deposits and other
receivables of $14,229.

Additionally, the Company incurred substantive losses over the
past several years and has a capital deficit.  The management has
taken certain action and continues to implement changes designed
to improve the Group's financial results and operating cash flows.
The actions involve certain cost-saving initiatives and growing
strategies, including rapid promotion and marketing the new
products in the People's Republic of China.  Management believes
that these actions will enable the Group to improve future
profitability and cash flow in its continuing operations through
June 30, 2010.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?42e7

Titanium Group Limited (OTC:TTNUF), through its subsidiaries, is
engaged in the development of biometric technology and
installation and implementation of facial-based biometric
identification and security projects for law enforcement, mass
transportation, and other government and private sector customers.
The Company has developed and sold automatic face recognition
systems and other biometric and security solutions to governments,
law enforcement agencies, gaming companies, and other
organizations in China and other parts of Asia.


TONY KUKUMO AKINSETE: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Tony Kukumo Akinsete
           dba T K A Rental Properties
           aka Anthony K. Akinsete
        809 Still Breeze Way
        Sacramento, CA 95831

Case No.: 09-37940

Chapter 11 Petition Date: August 24, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Kenrick Young, Esq.
            52 Seraspi Ct
            Sacramento, CA 95834
            Tel: (916) 929-6865

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

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

The petition was signed by Mr. Akinsete.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Bank of America                Automobile             $42,872
Attn: Bankruptcy
NC4-105-02-77

Bank of America                Credit Card            $14,206

Bank of America                Credit Card            $3,316

Chase                          Credit Card            $7,417

Citi                           Credit Card            $7,279

Citibank USA                   Unsecured              $26,273
Attn: Centralized Bankruptcy

Citibank Usa                   Charge Account         $19,886
Attn: Centralized Bankruptcy

Citibankna                     Check Credit           $3,684
                               Or Line Of
                               Credit

DCFS USA LLC                   Automobile             $2,863

Discover Fin Svcs LLC          Credit Card            $6,795

Harley Davidson Financial      Automobile             $4,288

HSBC/RS                        Check Credit           $12,184
                               Or Line
                               Of Credit

Toyota Motor Credit            Automobile             $22,591

UNVL/CITi                      Credit Card            $20,719
Attn: Centralized Bankruptcy

Wells Fargo Bank               Check Credit           $9,310
                               Or Line
                               Of Credit

Wells Fargo Bank N A           Credit Line Secured    $280,000
PO Box 31557
Billings, MT 59107

Wells Fargo Home Mtg           Conventional Real      $663,769
Attention: Bankruptcy          Estate Mortgage
Department MAC-X
3476 Stateview Blvd.
Fort Mill, SC 29715

WFS Financial/Wachovia         Automobile             $27,220

World Savings & Loan           Conventional Real      $247,800
Attn: Bankruptcy               Estate Mortgage

World Savings & Loan           Conventional Real      $197,961
Attn: Bankruptcy               Estate Mortgage


TRILOGY DEV'T: Lenders OK Hiring of Consultant to Seek Buyers
-------------------------------------------------------------
R. Pete Smith, the attorney representing Trilogy Development
Company, LLC, founder Robert Bernstein, said that lenders have
agreed to a plan to hire a consultant to seek buyers for the long-
stalled development near the Country Club Plaza and review
proposals, KansasCity.com reports.

The development is located at 48th Street and Belleview Avenue.
It includes a 205,000-square-foot office building and a 131-room
hotel which, according to KansasCity.com, is 70% complete.  It
still lacks windows.

According to KansasCity.com, a consultant would be hired by early
September.

KansasCity.com quoted Mr. Smith as saying, "We have a list of
people who've expressed interest in the project and in parts of
the project.  It's complicated because it's not a completed
structure."

The development, KansasCity.com notes, could be sold to different
buyers.

Trilogy Development must also obtain a final estimate of how much
it will cost to complete the complex, KansasCity.com states.

Kansas City, Missouri-based Trilogy Development Company, LLC, was
founded by advertising magnate Bob Bernstein to build his west
edge project.  The Company filed for Chapter 11 on May 15, 2009
(Bankr. W.D. Mo. Case No. 09-42219).  Jonathan A. Margolies, Esq.,
and R. Pete Smith, Esq., at McDowell, Rice, Smith & Buchanan
represent the Debtor in its restructuring efforts.  In its
petition, the Debtor disclosed assets and debts ranging from
$100 million to $500 million.


TRILOGY INTERNATIONAL: Moody's Cuts Corp. Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service lowered the corporate family rating of
Trilogy International Partners LLC to B3 from B2 based on erosion
of the liquidity profile, due primarily to the slower than
expected ramp up of subscribers in the Dominican Republic and
increased cash investments in Trilogy's New Zealand venture.
These factors, as well as curtailed growth in Haiti due to the
softening economy, contribute to a credit profile more appropriate
for a B3 corporate family rating.

The outlook remains negative, incorporating Moody's concerns over
continued uncertainty regarding the timeframe for and ability of
management to turn around operations in the Dominican Republic and
the weakened liquidity profile.  To sustain a B3 corporate family
rating, Trilogy must enhance its liquidity, either through
external sources, improvement of operations, or some combination
of these.

Moody's also revised lower the probability of default rating and
the secured term loan rating to B3 from B2.

Trilogy International Partners LLC

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Probability of Default Rating, Downgraded to B3 from B2

  -- Senior Secured Bank Credit Facility, Downgraded to B3, LGD4,
     60% from B2, LGD4, 51%

  -- Outlook, Negative

Trilogy's B3 CFR reflects the impact of its aggressive growth
strategy, including increased projected investments in New
Zealand, on free cash flow, which Moody's expects to remain
negative over the next few years, as well as political and
business risk related to its presence in emerging economies and
the intense competition it faces.  Furthermore, the company's New
Zealand investment pressures liquidity but remains outside of the
bank group, and secured lenders accrue no direct benefit from the
venture.  Good growth prospects given relatively low overall
levels of telecommunications penetration and the inferior quality
of wireline in its targeted markets (Bolivia, Haiti, and Dominican
Republic) and Trilogy's favorable competitive position
(demonstrated by a current weighted average market share of almost
25%), as well as moderate leverage (in the low 3 times debt-to-
EBITDA), support the rating.  The rating also considers that
Trilogy generates a reasonable portion of its cash flow in U.S.
dollars, which partially mitigates foreign exchange risks arising
from the need to service U.S dollar-denominated debt obligations
with local cash flows.

Moody's most recent rating action for Trilogy occurred July 28,
2008.  At that time, Moody's changed Trilogy's outlook to negative
from stable.

Based in Bellevue, WA, Trilogy International Partners LLC provides
wireless communication services to approximately 3 million
subscribers in Haiti, Dominican Republic, and Bolivia.


TROPICANA ENT: Fee Auditor Recommends Approval of Applications
--------------------------------------------------------------
Warren H. Smith & Associates, P.C., the Court-appointed fee
auditor in the Debtors' cases, delivered to the Court its final
report on bankruptcy professionals' fee applications for the
third interim fee period and recommends the approval of these
fees and expenses:

                         Requested           Recommended
                   -------------------- ---------------------
Professional            Fee      Expense      Fee      Expense
------------         ---------  --------- ----------- ---------
AlixPartners LLP    $2,728,532   $187,966  $2,467,661  $187,744
Debtors'
Restructuring
Advisors
Period: 11/01/08-01/31/09

Richards, Layton &      66,102      8,721      65,927     8,721
Finger P.C.
Debtors' Counsel
Period: 11/01/08-01/31/09

Ernst & Young LLP      409,458     11,875     408,598    11,454
Debtors' auditor &
accounting advisor
Period: 11/01/08-01/31/09

Ernst & Young LLP      550,536      8,872     547,699     8,789
Debtors' tax advisor
Period: 11/01/08-01/31/09

Capstone Advisory      886,635     24,654     886,635    24,409
Group LLP
Creditors Committee's
Financial Advisors
Period: 11/01/08-01/31/09

Franklin Mutual              -      5,835           -     5,698
Advisers LLC
Creditors Committee Member
Period: 05/30/08-12/04/08

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

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


TROPICANA ENT: Lender Group Supports Enjoinment of Trademark Suit
-----------------------------------------------------------------
The steering committee of lenders under a certain Credit
Agreement dated January 3, 2007, as amended, among Tropicana
Entertainment Inc. and certain affiliates, certain financial
institutions, and Credit Suisse as administrative agent and
collateral agent, supports (1) the OpCo Debtors' Motion to Enforce
the automatic stay on the Trademark Action or in the alternative,
enjoin the Trademark Action, and (2) the OpCo Debtors' objection
to the Tropicana Las Vegas Plaintiffs' Lift Stay Motion.

The Trademark Action is a complaint for declaratory relief with
respect to "trademark issues" commenced by "the LandCo Debtors"
Tropicana Las Vegas, Inc., and Reorganized Debtor Hotel Ramada of
Nevada LLC in the District Court of Clark County, Nevada.  The
Trademark Action filed by the Tropicana Las Vegas Plaintiffs
without leave of the Bankruptcy Court is a willful violation of
the automatic stay, warranting compensatory and punitive damages,
Michael R. Lastowski, Esq., at Duane Morris LLP, in Wilmington,
Delaware, asserts.  The Tropicana Las Vegas Plaintiffs, he
maintains, have failed to meet their burdens to show that an
exception to the automatic stay applies or that annulment of the
stay is warranted.

As acknowledged by the Tropicana Las Vegas Plaintiffs in their
Lift Stay Motion, the OpCo and LandCo Debtors agreed to postpone
disputes over trademark issues until the post-confirmation
period.  There has been no change in those circumstances since
that agreement was struck.  The OpCo Debtors have simply applied
for the registration of a variation on the Tropicana Marks
consistent with their marketing and branding strategy.  On behalf
of the Steering Committee, Mr. Lastowski contends that the OpCo
Debtors should be permitted to complete their reorganization,
free from the interference and delay caused by the Trademark
Action.

The OpCo Debtors are also entitled to compensatory and punitive
damages for the reasons provided in their Enforcement Motion, Mr.
Lastowski adds.

The Steering Committee thus asks the Court to deny the Tropicana
Las Vegas Plaintiffs' Lift Stay Motion and to grant the OpCo
Debtors' Enforcement Motion.

           OpCo Debtors Misses Point of Trademark Action,
                   Tropicana LV Plaintiffs Assert

On behalf of the Tropicana Las Vegas Plaintiffs, M. Blake Cleary,
Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware, notes that the OpCo Debtors concede that Section 959(a)
of the Judiciary and Judicial Procedures Code exempts from the
automatic stay "actions arising from a [debtor-in-possession's]
postpetition conduct in carrying on its business."  The OpCo
Debtors, however, have argued that the Trademark Action does not
fall within the scope of Section 959(a) because it is premised on
prepetition acts or transactions, specifically the prepetition
registration of a trademark for the "Tropicana" name by Ramada,
Inc., the predecessor to Tropicana Entertainment.

"This misses the point of the Trademark Action," Mr. Cleary
argues.  He asserts that the Trademark Action is not about
registration, as no one disputes that the "Tropicana" trademark
name is registered to Tropicana Entertainment and that Hotel
Ramada of Nevada has the right to use the Tropicana name in
connection with the Tropicana Las Vegas Resort and Casino.
Instead, he contends, the Trademark Action is all about what
happened after the Petition Date -- that the OpCo Debtors,
apparently at the behest of their future owners, the OpCo secured
lenders, "invented an alleged right" to terminate the Tropicana
Las Vegas Plaintiffs' ongoing use of the name and attempted to
exploit that alleged right to extract royalties even though none
had ever been paid before.

Citing the OpCo Debtors' application to attempt to register the
trademark "The Trop Las Vegas|Est. 1957" even though they operate
no casinos or hotels in Las Vegas and neither they nor any of
their property were established in 1957, and Scott Butera's
threat to the Tropicana Las Vegas Plaintiffs, Mr. Cleary asserts
that these are exactly the type of postpetition conduct that
Section 959(a) is intended to address.

Even if Section 959(a) somehow does not apply, it is clear that
the automatic stay should be annulled immediately in order to put
an end to the OpCo Debtors' illegitimate attempt to use the
automatic stay as a "sword" and to let the postpetition dispute
over matters reserved in each of the LandCo and OpCo Plans
proceed, Mr. Cleary tells the Court.

The OpCo Debtors cannot continue to threaten the Tropicana Las
Vegas Plaintiffs with ongoing "peril" and take affirmative steps
to deprive the Plaintiffs of the right to use the "Tropicana"
name while simultaneously cloaking themselves in the protection
of the automatic stay due to an alleged lack of time or resources
to deal with the trademark matters, Mr. Cleary maintains.

For the same reasons, the Court should deny the OpCo Debtors'
Enforcement Motion, which raises identical issues regarding
applicability of the automatic stay and "appears to have been
filed solely to create the opportunity to file an impermissible
sur-reply to the [Lift Stay] Motion," Mr. Cleary says.

Now that the OpCo Debtors have confirmed their Plan and will
shortly exit bankruptcy, there are no grounds to enjoin the
Trademark Action, Mr. Cleary emphasizes.

Finally, given that the Tropicana Las Vegas Plaintiffs acted in
good faith and voluntarily offered to extend the response
deadline with respect to the Trademark Action until 20 days after
the hearing on their Lift Stay Motion, the OpCo Debtors have
incurred no damages in respect of the alleged violation of the
automatic stay and there is no basis whatsoever for an award of
sanctions, Mr. Cleary tells the Court.

                 OpCo Debtors Insist on Entitlement
                         to Stay Protection

On behalf of the Tropicana Las Vegas Plaintiffs, Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, argues that the Plaintiffs' objection to the OpCo
Debtors' Enforcement Motion confirms that the Plaintiffs had no
legitimate excuse for their violation of the automatic stay.

"The decision to file and serve the Trademark Action and
therefore, to purposefully 'start the clock' in that litigation
was one made by bankruptcy counsel whose clients, just weeks
before, 'basked in the shade of the automatic stay' themselves,"
Mr. Madron says.  "This was not an oversight by some unwitting
litigant oblivious to the Chapter 11 cases, as demonstrated by
the Tropicana Las Vegas Plaintiffs' nearly contemporaneous filing
of a motion to lift the stay in this Court.  To the contrary, it
was an attempt by the Tropicana Las Vegas Plaintiffs to
manipulate the bankruptcy process to obtain a preferred venue to
litigate what is nothing other than a bona fide federal trademark
dispute, regardless of how the plaintiffs attempt to characterize
the action," Mr. Madron contends.

Mr. Madron asserts that the OpCo Debtors are entitled to the
benefit of the automatic stay to ensure the success of numerous
ongoing regulatory, operational, and financial tasks critical to
their reorganization.  The OpCo Debtors thus reiterate their
request for the Court to grant their Enforcement Motion and
schedule a hearing on sanctions to deter the Tropicana Las Vegas
Plaintiffs and others from disregarding the automatic stay in the
future.

              Parties Stipulate on Response Deadline

The OpCo Debtors and the Tropicana LV Plaintiffs subsequently
entered into a Court-approved stipulation for the extension of
deadlines related to the Trademark Action.  The Parties also
agreed to refrain from exercising certain rights in connection to
the Trademark Action.

The OpCo Debtors' deadline to respond to, answer, or otherwise
plead in response to the Trademark Action are governed by the
Nevada Rules of Civil Procedure, and the OpCo Debtors' deadline
to seek removal of the Trademark Action is governed by Section
1446 of the Judiciary and Judicial Procedures Code.

The Parties stipulate that:

  (a) All deadlines and obligations relating to or resulting
      from the filing or service of the Trademark Action,
      including the response deadline, are extended through
      September 2, 2009.

  (b) Nothing in the Stipulation will prevent (1) the OpCo
      Debtors from filing a petition for removal as provided
      under Section 1446, or (2) the Tropicana LV Plaintiffs
      from objecting or responding to that petition, including
      the filing of a motion to remand the action initiated by
      the Trademark Action.

  (c) The parties will deliver to the OpCo Debtors' counsel
      without delay executed copies of a "Stipulated Extension
      of Time for Defendants to File an Answer or Otherwise
      Respond."

  (d) In all other respects, the parties agree not to take any
      action in any court regarding the Trademark Action until
      the earlier of September 2, 2009, or the time the
      Bankruptcy Court enters one or more orders with respect
      to the Tropicana LV Plaintiff's Lift Stay Motion and he
      OpCo Debtors' Enforcement Motion.

                         *     *     *

The Court held a hearing on the OpCo Debtors' Lift Stay Motion
and the Tropicana LV Plaintiff's Enforcement Motion on August 13,
2009, as scheduled.

The OpCo Debtors previously asked the Court for an August 5, 2009
hearing date, but the Tropicana LV Plaintiffs argued that there
was no basis for an expedited hearing.  The Tropicana LV
Plaintiffs said it was willing to extend the time for the OpCo
Debtors to respond to the Trademark Action so long as the OpCo
Debtors agree to take no action in other courts until the
Bankruptcy Court ruled on the Plaintiff's Lift Stay Motion.

Upon consideration of all evidence presented, Judge Carey entered
an order on August 21, 2009:

  -- annulling the automatic stay in its entirety with respect
     to the Trademark Action and proceedings related to removal
     or remand of the Trademark Action and any counterclaim
     asserted by the OpCo Debtors; and

  -- denying the OpCo Debtors' request for an enforcement of the
     automatic stay on the Trademark Action.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

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


TROPICANA ENT: OpCo Debtors Seek 3rd Amendment to Credit Facility
-----------------------------------------------------------------
Tropicana affiliates known as the OpCo Debtors seek the Court's
authority to enter into an amendment of their existing DIP Credit
Agreement and pay certain amendment fees.

As previously reported, the Court entered on May 30, 2008, a
final order authorizing the OpCo Debtors to obtain up to
$67,000,000 in postpetition financing on a superiority
administrative claim and first priority priming lien basis,
pursuant to the terms of the OpCo Debtors' DIP Credit Agreement
with Silver Point Finance, LLC, who has since been replaced by
The Foothill Group, Inc., as administrative agent, collateral
agent, sole bookrunner, and sole lead arranger.  The Debtors have
amended the Credit Agreement twice since May 2008.  The Court
approved on October 14, 2008, the First DIP Amendment, wherein
the parties agreed to waive certain EBITDA covenant defaults.
The Court approved on March 17, 2009, the Second DIP Amendment,
wherein the agreement was further modified to waive certain
EBITDA covenant defaults.

The OpCo Debtors have made substantial progress in their Chapter
11 cases, Travis A. McRoberts, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, reminds the Court.  They
have obtained confirmation of their Plan of Reorganization and
have made significant headway satisfying the conditions precedent
to the consummation of the Plan.  The OpCo Debtors anticipate to
exit from Chapter 11 protection within the next several months.

In the meantime, however, the DIP Credit Agreement will mature by
its own terms on September 5, 2009, before the OpCo Plan can be
consummated.  Thus, the OpCo Debtors have initiated a dialogue
with the DIP Lenders to extend the maturity date of the DIP
Credit Agreement pursuant to a Third DIP Amendment.

The Third DIP Amendment provides for these salient terms:

  * The maturity date of the DIP Credit Agreement would be
    extended through and including December 31, 2009 -- First
    Maturity Date.

  * The potential further extension of the maturity date through
    and including February 28, 2010, or the "Second Maturity
    Date" at the election of the OpCo Debtors.

  * The payment of an upfront amendment fee payable as of the
    execution date of the amendment to extend the maturity of
    the DIP Credit Agreement to the First Maturity Date, and an
    additional upfront amendment fee payable as of the First
    Maturity Date payable upon the OpCo Debtors' election to
    further extend the DIP Credit Agreement to the Second
    Maturity Date.

  * In addition to the upfront fees, the Third DIP Amendment
    contemplates certain fees that will be paid on any future
    borrowings under the DIP Credit Agreement.

The OpCo Debtors are presently negotiating with the DIP Lenders
to determine the amounts of the amendment fees based on present
market rates and also continue to determine certain other terms
of the Third DIP Amendment, Mr. McRoberts tells the Court.

The OpCo Debtors are also exploring alternative financing
agreements with other potential lenders and will inform the Court
if a better alternative eliminates the need to enter into the
Third DIP Amendment, according to Mr. McRoberts.

The OpCo Debtors believe that their entry into the Third DIP
Amendment is a sound exercise of their business judgment.  Upon
maturity of the DIP Credit Agreement, the OpCo Debtors will be
required to satisfy in full the DIP Obligations.  By extending
the maturity date pursuant to the Third DIP Amendment, the OpCo
Debtors will be able to continue to pursue consummation of the
OpCo Plan, the occurrence of which provides a means to satisfy
the DIP Credit Agreement in full, Mr. McRoberts says.

Deadline for objections for the Debtors' request is August 26,
2009, at 4:00 p.m., Eastern Time.  The matter is scheduled to be
heard by the Court on September 2, 2009.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

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


TRUMP ENTERTAINMENT: Fights Noteholders' Proposed Competing Plan
----------------------------------------------------------------
Trump Entertainment Resorts Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of New Jersey to deny the
request of the Ad Hoc Committee of Holders of 8.5% Senior Secured
Notes Due 2015 to (i) terminate the Debtors' exclusive periods in
which to file a Chapter 11 plan of reorganization and solicit
acceptances of that plan, and (ii) adjourn the hearing to approve
the Debtors' disclosure statement for their joint Chapter 11 plan
of reorganization dated Aug. 11, 2009.

The Debtors relate that, over the past eight months, they have
done everything within their power to facilitate a consensual
financial restructuring among their three main constituencies --
Beal Bank, Donald Trump, and the Ad Hoc Committee.  When it became
clear that the parties had reached a stalemate and a global
agreement was not possible, the Debtors' Board of Directors, in
exercising their business judgment, determined that the best
interests of the Debtors would be served by selecting the highest
and best restructuring proposal available.  It has done so, and
the Debtors filed their plan of reorganization based on a joint
proposal from Beal and Trump.  The Board did not make this
decision lightly.  It was based not only on the most recent
competing proposals submitted by Beal/Trump and the Ad Hoc
Committee, but also on the opinion of their financial advisor,
Lazard Freres & Co. LLC on valuation and an extensive but
unsuccessful marketing effort to obtain third party investment
in the Debtors.

The Debtors say that the Ad Hoc Committee's disappointment in the
Board's decision is understandable.  Unfortunately, there is
insufficient value in the Debtors' estates to provide any recovery
beyond Beal's $488 million of first lien debt.  However, the Ad
Hoc Committee's unsupported and completely unwarranted attacks
on the Debtors and their efforts to maximize the value of their
estates are not only disappointing and unproductive, but also
demeaning to the Ad Hoc Committee's own important role in the
negotiation process over the last eight months.

The Debtors note that the Ad Hoc Committee now seeks to terminate
the Debtors' exclusive period in which to seek acceptances of the
Plan.  This is also unproductive, Trump Entertainment asserts.  It
avers that the Ad Hoc Committee is entitled to oppose confirmation
of the Plan, using every argument at its disposal -- at the
confirmation hearing.  "But the Ad Hoc Committee has failed to
advance any argument, much less any evidence, that would warrant
the unusual step of terminating exclusivity."  According to Trump
Entertainment, the Noteholders Group does not and cannot prove any
facts that would support the standards for terminating exclusivity
set forth in the cases that the Debtors:

   -- are being dysfunctionally managed;

   -- failed to file a reorganization plan in a reasonable time,
      or

   -- have used their exclusivity rights in an oppressive or
      otherwise improper manner.

The Debtors point out that the law is clear that the Ad Hoc
Committee's unhappiness with the Board's decision to select the
Beal/Trump proposal does not satisfy its heavy burden of
demonstrating sufficient cause to terminate exclusivity.

According to the Debtors, the Ad Hoc Committee's claim that the
Debtors' exclusivity period should be terminated merely because
Trump is purchasing equity under the Plan also lacks merit.  The
Debtors' Board of Directors consists of six individuals, five of
whom qualify as "independent."  Trump has no control over the
Board or the decisions it makes.  Moreover, based on market
testing, the only two parties with any interest in making a
capital infusion into the Debtors, Beal/Trump and the Ad Hoc
Committee, were both intimately involved in the negotiations that
led to the Plan.  The Debtors therefore have already considered
the available restructuring proposals, and have adopted what, in
their business judgment, is the most viable available
restructuring plan.

                          Trump/Beal Plan

The U.S. Bankruptcy Court for the District of New Jersey has
scheduled a hearing for September 16, 2009, at 10:00 a.m. on the
adequacy of the disclosure statement filed by Trump Entertainment
Resorts, Inc., in support of its joint plan of reorganization.
Writen objections to the adequacy of the disclosure statement must
be filed no later than September 4, 2009.

As reported in the TCR on August 6, 2009, Trump Entertainment
Resorts Inc. filed a Chapter 11 plan built around the proposed
sale of the company to shareholder Donald Trump.  Under the
agreement reached with the Company, Donald J. Trump and
BNAC, Inc., an affiliate of Beal Bank Nevada, will invest
$100 million cash in the newly private company and become its
owners.  Beal Bank and Beal Bank Nevada to amend and restate a
prepetition credit agreement with the partnership subsidiary of
the Company in order to restructure approximately $486 million in
debt.  Under the amendment, the debt will be assumed by the
reorganized company post-emergence and the maturity period for the
repayment is extended until December 2020 from the existing
maturity of 2012.

Under the Plan, only Beal Bank will have recovery, and lowed
ranked creditors would receive nothing.  According to the
disclosure statement explaining the Plan, Beal Bank will recover
94% of its claims.  Based on the assessment by Lazard Freres &
Co., LLC, the value of the Debtors' business operations is less
than the amount of Beal Bank's $486 million claim.  Because the
value of their business operations is less than the amount of the
First Lien Lender Claims, there is no value available for the
holders of the Second Lien Note Claims and other lower ranked
creditors.

Holders of equity interests would receive nothing.  Donald Trump,
which owns shares, will obtain ownership of the reorganized
Debtors on account of his $100 million investment.

Copies of the Plan and the Disclosure Statement are available for
free at:

        http://bankrupt.com/misc/Trump_Chapter11Plan.pdf
        http://bankrupt.com/misc/Trump_DiscStatement.pdf

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on November 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


TRUMP ENTERTAINMENT: Investors Cry on Zero Recovery under Plan
--------------------------------------------------------------
Trump Entertainment Resorts Inc.'s investors would see all of
their stock or bonds become worthless if the plan backed by Beal
Bank and Donald Trump's offer to invest $100 million in Trump
Entertainment and take it private is confirmed by the Bankruptcy
Court.

As reported by the Troubled Company Reporter on August 20, 2009,
Trump Entertainment filed a Chapter 11 plan built around the
proposed sale of the Company to shareholder Donald Trump.  Under
the agreement reached with the Company, Mr. Trump and BNAC, Inc.,
an affiliate of Beal Bank Nevada, will invest $100 million cash in
the newly private company and become its owners.  Beal Bank and
Beal Bank Nevada will amend and restate a prepetition credit
agreement with the partnership subsidiary of the Company in order
to restructure approximately $486 million in debt.  Under the
amendment, the debt will be assumed by the reorganized company
post-emergence and the maturity period for the repayment is
extended until December 2020 from the existing maturity of 2012.
Under the Plan, only Beal Bank will have recovery, and lowed
ranked creditors would receive nothing.  According to the
disclosure statement explaining the Plan, Beal Bank will recover
94% of its claims.

pressofAtlanticCity.com relates that shareholders wouldn't get a
penny for their stock.  The report quoted former Trump
Entertainment investor Michael Yacyk as saying, "I know people now
who are absolutely aghast about what's going to happen.  The
brazen attempt by Trump to steal the company in broad daylight is
unconscionable, particularly in a post-Enron and Sarbanes-Oxley
era."

Mr. Yacyk served on a committee that represented Trump
shareholders when the Trump casinos last went through bankruptcy
in 2005.  He is also part of an investor lawsuit that is seeking
$4.1 million from Trump Entertainment, pressofAtlanticCity.com
states.

According to pressofAtlanticCity.com, Mr. Yacyk blames Mr. Trump
for the Company's struggle with bankruptcy three times since the
early 1990s.  Investors have ignored Trump Entertainment's
troubled history, largely due to the strength of Mr. Trump's
celebrity persona, the report says, citing Mr. Yacyk.

pressofAtlanticCity.com reports that Mr. Trump blames Trump
Entertainment's bondholders, saying, "I haven't run the company
for years.  The bondholders have run the company.  This is why we
want to get involved.  We do want to run the company."

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on November 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


US SHIPPING PARTNERS: Delays Filing of June 30 Quarterly Report
---------------------------------------------------------------
U.S. Shipping Partners L.P., all of its wholly owned subsidiaries,
and certain of its affiliates filed voluntary petitions for relief
under chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New
York on April 29, 2009.  Because of the extraordinary and critical
demands that the Bankruptcy Filing and related matters, including
the litigation with the third-party investors in, and lenders to,
the Partnership's joint venture to construct five product tankers,
have placed on the time and attention of the Partnership's senior
management and staff, the Partnership has been unable to complete
all work necessary to file the Partnership's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 2009 by the filing
deadline without unreasonable effort or expense.

The Partnership's results of operations during the second quarter
of 2009 were adversely affected by significantly decreased demand
for its vessels, the costs incurred in connection with the
Partnership's restructuring and litigation with the investors in,
and lenders to, the Joint Venture, and the adoption of Statement
of Position 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code".

The Partnership's revenues for the three and six months ended
June 30, 2009, were approximately $31.7 million and $79.6 million,
respectively, compared to $49.8 million and $101.3 million for the
three and six months ended June 30, 2008, respectively.  Costs
relating to restructuring and the Joint Venture Litigation were
approximately $2.2 million and $5.2 million for the three and six
months ended June 30, 2009, respectively.

The Company did not have any costs related to these matters in the
three and six months ended June 30, 2008.  The Partnership is
still completing the work necessary for the adoption of SOP 90-7
and, therefore, is unable at this time to quantify the effect its
adoption will have on the results of operations.

In a Form 10-Q filing on August 12, 2009, U.S. Shipping Partners
reported a net loss of $13,238,000 for the three months ended
March 31, 2009, from a net loss of $6,182,000 for the three months
ended March 31, 2008.

As of March 31, 2009, the Company had $807,087,000 in total assets
and $737,640,000 in total liabilities.

                       About U.S. Shipping

U.S. Shipping Partners L.P. -- http://www.usslp.com/-- provides
long-haul marine transportation services for refined petroleum,
petrochemical and commodity chemical products in the U.S. domestic
"coastwise" trade.  Its existing fleet consists of twelve tank
vessels: five integrated tug barge units; one product tanker;
three chemical parcel tankers and three ATBs.  U.S. Shipping has
embarked on a capital construction program to build additional
ATBs and, through a joint venture, additional tank vessels that
upon completion will result in U.S. Shipping having one of the
most modern versatile fleets in service.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on April 29, 2009 (Bankr. S.D.N.Y. Case No. 09-12711).
Alfredo R. Perez, Esq., at Weil Gotshal & Manges, assists the
Debtors in their restructuring efforts.  The U.S. Trustee for
Region 2 appointed three creditors to serve on the Official
Committee of Unsecured Creditros.  Craig A. Wolfe, Esq., Kelley
Drye & Warren LLP, represent the Committee.  U.S. Shipping listed
$717,443,000 in assets and $606,534,000 in debts as of
September 30, 2008.


VIEW SYSTEMS: June 30 Balance Sheet Upside-Down by $225,969
-----------------------------------------------------------
View Systems Inc.'s balance sheet at June 30, 2009, showed total
assets of $1.46 million and total liabilities of $1.69 million,
resulting in a stockholders' deficit of $225,969.

For three months ended June 30, 2009, the Company posted a net
loss of $412,650 compared with a net income of $108,136 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $894,572 compared with a net income of $42,194 for the same
period in 2008.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?42ef

                       Going Concern Doubt

On March 25, 2009, Davis, Sita & Company, P.A, in Greenbelt,
Maryland, expressed substantial doubt about View Systems Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2008 and 2007.  The auditing firm said, "The company has
incurred ongoing operating losses and does not currently have
financing commitments in place to meet expected cash requirements
through 2008.  In addition, certain notes payable have come due
and the note holders have demanded payment."

                        About View Systems

Based in Baltimore, Maryland, View Systems Inc. (OTC BB: VYST) --
http://www.viewsystems.com/-- manufactures and installs unique
security products to government agencies, schools, courthouses,
event and sports venues, the Military and commercial businesses.


WARNER CHILCOTT: Moody's Affirms Corporate Family Rating at 'B1'
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Warner Chilcott
Company, LLC, and Warner Chilcott Corporation including the B1
Corporate Family Rating and B1 Probability of Default Rating.  The
rating outlook remains stable.

This rating action follows the announcement that Warner Chilcott
has entered an agreement to acquire the global pharmaceuticals
business of The Procter & Gamble Company for $3.1 billion.  The
acquisition of P&G's pharmaceuticals business will more than
triple Warner Chilcott's revenues and headcount, and will result
in incremental financial leverage.  The transaction is subject to
regulatory review and is expected to close by year-end 2009.

"Despite higher leverage, Warner Chilcott's cash flow to debt and
debt/EBITDA ratios will remain within Moody's expectations for the
B1 rating," stated Moody's Senior Vice President Michael Levesque.

"Cash flow immediately following the deal should be substantial
allowing for deleveraging," continued Levesque.  "However, the
long-term value of the acquisition will depend on successful life
cycle management strategies for Actonel and Asacol," said
Levesque.

The affirmation of Warner Chilcott's ratings reflects good
strategic benefits of the transaction, including expanded presence
in the women's healthcare market, geographic expansion, and new
product pipeline opportunities.  The affirmation further considers
the expected cash flow accretion from the transaction and Warner
Chilcott's past track record of deleveraging.  Moody's currently
estimates pro forma debt/EBITDA of approximately 3.3 to 3.6 times,
CFO/debt of approximately 18% to 22%, and free cash flow to debt
of approximately 14% to 18%.  Moody's may refine these estimates
once pro forma financial statements with the PGP business are
available, and once the specific details of the financing are
known.

Risks of the transaction include integration risks, and high
product concentration risk in PGP's Actonel and Asacol.  Actonel
has faced declining script trends based on the availability of
generic alendronate (Fosamax) in early 2008.  Asacol faces a
patent challenge from a generic manufacturer, although P&G
recently launched a new version of the product (Asacol HD).

Moody's is affirming Warner Chilcott's speculative grade liquidity
rating at SGL-1, indicating very good liquidity.  However, this
rating could be lowered once the full terms of the financing are
determined, based on such factors as expected cash on hand, term
loan amortization, revolver availability, and covenant cushion.
In most scenarios Moody's anticipates that Warner Chilcott will at
least maintain good liquidity.

Ratings affirmed:

Warner Chilcott Company, LLC:

  -- B1 Corporate Family Rating

  -- B1 Probability of Default Rating

  -- Ba3 (LGD3, 36%) senior secured revolving credit facility due
     2011

  -- Ba3 (LGD3, 36%) senior secured term loan due 2012

  -- SGL-1 speculative grade liquidity rating

Warner Chilcott Corporation:

  -- Ba3 (LGD3, 36%) senior secured term loan due 2012
  -- B3 (LGD5, 89%) senior subordinated notes due 2015

The secured bank facilities are being affirmed at Ba3.  Moody's
anticipates that these ratings would be withdrawn if the bank
facilities are refinanced in conjunction with the transaction.
The senior subordinated notes are being affirmed at B3, subject to
final financing terms.

Moody's last rating action on Warner Chilcott took place on
September 25, 2007, when Moody's upgraded Warner Chilcott's
ratings including the Corporate Family Rating to B1 from B2 and
the Probability of Default Rating to B1 from B2.

Headquartered in Ardee, Ireland, Warner Chilcott (NASDAQ: WCRX) is
a marketer and developer of branded pharmaceutical products
focused on the U.S. women's healthcare and dermatology markets.
For the first six months of 2009, the company reported total
revenue of approximately $497 million.


WESTFALL TOWNSHIP: To Pay $6MM Over 20 Years in Katz Settlement
---------------------------------------------------------------
As widely reported, Westfall Township, a small northeastern
Pennsylvania township, has reached a settlement to a $20 million
claim by developer David Katz.  Westfall has agreed to pay
Mr. Katz a total of $6 million to be paid for 20 years.

The Associated Press recounts that Westfall officials were found
guilty in 1999 of violating Mr. Katz's civil rights by conspiring
to stop him from developing a 730-acre wooded area.  The original
judgment, according to The AP, ballooned to more than $20 million
with interest and fees, forcing the township to file for
bankruptcy.

Westfall Township filed its Chapter 9 petition on April 10, 2009
(Bankr. M.D. Pa. Case No. 09-02736).

The primary purpose of Chapter 9 is to allow the municipality to
continue its operations and its provision of services while it
adjusts or restructures creditor obligations.  In a Chapter 9
case, the jurisdiction and powers of the bankruptcy court are
limited such that the court may not interfere with any of the
political or governmental powers of the municipality, or the
municipality's use or enjoyment of any income-producing property.


WILLIAM BLINCOE: Files Amended List of Largest Unsecured Creditors
------------------------------------------------------------------
William P. Blincoe, III, filed with the U.S. Bankruptcy Court for
the Southern District of Georgia an amended list of largest
unsecured creditors, disclosing:

   Entity                                        Claim Amount
   ------                                        ------------
Bank of Monticello                               $642,742
141 Green Street
Monticello, GA 31064

Thomas A. Bucher                                   $90,000
430 Skyline Drive
Covington, GA 30014

Southland Florida Properties, Inc.                 $64,354
750 hammond Drive, NE
Bldg. 18, Suite 200
Atlanta, GA 30328-5532

Citi Cards                                         $47,741
P.O. Box 688901
Des Moines, IA 50368-8901

Jasper County Tax Commissioner                     $36,490
126 W. Greene Street, Suite 125
Monticello, GA 31064-1199

Bryan County Tax Commissioner                      $25,261
P.O. Box 447
Pembroke, GA 31321-0447

Chatham County Tax Commissioner                    $23,076
P.O. Box 9827
Savannah, GA 31412

HSBC Card Services- GM Card                        $15,805
Dept. 9600
Carol Stream, IL 60128-9600

G&W Motorwerkes, Ltd.                              $15,632
125 Greenville Avenue
Staunton, VA 24401

City of Richmond Hill                               $5,010
P.O. Box 250
Richmond Hill, GA 31324

Boca Grande, Florida-based William P. Blincoe, III filed for
Chapter 11 on Aug. 4, 2009 (Bankr. S.D. Ga. Case No. 09-41691).
C. James McCallar Jr., Esq., at McCallar Law Firm represents the
Debtor in his restructuring efforts.  In his petition, the Debtor
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in debts.


WILLIAM BLINCOE: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
William P. Blincoe, III, filed with the U.S. Bankruptcy Court for
the Southern District of Georgia its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,024,994
  B. Personal Property              $792,255
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $4,714,975
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $89,839
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $786,276
                                 -----------      -----------
        TOTAL                    $10,817,250       $5,591,090

Boca Grande, Florida-based William P. Blincoe, III filed for
Chapter 11 on Aug. 4, 2009 (Bankr. S.D. Ga. Case No. 09-41691).
C. James McCallar Jr., Esq., at McCallar Law Firm represents the
Debtor in his restructuring efforts.  In his petition, the Debtor
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in debts.


WILLIAM TURNER III: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: William Deane Turner, III
        5660 Shaddelee Lane
        Fort Myers, FL 33919

Case No.: 09-18615

Chapter 11 Petition Date: August 24, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Richard Johnston Jr., Esq.
            Fowler, White, Boggs, P.A.
            Post Office Box 1567
            Fort Myers, FL 33902-1567
            Tel: (239) 334-7892
            Fax: (239) 334-3240
            Email: richard.johnston@fowlerwhite.com

Total Assets: $10,926,183

Total Debts: $2,929,976

The petition was signed by William Deane Turner, III.

Debtor's List of 1 Largest Unsecured Creditor:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Chase - Cc                     Credit Card            $1,976
Attn: Bankruptcy Dept


WINDSOR CENTURY: Taps Michael W. Carmel as Bankruptcy Counsel
-------------------------------------------------------------
Windsor Century Plaza, LLC, asks the U.S. Bankruptcy Court for the
District of Arizona for authority to employ Michael W. Carmel,
Ltd., as counsel.

The firm will, among other things:

   a) give the Debtor-in-possession legal advice with respect to
      his powers and duties in the proceedings;

   b) prepare on behalf of the Debtor the necessary applications,
      answers, orders, reports and other legal papers; and

   c) perform all other legal services for the Debtor which may be
      necessary herein.

Michael W. Carmel, Esq., a lawyer at the firm, tells the Court
that his hourly rate is $525 and the rate for paralegals is $135.

Mr. Carmel assures that the firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Court.

Mr. Carmel can be reached at:

     Michael W. Carmel, Ltd.
     80 E. Columbus Ave
     Phoenix, AZ 85012-4965
     Tel: (602) 264-4965
     Fax: (602) 277-0144

                    About Windsor Century Plaza

Phoenix, Arizona-based Windsor Century Plaza, LLC, operates a real
estate business.  The Company filed for Chapter 11 on Aug. 5, 2009
(Bankr. D. Ariz. Case No. 09-18571).  Michael W. Carmel, Esq.,
represents the Debtor in its restructuring efforts.  In its
petition, the Debtor listed total assets of $19,000,000 and total
debts of $45,465,186.


WORLDSPACE INC: Plan Deadline Extended to Oct. 31
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Worldspace Inc. an Oct. 31 extension of its exclusive period to
file a Chapter 11 plan, Bill Rochelle at Bloomberg News said.
According to the report, no objections were raised to the
requested extension.

According to Mr. Rochelle, the Bankruptcy Court in March
authorized a sale of the business for $28 million in cash to
Yenura Pte, a company controlled by WorldSpace's Chief Executive
Noah Samara. There were no other bidders at auction.  The sale
hasn't been completed while regulatory approvals are being sought.

Based in the Washington, DC metropolitan area, WorldSpace, Inc.
(WRSPQ.PK) -- http://www.1worldspace.com/-- provides satellite-
based radio and data broadcasting services to paying subscribers
in 10 countries throughout Europe, India, the Middle East, and
Africa.  1worldspace(TM) satellites cover two-thirds of the earth
and enable the Company to offer a wide range of services for
enterprises and governments globally, including distance learning,
alert delivery, data delivery, and disaster readiness and response
systems.  1worldspace(TM) is a pioneer of satellite-based digital
radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.

The U.S. Trustee for Region 3 appointed creditors to serve on an
official committee of unsecured creditors.  Neil Raymond Lapinski,
Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot
Greenleaf, represent the Committee as counsel.  When the Debtors
filed for bankruptcy, they listed total assets of $307,382,000 and
total debts of $2,122,904,000.


* Business Bankruptcies Up by 64%, Says ABI
-------------------------------------------
More than 30,000 businesses sought bankruptcy protection in the
first half of 2009, a 64% rise from the same period in 2008,
Business First of Louisville reported, citing the American
Bankruptcy Institute.  According to ABI, the number of Chapter 11
business reorganizations increased by 113%, to 7,396, and Chapter
7 business liquidations jumped by 5%, to 20,375.


* FDIC Meets to Ease Rules on Investors' Purchase of Closed Banks
-----------------------------------------------------------------
The Federal Deposit Insurance Corporation will meet today to
consider a proposal to ease rules to allow private-equity
investors to acquire troubled banks.  The move would help reduce
the number of failed banks the FDIC needs to support as its
insurance fund has been depleted because of bank closings at the
highest pace since 1992.

"There are a lot of private-equity bidders that have been waiting
to see how this rule plays out," Mark Tenhundfeld, senior vice
president at the American Bankers Association, said August 24 in a
telephone interview with Bloomberg News. "As modified, I think
private equity is likelier to want to get back in the game."

The modifications may lower to 10% from 15% the Tier 1 capital
ratio private-equity investors must maintain after buying a bank,
Mr. Tenhundfeld said.  Tier 1 ratios measure a lender's ability to
withstand losses and new banks must maintain at least 8 percent to
be deemed well capitalized.

This year's closed banks have risen to 81, costing the fund an
estimated $21.5 billion this year.  FDIC's insurance fund had $13
billion at the end of March.  Five of the closed banks this year -
- Guaranty Bank, Colonial Bank, BankUnited FSB, Silverton Bank,
Vineyard Bank cost the fund $12.58 billion.

According to Bloomberg, the agency may impose an emergency fee in
the third quarter -- sooner than planned -- to replenish the fund,
the second assessment this year.

The FDIC has twice entered into deals with investor groups this
year.  In March, IndyMac Federal Bank, the entity that took over
Indymac Bank (seized by regulators last year), was sold to
investors led by Steven Mnuchin, an ex-Goldman Sachs Group Inc.
investment banker, and including buyout firm J.C. Flowers & Co.
Florida's BankUnited Financial Corp. was sold in May to firms
including Blackstone Group and WL Ross & Co.

                      2009 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks:

                                            Buyer's     FDIC Cost
                                            Assumed  to Insurance
                                            Deposits         Fund
  Closed Bank          Buyer                (millions)  (millions)
  -----------          ----                 --------       -----
Guaranty Bank       BBVA Compass, Birmingham $11,656.0   $3,000.0
ebank, Atlanta, GA  Stearns Bank, N.A.          $130.0     $163.0
First Coweta Bank   United Bank, Zebulon        $144.0      $48.0
CapitalSouth Bank   IBERIABANK, Lafayette       $542.4     $151.0
Colonial Bank       BB&T, Winston-Salem      $20,000.0   $2,800.0
Union Bank, N.A.    MidFirst Bank                $14.0      $61.0
Community Bank Nev  FDIC-Created DINB         $1,375.8     $781.5
Community Bank Ariz MidFirst Bank               $143.8      $25.5
Dwelling House      PNC Bank, N.A.               $13.8       $6.8
First State Bank    Stearns Bank, N.A.          $379.0     $116.0
Community National  Stearns Bank, N.A.           $93.0      $24.0
Community First     Home Federal Bank, Nampa    $151.0      $45.0
Integrity Bank      Stonegate Bank, Fla.        $102.0      $46.0
Mutual Bank         United Central, Tex.      $1,600.0     $696.0
First BankAmericano Crown Bank, Brick, NJ       $157.0      $15.0
First State, Altus  Herring Bank, Amarillo, Tex. $98.2      $25.2
Peoples Community   First Financial Bank, Ohio  $598.2     $129.5
Waterford Village   Evans Bank, N.A.             $58.0       $5.6
SB - Gwinnett       State Bank and Trust        $292.0   }
SB - North Fulton   State Bank and Trust        $191.0   }
SB - Jones County   State Bank and Trust        $387.0   } $807.0
SB - Houston County State Bank and Trust        $320.0   }
SB - North Metro    State Bank and Trust        $212.0   }
SB - Bibb County    State Bank and Trust      $1,000.0   }
Temecula Valley     First-Citizen Bank          $996.0     $391.0
Vineyard Bank       Calif. Bank, San Diego    $1,456.0     $579.0
BankFIrst, Sioux    Alerus Financial, N.A.      $254.0      $91.0
First Piedmont      First American Bank         $109.0      $29.0
Bank of Wyoming     Central Bank & Trust         $59.0      $27.0
John Warner Bank    State Bank of Lincoln        $64.0      $10.0
1st State Winchest. First Nat'l Beardstown       $34.0       $6.0
Rock River Bank     Harvard State Bank           $75.8      $27.6
Elizabeth State     Galena State Bank            $50.4      $11.2
1st Nat'l Danville  First Financial             $147.0      $24.0
Founders Bank       PrivateBank and Trust       $848.9     $188.5
Millennium State    State Bank of Texas         $115.0      $47.0
Mirae Bank          Wilshire State Bank         $362.0      $50.0
Metro Pacific Bank  Sunwest Bank, Tustin         $67.0      $29.0
Horizon Bank        Stearns Bank, N.A.           $69.4      $33.5
Neighborhood Comm   CharterBank, West Point     $191.3      $66.7
Community Bank      -- None --                       -          -
First National Bank Bank of Kansas              $142.5      $32.2
Cooperative Bank    First Bank, Troy, N.C.      $717.0     $217.0
Southern Community  United Community            $307.0     $114.0
Bank of Lincolnwood Republic Bank, Chicago      $202.0      $83.0
Citizens National   Morton Community            $200.0     $106.0
Strategic Capital   Midland States Bank         $471.0     $173.0
BankUnited FSB      WL Ross-Led Investors     $8,300.0   $4,900.0
Westsound Bank      Kitsap Bank                 $295.1     $108.0
America West        Cache Valley Bank           $284.1     $119.4
Citizens Community  N.J. Community Bank          $43.7      $18.1
Silverton Bank      -- No Buyer --                   -   $1,300.0
First Bank of Id    US Bank, Minneapolis        $261.2     $191.2
First Bank of BH    -- No Buyer --                   -     $394.0
Heritage Bank       Level One Bank              $101.7      $71.3
American Southern   Bank of North Georgia        $55.6      $41.9
Great Basin Bank    Nevada State Bank           $221.4      $42.0
American Sterling   Metcalf Bank, Lee Summit    $171.9      $42.0
New Frontier Bank   -- No Buyer --                   -     $670.0
Cape Fear Bank      First Federal, Charleston   $403.0     $131.0
Omni National       -- No Buyer --                   -     $290.0
TeamBank, N.A.      Great Southern Bank         $474.0      $98.0
Colorado National   Herring Bank, Amarillo, TX   $82.7       $9.0
FirstCity Bank      -- No Buyer --                   -     $100.0
Freedom Bank        Nat'l Georgia Bank, Lavonia $161.0      $36.2
Security Savings    Bank of Nevada, L.V.        $175.2      $59.1
Heritage Community  MB Financial Bank, N.A.     $218.6      $41.6
Silver Falls        Citizens Bank               $116.3      $50.0
Pinnacle Bank       Washington Trust Bank        $64.0      $12.1
Corn Belt Bank      Carlinville Nat'l Bank      $142.4     $100.0
Riverside Bank      TIB Bank                    $281.4     $201.5
Sherman County      Heritage Bank                $85.1      $28.0
County Bank         Westamerica Bank          $1,300.0     $135.0
Alliance Bank       California Bank & Trust     $951.0     $206.0
FirstBank           Regions Bank                $279.0     $111.0
Ocala National      CenterState Bank            $205.2      $99.6
Suburban Federal    Bank of Essex               $302.0     $126.0
MagnetBank          -- No Buyer --                   -     $119.4
1st Centennial      First California Bank       $302.1     $227.0
Bank of Clark       Umpqua Bank                 $523.6    $120-145
Nat'l Commerce      Republic Bank of Chicago    $402.1      $97.1

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html


* Existing Homes Sales Up, Median Price Down 15%
------------------------------------------------
For the first time in five years, existing-home sales have
increased for four months in a row, the National Association of
Realtors(R), said in an August 21 news release.

Existing-home sales -- including single-family, townhomes,
condominiums and co-ops -- rose 7.2% to a seasonally adjusted
annual rate1 of 5.24 million units in July from a level of 4.89
million in June, and are 5.0% above the 4.99 million-unit pace in
July 2008.  The last time sales rose for four consecutive months
was in June 2004, and the last time sales were higher than a year
earlier was November 2005.

Total housing inventory at the end of July rose 7.3% to
4.09 million existing homes available for sale, which represents a
9.4-month supply at the current sales pace, which was unchanged
from June because of the strong sales gain.  Raw inventory totals
are 10.6% lower than a year ago when the number of unsold homes
was at a record.

The national median existing-home price for all housing types was
$178,400 in July, which is 15.1% lower than July 2008.  Distressed
properties continue to weigh down the median price because they
typically sell for 15% to 20% less than traditional homes.

Lawrence Yun, NAR chief economist, said he is encouraged.  "The
housing market has decisively turned for the better.  A
combination of first-time buyers taking advantage of the housing
stimulus tax credit and greatly improved affordability conditions
are contributing to higher sales," he said.

The monthly sales gain was the largest on record for the total
existing-home sales series dating back to 1999.

"Because price-to-income ratios have fallen below historical
trends, there are more all-cash offers.  In some recovering
markets like San Diego, Las Vegas, Phoenix, and Orlando, the
demand for foreclosed and lower priced homes has spiked, and a
lack of inventory is becoming a common complaint," Mr. Yun said.

According to Freddie Mac, the national average commitment rate for
a 30-year, conventional, fixed-rate mortgage fell to 5.22% in July
from 5.42% in June; the rate was 6.43% in July 2008.

An NAR practitioner survey showed first-time buyers purchased 30%
of homes in July, and that distressed homes accounted for 31% of
transactions.

NAR President Charles McMillan, a broker with Coldwell Banker
Residential Brokerage in Dallas-Fort Worth, said the first-time
buyer tax credit is working.  "In addition to first-time buyers,
we're also seeing increased activity by repeat buyers.  While many
entry-level buyers are focused on the discounted prices of
distressed homes, they're also freeing some existing owners to
sell and make a move," he said.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 7-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: August 10, 2009



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Danilo Munnoz, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

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