TCR_Public/090827.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, August 27, 2009, Vol. 13, No. 237

                            Headlines

ACUMENT GLOBAL: Moody's Junks Corporate Family Rating From 'B2'
ADVANTA CORP: Terminates VP Weinstock as Part of Cost Cutting
AFFINIA GROUP: Moody's Affirms 'B1' Rating on $225 Mil. Notes
AFFINITY GROUP: Moody's Downgrades Corp. Family Rating to 'Caa2'
AMC ENTERTAINMENT: To Issue 2014, 2016 and 2019 Unsecured Notes

AMERICAN INT'L: CEO Pay Package May Get Gov't Approval Next Week
ANCHOR BLUE: Sun Capital Purchases Business From Bankruptcy
ANTHONY LEASING: Case Summary & 8 Largest Unsecured Creditors
APPIAN LLC: U.S. Trustee Sets Meeting of Creditors for Sept. 15
BAY CITY SAND: Voluntary Chapter 11 Case Summary

BUILDING MATERIALS: Settles Class Suit Delaying Plan Confirmation
CARAUSTAR INDUSTRIES: Got $75MM Revolving Loan for Bankruptcy Exit
CARBONICS CAPITAL: June 30 Balance Sheet Upside-Down by $16.71MM
CHINA LOGISTICS: Earns $137,680 for Three Months Ended June 30
CHRYSLER LLC: Fiat-Owned Chrysler Ends Alliance With Nissan

CHRYSLER LLC: Daimler Denies Contract Breach Allegations
CIRCUIT CITY: Files Plan, Offers Up to 13.5% to Unsec. Creditors
CIRCUIT CITY: Bank Trustees Want to Pursue Foreclosures
CIRCUIT CITY: Gets Court Nod for Set-Off of Claims
CIRCUIT CITY: Proposes Claims Settlement Procedures

CIRCUIT CITY: Sues Sirius XM for Breach of Contract
CITIGROUP INC: Files Pricing Supplements for Securities Issuance
CITIGROUP INC: Registers Russell-Linked Notes on NYSE Arca
CJ SPORTS ENTERPRISES: Voluntary Chapter 11 Case Summary
COLONIAL BANCGROUP: Files for Chapter 11 After Bank Seized

COLONIAL BANCGROUP: Case Summary & 19 Largest Unsecured Creditors
CONSENTRY NETWORKS: Shuts Down After Burning $81 Million
CORNERSTONE E&P: Wants to Access Cash Collateral of Union Bank
COTT CORP: Appoints Cravens to Replace Figuereo as CFO
COTT CORP: Nets US$47.5 Million in Public Offering of Shares

COYOTES HOCKEY: NHL Sends $140MM Bid to Keep Team in Arizona
COYOTES HOCKEY: Ice Edge Submits Formal Bid for Team
COYOTES HOCKEY: Jerry Reinsdorf Drops Out of Bidding
CRABTREE & EVELYN: Hahn & Hessen Selected as Counsel to Committee
CST INDUSTRIES: Moody's Affirms 'B1' Rating on $147.4 Mil. Loan

CST INDUSTRIES: S&P Gives Stable Outlook, Affirms 'B' Rating
CUMULUS MEDIA: Appoints Linda Hill as Controller, Accounting Head
DELTEK INC: S&P Raises Corporate Credit Rating to 'BB-'
DIGITAL LIGHTWAVE: June 30 Balance Sheet Upside-Down by $35.34MM
DOLLAR GENERAL: Moody's Corrects Ratings on $600 Mil. Loan to 'B2'

DOLLAR THRIFTY: Registers 1.3MM Shares Under Director Equity Plan
DROR JOSHUA PAPIR: Case Summary & 20 Largest Unsecured Creditors
EAGLE PUBLICATIONS: May Get 2 Bids; New Owner Expected This Month
EASTMAN KODAK: June 30 Balance Sheet Upside-Down by $112 Million
EINSTEIN NOAH: Registers Additional Shares for Stock Option Plan

EPIX PHARMACEUTICALS: PRX-00023 Will Be Part of Sept. 30 Auction
ESCADA AG: U.S. Unit to Pay Prepetition Sales & Use Taxes
ESCADA AG: U.S. Unit's Schedules Deadline Moved to Sept. 28
EVERGREEN TRANSPORTATION: Has Initial Access to GE Cash Collateral
EXTENDED STAY: Hahn & Hessen Selected as Committee Counsel

EXTENDED STAY: Schedules Deadline Moved to September 28
EXTENDED STAY: Stipulation Governing Creditors' Access to Info
EXTENDED STAY: M&T Trust Appeals Cash Collateral Order
FAIRPOINT COMMS: Allegedly Faked Test Result to Run Verizon Lines
FIRSTFLIGHT INC: Going Concern Depends on Payment of Current Debt

FORD MOTOR: Fitch Revises Credit Outlook from Neg. to Stable
FOUNDATION FOR AMERICAN COMM: Files Chapter 7 Petition
GALE FORCEPETROLEUM: To File for Bankruptcy Due to Funding Woes
GENERAL MOTORS: Germany to Resume Opel Sale Talks Tomorrow
GOLDEN ELEPHANT: Posts $5MM Net Loss in Six Months Ended June 30

HARRAH'S ENTERTAINMENT: Tolosa Steps Down as Eastern Unit's Head
HARRINGTON JR: Case Summary & 5 Largest Unsecured Creditors
HAWAIIAN TELCOM: Amends Joint Plan Of Reorganization
HAWAIIAN TELCOM: Financial Projections Under Amended Plan
HAWAIIAN TELCOM: Hearing on Amended Plan Outline Today

HAWAIIAN TELCOM: Can Continue to Use Cash Collateral Until Oct. 31
HERBERT WONG: Voluntary Chapter 11 Case Summary
IMPERIAL CAPITAL: Faces Trouble as Bank Unit Under-Capitalized
JAYHU CRAIG BAKER: Case Summary & 8 Largest Unsecured Creditors
JEFFERSON COUNTY: Taxpayers' Lawyers Want Refunds in Early 2010

KB TOYS: To Sell IP Assets to CE Stores for $2.1 Million
KEATING CHEVROLET: Files List of 20 Largest Unsecured Creditors
KEATING CHEVROLET: Has Until August 31 to File Schedules
KEATING CHEVROLET: Wants to Use GMAC & Chrysler Financial's Cash
LANDAMERICA FINANCIAL: Court Okays Attorney's Fees

LAW OFFICES OF MASRY: Dispute for Funds Leads to Chapter 11 Filing
LEAR CORP: Officers & Directors Disclose Disposition of Stock
LEAR CORP: Canadian Workers Vote in Favor of New Contract
LEHMAN BROTHERS: Selects Citadel for Administration Services
LENNY DYKSTRA: Demands Temporary Residence From Mansion's Insurer

LUMINENT MORTGAGE: Merrill Wins Dismissal of Fraud Suit
LUXURY OUTER: Meeting of Creditors Scheduled for September 18
LUXURY OUTER: Files Amended List of 20 Largest Unsecured Creditors
LUXURY OUTER: Wants to Access Rental Payments for its Properties
M/I HOMES: S&P Changes Outlook to Stable, Affirms 'B' Rating

MACTEC INC: Moody's Affirms Corporate Family Rating at 'B2'
MAGNA ENTERTAINMENT: Sept. 8 Auction Slated for Remington Park
MAGNA ENTERTAINMENT: Track Fined $800,000 for Security Failure
MAGNA ENTERTAINMENT: MID Hikes DIP Loan by $28 Million
MAGNACHIP SEMICON: Creditors Sue UBS to Protect Foreign Units

MAJESTIC STAR: June 30 Balance Sheet Upside-Down by $343 Million
MASHANTUCKET WESTERN: To Seek Debt Restructuring, Taps Advisors
MASHANTUCKET WESTERN: Cut 4 Notches to 'CCC' by S&P
MAXXAM INC: To Adopt 1-for-250 Reverse Stock Split
MERCER INT'L: No Notes Tendered, Exchange Offer Moved to Sept. 9

MERCER INT'L: Zellstoff Unit Completes EUR40.0MM Loan Refinancing
MJ OLLEY INC: Case Summary & 4 Largest Unsecured Creditors
MYRTLE GROVE PROPERTIES: Case Summary & 4 Largest Unsec. Creditors
NR GROUP: City Must Decide on Alexander Fulton by End of Month
OCALA FUNDING: S&P Downgrades Ratings on Liquidity Notes to 'D'

ONE LAND: Files Chapter 11 in California
ONE REALCO: Files List of 28 Largest Unsecured Creditors
PACISLATINO VILLAGES: Section 341(a) Meeting Set for September 16
PARROT-ICE DRINK: Can Access Bank's Cash Collateral on Interim
PERKINS REALTY: Case Summary 3 Largest Unsecured Creditors

PHILADELPHIA NEWSPAPERS: Lenders Want Tentative Pact With Union
PICCO INC: Case Summary & 20 Largest Unsecured Creditors
PILGRIM'S PRIDE: Equity Committee Taps Brown Rudnick as Co-Counsel
PILGRIM'S PRIDE: Equity Committee Taps Kelly Hart as Co-Counsel
PILGRIM'S PRIDE: Equity Panel Taps Houlihan as Financial Advisor

PILGRIM'S PRIDE: To Sell 35-Acre Property for $148,600
PILGRIM'S PRIDE: Wants Rule 2015.3 Requirements Modified
PODTBURG & SONS DAIRY: Case Summary & 20 Largest Unsec. Creditors
PSYSTAR CORP: Ordered to Pay Apple's $5,000 Attorneys Fees
PURADYN FILTER: June 30 Balance Sheet Upside-Down by $6 Million

QUALITY HOME HEALTH: Case Summary & 20 Largest Unsecured Creditors
RAINBOWS UNITED: Can Access $1.5-Mil. DIP Facility on Interim
READER'S DIGEST: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
READER'S DIGEST: Chapter 11 Filing Triggers Repayment Obligations
REFCO INC: $500M Suit vs. E&Y, Grant Thornton & Mayer Dismissed

RENEW ENERGY: Court Approves Employees Severance Payments
RIVER LAND LLC: Case Summary & 3 Largest Unsecured Creditors
S&K FAMOUS: Shuts Down Short Pump Unit Near HQ
SCHOLL FOREST: Gets Approval for Temporary Cash Use
SEMGROUP ENERGY: Posts $3.5 Million Net Loss for June 30 Quarter

SEMGROUP LP: Files Third Amended Plan of Reorganization
SHANDONG ZHOUYUAN: Earns $165,105 in Three Months Ended June 30
SHENANDOAH LIFE: Receiver to Sell Business to Assurant
SHERYL WAWERS SCHMIDT: Case Summary 17 Largest Unsecured Creditors
SINCLAIR BROADCAST: Moody's Retains Review on 'Caa2' Corp. Rating

SMURFIT-STONE: Asks for January 21 Extension to File Plan
SIX FLAGS: Valuation Analysis Under Amended Plan
SIX FLAGS: Liquidation Analysis Under Amended Plan
SIX FLAGS: Wants Time to Remove Actions Moved to December 10
SIX FLAGS: Proposes to Settle New Orleans Issues

SONIC AUTOMOTIVE: To Raise $500,000,000 by Issuing Securities
SOUTH LOUISIANA: Case Summary & 20 Largest Unsecured Creditors
SPARE BACKUP: June 30 Balance Sheet Upside-Down by $7.56 Million
STINSON PETROLEUM: Get Initial OK to Use $1.95 Mil. DIP Facility
SUNRA COFFEE: Files for Chapter 11 to Resume New Sale Efforts

SYNIVERSE TECHNOLOGIES: Verisign Deal Won't Move S&P's BB- Rating
TAYLOR BEAN: Failed to Make Bond Principal Payments
TEGRANT CORP: S&P Changes Outlook to Stable; Affirms 'CCC' Rating
TELEPLUS WORLD: Ch. 11 Case Dismissed; Lenders Deal Reached
TLC VISION: Failure to Pay Cues S&P's Rating Downgrade to 'D'

TLC VISION: June 30 Balance Sheet Upside-Down by $27 Million
TOCFHBI INC: Trustee Chases Prepetition Lawyers & Accountants
TROPICANA ENT: UAW Calls for Fair Contract Talks With Management
TWIN RIVERS PARTNERS: Case Summary & 15 Largest Unsec. Creditors
UNI-MARTS: Proposes Lehigh-Led Auction for Business

UNIFRAX LLC: Moody's Downgrades Corporate Family Rating to 'Caa1'
WCI COMMUNITIES: Reorganization Plan Wins Court Approval
WINCHESTER MEADOWS: Case Summary & 7 Largest Unsecured Creditors

* BNY Mellon to Be Sole Financial Services Provider to BMS
* New Policy Lets "Non-Traditional" Investors Bid for Failed Banks
* Manhattan Apartment Rents Fall 10% From 2008

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

                            *********

ACUMENT GLOBAL: Moody's Junks Corporate Family Rating From 'B2'
---------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of Acument Global Technologies, Inc., to Caa1 from B2.  At
the same time, Moody's lowered both the probability of default
rating and the rating on the senior secured term loan to Caa1 from
B2.  The rating outlook is stable.  This action concludes the
review for possible downgrade initiated on March 2, 2009.

The downgrade to Caa1 is prompted by the steep decline in demand
for Acument's products and the resulting deterioration of its
earnings base over the past nine months, largely due to
significantly lower vehicle production over that period.  Reduced
profitability levels, lower manufacturing utilization rates and an
unclear demand environment, particularly from the automotive
manufacturers and Tier 1 suppliers that represent about 60% of the
company's total sales, is expected to result in depressed earnings
over the near term despite improvements realized from its ongoing
actions to restructure its manufacturing footprint and cost
structure, particularly in North America.  While recent
performance suggests that global sales are stabilizing across its
businesses and EBITDA losses have abated, Moody's views Acument's
prospective earnings scale relative to the company's existing
capital structure and increasing interest burden as insufficient
to maintain the previous B2 rating level.

The stable outlook is supported by Acument's improved liquidity
profile.  Liquidity is bolstered by ample cash balances,
significant working capital reductions and minimal debt funding
obligations over the next twelve months.  Moody's added that
Acument has obtained amendments to the existing credit agreements
that have loosened financial covenants over the intermediate term
which reduces the likelihood that a covenant violation could
negatively impact liquidity over the near term.  In addition, all
events of default that have occurred through the amendment dates
have been waived.

These ratings were downgraded:

* Corporate family rating to Caa1 from B2;
* Probability of default rating to Caa1 from B2; and
* Senior secured term loan to Caa1 (LGD3, 48%) from B2 (LGD3, 49%)

The last rating action was on March 2, 2009 when the ratings were
placed on review for possible downgrade.

Acument Global Technologies, Inc., headquartered in Troy,
Michigan, is a global provider of mechanical fastening systems and
value-based fastening solutions, including engineered fastening
systems, fastening installation technology, and inventory
management and application engineering services.  The Company
manufacturers and sells over 270,000 products globally.


ADVANTA CORP: Terminates VP Weinstock as Part of Cost Cutting
-------------------------------------------------------------
Advanta Corp. said David B. Weinstock, Vice President and Chief
Accounting Officer -- the Company's principal accounting officer
-- was notified on August 21, 2009, that his employment with
Advanta and its subsidiaries will terminate effective September 1.

Advanta previously disclosed that in connection with its intention
to reduce expenses to levels commensurate with its current
activities it had commenced a workforce reduction.  Advanta said
Mr. Weinstock's termination is part of the workforce reduction.

Philip M. Browne, Senior Vice President and Chief Financial
Officer of Advanta will be assuming the responsibilities of the
Company's principal accounting officer after Mr. Weinstock's
departure.

As reported by the Troubled Company Reporter on July 13, 2009,
Advanta announced its intention to reduce expenses to levels
commensurate with its current activities.  The Company commenced a
workforce reduction and began notifying affected employees July 6,
2009.  The Company expects to reduce the number of employees by
roughly 50% and to have fewer than 200 employees remaining after
the reduction.  This reduction will take place across all
functional areas within the organization.

The Company expects to incur expenses of roughly $8.5 million to
$9.5 million related to severance and related costs.  The Company
expects substantially all of the expenses associated with the
reduction of workforce to result in cash expenditures.

As reported by the TCR on August 12, 2009, Advanta said its
ability to continue as a going concern may depend on the
successful implementation of a plan for new business
opportunities.

Its bank subsidiary, Advanta Bank Corp., is subject to the
requirements of two agreements with the Federal Deposit Insurance
Corporation.  The agreements place significant restrictions on
Advanta Bank's activities and operations, including its deposit-
taking operations, and require Advanta Bank Corp. to maintain a
total risk-based capital ratio of at least 10% and a tier I
leverage capital ratio of at least 5%.  Its continued operations
may depend on Advanta Bank Corp.'s ability to comply with the
requirements of the regulatory agreements, the Company said.

In addition, one of the regulatory agreements provides that
Advanta Bank Corp. terminate its deposit-taking activities and
deposit insurance after payment of its existing deposits, unless
it submits a plan for the continuation of its deposit-taking
operations and deposit insurance that is approved by the FDIC.  If
Advanta Bank is unable to obtain approval from the FDIC to
continue its deposit-taking operations it could reduce new
business opportunities it might want to pursue.  The Company also
noted that while it does not anticipate funding its operations
through increasing Advanta Bank deposits in the immediate future,
if Advanta Bank is unable to obtain approval from the FDIC to
continue its deposit taking operations, the Company may need to
find alternative sources of funding at some point in the future.
"If we are unable to develop and implement new business
opportunities that will generate sufficient revenues and profits
or if we are unable to access sufficient funding for new business
opportunities, we may not be able to continue as a going concern,"
Advanta Corp. said.

As of June 30, 2009, the Company had $3,128,981,000 in assets
against total liabilities of $3,031,763,000.

                        About Advanta Corp.

Spring House, Pennsylvania-based Advanta Corp. (NASDAQ: ADVNB;
ADVNA) -- http://www.advanta.com/-- manages one of the nation's
largest credit card portfolios (through Advanta Bank Corp.) in the
small business market.  Founded in 1951, Advanta has long been an
innovator in developing and introducing many of the marketing
techniques that are common in the financial services industry.


AFFINIA GROUP: Moody's Affirms 'B1' Rating on $225 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service has affirmed the B1 rating on Affinia
Group Inc.'s $225 million of new senior secured notes.  In a
related action Moody's affirmed Affinia's Corporate Family Rating
and Probability of Default Rating at B2, affirmed the B3 rating on
the subordinated notes, and raised the Speculative Grade Liquidity
Rating to SGL-2 from SGL-3.  The rating outlook remains negative.

The Speculative Grade Liquidity Rating of SGL-2 reflects a good
liquidity profile for the company over the next twelve months.  As
of June 30, 2009, the company maintained $43 million of
unrestricted cash and cash equivalents.  The company's new
$315 million asset based revolving credit facility is expected to
provide good availability over the near-term.  The facility
contains a springing lien covenant once availability falls below a
certain threshold.  However, Moody's does not expect this
threshold to be met over the near-term.  Alternate forms of
liquidity are limited as the company's credit facilities are
secured by substantially all of the company's assets.  Affinia's
ability to generate free cash flow over the next 12 months may be
pressured by soft economic conditions which may pressure consumer
aftermarket spending patterns.

Rating Assigned:

* B1 (LGD3, 37%) for the $225 million privately placed senior
  secured notes

Ratings affirmed:

* B2, Corporate Family Rating
* B2, Probability of Default
* B3 (LGD5, 71%) on the Subordinated Notes
* Senior Unsecured Issuer Rating, B3

Rating raised:

* Speculative Grade Liquidity Rating, to SGL-2 from SGL-3

Ratings withdrawn:

* Ba2 (LGD2, 19%), on the First Lien Bank debt

The $315 million asset based revolving credit facility is not
rated by Moody's.

The last rating action for Affinia was on August 3, 2009 when the
new senior secured notes were assigned a prospective (P)B1 rating.

Affinia Group Inc., headquartered in Ann Arbor, MI, is a designer,
manufacturer and distributor of aftermarket components for
passenger cars, sport utility vehicles, light, medium and heavy
trucks and off-highway vehicles.  The company's product range
addresses filtration, brake and chassis markets in North and South
America, Europe, and Asia.  In 2008, the company reported revenues
of approximately $2.2 billion.


AFFINITY GROUP: Moody's Downgrades Corp. Family Rating to 'Caa2'
----------------------------------------------------------------
Moody's downgraded Affinity Group Holdings, Inc.'s corporate
family rating to Caa2 from Caa1, its probability of default rating
to Caa3 from Caa2 and debt instrument ratings as outlined below.
Moody's also placed the ratings under review for further
downgrade.  The downgrades and review were driven by the Company's
announcement that they had deferred payment on the August interest
payment on their AGHI 2012 senior notes and may restructure their
debt in conjunction with a potential equity investment.

The company has a 30 day grace period before the deferred interest
payment constitutes a default.  While the company may make the
payment prior to the expiration of the grace period, Moody's views
the deferment as an indication of a greater risk of default and
potential for debt impairment thus driving lower ratings even
though an equity injection could ultimately improve the capital
structure.

The ratings are under review for further downgrade pending the end
of the grace period and review of final terms of an equity
investment, including modifications to the existing debt if any.
If the company has not made the interest payment by the end of the
grace period, Moody's will likely lower the probability of default
rating to LD.

These ratings were downgraded:

Affinity Group Holding, Inc.

* Corporate Family rating -- to Caa2 from Caa1

* Probability of Default rating -- to Caa3 from Caa2

* 10.875% senior notes due 2012 -- to Ca, LGD5, 75% from Caa3,
  LGD5, 75%

Affinity Group, Inc.

* 9.0% senior subordinated notes due 2012 -- to Caa2, LGD3, 38%
  from Caa1, LGD3, 39%

Ratings unchanged:

* Senior secured revolving credit facility due 2010 -- B1, LGD1,
  6%

* Senior secured term loan due 2010 -- B1, LGD1, 6%

* Speculative Grade Liquidity rating -- SGL-4

All ratings except the Speculative Grade Liquidity rating are
placed under review for further downgrade.

The most recent rating action occurred on September 18, 2008, when
Moody's lowered Affinity Group's CFR to Caa1 from B3 and its PDR
to Caa2 from B3.

Affinity Group'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 Affinity Group's core industry and Affinity Group's
ratings are believed to be comparable to those of other issuers of
similar credit risk.

Affinity Group Holding, Inc., is a large member- based direct
marketing company, targeting North American recreational vehicle
owners and outdoor enthusiasts.  The company reported net revenue
of $488 million for the LTM period ended June 30, 2009.


AMC ENTERTAINMENT: To Issue 2014, 2016 and 2019 Unsecured Notes
---------------------------------------------------------------
AMC Entertainment Inc. has filed with the Securities and Exchange
a prospectus in connection with its issuance of:

     -- $600,000,000 in aggregate principal amount of 8.75% Senior
        Notes due 2019.

     -- $325,000,000 in aggregate principal amount of 11% Series B
        Senior Subordinated Notes due 2016.

     -- $300,000,000 in aggregate principal amount of 8% Series B
        Senior Subordinated Notes due 2014.

The Notes will mature on:

     -- June 1, 2019, for the Senior Notes.
     -- February 1, 2016, for the 2016 Notes.
     -- March 1, 2014 for the 2014 Notes.

The interest payment dates for the Notes are:

     -- June 1 and December 1 of each year for the Senior Notes.
     -- February 1 and August 1 of each year for the 2016 Notes.
     -- March 1 and September 1 of each year for the 2014 Notes.

The notes are fully and unconditionally guaranteed jointly and
severally on a senior unsecured basis, in the case of the Senior
Notes, and on a senior subordinated unsecured basis, in the case
of the Senior Subordinated Notes, by each of the Company's
existing and future subsidiaries that guarantee its other
indebtedness.  The Notes are the Company's general unsecured
obligations.

The Company may redeem some or all of the Senior Notes after
June 1, 2014, some or all of the 2016 Notes after February 1, 2011
and some or all of the 2014 Notes after March 1, 2009 at the
redemption prices set forth. In addition, prior to June 1, 2012
for the Senior Notes and February 1, 2009 for the 2016 Notes, the
Company may redeem up to 35% of each series of notes using the
proceeds of certain equity offerings.

Upon a change of control, the Noteholder will have the right to
require the Company to repurchase the notes at a price equal to
101% of the principal amount thereof plus accrued and unpaid
interest to the date of repurchase.

AMC reported net earnings of $8,640,000 for the 13 weeks ended
July 2, 2009, from net earnings of $7,834,000 for the 13 weeks
ended July 3, 2008.  It had total revenues of $635,312,000 for the
July 2 quarter, compared to $602,219,000 from last year.

As of July 2, the Company had total assets of $3,647,190,000 and
total liabilities of $2,905,515,000.

A full-text copy of the Prospectus dated August 12 is available at
no charge at http://ResearchArchives.com/t/s?431a

A full-text copy of the Quarterly Report is available at no charge
at http://ResearchArchives.com/t/s?431b

            Senior Notes Offering and Cash Tender Offer

AMC issued $600,000,000 aggregate principal amount of Senior Notes
pursuant to an indenture, dated June 9, 2009, among AMC, the
guarantors and U.S. Bank National Association, as trustee.  The
indenture provides that the Senior Notes are general unsecured
senior obligations of the Company and are fully and
unconditionally guaranteed on a joint and several senior unsecured
basis by all of the Company's existing and future domestic
restricted subsidiaries that guarantee the Company's other
indebtedness.

Concurrently with the Senior Notes offering, AMC launched a cash
tender offer and consent solicitation for any and all of its
currently outstanding 8-5/8% senior notes due 2012 at a purchase
price of $1,000 plus a $30 consent fee for each $1,000 of
principal amount of currently outstanding 8-5/8% senior notes due
2012 validly tendered and accepted by AMC on or before the early
tender date.

AMC used the net proceeds from the issuance of the Senior Notes to
pay the consideration for the Cash Tender Offer plus any accrued
and unpaid interest of the $238,065,000 principal amount of
Existing AMCE Senior Notes tendered.  AMC will use the remaining
amount of net proceeds for other general corporate purposes, which
may in the future include retiring any outstanding Existing AMCE
Senior Notes not purchased in the Cash Tender Offer and portions
of its other existing indebtedness and indebtedness of its parent
companies through open market purchases or by other means.  AMC
intends to redeem any of its Existing AMCE Senior Notes that
remain outstanding after the closing of the Cash Tender Offer at a
price of $1,021.56 per $1,000 principal amount of Existing AMCE
Senior Notes as promptly as practicable after August 15, 2009 in
accordance with the terms of the indenture governing the Existing
AMCE Senior Notes.

            Senior Secured Credit Facility Amendment

AMC said it may seek from lenders certain amendments to its senior
secured credit facility dated January 26, 2006, to extend the term
of the senior secured credit facility.  The amendments, among
other things, could: (i) extend the maturity of revolving
commitments and revolving loans held by revolving lenders who
consent to such extension; (ii) extend the maturity of term loans
held by term lenders who consent to such extension; (iii) increase
the interest rates payable to holders of extended revolving
commitments, extended revolving loans and extended term loans; and
(iv) include certain other modifications to the senior secured
credit facility.

                   Deregistration of Securities

AMC on August 24 filed Post-Effective Amendment No. 4 to Form S-1
Registration Statement Under the Securities Act of 1933.  The
Registration Statement initially was filed on Form S-1 (File No.
333- 133940) by AMC and the subsidiary guarantors, and became
effective August 9, 2006.  The Registration Statement was filed,
and the related Prospectus was used, solely in connection with
offers and sales by J.P. Morgan Securities Inc. and Credit Suisse
Securities (USA) LLC -- Market Makers -- related to market-making
transactions of an indeterminate amount of the securities
registered.

AMC has filed a new registration statement on Form S-1 (File No.
333-160754) with respect to offers and sales by the Market Makers
related to market-making transactions of an indeterminate amount
of the Securities and certain other securities issued by the
Company and certain of its subsidiaries, and the new registration
statement became effective July 30, 2009.  "Accordingly, this
Registration Statement has been superseded by the New Registration
Statement and, in accordance with the Company's undertakings in
Part II, Item 22 of this Registration Statement, the Registrants
are filing this Post-Effective Amendment No. 4 to the Registration
Statement to terminate the effectiveness of the Registration
Statement and to deregister, as of the effective date of this
Post-Effective Amendment No. 4, all of the notes remaining unsold
under the Registration Statement," the Company said.

AMC also has filed supplement No. 1 to its market-making
prospectus.  Attached to the prospectus supplement is AMC's July
2009 Quarterly Report.

                      About AMC Entertainment

Headquartered in Kansas City, Missouri, AMC Entertainment Inc. --
http://www.amctheatres.com/-- is organized as an intermediate
holding company.  Its principal directly owned subsidiaries are
American Multi-Cinema, Inc., and AMC Entertainment International,
Inc.  The Company conducts its theatrical exhibition business
through AMC and its subsidiaries and AMCEI.

                           *     *     *

As reported in the Troubled Company Reporter June 1, 2009,
Standard & Poor's Ratings Services affirmed its ratings on AMC's
proposed senior unsecured notes due 2019, following the company's
announcement that it intends to issue $600 million of notes
(upsized from $300 million).  The issue-level rating remains at
'B-' (one notch lower than the 'B' corporate credit rating on AMC)
and the recovery rating remains at '5', indicating S&P's
expectation of modest (10% to 30%) recovery for noteholders in the
event of a payment default.

According to the Troubled Company Reporter on May 29, 2009,
Moody's Investors Service rated AMC's new $600 million senior
unsecured notes B1.  Proceeds will be used to retire AMC's
$250 million 8.625% notes due August 2012 and to bolster liquidity
by reducing outstanding amounts under its $200 million senior
secured revolving term loan due January, 2012 and adding to the
company's cash balance.

The TCR also said June 1, 2009, Fitch Ratings assigned a 'B/RR4'
rating to AMC's senior unsecured note offering due 2019.


AMERICAN INT'L: CEO Pay Package May Get Gov't Approval Next Week
----------------------------------------------------------------
Kenneth Feinberg, the Treasury Department's special master for
compensation, may formally approve the $10.5 million pay package
for new American International Group Inc. CEO Robert Benmosche as
early as next week, Deborah Solomon at The Wall Street Journal
reports, citing people familiar with the matter.

As reported by the Troubled Company Reporter on August 21, 2009,
Mr. Feinberg has granted "approval in principle" on Mr.
Benmosche's salary of $7 million per year, plus annual
long-term incentive awards of as much as $3.5 million.  AIG, on
August 16, 2009, entered into an agreement with Mr. Benmosche
establishing his compensation as President and CEO of the Company.

According to The Journal, Mr. Benmosche wanted formal written
assurance that his pay would be honored and had been pushing for a
speedy sign-off on his compensation.  The report says that Mr.
Feinberg would approve Mr. Benmosche's pay ahead of making any
other rulings about pay at AIG or any of the other companies under
his purview.  The report states that Mr. Feinberg is reviewing
compensation packages for the top 25 highest-paid employees at AIG
and six other firms receiving significant amounts of government
aid, and he has two months to make his rulings.

The Journal notes that AIG had been pushing for a speedier ruling
on Mr. Benmosche over concerns that he might quit if the issue
wasn't settled quickly.  A person close to Mr. Benmosche had said
early this month that the CEO was "ready to walk" if the pay issue
wasn't resolved, The Journal states.

Based in New York, American International Group, Inc., is the
leading international insurance organization with operation in
more than 130 countries and jurisdictions.  AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer.  In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world.  AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in Ireland
and Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  On
September 16, 2008, the Federal Reserve Bank created an
$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG.  The credit facility was eventually
increased to as much as $182.5 billion.  AIG has sold a number of
its subsidiaries and other assets to pay down loans received, and
continues to seek buyers of its assets.

The Troubled Company Reporter reported on March 4, 2009, that
Moody's Investors Service confirmed the A3 senior unsecured debt
and Prime-1 short-term debt ratings of American International
Group.  AIG's subordinated debt rating has been downgraded to Ba2
from Baa1.  The rating outlook for AIG is negative.  This rating
action follows AIG's announcement of net losses of $62 billion for
the fourth quarter and $99 billion for the full year of 2008,
along with a revised restructuring plan supported by the U.S.
Treasury and the Federal Reserve.  This concludes a review for
possible downgrade that was initiated on September 15, 2008.


ANCHOR BLUE: Sun Capital Purchases Business From Bankruptcy
-----------------------------------------------------------
Anchor Blue Holding Corp. on August 26 announced:

     -- it has acquired the Anchor Blue Division of Anchor Blue
        Retail Group, a specialty retailer of casual apparel and
        accessories, and

     -- the placement of a control investment by an affiliate of
        Sun Capital Partners, Inc. following the acquisition.

Sun Capital is a private investment firm focused on leveraged
buyouts, equity, debt, and other investments in small to mid-sized
market-leading companies.  Moving forward, the retail chain will
be known as Anchor Blue, Inc.

Founded in 1972, Anchor Blue operates 113 stores primarily in
Southwestern U.S. and offers a wide assortment of well-priced
fashion basics with West Coast style in a fun environment.

Anchor Blue Retail Group filed for voluntary protection under
Chapter 11 of the Bankruptcy Code in May 2009.  A debtor-in-
possession loan facility, provided by the company's lenders,
facilitated a smooth restructuring process and allowed for the
sale of its ongoing Anchor Blue Division.  It also provided
operational and financial stability improving the capital
structure and helping return the retail business to its long-term
growth track. The company's lenders partnered with an affiliate of
Sun Capital to complete the acquisition of Anchor Blue, Inc. and
allow the Anchor Blue business to exit from bankruptcy with an
affiliate of Sun Capital having a controlling interest.

"We are stronger and more competitive than ever with a lean cost
structure and substantial operating leverage, and we look forward
to working with our vendors to help us continue to provide our
customers with the quality clothing and value they expect from
Anchor Blue, Inc.," said Thomas Sands, President and CEO of Anchor
Blue, Inc.

Anthony G. Polazzi, Principal, Sun Capital Partners, added, "We
are pleased to support Anchor Blue through its restructuring
process and to work with its highly-experienced management team in
re-building its retail footprint.  We believe that the company is
well-positioned to capitalize on the rebound in the U.S. retail
economy which has suffered from historic revenue declines in the
past two years.  This is the third affiliate Sun Capital has
successfully guided through a bankruptcy process this year and is
indicative of our deep support and operational involvement with
our affiliates."

                 About Sun Capital Partners, Inc.

Sun Capital Partners, Inc. is a leading private investment firm
focused on leveraged buyouts, equity, debt, and other investments
in market-leading companies that can benefit from its in-house
operating professionals and experience.  Sun Capital affiliates
have invested in and managed more than 210 companies worldwide
since Sun Capital's inception in 1995 with combined sales in
excess of $40 billion.  Sun Capital has offices in Boca Raton, Los
Angeles and New York, and affiliates with offices in London,
Paris, Frankfurt, and Shenzhen and Shanghai, China.

Sun Capital has been one of the most active private investment
firms in the U.S., closing 161 transactions from 2002 through
2008, including 30 acquisitions in 2005, 33 transactions in 2006,
39 transactions in 2007, and 26 transactions in 2008 and was the
recipient of the M&A Advisor Private Equity Firm of 2009 award.
For further information, please visit http://www.SunCapPart.com/

                  About Anchor Blue Retail Group

Anchor Blue Retail Group is the holding company for two
subsidiaries -- Anchor Blue Division and Levi's(R) & Dockers(R)
Outlet by MOST Division.  Anchor Blue is a specialty retailer of
casual apparel and accessories for the teenage and young adult
markets.  Founded in 1972, the Company has 177 stores in 12
states.  Anchor Blue offers a great assortment of well-priced
fashion basics with West Coast style in a fun environment.  MOST
is an outlet store retailer that holds the exclusive U.S. license
for Levi's(R) Outlet & Dockers(R) Outlet Stores.  Known for its
denim apparel and reasonable prices, MOST operates 74 stores
across the U.S.

Anchor Blue Retail Group Inc. and four of its affiliates filed for
Chapter 11 protection on May 27, 2009 (Bankr. D. Del. Lead Case
No. 09-11770).  Chun I. Jang, Esq., and Jason M. Madron, Esq., at
Richards Layton & Finger P.A., represent the Debtors' in their
restructuring efforts.  In its petition, Anchor Blue listed assets
and debts between $100 million to $500 million.


ANTHONY LEASING: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Anthony Leasing, Inc.
        2 Allegheny County Airport
        West Mifflin, PA 15122

Bankruptcy Case No.: 09-26228

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Exotic Cars of South Florida, LLC                  09-26229
dba New Auto

Chapter 11 Petition Date: August 25, 2009

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

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  Email: rol@lampllaw.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 8 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/pawb09-26228.pdf

The petition was signed by Barry Smoker, president of the Company.


APPIAN LLC: U.S. Trustee Sets Meeting of Creditors for Sept. 15
---------------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of creditors
in Appian LLC's Chapter 11 case on Sept. 15, 2009, at 12:30 p.m.
The meeting will be held at Room 1190, Thomas P. O'Neill, Jr.
Federal Building, 10 Causeway Street, Boston, Massachusetts.

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.

Wellesley, Massachusetts-based Appian LLC operates a real estate
business.  The Company filed for Chapter 11 on Aug. 10, 2009
(Bankr. D. Mass. Case No. 09-17602).  John F. Davis, 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.


BAY CITY SAND: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Bay City Sand, Inc.
        P.O. Box 1974
        Bay City, TX 77404-1974

Bankruptcy Case No.: 09-36157

Chapter 11 Petition Date: August 25, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  Attorney at Law
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  Email: mccluremar@aol.com

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

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

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

The petition was signed by Berry O. Monteau, president of the
Company.


BUILDING MATERIALS: Settles Class Suit Delaying Plan Confirmation
-----------------------------------------------------------------
Building Materials Holding Corp. reached settlement of a class-
action suit that was delaying confirmation of the reorganization
plan hashed out before the Chapter 11 filing on June 16, Bill
Rochelle at Bloomberg News reported.

According to the report, 96 current and former workers sued
Building Materials, alleging the Company failed to pay overtime
and time spent traveling between jobs.  The plaintiffs sought
class-action status for the suit and said the class potentially
could include as many as 32,000 workers.

Building Materials, pursuant to the settlement, agreed to pay the
96 plaintiffs $244,000, with another $230,000 going to their
lawyers.  Without a settlement, the Company said it couldn't gain
court approval of the Chapter 11 plan, given uncertainty about the
amount owing to employees on priority claims for work in the weeks
before the bankruptcy filing.

When it filed for bankruptcy, Building Materials stated it is
implementing a "pre-negotiated" restructuring plan.  Under the
proposed plan:

   -- the Company's existing secured lenders will convert their
      interests into equity in the newly reorganized company and
      will receive interests in $135 million in newly issued long-
      term notes.

   -- The Company's unsecured creditors will receive a cash
      distribution and the right to receive future payments based
      upon the performance of the Company.

   -- The Company's existing equity will be extinguished, and
      current equity holders will not receive any distributions.

The Company received commitments for $80 million in debtor-in-
possession financing from Wells Fargo Bank and certain of its
other existing lenders.

                     About Building Materials

Building Materials Holding Corporation -- http://www.bmhc.com/--
is one of the largest providers of building materials and
residential construction services in the United States.  BMHC
serves the homebuilding industry through two recognized brands: as
BMC West, it distributes building materials and manufacture
building components for professional builders and contractors in
the western and southern states; as SelectBuild, it provides
construction services to high-volume production homebuilders in
key markets across the country.

BMHC and 11 affiliates filed for bankruptcy on June 16, 2009
(Bankr. D. Del. Lead Case No. 09-12074).  Judge Kevin J. Carey
handles the case.  Michael A. Rosenthal, Esq., and Matthew K.
Kelsey, Esq., at Gibson, Dunn & Crutcher LLP; and Sean M. Beach,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as bankruptcy
counsel.  Paul Croci, at Peter J. Solomon Company, serves as
financial advisor.  Joseph Spano at Alvarez & Marsal North
America, LLC, serves as restructuring advisor.  The Debtors' tax
consultant is KPMG LLP; tax advisor is PricewaterhouseCoopers LLP;
and claims and notice agent is The Garden City Group, Inc.
As of March 31, 2009, the Debtors had total assets of $480,148,000
and total debts of $481,314,000.


CARAUSTAR INDUSTRIES: Got $75MM Revolving Loan for Bankruptcy Exit
------------------------------------------------------------------
Effective August 20, 2009, all conditions to consummation of
Caraustar Industries Inc.'s reorganization plan were satisfied or
waived in accordance with the Plan, and the Plan became effective
under the Bankruptcy Code.  As of the Effective Date, Caraustar
emerged from Chapter 11.

According to a regulatory filing, Reorganized Caraustar, on the
Effective Date, reincorporated as a Delaware corporation by means
of a merger of Caraustar with and into a wholly-owned Delaware
subsidiary of Caraustar.  In accordance with the Plan, Caraustar
Delaware and Caraustar NC entered into an agreement and plan of
merger, providing for Caraustar to merge with and into Caraustar
Delaware on the Effective Date, so that Caraustar NC's separate
corporate existence ceased and Caraustar Delaware was the
surviving corporation.  On the Effective Date, Caraustar Delaware
filed a certificate of merger with the Secretary of State of the
State of Delaware and articles of merger with the Secretary of
State of the State of North Carolina, thus consummating the merger
of Caraustar NC into Caraustar Delaware, and all capital stock of
Caraustar Delaware owned by Caraustar NC was cancelled.

Upon emergence from Chapter 11, Reorganized Caraustar and the
other reorganized Debtors, among other things, entered into the
New Indenture, the Exit Facility Credit Agreement, the
Stockholders' Agreement and certain other agreements.

  -- New Secured Notes Indenture

As of the Effective Date, each Holder of an Allowed Senior Notes
Claim is entitled to receive, in partial consideration of the
cancellation of its Senior Notes Claim, its Pro Rata share of the
New Secured Notes.  In order to facilitate the distribution, all
relevant parties executed, delivered and/or issued the New Secured
Notes Indenture appointing Wilmington Trust FSB as the indenture
trustee and executed the New Secured Notes Documents, including,
without limitation, the New Secured Notes.  Upon execution,
issuance and delivery of the New Secured Notes Documents and
perfection of the liens on the collateral for the New Secured
Notes, as created pursuant to the New Secured Notes Documents, and
as provided therein, the Senior Notes Documents, including,
without limitation, the Senior Notes, will be deemed terminated
and/or cancelled.  The New Secured Notes will not be registered
under the Securities Act of 1933, as amended.

The New Secured Notes will have an aggregate initial principal
amount of $85 million and a maturity date of August 15, 2014.  The
Notes will be secured by a first priority lien on all assets of
the Company and its subsidiaries, including, without limitation,
(a) a pledge of (x) 100% of the stock of all of the Company's
present and future domestic subsidiaries and (y) 65% of the stock
of each of the Company's foreign subsidiaries and (b) all accounts
receivable, inventory, general intangibles and equipment, subject
to (i) a senior lien on accounts receivable and inventory and all
proceeds thereof in favor of the Exit Facility lenders, (ii) a
senior lien on certain equipment securing Industrial Revenue Bonds
and (iii) certain other Permitted liens. The New Secured Notes
will be guaranteed on a senior secured basis by all of the
Company's present and future wholly owned domestic subsidiaries,
other than any such future subsidiary designated an "Unrestricted
Subsidiary" by the Company.

The New Secured Notes will bear interest at (i) 10% in cash, or
(ii) 15% in payment in kind, at the option of the Company, payable
semi-annually in arrears.

The New Secured Notes are redeemable, in whole or in part, at any
time at the Company's option at a redemption price initially equal
to 103% of the aggregate principal amount of the New Secured Notes
redeemed, declining to 102% in the second year, 101% in the third
year and 100% thereafter (plus accrued and unpaid interest, if
any, to the date of redemption).  Upon a Change of Control, the
Company will be required to make an offer to purchase all the New
Secured Notes at 101% of the aggregate principal amount of

New Secured Notes repurchased (plus accrued and unpaid interest,
if any, to the date of purchase).  On the later of December 31,
2009, all Available Cash in excess of $10 million, shall be used
to redeem outstanding New Secured Notes at a redemption price of
100% of the aggregate principal amount of New Secured Notes
redeemed plus accrued and unpaid interest to the date of
redemption.  Not later than February 15 and August 15 of each
year, commencing on August 15, 2010, 75% of Excess Cash Flow
generated during the six-month period ended on the most recent
December 31 or June 30, as applicable, which was not used to
reduce amounts outstanding under the Exit Credit Facility will be
applied to redeem outstanding New Secured Notes at a redemption
price of 100% of the aggregate principal amount of New Secured
Notes redeemed plus accrued and unpaid interest to the date of
redemption.

The New Indenture contains representations and warranties,
financial and collateral reporting requirements, affirmative and
negative covenants, mandatory prepayment events and events of
default customary for similar financings.

A copy of the New Indenture is available for free at:

               http://researcharchives.com/t/s?432e

  -- Exit Credit Facility

Effective August 20, 2009, Caraustar Industries, Inc. and all of
its direct and indirect domestic subsidiaries, as borrowers,
General Electric Capital Corporation, as a lender, Wells Fargo
Foothill, LLC and GE Capital, each as a letter of credit issuer,
and General Electric Capital Corporation, as administrative agent
for itself and each other party that may become a lender
thereunder entered into a $75 million revolving credit facility
pursuant to a Credit Agreement.

The Credit Facility provides up to $75 million in revolving
credit, including a sublimit of $22 million for letters of credit.
The Credit Facility is subject to a borrowing base limit
calculated as the sum of the following: (a) up to 85% of eligible
accounts receivable and (b) the lesser of (x) 85% of the net
orderly liquidation value of eligible inventory or (y) up to 45%
of the book value of eligible inventory, in all cases less all
reserves established by the Administrative Agent, including a
$10 million availability reserve at all times.

Borrowings under the Credit Facility will bear interest at (i)
LIBOR plus a margin of 4.5%, with a LIBOR floor of 2.0%, or (ii)
alternatively at the Index Rate (defined as the highest of (x) the
prime rate, (y) the Federal Funds rate plus 0.50%, or (z) the one-
month LIBOR rate) plus a margin of 3.5%.

The Credit Facility will mature on June 4, 2012.

The Credit Facility contains representations and warranties,
financial and collateral reporting requirements, affirmative and
negative covenants, mandatory prepayment events and events of
default customary for similar financings.

A copy of the Credit Agreement is available for free at:

           http://researcharchives.com/t/s?432f

-- Stockholders' Agreement

Pursuant to the Plan, Reorganized Caraustar entered into a
Stockholders' Agreement dated as of the Effective Date.  Under the
Stockholders' Agreement, among other things, the stockholders have
agreed to vote their shares of New Common Stock to elect Michael
Keough to the Board of Directors of Reorganized Caraustar, so long
as he serves as the chief executive officer.  The Stockholders'
Agreement also provides certain tag-along, drag-along, co-sale,
board observer, information, key action approval and preemptive
rights to the New Common Stock holders.

A copy of the Stockholders' Agreement is available for free at:

            http://researcharchives.com/t/s?432d

                    About Caraustar Industries

Headquartered in Austell, Georgia, Caraustar Industries, Inc. --
http://www.caraustar.com/-- is one of North America's largest
integrated manufacturers of 100% recycled paperboard and converted
paperboard products.  Caraustar serves the four principal recycled
boxboard product end-use markets: tubes and cores; folding
cartons; gypsum facing paper and specialty paperboard products.

Caraustar reached an agreement with holders of roughly 83% of its
7-3/8% Senior Notes maturing June 1, 2009, and 91% of its 7-1/4%
Senior Notes maturing May 1, 2010, on the terms of a cooperative
financial restructuring that would reduce the Company's debt
obligations by roughly $135 million.

The Company and its domestic subsidiaries filed voluntary Chapter
11 petitions along with a pre-negotiated Plan of Reorganization in
the United States Bankruptcy Court for the Northern District of
Georgia on May 31, 2009 (Bankr. N.D. Ga. Lead Case No. 09-73830).
James A. Pardo, Jr., Esq., and Mark M. Maloney, Esq., at King &
Spalding represent the Debtors on their restructuring efforts.
The Debtors listed $50 million to $100 million in assets and
$100 million to $500 million in debts.

Caraustar Industries on August 20 emerged from Chapter 11 as a
newly reorganized private company eliminating $135 million in
debt.


CARBONICS CAPITAL: June 30 Balance Sheet Upside-Down by $16.71MM
----------------------------------------------------------------
Carbonics Capital Corporation's balance sheet showed total assets
of $3.76 million and total liabilities of $20.47 million,
resulting to a stockholders' deficit of $16.71 million.

For three months ended June 30, 2009, the Company reported a net
income of $3.93 million compared with a net loss of $2.93 million
for the period in 2008.

For six months ended June 30, 2009, the Company reported a net
income of $3.24 million compared to a net loss of $3.22 million
for the same period in 2008.

The Company said there is substantial doubt about its ability to
continue as a going concern.  The Company had an accumulated
deficit of $135.26 million at June 30, 2009.  In addition, current
liabilities exceeded current assets by $18.63 million.  Management
plans to include raising additional proceeds from debt and equity
transactions and completing strategic acquisitions.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4305

Carbonics Capital Corporation (OTC:CICS), formerly known as
GreenShift Corporation, develops renewable energy projects that
facilitate efficient use of carbon in energy supply chains.
During the year ended Dec. 31, 2008, the Company's development
activities involved evaluation of a number of different chemical
and other technologies designed to separate carbon dioxide from
exhaust for conversion into value-added carbonaceous products.


CHINA LOGISTICS: Earns $137,680 for Three Months Ended June 30
--------------------------------------------------------------
China Logistics Group Inc. reported a net income of $137,680 for
three months ended June 30, 2009, compared with a net income of
$174,712 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $274,142 compared with a net income of $502,250 for the same
period in 2008.

The Company's balance sheet at June 30, 2009 showed total assets
of $7.07 million, total liabilities of $5.60 million and an equity
of $1.47 million.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4307

On May 18, 2009, Sherb & Co., LLP, in Boca Raton, Florida,
expressed substantial doubt about China Logistics Group Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal years ended Dec. 31,
2008 and 2007.  The auditors noted that the Company has incurred a
loss and has negative cash flows from operations for the year
ended Dec. 31, 2008.

The Company added that its ability to continue as a going concern
is dependent upon its ability to become cash flow positive or
obtain the necessary financing to meet its obligations and repay
its liabilities arising from normal business operations when they
become due and to generate profitable operations in the future.

                     About China Logistics

China Logistics Group Inc. (OTC BB: CHLO) through its subsidiary,
Shandong Jiajia International Freight & Forwarding Co. Ltd.,
operates as a non-asset based international freight forwarder and
logistics management company in the People's Republic of China.
The Company was founded in 1997 and is based in Fort Lauderdale,
Florida.


CHRYSLER LLC: Fiat-Owned Chrysler Ends Alliance With Nissan
-----------------------------------------------------------
Nissan and Chrysler unveiled on August 26 a mutual agreement to
end three OEM vehicle-supply projects announced last year.  For
the past several months, teams from both companies have been
studying the viability of the projects in light of significant
changes in business conditions since the projects were announced
in January and April of 2008.

"[I]t was decided it was in the best interests of both companies
to end the projects," according to the announcement.  The projects
had involved:

   1. Nissan providing to Chrysler a compact sedan for the South
      American market beginning this year.

   2. Nissan providing to Chrysler a small vehicle for global
      markets beginning in 2010.

   3. Chrysler providing to Nissan a full-size pickup truck
      starting in 2011.

A separate agreement involving the supply of transmissions from
Nissan affiliate JATCO to Chrysler remains unchanged. That
agreement has been in effect since 2004.

Additional information and news from Chrysler LLC is available at
http://www.media.chrysler.com/

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Daimler Denies Contract Breach Allegations
--------------------------------------------------------
According to Bloomberg News, Daimler AG denied allegations that it
breached contracts to deliver car parts to its former unit
Chrysler Group LLC.  "Daimler objects to the allegations," Thomas
Froehlich, a spokesman for Daimler, said in an e-mailed statement
to Bloomberg.  "In accordance with existing agreements, Daimler
negotiated, over several months, new supply agreements and even
agreed to postpone deadlines set by the bankruptcy court to the
advantage of Chrysler."

Cornelius Rahn and Tiffany Kary at Bloomberg reported that Daimler
said it resumed deliveries following Chrysler's factory shutdowns.
The Company also said the court chosen by Chrysler "should have no
jurisdiction over the open issues in question."  According to the
report, Daimler said it is willing to "solve the remaining issues
on such supply agreements amicably."

                         Chrysler's Lawsuit

As reported by the TCR on August 26, 2009, Chrysler Group LLC and
Old Carco LLC, formerly known as Chrysler LLC commenced before the
U.S. Bankruptcy Court for the Southern District of New York -- the
court handling Chrysler's bankruptcy cases -- an adversary
proceeding against Daimler AG 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.

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.

                        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)


CIRCUIT CITY: Files Plan, Offers Up to 13.5% to Unsec. Creditors
----------------------------------------------------------------
Circuit City Stores, Inc., and its affiliated debtors delivered
their Joint Plan of Liquidation and accompanying Disclosure
Statement to the U.S. Bankruptcy Court for the Eastern District
of Virginia on August 24, 2009.

Circuit City Stores' exclusive periods to file a plan expired
July 31.  However, no other party has filed a competing plan.  The
Official Committee of Creditors holding general unsecured
claims is a co-proponent to the August 24 Plan.

The Plan provides for the orderly liquidation of the remaining
assets of the Debtors and the distribution of the proceeds of the
liquidation of the Debtors' assets according to the priorities
set forth under the Bankruptcy Code.  There are 18 distinct legal
entities that are being liquidated pursuant to the Plan.

The Plan also provides for the entry of an order approving a
substantive consolidation of the Debtors' Estates and Chapter 11
Cases pursuant to a settlement among the Plan Proponents and
other parties-in-interest.

Following entry of the Confirmation Order, on the effective date
of the Plan:

    (i) all Intercompany Claims by, between and among the
        Debtors will be eliminated,

   (ii) all assets and liabilities of the Subsidiary Debtors
        will be merged or treated as if they were merged with
        the assets and liabilities of Circuit City,

  (iii) any obligation of a Debtor and all guarantees of the
        obligations by one or more of the other Debtors will be
        deemed to be one obligation of Circuit City,

   (iv) the Interests will be cancelled, and

    (v) each Claim filed or to be filed against any Debtor will
        be deemed filed only against Circuit City and will be
        deemed a single Claim against and a single obligation of
        Circuit City.

The Court will convene a hearing on November 23, 2009, at
10:00 a.m. (Eastern Time), to consider confirmation of the Plan.
Parties have until November 16, 2009, at 4:00 p.m. (Eastern
Time), to file objections.

                   Classification and Treatment
                     of Claims and Interests

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

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

Allowed Administrative and Allowed Priority Tax Claims are
intended to be paid in full on or, as soon as reasonably
practicable after, the Distribution Date of the Plan, or, for
ordinary course Administrative Claims, when the claims become due
and, for Priority Tax Claims, as contemplated under Section
507(a)(8) of the Bankruptcy Code.

Class 1 and Class 2 are Unimpaired and are presumed to have
accepted the Plan, and their votes to accept or to reject the
Plan will not be solicited.

Class 3 and Class 4 are Impaired under the Plan and are entitled
to vote on the Plan, subject to the limitations.

Classes 5, 6, 7, and 8 are Impaired under the Plan and will not
receive or retain any distribution or property under the Plan on
account of their Claims or Interests and therefore, are deemed to
have rejected the Plan and are not entitled to vote to accept or
reject the Plan.

                   Substantive Consolidation

The Plan Proponents seek Bankruptcy Court approval of a Global
Plan Settlement, which provides that on the Plan Effective Date,
in accordance with the terms of the Plan and the consolidation of
the assets and liabilities of the Debtors, all Claims based upon
guarantees of collection, payment, or performance made by the
Debtors as to the obligations of another Debtor will be released
and will be of no further force and effect.

The Plan Proponents note that they are seeking substantive
consolidation because they believe that, in view of the limited
funding available to unsecured creditors and the expense involved
in unraveling the Debtors' Estates, the recovery by Creditors of
Circuit City or the other Subsidiary Debtors will, at best, be
maximized, and at worst, be largely unaffected by consolidating
the assets of each of the Debtors in accordance with the Global
Plan Settlement.

Substantive consolidation of the Debtors will not deemed to (i)
affect the rights of any Holder of a Miscellaneous Secured Claim
with respect to the Collateral securing its Claim, or the terms
and implementation of any settlement, and the rights and
obligations of the parties to the settlement, entered into in
connection with the confirmation of the Plan, and (ii) prejudice
the Causes of Action and the Avoidance Actions -- subject to the
releases set forth in the Plan -- which will survive entry of the
Global Plan Settlement Approval Order for the benefit of the
Debtors and their Estates, as if there had been no substantive
consolidation.

The Plan and Disclosure Statement, jointly, will serve as, and
will be deemed to be, a motion for entry of an order under Rule
9019 of the Federal Rules of Bankruptcy Procedure approving the
Global Plan Settlement and the associated substantive
consolidation of the Debtors' Chapter 11 Cases.

If no objection to the Global Plan Settlement is timely filed and
served by any Holder of an Impaired Claim affected by the Plan on
or before November 10, 2009, at 4:00 p.m. (Eastern Time), or
another date as may be established by the Bankruptcy Court, the
Global Plan Settlement Approval Order -- which may be the
Confirmation Order -- may be approved by the Bankruptcy Court.

If any objections are timely filed and served, a hearing with
respect to the Global Plan Settlement and the objections will be
scheduled by the Bankruptcy Court, which hearing may, but is not
required to, coincide with the Confirmation Hearing.

                  Transfer of Estate Assets

Upon the Plan Effective Date, the members of the board of
directors or managers, as the case may be, of each of the
Subsidiary Debtors and Circuit City will be deemed to have
resigned; and each of the Debtors will cause all its Assets and
the Assets of its Estate to be transferred to the Liquidating
Trust in accordance with the Plan.

Upon transfer of the Assets, the Debtors will have no further
duties or responsibilities in connection with the implementation
of the Plan.

                  Dissolution of the Debtors

On the Plan Effective Date, each of the Debtors will be deemed
dissolved for all purposes without the necessity for any other or
further actions to be taken by or on behalf of the Debtors
or payments to be made in connection with the dissolution.

As soon as practicable after the transfer of Assets to the
Liquidating Trust, the Liquidating Trustee will provide for the
retention and storage of the books, records and files that
will have been delivered to the Liquidating Trust until all of
these are no longer required to be retained under applicable law.
The Liquidating Trustee will file a certificate informing the
Bankruptcy Court of the location at which the books, records, and
files are being stored.

The Professionals employed by the Debtors will be entitled to
reasonable compensation and reimbursement of actual, necessary
expenses for post-Effective Date activities, including the
preparation, filing, and prosecution of Final Fee Applications,
upon the submission of invoices to the Liquidating Trust.  Any
time or expenses incurred in the preparation, filing, and
prosecution of Final Fee Applications will be disclosed by each
Professional in its Final Fee Application and will be subject to
approval of the Bankruptcy Court.

     Cancellation of Existing Securities and Agreements

Except as otherwise provided in the Plan, and in any contract,
instrument or other agreement or document created in connection
with the Plan, on the Plan Effective Date, the Interests and any
other promissory notes, share certificates, whether for preferred
or common stock, other instruments evidencing any Claims or
Interests, and all options, warrants, calls, rights, puts, awards
and commitments will be deemed cancelled and of no further force
and effect, without any further act or action under any
applicable agreement, law, regulation, order, or rule.  The
obligations of the Debtors under the notes, share certificates,
and other agreements and instruments governing the Claims and
Interests will be released.

However, certain instruments, documents, and credit agreements
related to Claims will continue in effect solely for the purposes
of allowing the agents to make distributions to the beneficial
holders and lenders.  The holders of or parties to the canceled
notes, share certificates and other agreements and instruments
will have no rights arising from or relating to the notes, share
certificates and other agreements and instruments or the
cancellation of these agreement and instruments, except the
rights provided pursuant to the Plan.

                 Sources for Plan Distribution

All Cash necessary for the Liquidating Trustee to make payments
of Cash pursuant to the Plan will be obtained from these sources:

  (a) The Debtors' Cash on hand, which will be transferred to
      the Liquidating Trustee on the Effective Date,

  (b) Cash received in liquidation of the assets of the
      Liquidating Trust, and

  (c) Proceeds of the Causes of Action.

             Establishment of the Liquidating Trust

The Liquidating Trust will be established and will become
effective on the Plan Effective Date.  All Distributions to the
Holders of Allowed Claims will be from the Liquidating Trust.
The Liquidating Trust will hold and administer these assets and
their Net Proceeds:

  (a) The Assets of the Debtors, including but not limited to
      the Causes of Action for liquidation and distribution in
      accordance with the Plan; and

  (b) All other property of the Debtors and the Estates, and
      each of them, which will be transferred by the Debtors to
      the Liquidating Trust on the Effective Date for
      liquidation and distribution in accordance with the Plan.

Unless the Liquidating Trustee resigns or dies earlier, the
Liquidating Trustee's term will expire upon termination of the
Liquidating Trust pursuant to the Plan or the Liquidating
Trust Agreement.

                  Feasibility of the Plan

The Plan Proponents believe that the Cash on hand and the
proceeds from the Assets will be sufficient to pay all
Administrative and Priority Claims that become Allowed, based
upon the Plan Proponents' estimates.  Accordingly, the Plan
Proponents believe that the Plan is feasible.

                   Liquidation Analysis

To determine the amount of hypothetical Chapter 7 liquidation
value available to Creditors, the Plan Proponents have prepared a
Liquidation Analysis:

                                Estimated Proceeds Available
                               to be Distributed under Chapter 7
                               --------------------------------
                               Low (in 000's)    High (in 000's)
                               ---------------------------------
A. ESTIMATED PROCEEDS
  FROM SALE OF ASSETS

  Cash and cash equivalents         $275,000          $275,000
  Accounts receivable, net            59,700            83,000
  Income tax receivables              52,900            60,400
  Prepaid expenses and
   other current assets                2,200             3,000
  Net PP&E                            11,500            24,400
  Intercompany receivables
   & inv. in subs                     72,900            78,100
  Estate causes of action             14,600            24,300
                                   ---------------------------
  Total Estimated Proceeds from
  Sale of Assets                     488,800           548,200

B. WIND DOWN EXPENSES

  Estimated professional fees         13,000            10,000
  Estimated Chapter 7 trustee fees    14,700            16,400
  Estimated operating expenses        25,000            23,100
                                   ---------------------------
  Total Wind Down Expenses            52,700            49,500
                                   ---------------------------
  NET ESTIMATED PROCEEDS BEFORE
  DISTRIBUTION                       436,100           498,700

C. SECURED CLAIMS                      20,000             5,000
  % Recovery for Secured Claims         100%              100%
                                   ---------------------------
  AMOUNT AVAILABLE FOR
  ADMINISTRATIVE CLAIMS              416,100           493,700

D. ADMINISTRATIVE CLAIMS

  503(b)(9)                          200,000           170,000
  General Administrative Claims       90,000            50,000
                                   ---------------------------
  Total Administrative Claims        290,000           220,000
  % Recovery for Administrative
    Claims                              100%               100%
                                   ---------------------------
  AMOUNT AVAILABLE FOR PRIORITY
  CLAIMS                             126,100           273,700

E. PRIORITY CLAIMS                    125,000            50,000
  % Recovery for Priority Claims        100%              100%
                                   ---------------------------
  AMOUNT AVAILABLE FOR
  UNSECURED CLAIMS                     1,100           223,700

F. UNSECURED CLAIMS                 2,000,000         1,800,000
  % Recovery for Unsecured Claims         0%               12%


The full-text copy of the Liquidation Analysis, which has been
prepared by management based on the Company's best estimates and
knowledge of events as of August 24, 2009, is available for free
at http://bankrupt.com/misc/CC_CircuitCLiq_Analysis.pdf

The Plan Proponents believe that the Liquidation Analysis
demonstrates that in a Chapter 7 liquidation, holders of certain
Claims against the Debtors, including General Unsecured
Claimholders, would receive less of a recovery as compared to the
recovery under the Plan.

                Alternatives to Confirmation
                and Consummation of the Plan

The Plan Proponents believe that the Plan affords Holders of
Claims the potential for a better realization on the Debtors'
Assets than a Chapter 7 liquidation and, therefore, is in the
best interests of those Holders.

If, however, the requisite acceptances of voting Classes of
Claims are not received, or no Plan is confirmed and consummated,
the theoretical alternatives include: (a) formulation of an
alternative plan or plans of liquidation, or (b) liquidation of
the Debtors under Chapter 7 of the Bankruptcy Code.

With respect to an alternative liquidation plan, the Plan
Proponents have explored various other alternatives in connection
with the extensive negotiation process involved in the
formulation and development of the Plan.  The Debtors believe
that the Plan enables Creditors to realize the greatest possible
value under the circumstances, and, as compared to any
alternative plan of liquidation, has the greatest chance to be
confirmed and consummated.

If the Chapter 11 Cases are converted to cases under Chapter 7
of the Bankruptcy Code, pursuant to which a trustee would be
elected or appointed to complete the liquidation of the Debtors'
assets for distribution to Creditors in accordance with the
priorities established by the Bankruptcy Code, it is impossible
to predict precisely how the proceeds of the liquidation would be
distributed to the Holders of Claims against or Interests in the
Debtors, the Debtors note.

The Plan Proponents believe that in a liquidation proceeding
under Chapter 7, additional administrative expenses involved in
the appointment of a trustee or trustees and attorneys,
accountants and other professionals to assist the trustees would
cause a diminution in the value of the Debtors' Estates.  The
assets available for distribution to Creditors would be reduced
by the additional expenses and by Claims, some of which would be
entitled to priority.

If no Plan is confirmed, the Debtors or other parties-in-interest
may seek dismissal of the Chapter 11 Cases pursuant to Section
1112 of the Bankruptcy Code.  Without limitation, dismissal of
the Chapter 11 Cases would terminate the automatic stay and might
allow certain Creditors to foreclose on their Liens on
substantially all of the Debtors' remaining assets.  Accordingly,
the Debtors believe that dismissal of the Chapter 11 Cases would
reduce the value of their remaining assets, would lower the
return to Creditors and would possibly eliminate any return to
Holders of Claims other than Miscellaneous Secured Claims.

For these reasons, the Plan Proponents believe that confirmation
and consummation of their current Plan of Liquidation is
preferable to all other alternatives.  Consequently, the Plan
Proponents urge all Holders of Claims in Classes 3 and 4 to vote
to accept the Plan.

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

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

          Disclosure Statement Hearing on Sept 22

The hearing to consider approval of the Debtors' Disclosure
Statement explaining their Joint Plan of Liquidation is currently
scheduled for September 22, 2009.

The Debtors believe it is in the best interest of their estates,
their creditors, and other parties-in-interest for the Disclosure
Statement to be heard at 11:00 a.m., on September 22, and for the
objection deadline to be September 18, 2009, at 4:00 p.m.

However, the Debtors request that the objection deadline be
extended to allow objections to be filed three business days
before the September 22, 2009 hearing date.  This will allow
creditors and parties-in-interest no less than 25 days notice of
the objection deadline with respect to the Disclosure Statement
in accordance with Rule 2002(b) of the Federal Rules of
Bankruptcy Procedure, according to Douglas M. Foley, Esq., at
McGuireWoods LLP, in Richmond, Virginia.

                        About Circuit City

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

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

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

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


CIRCUIT CITY: Bank Trustees Want to Pursue Foreclosures
-------------------------------------------------------
Wells Fargo Bank, N.A., successor-by-merger to Wells Fargo Bank
Minnesota, N.A., in its capacity as Trustee for the Registered
Holders of Merrill Lynch Mortgage Investors, Inc. Mortgage Pass-
Through Certificates, Series 1998-C1-CTL, and Bank of America,
National Association, successor-by-merger to LaSalle Bank,
National Association, as Trustee for the Registered Holders of
GMAC Commercial Mortgage Securities, Inc. Mortgage Pass-Through
Certificates, Series 1998-C2, sought and obtained a Court order
determining that the automatic stay is inapplicable to the
commencement and prosecution of certain mortgage foreclosure
actions.

The Bank Trustees seek to commence and prosecute mortgage
foreclosure actions in their capacity as mortgagees with respect
to certain real property located in Wichita, Kansas, and in
Vestal, New York, on which the Bank Trustees each hold a mortgage
of record, Rodney F. Page, Esq., at Bryan Cave LLP, in
Washington, D.C., related.

The mortgagors and owners of the properties at issue are not one
of the Debtors.  Rather, the mortgagors and owners of the
properties once leased the mortgaged properties to Circuit City
Stores, Inc., Mr. Page said.  The Court approved Circuit City's
rejection of both the Kansas Lease and the New York Lease, he
added.

The Bank Trustees are entitled to exercise their rights and
remedies against the mortgagors, including to commence and
prosecute a mortgage foreclosure action in Kansas state court and
in New York state court with respect to the Properties, Mr. Page
asserted.

The Kansas law governing the proposed mortgage foreclosure action
requires that Wells Fargo provide statutory notice to Circuit
City of the foreclosure action and name the Debtor as a defendant
in the foreclosure action, so that its leasehold interest in the
property is officially foreclosed for purposes of the real estate
record.  Article 13 of the New York Law requires Bank of America
to name and serve Circuit City as a necessary party defendant in
its mortgage foreclosure action so that the Debtor's former
leasehold interest is formally terminated and the extent the
memorandum of its lease is extinguished of record, Mr. Page told
the Court.

The Bank Trustees filed their Motion in an abundance of caution.
As the Leases have already been rejected, and the premises
vacated by Circuit City, the Bank Trustees do not seek to take
any action against property of any of the Debtors' estates and,
therefore, believe that the automatic stay does not apply in this
instance.  However, to the extent the Court finds that the
automatic stay applies to the proposed actions, the Bank Trustees
request that the Court afford it relief from the automatic stay
to proceed, according to Mr. Page.

Specifically, the Court ordered that the automatic stay provided
in Section 362 of the Bankruptcy Code is modified for the limited
purpose of allowing the Bank Trustees to commence, prosecute, and
complete mortgage foreclosure actions in their capacities as
mortgagees with respect to the Properties.

Except as specifically provided, the Bank Trustees will not seek
to execute upon or attach any property of the bankruptcy estate
without further Court order.  Any claim by the Bank Trustees with
respect to the Property located in Wichita, Kansas, if any, is
withdrawn.

                        About Circuit City

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

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

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

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


CIRCUIT CITY: Gets Court Nod for Set-Off of Claims
--------------------------------------------------
Pursuant to Rule 9013 of the Federal Rules of Bankruptcy
Procedure, the United States of America, on behalf of its agency,
the U.S. Department of Commerce, National Telecommunications
Information Administration, asks the Court to approve the
recoupment of postpetition reimbursements owed to Circuit City
Stores, Inc., against credits owed to the United States by the
Debtor under the same contract.

The United States' liability to the Debtor arises under the
Digital-to-Analog Converter Box Coupon Program administered by
the NTIA pursuant to Digital Television Transition and Public
Safety Act of 2005.  The Debtor's liability to the United States
arises under the same Coupon Program.  The liability of both
exists pursuant to the Retailer Agreement dated December 10,
2007, and Returns Addendum executed by the Debtor in order to
qualify as a participating retailer in the Coupon Program, Robert
P. McIntosh, assistant United States attorney, relates.

The Act requires television broadcasters to terminate
transmission of analog transmissions, and convert exclusively to
digital broadcast transmission.  The Act, as amended, established
a deadline by which the conversion to digital transmission was to
be completed, which was June 12, 2009.

In the Act, Congress provided for the Coupon Program to assist
consumers in purchasing converter boxes, which would operate to
convert digital signals for use with the consumers' current
analog-capable television sets not hooked up to cable, satellite,
or other pay TV service.

Section 3005 of the Act directs NTIA to implement and administer
the Coupon Program through which eligible U.S. households may
obtain a maximum of two coupons of $40 each to be applied towards
the purchase of Coupon-Eligible Converter Boxes.  Coupons are
used by consumers like gift cards, and are restricted to a one-
time use and may be used only to purchase CECBs, according to Mr.
McIntosh.

To help implement certain aspects of the Coupon Program, NTIA
contracted with IBM.  IBM's subcontractor, Corporate Lodging
Consultants, Inc., is responsible for administering retailer
certification, management and redemption.  All retailers
interested in participating in the Coupon Program are required to
execute a standard Retailer Agreement.  Every Retailer Agreement
obtained by CLC from retailers participating in the Coupon
Program was obtained on behalf, and for the benefit of NTIA,
according to Mr. McIntosh.

Circuit City failed to report any Returned CECB settlements to
CLC, as required by the Returns Addendum at any time before the
Petition Date.  Only after filing its petition did Circuit City
provide any reporting of Returned CECB Settlements, Mr. McIntosh
relates.

From the start of Circuit City's participation in the Coupon
Program and continuing through the present, Circuit City has
reported receiving $347,879 in Returned CECB Settlements for
which currently a credit is owed to the U.S. Treasury under the
Retailer Agreement and Returns Addendum in the amount of
$334,720.  The U.S. Treasury took a credit for the remaining
$13,159 against coupon reimbursements owing to the Debtor, Mr.
McIntosh notes.

Of the $334,720, $287,000 is the total amount reported by the
Debtor for prepetition Returned CEBC Settlements.  The remaining
$60,879 is the total postpetition Returned CEBC Settlements, Mr.
McIntosh tells the Court.

On February 23, 2009, NTIA placed an administrative hold on
coupon reimbursements to the debtor, and from February 24 through
March 4, 2009, it sequestered a total of $334,720 in payments due
to Circuit City in postpetition coupon reimbursement claims in
order to recoup the credit it is owed by Circuit City for the
Returned CECB Settlements, according to Mr. McIntosh.

The United States asks the Court to approve its recovery of
$334,720, together with the $13,159, as a valid recoupment of the
amounts owed by the Debtor under the Coupon Program and the
agreements entered.  In addition, NTIA has a right of set-off as
among mutual postpetition debts between itself and the Debtor.

                         *     *     *

The Court granted the U.S. Government's Request.  The exercise of
its right of recoupment by the NTIA is approved.  NTIA is
authorized to recoup $347,879.

Except for the recoupment rights set forth, the Debtors and NTIA
reserve any and all legal and equitable rights, remedies,
defenses, actions, and arguments with respect to any other
rights, claims or causes of action asserted by the other, and the
Debtors and NTIA further reserve any and all equitable rights,
claims or causes of action that they may have against one another
consistent with bankruptcy law and the proceedings of the
bankruptcy cases.

The parties will bear their own costs and fees, including any
possible attorneys' fees or other expenses of litigation.

                        About Circuit City

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

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

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

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


CIRCUIT CITY: Proposes Claims Settlement Procedures
---------------------------------------------------
Pursuant to Sections 105 and 363 of the Bankruptcy Code, and
Rules 2002, 9006, and 9019 of the Federal Rules of Bankruptcy
Procedure, Circuit City Stores Inc. ask the Court to establish
procedures to settle certain prepetition and postpetition claims
and causes of action without further Court approval.

As of July 16, 2009, 13,000 proofs of claim and numerous
administrative expense claim requests -- Disputed Claims -- have
been filed by various parties against the Debtors.  The Debtors
are currently in the process of reviewing and reconciling these
claims against their books and records, and Schedules and
Statements, Douglas M. Foley, Esq., at McGuireWoods LLP, in
Richmond, Virginia, relates.

The Debtors are also engaged in the process of analyzing claims
and causes of action against, and other disputes with, third
parties, as well as reviewing, reconciling, and collecting
receivables.  These Causes of Action and Receivable Claims
include potential avoidance actions existing under Chapter 5 of
the Bankruptcy Code, contract disputes, and credits, chargebacks,
and other accounts receivable arising and accruing pre- and
postpetition, according to Mr. Foley.

Before the Petition Date, the Debtors, in the ordinary course of
their businesses, with the assistance of in-house and outside
counsel, investigated, evaluated, and attempted to resolve
disputes similar in nature to the Settlement Claims.  Depending
upon the fact specific circumstances and the inherent risks
involved in litigating the various claims, the Debtors, in the
exercise of their business judgment, made appropriate offers to
settle these claims, Mr. Foley informs the Court.

The Debtors seek authority to implement similar procedures
to compromise and settle the Settlement Claims throughout
the remainder of the Chapter 11 cases.  Absent the relief
requested, the Debtors would be required to seek Court approval
to settle and compromise each individual Settlement Claim, Mr.
Foley says.

                 Proposed Settlement Procedures

The Debtors propose to implement certain guidelines and
Settlement Procedures with respect to the compromise and
settlement of the Disputed Claims asserted against the Debtors,
and the Cause of Action and Receivable Claims asserted by the
Debtors against third parties.  If the Settlement Procedures are
authorized, the Debtors' bankruptcy estates will be spared
significant expense and delay attendant to resolving the
Settlement Claims, Mr. Foley tells the Court.

The Debtors propose these notice procedures to key parties-in-
interest:

  (a) The Debtors will give written notice, by e-mail or
      facsimile, if available, or overnight courier, of each
      proposed Settlement to (1) the United States Trustee, (2)
      counsel for the Official Committee of the Unsecured
      Creditors, (3) any party to the Settlement, and (4) the
      "Core Group" and "2002 List."

  (b) The Settlement Notice will specify the identity of the
      other party to the Settlement, a summary of the dispute
      with the other party, and a copy of the proposed
      settlement agreement, among other things.

  (c) The Notice Parties may object to or request additional
      time to evaluate the proposed Settlement in writing by no
      later than 5:00 p.m., Eastern Time, (1) five days for both
      Tier I Disputed Claims and Tier I Cause of Action and
      Receivable Claims, or (2) 10 days for both Tier II
      Disputed Claims and Tier II Cause of Action and Receivable
      Claims.  The objection or request will be served to
      counsel of the Debtors and Creditors Committee on or
      before the expiration of the applicable Notice.

      If the Debtors are compromising more than one Disputed
      Claim or Cause of Action and Receivable Claim, the Tier II
      Notice Period will apply to the Settlement.  If no
      objection or written request is filed and served upon
      counsel for the Debtors and counsel for the Creditors
      Committee, or counsel to the Debtors and counsel for the
      Creditors Committee do not receive a written request for
      additional information or additional time before the
      expiration of the applicable Notice Period, the Debtors
      will be authorized to enter into and consummate the
      Settlement Agreement without further Court order or any
      other action by the Debtors.

  (d) If a Notice Party provides a written request to counsel
      for the Debtors for additional information or additional
      time to evaluate the proposed Settlement, only that Notice
      Party will have the later of (1) an additional five days
      to object to the proposed Settlement or (2) in the case of
      a request for additional information, three days after
      receipt by the Notice Party of the additional information
      requested.

      Each Notice Party may only make one request for additional
      time per Settlement Agreement, unless otherwise agreed to
      by the Debtors in their sole discretion.

  (e) If a Notice Party objects to the proposed Settlement
      within the defined Notice Period for that particular Tier
      of Disputed Claim or Cause of Action and Receivable Claim
      -- Objection Deadline -- and the Debtors and the objection
      Notice Party are unable to reach a consensual resolution,
      the Debtors will not take any further action to consummate
      the proposed Settlement without first obtaining Court
      approval for that specific Settlement.

  (f) If the Objection Deadline has passed and no objection has
      been filed, the Debtors are authorized, but not directed,
      to file a "Certificate of No Objection" with the Court,
      provided that each Certificate will set forth a statement
      that no objection was filed or received and no request for
      additional time or information was received, or, if a
      request was received, the additional period of review has
      expired.

Subject to the proposed Notice Procedures, the Debtors propose
these Settlement Procedures with respect to the Disputed Claims:

  (a) Tier I:  With respect to Disputed Claims, the Debtors, in
      their sole discretion, may negotiate, execute and
      consummate written Settlement Agreements with the
      Claimants that will be binding on the Debtors and
      their estates without further action by the Court.  The
      Debtors may, in full settlement of the Disputed Claims,
      grant any Claimant an allowed claim of an agreed upon
      priority or administrative expense claim, as applicable,
      in an amount not to exceed $500,000.

  (b) Tier II:  With respect to Disputed Claims, the Debtors, in
      their sole discretion, may negotiate, execute and
      consummate written Settlement Agreements with the
      Claimants that will be binding on the Debtors and their
      estates without further action by the Court.  The Debtors
      may, in full settlement of the Disputed Claims, grant any
      Claimant an allowed claim or administrative expense claim,
      as applicable, in an amount greater than $500,000.

Subject to the proposed Notice Procedures, the Debtors propose
these Settlement Procedures with respect to the Causes of Action
and Receivable Claims:

  (a) Tier I:  With respect to pre- and postpetition Cause of
      Action and Receivable Claims, the Debtors, in their sole
      discretion, may negotiate, execute and consummate written
      Settlement Agreements with third parties that will be
      binding on the Debtors and their estates without further
      action by the Court.  The Debtors may, in full settlement
      of the Cause of Action and Receivable Claims, compromise
      or settle a Cause of Action and Receivable Claim resulting
      in a cash payment to the Debtors' estates of a value (1)
      equal to or greater than 75% of the Debtors' original
      reasonable estimate of the Cause of Action and Receivable
      Claim amount and (2) equal to or less than $1,000,000.

  (b) Tier II:  With respect to pre- and postpetition Cause of
      Action and Receivable Claims, the Debtors, in their sole
      discretion, may negotiate, execute and consummate written
      Settlement Agreements with third parties that will be
      binding on the Debtors and their estates without further
      action by the Court.  The Debtors may, in full settlement
      of the Cause of Action and Receivable Claims, compromise
      or settle a Cause of Action and Receivable Claim resulting
      in a cash payment to the Debtors' estates of a value equal
      to (1) more than $1,000,000 or (2) less than 75% of the
      Debtors' original reasonable estimate of the Cause of
      Action and Receivable Claim amount.

Pursuant to the proposed Settlement Procedures order, the Debtors
would be authorized, but not directed, to utilize the Settlement
Agreement for purposes of resolving Disputed Claims or Cause of
Action and Receivable Claims.

Additionally, the Debtors will provide written notice to Kurtzman
Carson Consultants LLC, the Debtors' authorized claims and
noticing agent, with respect to any proofs of claim that are
settled pursuant to the Settlement Procedures.  If applicable,
KCC would be authorized and directed to amend the claims register
accordingly without further Court order.

The Debtors sought and obtained separate orders of the Court to
expedite the hearing and to shorten notice.

                         *     *     *

The Court authorized the Debtors to compromise and settle
Disputed Claims and Cause of Action and Receivable Claims in
accordance with the Settlement Procedures.

To memorialize settlements, the Debtors are authorized in their
sole discretion, to enter into settlement agreements.

The Debtors are authorized to resolve all of the Disputed Claims
and Cause of Action and Receivable Claims of a single party in a
single Settlement Agreement.

A copy of the order is available at no charge at:

   http://bankrupt.com/misc/CC_OrdClmSettlementProc080709.pdf

                        About Circuit City

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

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

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

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


CIRCUIT CITY: Sues Sirius XM for Breach of Contract
---------------------------------------------------
Pursuant to its December 10, 2008 Claims Bar Date Order, the
Bankruptcy Court set January 30, 2009, as the deadline for filing
all claims arising before November 10, 2008, against Circuit City
Stores Inc. and its affiliates by any non-governmental entity.
The deadline for governmental units to file claims that arose
before November 10, 2008, was May 11, 2009.

By the General Bar Date, Sirius XM Radio Inc., did not file a
proof of claim with the Debtors' Noticing and Balloting Agent,
Kurtzman Carson Consultants LLC, or with the bankruptcy clerk.
On June 30, 2009, Sirius XM filed an administrative expense
claim, Claim No. 14088, asserting an unliquidated administrative
claim against the Debtors, Douglas M. Foley, Esq., at
McGuireWoods LLP, in Richmond, Virginia, relates.

Sirius XM is the successor by merger of XM Satellite Radio Inc.,
and Sirius Satellite Radio Inc.

On April 1, 2007, the Debtors and XM Satellite entered into an XM
Sales and Marketing Agreement.  On May 29, 2008, the Debtors and
Sirius Satellite entered into a Retail Distribution Agreement.

In addition, before and after the Petition Date, the Debtors and
Sirius XM entered into other agreements for the advertisement and
marketing of products and services of Sirius XM and certain other
third-party vendors.  Pursuant to the Sirius XM Contracts, the
Debtors displayed, marketed, advertised, and sold satellite
radios and related products, and marketed and sold the activation
of the satellite radios, to the Debtors' customers at its stores
and on its Web sites, Mr. Foley relates.

Pursuant to the Sirius XM Contracts, Sirius XM was obligated to
remit to the Debtors, and the Debtors were entitled to payment
from Sirius XM, for these:

  (a) Activation commissions for activating the satellite radios
      with service contracts;

  (b) Residual payments for reactivations of the service
      contracts; and

  (c) Receivables for the marketing, advertising, and sale of
      the satellite radio services of Sirius XM, and the
      marketing, advertising, and sale of certain products of
      certain third-party vendors.

According to Mr. Foley, the Debtors performed these services and
demanded payment.  As of August 24, 2009, Sirius XM is indebted
to the Debtors for an aggregate of $7,105,868.

                                         Sirius          XM
Service                               Satellite      Satellite
-------                               ---------      ---------
Prepetition radio activation            $42,299        $24,912
   commission

Postpetition radio activation           553,848      1,671,215
   commission

Postpetition radio residual           2,133,610        559,681

Prepetition vendor receivables          272,970        614,812
   - advertising and marketing

Postpetition vendor receivables               0      1,232,519
   - advertising and marketing
                                       ---------      ---------
                                      $3,002,728     $4,103,140

According to Mr. Foley, the Debtors are suing Sirius XM on these
counts:

  (1) Breach of Contract:  Sirius XM's failure to pay the Unpaid
      Obligations is a material breach under the Sirius XM
      Contracts.  In addition, pursuant to the Sirius XM
      Contracts, the Debtors are further entitled to reasonable
      attorneys' fees and costs of litigation.

  (2) Turnover of Property:  In the alternative to Count I, but
      without waiving any allegation contained in Count I,
      Sirius XM is in possession, custody, and control of the
      Unpaid Obligations in an amount not less than $7,105,868,
      plus costs, expenses, attorneys' fees, and interest.  The
      Unpaid Obligations are property of the Debtors' estate
      under Section 541 of the Bankruptcy Code and constitute
      debts that are matured, payable on demand, or payable on
      order.

  (3) Unjust Enrichment:  In the alternative to Counts I and II,
      but without waiving any of the allegations, the Debtors'
      provision of services to Sirius XM's customers and
      subscribers directly benefited Sirius XM, and Sirius XM
      has enjoyed the use and benefit of the Debtors' provision
      of services.  The Debtors reasonably expected to be
      compensated by Sirius XM in an amount not less than
      $7,105,868, plus costs, expenses, attorneys' fees, and
      interest at the higher of the legal rate or the rate set
      forth in the Sirius XM Contracts.

  (4) Disallowance of Claims:  Pursuant to Section 502(d) of the
      Bankruptcy Code, any claims, including Claim No. 14088,
      held by Sirius XM against the Debtors' bankruptcy estates
      must be disallowed unless and until Sirius XM pays to the
      Debtors the Unpaid Obligations of not less than
      $7,105,868, plus costs, expenses, attorneys' fees, and
      interest at the higher of the legal rate or the rate set
      forth in the Sirius XM Contracts.

                        About Circuit City

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

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

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

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


CITIGROUP INC: Files Pricing Supplements for Securities Issuance
----------------------------------------------------------------
Citigroup Inc. has filed with the Securities and Exchange
Commission final pricing supplements in connection with Citigroup
Funding Inc.'s issuance of:

     -- Callable Leveraged CMS Spread Principal Protected Notes
        Due August 27, 2024 at $1,000 per Note

        See http://ResearchArchives.com/t/s?4322

     -- Buffer Notes Based Upon the S&P 500(R) Index Due
        September 7, 2011 at $10.00 per Note

        See http://ResearchArchives.com/t/s?4323

     -- 588,000 Equity LinKed Securities at 11% Per Annum Based
        Upon the American Depositary Receipts Representing the
        Common Shares of Vale S.A. Due September 22, 2010, at
        $10.00 per ELKS

        See http://ResearchArchives.com/t/s?4324

     -- 8,261,000 Equity LinKed Securities at 11% Per Annum Based
        Upon the Common Stock of General Electric Company Due
        September 22, 2010 $10.00 per ELKS

        See http://ResearchArchives.com/t/s?4325

Citigroup Inc. has filed preliminary pricing supplements in
connection with Citigroup Funding's issuance of:

     -- 2% Minimum Coupon Principal Protected Notes Based Upon the
        S&P 500(R) Index Due 2014 at $10 per Note

        See http://ResearchArchives.com/t/s?4326

Citigroup Inc. has filed an offering summary in connection with
Citigroup Funding's issuance of:

     -- 2% Minimum Coupon Principal Protected Notes Based Upon the
        S&P 500(R) Index Due 2014

        See http://ResearchArchives.com/t/s?4327

     -- 632,445 Buffer Notes Based Upon the S&P 500(R) Index Due
        September 7, 2011 at $10.00 per Note

        See http://ResearchArchives.com/t/s?4328

Any payments due from Citigroup Funding Inc. are fully and
unconditionally guaranteed by Citigroup Inc.

                       About Citigroup Inc.

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

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

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


CITIGROUP INC: Registers Russell-Linked Notes on NYSE Arca
----------------------------------------------------------
Citigroup Inc. on August 24, 2009, filed with the Securities and
Exchange Commission a Form 8-A12B to register pursuant to Section
12(b) of the Securities Exchange Act of 1934 its 3% Minimum Coupon
Principal Protected Notes Based Upon the Russell 2000(R) Index Due
2014.

Citigroup will register the three classes of securities on NYSE
Arca, the filing says.

As reported by the Troubled Company Reporter on July 30, 2009,
Citigroup filed a free writing prospectus on Form FWP and a
preliminary pricing supplement on Form 424B2 in connection with
Citigroup Funding Inc.'s issuance of 3% Minimum Coupon Principal
Protected Notes Based Upon the Russell 2000(R) Index Due 2014.

The public offering price per note is $10.

The 3% Minimum Coupon Principal Protected Notes Based Upon the
Russell 2000(R) Index are investments linked to an equity index
offered by Citigroup Funding Inc. having a maturity of
approximately five years.  The notes are 100% principal protected
if held to maturity, subject to the credit risk of Citigroup Inc.,
and will pay a coupon per coupon period at a variable rate which
will depend upon the closing value of the Russell 2000(R) Index on
every index business day in each coupon period but will not be
less than 3% of $10 principal amount per note, per coupon period.

For each coupon period, if the closing value of the underlying
index on every index business day during such coupon period does
not exceed the related starting value by more than approximately
21% to 26% (to be determined on the pricing date) and the index
percentage change is greater than 3%, the payment an investor
receives on the related coupon payment date for each $10 note held
will be an amount based on the index percentage change and will
not be greater than roughly $2.10 to $2.60 (21% to 26% of $10
principal amount per note) (to be determined on the pricing date).
If the closing value of the underlying index on any index business
day during such coupon period exceeds the related starting value
by more than approximately 21% to 26% (to be determined on the
pricing date) or if the index percentage change is less than or
equal to 3%, on the related coupon payment date the investor will
receive $0.30 (3% of $10 principal amount per note) for each note
held.  All payments on the Notes are subject to the credit risk of
Citigroup Inc.

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

               http://ResearchArchives.com/t/s?403a

A full-text copy of the Pricing Supplement is available at no
charge at http://ResearchArchives.com/t/s?403b

                       About Citigroup Inc.

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

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

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


CJ SPORTS ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: CJ Sports Enterprises LLC
        1501 Kirby Road
        Knoxville, TN 37909

Bankruptcy Case No.: 09-34616

Chapter 11 Petition Date: August 25, 2009

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

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

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

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

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

The petition was signed by Greg Copelan, president of the Company.


COLONIAL BANCGROUP: Files for Chapter 11 After Bank Seized
----------------------------------------------------------
Colonial BancGroup Inc. has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Middle District of
Alabama, listing $45 million of assets and $380 million of debts
as of August 14.

According to the petition, the Company's debt includes (i)
$253,700,000 owed to The Bank of New York Trust Company, N.A., in
connection with the 2008 issue of 8.875% subordinated notes due
2038, (ii) $104,092,775 owed to The Bank f New York Trust Co. of
Florida, in connection with monies received from the 2003 issuance
of floating rate junior subordinated interest debentures due 2033,
and (iii) 5,182,000,000 owed to U.S. Bank N.A. on account of the
"PCB Capital Trust II."  Remaining creditors on the list of 20
largest unsecured creditors were each owed amounts less than
$40,000.

Barclays Global Investors, N.A., holds at least 5% of the
Company's stock.

Colonial BancGroup has hired Parker, Hudson, Rainer & Dobbs LLP as
bankruptcy counsel.

On August 14, 2009, Colonial BancGroup's banking unit Colonial
Bank, Montgomery, AL, was closed by the Alabama State Banking
Department and the Federal Deposit Insurance Corporation was named
receiver.  The FDIC sold most of the assets to Branch Banking and
Trust, Winston-Salem, North Carolina.  BB&T acquired $22 billion
in assets and assumed $20 billion in deposits of the Bank.

Colonial BancGroup was informed by the U.S. Department of Justice
on August 6, 2009, that it is the target of a federal criminal
investigation relating to the Company's mortgage warehouse lending
division and related alleged accounting irregularities.

Prior to the receivership of Colonial Bank, BancGroup had already
said that the consolidated statements of income will reflect a net
loss for the three and six months ended June 30, 2009 and that
there is doubt about "its ability to continue as a going concern"
in light of uncertainties associated with BancGroup's ability to
increase its capital levels to meet regulatory requirements.

                     About Colonial BancGroup

The Colonial BancGroup (NYSE: CNB) is a financial services company
that provides diversified services, including retail and
commercial banking, wealth management services, mortgage banking
and insurance products.  The BancGroup derives substantially all
of its income from Colonial Bank, N.A (Colonial Bank) its banking
subsidiary.  Colonial bank -- http://www.colonialbank.com/--
operates 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.

BancGroup posted a net loss of $606 million, or $3.02 per common
share, in the quarter compared to a net loss of $168 million, or
$0.86 per common share, in the 1st quarter of 2009.


COLONIAL BANCGROUP: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: The Colonial BancGroup, Inc.
        100 Colonial Bank Boulevard
        Montgomery, AL 36117

Case No.: 09-32303

Chapter 11 Petition Date: August 25, 2009

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

Debtor's Counsel: W. Clark Watson, Esq.
            Balch & Bingham LLP
            1901 Sixth Avenue North, Suite 1500
            Birmingham, AL 35203
            Tel: (205) 251-8100
            Fax: (205) 226-8799
            Email: cwatson@balch.com

                  Rufus T. Dorsey IV, Esq.
                  Parker Hudson Rainer & Dobbs LLP
                  285 Peachtree Center
                  Tower 2, Ste. 1500
                  Atlanta, GA 30303
            Tel: (404) 523-5300
            Fax: (404) 522-8409

Total Assets: $45,000,000

Total Debts: $380,000,000

The petition was signed by Sarah H. Moore, the company's chief
financial officer.

Debtor's List of 19 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
The Bank of New York Trust     Monies Received        $253,700,000
Company, NA                    in connection with
                               the 2008 Issue of
                               8.875% Subordinated
                               Noted Due 2038

The Bank of New York Trust     Monies received in     $104,092,775
Co. of Fla.                    connection with the
                               2003 issuance
                               of Floating Rate
                               Junior Subordinate
                               Interest Debentures
                               Due 2033
U.S. Bank National             PCB Capital Trust II   $5,182,000
Association
225 Asylum Street
Goodwin Square
Hartford, CT

State of Delaware              Franchise Tax          $33,000
                               Quarterly Fee

Toyota Motor Credit            Car Lease Payments     $32,404
Corporation

Continental Stock Transfer     Transfer Agent fee     $28,500
& Trust Co.

RR Donnelley                   Invoice No.            $19,766
                               1204871900 for
                               expenses relating
                               to proxy draft, file
                               and mailing

Business Wire                  Services rendered      $6,980
                               re government
                               action notice and
                               search warrant
                               clarification

Fine Geddie & Associates       Lobbying service fee   $5,000

Broadridge                     Expenses of mailing    $4,385
                               Shareholder
                               Information

Glenda Allred                  Non-Qual. Deferred     $4,800
                               Comp Plan

Georgeson, Inc.                Cancellation fee       $3,515
                               Relating to meeting

Strategic Stock Surveillance   Services rendered      $3,000
LLC                            relating to stock
                               watch

Habif, Arogeti & Wynne, LLP    Accounting Services    $2,265

Bryan Cave, LLP                Legal Services         $1,574

Paul M. Horman                 Business Trip Expense  $1,485

Diversified Reporting          Deposition Transcripts $595
Services, Inc.

Don Powell                     Expense Reimbursements $433

Verizon Wireless               Phone Service          $66


CONSENTRY NETWORKS: Shuts Down After Burning $81 Million
--------------------------------------------------------
Scott Denne posted at The Wall Street Journal blog, Venture
Capital Dispatch, that ConSentry Networks Inc. burned through more
than $81 million before closing down.

ConSentry raised a $9.4 million recapitalization round in January
2009, after appointing Joe Golden, a former partner at Accel
Partners, as CEO.  According to the Dispatch, these investors
contributed:

     -- Accel,
     -- DAG Ventures,
     -- Invesco Private Capital,
     -- Northgate Capital,
     -- Translink Capital, and
     -- Vedanta Capital.

Milpitas, California-based ConSentry Networks Inc. built switches
and controllers that have network access control capabilities
embedded in them.  It was founded in 2003.


CORNERSTONE E&P: Wants to Access Cash Collateral of Union Bank
--------------------------------------------------------------
Cornerstone Southwest GP LLC and Cornerstone E&P Company LP is
asking the U.S. Bankruptcy Court the Northern District of Texas
for permission to use cash collateral of Union Bank of California
N.A. in attempt to improve their ongoing viability as a going-
concern entity, and to avoid immediate and irreparable harm.

The Debtors say that they need a reliable source of financing to
(i) alleviate potential cash-flow difficulties that may arise with
operations; (ii) reassure suppliers, customers, employees, and
taxing authorities of their continued viability during this case;
and (ii) complete the eight program wells.

To protect the secured lender for the diminution in value of its
collateral, the Debtors will grant the lender a superpriority
administrative expense claim with priority over any and all
administrative expenses and all other claims, among other things.

The Debtors have agreed that access to cash collateral will be
terminated if they fail to file a plan of reorganization and
disclosure statement by Oct. 30, 2009.

The Official Committee of Unsecured Creditors, Weatherford U.S.
L.P. and Precision Energy Services Inc., NFR Energy LLC, and Devon
Energy Production Company LP ask the Court to deny the Debtors
access to cash collateral, arguing that the proposed final order
contains several provision which result in the automatic
termination of the Debtor's right to otherwise use cash
collateral.  The Objectors contend the automatic termination
provisions unfairly restrict the Debtors' ability to preserve or
enhance the estate should the lender not approve.

                      About Cornerstone E & P

Headquartered in Irving, Texas, Cornerstone E & P Company LP
operates an oil and gas exploration business.  The Company and its
affiliate, Cornerstone Southwest GP LLC, filed for Chapter 11
protection 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.  The
Debtors both listed assets between $10 million and $50 million,
and debts between $50 million and $100 million.


COTT CORP: Appoints Cravens to Replace Figuereo as CFO
------------------------------------------------------
Cott Corporation appointed Neal Cravens as its Chief Financial
Officer, effective September 8, 2009.

Mr. Cravens, 56, spent approximately 20 years of his career with
Seagram Company, Ltd., the beverage, consumer products and media
entertainment company.  He served successively as Vice President,
Planning, Mergers and Acquisitions, Senior Vice President, Finance
and Chief Accounting Officer, and Executive Vice President and
Chief Financial Officer at the divisional level.

In 2004, Mr. Cravens joined Warner Music Group as Senior Vice
President Finance.  More recently, he served in the Chief
Financial Officer role for Almatis GmbH, a global chemical
company, during 2006, and Advantage Sales & Marketing, a consumer
products broker, from 2007 to 2008.  Immediately prior to joining
the Company, Mr. Cravens was a financial consultant to FM Facility
Maintenance, a facilities maintenance company formerly known as
Integrated Process Technologies.

In connection with his appointment, on August 19, 2009, the
Company entered into an Offer Letter with Mr. Cravens setting out
the terms of his employment.

Mr. Cravens will earn an annual base salary of $300,000 and is
eligible to participate in the Company's annual executive bonus
plan with an annual target bonus equal to 75% of his base salary,
and he has the opportunity to earn up to 150% of his base salary
for achievement of goals in excess of the target goals, as
approved by the Human Resources and Compensation Committee.

Mr. Cravens is eligible to participate in any of the Company's
long-term incentive plans, as well as benefit plans made available
to its employees and senior executives.  He will receive an award
of 100,000 Share Appreciation Rights pursuant to the terms of the
Company's Amended and Restated Share Appreciation Rights Plan.
The award vests in equal installments on the first three
anniversaries of his employment, provided he is employed by the
Company on the applicable vesting date.

If Mr. Cravens's employment is terminated by the Company without
Cause or by Mr. Cravens for Good Reason, he would receive nine
months' severance, including benefits.

Mr. Cravens has agreed to a non-competition covenant that
generally limits his ability to compete with the Company in any
countries in which it conducts business.  He has also agreed to
non-solicitation and non-disparagement covenants.  These
limitations continue during the term of employment and for a
period of nine months following termination, regardless of the
cause of the termination.

There is no arrangement or understanding between Mr. Cravens and
any other persons pursuant to which he was selected as Chief
Financial Officer.  Mr. Cravens does not have any family
relationship with any director, executive officer, or person
nominated or chosen by the Company to become a director or
executive officer.  Other than his employment relationship, Mr.
Cravens does not have a direct or indirect material interest in
any transaction in which the Company is a participant.

"We are pleased to welcome Neal, who brings extensive domestic and
international business experience to our team," said Jerry Fowden,
Cott's Chief Executive Officer.  "We are confident in Neal's
abilities to continue to build the strength of our financial
organization and drive profitable and disciplined growth for Cott
in the years to come."

Cott also said Juan Figuereo will step down as Cott's CFO upon Mr.
Cravens's appointment, but added that Mr. Figuereo will stay on to
complete a smooth and efficient transition.

"We are thankful for the enormous contribution Juan made during a
period of intense change for our company," Mr. Fowden continued.
"Juan helped get Cott back on track during a difficult period,
driving improvements in our operating processes and accounting
controls, supporting the execution of our refocus plan and
strengthening our capital structure."

Commenting on the recent changes, Board Chairman David Gibbons
said, "I look forward to Neal joining the Cott management team as
they continue the successful implementation of the refocus plan
and I thank Juan for his many contributions to Cott."

                         About Cott Corp.

Cott Corporation (NYSE:COT; TSX:BCB) is one of the world's largest
non-alcoholic beverage companies and the world's largest retailer
brand soft drink provider.  In addition to carbonated soft drinks,
Cott's product lines include clear, still and sparkling flavored
waters, juice-based products, bottled water, energy drinks and
ready-to-drink teas.  Cott operates in five operating segments --
North America, United Kingdom, Mexico, Royal Crown International
and All Other, which includes its Asia reporting unit and
international corporate expenses.  Cott closed its active Asian
operations at the end of fiscal year 2008.

As of June 27, 2009, Cott had $927.6 million in total assets and
$609.5 million in total liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on August 10, 2009,
Moody's Investors Service placed all the long term ratings of
Cott, including its Caa1 Corporate Family Rating, on review for
possible upgrade.  The Speculative Grade Liquidity rating was
unaffected by the rating action and remains at SGL-3.


COTT CORP: Nets US$47.5 Million in Public Offering of Shares
------------------------------------------------------------
Cott Corporation said on August 11, 2009, it completed its public
offering of 9,435,000 of its common shares at a price of U.S.
$5.30 per share.  Cott received gross proceeds from the offering
of approximately US$50 million, resulting in net proceeds of
approximately US$47.5 million, after deducting underwriting
commissions and estimated offering expenses.

Cott also said the amendment to its asset based lending facility
is now fully effective.

"Successfully completing this equity offering is an important step
in our strategy to reduce our debt and strengthen our balance
sheet.  This debt reduction will improve our access to lower cost
capital and further improve our long term financial strength and
flexibility," commented Juan Figuereo, Cott's Chief Financial
Officer.  "We are encouraged by the strong investor interest we
received in this offering," added Jerry Fowden, Cott's Chief
Executive Officer.

Cott intends to use the net proceeds from the offering to either
repurchase a certain portion of its 8.0% Senior Subordinated Notes
due December 2011 or to repay indebtedness outstanding under its
ABL facility.

TD Securities Inc. led a syndicate of underwriters, including CIBC
World Markets Inc. and BMO Nesbitt Burns Inc., for the offering.
The common shares were offered pursuant to an effective
registration statement filed with the Securities and Exchange
Commission and in Canada by way of a prospectus supplement dated
August 4, 2009, under the short form base shelf prospectus dated
June 17, 2009, filed with the securities regulatory authorities in
each of the Provinces of Canada except Quebec, which incorporates
the prospectus supplement that was filed in the United States with
the Securities and Exchange Commission as part of the Registration
Statement.  Offers and sales of the common shares were made only
by the related prospectus and prospectus supplement, which
describes the offering.

                         About Cott Corp.

Cott Corporation (NYSE:COT; TSX:BCB) is one of the world's largest
non-alcoholic beverage companies and the world's largest retailer
brand soft drink provider.  In addition to carbonated soft drinks,
Cott's product lines include clear, still and sparkling flavored
waters, juice-based products, bottled water, energy drinks and
ready-to-drink teas.  Cott operates in five operating segments --
North America, United Kingdom, Mexico, Royal Crown International
and All Other, which includes its Asia reporting unit and
international corporate expenses.  Cott closed its active Asian
operations at the end of fiscal year 2008.

As of June 27, 2009, Cott had $927.6 million in total assets and
$609.5 million in total liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on August 10, 2009,
Moody's Investors Service placed all the long term ratings of
Cott, including its Caa1 Corporate Family Rating, on review for
possible upgrade.  The Speculative Grade Liquidity rating was
unaffected by the rating action and remains at SGL-3.


COYOTES HOCKEY: NHL Sends $140MM Bid to Keep Team in Arizona
------------------------------------------------------------
The National Hockey League has submitted a $140 million offer to
buy the Phoenix Coyotes and keep the team in Arizona after sports
entrepreneur Jerry Reinsdorf withdrew his $150 million bid.

"[T]he 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," NHL Deputy Commissioner Bill Daly said in an August 25
statement.

"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."

The NHL said it submitted a bid to promptly extricate Phoenix
Coyotes out of bankruptcy, and restore its local fan-base.  The
NHL said that once it completes the purchase of the team, it will
seek a third-party buyer for the team, which sale won't require
Bankruptcy Court-approval anymore.  "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," Mr. Daly said.

As reported by the TCR on August 26, Jim Balsillie has reaffirmed
its bid for the Phoenix Coyotes.  He has offered $212.5 million
but his bid requires a move of the team to Hamilton, Ontario,
which is being opposed by the NHL.

NHL, according to Bloomberg, said its $140 million bid consists of
either cash for creditors, or the resumption of regular payments
on at least $80 million of Coyotes' debt.

A third bidder, Ice Edge Holdings, LLC, also submitted a formal
bid for the Phoenix Coyotes.  Ice Edge has pledged to retain the
Coyotes in Glendale.  Ice Edge's Anthony Le Blanc, a former
executive at BlackBerry maker Research In Motion Ltd., has offered
to buy the team in exchange for assuming most of its debt.  That
plan requires Ice Edge to renegotiate some of the Coyotes' debts.
Ice Edge said it has negotiated an agreement in principal with
secured creditor SOF Investments, LP.

"The Phoenix Coyotes organization presents a number of great
hockey and business opportunities," said Anthony LeBlanc CEO of
Ice Edge.  "We will build on the team's brand, the Wayne Gretzky
brand and a partnership with the City of Glendale to ensure that
Arizona continues to enjoy the NHL for many years to come."

                       About Coyotes Hockey

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: Ice Edge Submits Formal Bid for Team
----------------------------------------------------
Ice Edge Holdings, LLC, said that on August 25 it filed an Asset
Purchase Agreement with the United States Bankruptcy Court for the
District of Arizona as the next step in their acquisition of the
Phoenix Coyotes Hockey Club.

"The Phoenix Coyotes organization presents a number of great
hockey and business opportunities," said Anthony LeBlanc CEO of
Ice Edge.  "We will build on the team's brand, the Wayne Gretzky
brand and a partnership with the City of Glendale to ensure that
Arizona continues to enjoy the NHL for many years to come."

Details included in the APA are the renegotiation of key debts and
contracts, a revamped sales and marketing strategy and a more
effective utilization and partnership with Wayne Gretzky.  Ice
Edge has also negotiated an agreement in principal with SOF
Investments, LP.

"Ultimately this is a plan to revitalize NHL hockey in Arizona and
the Southwestern United States," said Keith McCullough, Chairman
of Ice Edge.  "The Phoenix area has shown itself to be a fabulous
sports city, and we are looking forward to re-branding the Coyotes
and making them a big part of the community".

"In the last eight weeks we have worked with the NHL, the City of
Glendale and members of the Coyotes' organization to develop a
solid plan for the successful operation of the Coyotes'
organization in Phoenix," said Daryl Jones, Chief Operating
Officer of Ice Edge.  "We look forward to the results of the
auction on September 10, 2009."

Ice Edge Holdings, LLC is a company that has been formed to
acquire the Phoenix Coyotes with ownership that includes
individuals with financial and marketing backgrounds who believe
that the Coyotes are an undermanaged and underutilized asset.  The
group is pursuing a strategy to keep the team in Arizona for the
longer term and a detailed plan to create a viable hockey future
in Arizona.

                       About Coyotes Hockey

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: Jerry Reinsdorf Drops Out of Bidding
----------------------------------------------------
Mike Sunnucks at Phoenix Business Journal reports that a group led
by Jerry Reinsdorf and Phoenix attorney John Kaites said that it
has withdrawn his bid for the Phoenix Coyotes hockey team.

The Reinsdorf group previously threatened to withdraw its bid for
Phoenix Coyotes after Jerry Moyes, the current owner of the
Coyotes, disclosed details of talks between Mr. Reinsdorf and the
city of Glendale.  Goldwater Institute watchdog group was seeking
to get a look at Glendale's negotiations with Jerry Reinsdorf
regarding his bid for Phoenix Coyotes, including any possible
incentives, subsidies or lease changes.

As reported by the Troubled Company Reporter on August 14, 2009,
SOF Investments, the largest secured creditor in Phoenix Coyotes'
Chapter 11 bankruptcy case, told the U.S. Bankruptcy Court that it
was supporting Jerry Reinsdorf's $148 million bid to acquire the
team.  Michael Dell's SOF Investments said that the firm was happy
with the offer by the owner of the Chicago Bulls and Chicago White
Sox, which includes reworking debts to the creditor.  The National
Hockey League also supported Mr. Reinsdorf, while opposing a
$213 million offer from Research in Motion CEO Jim Balsillie.

                       About Coyotes Hockey

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.


CRABTREE & EVELYN: Hahn & Hessen Selected as Counsel to Committee
-----------------------------------------------------------------
Hahn & Hessen LLP has been selected as counsel to the Official
Committee of Unsecured Creditors in the Chapter 11 case of
Crabtree & Evelyn, Ltd. filed in the Southern District of New York
Bankruptcy Court.

Members of the Creditors' Committee include: Alpha Logica, Inc.,
Carole Hochman Design Group, GGP Limited Partnership, Original
Bradford Soap Works, Inc., Orlandi, Inc., Simon Property Group,
Inc. and Vera Bradley Designs, Inc. Mark S. Indelicato and Mark T.
Power, partners in the Firm's bankruptcy group, are heading up the
engagement.

C&E is an international manufacturer and distributor of personal
care products and related accessories, fragrances, soaps, and
other home or gift products/arrangements.  C&E also operates 126
retail stores (including outlets) located in 34 states and had
annual revenues of $108 million for year ended September 2008.

Hahn & Hessen is a full service commercial firm serving primarily
financial institutions and creditors holding distressed debt.  A
core area of the Firm's practice is representing creditors
committees in chapter 11 cases involving manufacturers, retailers,
and financial service firms, among others.  Members of the firm
are active in organizations such as, inter alia, the Securities
Industry and Financial Markets Association, the Institute of
International Bankers, the Turnaround Management Association, the
Commercial Finance Association, the American Bankruptcy Institute
and the American Bar Association.

For information about the firm, see http://www.hahnhessen.com/
For information about the case, contact Mark Indelicato at
212.478.7320 or Mark Power at 212.478.7350.

                      About Crabtree & Evelyn

Woodstock, Connecticut-based Crabtree & Evelyn, Ltd. --
http://www.crabtree-evelyn.com/-- has evolved from a small,
family-run business, to a company with worldwide manufacturing and
distribution capabilities, worldwide distribution channels and 126
retail locations in the United States, making it well-known and
respected for its English-style elegance. Through a multi-channel
sales strategy, including sales through retail, wholesale, export,
affiliate and internet channels, it manufactures and distributes
its products worldwide.

The Company is a direct, wholly owned subsidiary of Crabtree &
Evelyn Holdings Limited.  Crabtree & Evelyn Holdings is a direct,
wholly-owned subsidiary of CE Holdings Ltd., a British Virgin
Islands based investment holding company. CE Holdings is a direct,
wholly-owned subsidiary of KLKOI.  KLKOI is a direct, wholly owned
subsidiary of Kuala Lumpur Kepong Berhad, a Malaysian corporation
("KLK").  KLK is a Malaysian public limited liability company, the
stock of which is publicly traded on the Kuala Lumpur stock
exchange.

The Company filed for Chapter 11 on July 1, 2009 (Bankr. S.D.N.Y.
Case No. 09-14267).  Lawrence C. Gottlieb, Esq., at Cooley Godward
Kronish LLP, represents the Debtor in its restructuring efforts.
The Debtor has hired employ Clear Thinking Group LLC as financial
advisor; KPMG Corporate Finance LLC as real estate consultant;
Epiq Bankruptcy Solutions LLC as claims agent.  The Debtor has
assets and debts both ranging from $10 million to $50 million.


CST INDUSTRIES: Moody's Affirms 'B1' Rating on $147.4 Mil. Loan
---------------------------------------------------------------
Moody's Investors Service affirmed the B1 ratings on CST
Industries, Inc's recently upsized $147.4 million senior secured
term loan and increased $20 million revolving credit facility (up
from $15 million).  Simultaneously, Moody's affirmed CST's B2
Corporate Family Rating and B2 Probability of Default Rating.  The
rating outlook remains negative.  Proceeds from the $20 million
add-on to the term loan in addition to approximately $5 million of
balance sheet cash will partially fund a mid-sized acquisition.

Moody's expects CST's acquisition to strengthen the company's
position in its existing product lines.  Moreover, the acquisition
is being financed with a combination of debt and equity, providing
a further credit enhancement.

However, the negative outlook continues to reflect Moody's
concerns about the challenging operating conditions across certain
CST end markets.  Over the past year, total order backlog has
steadily declined as revenues have exceeded order volumes-raising
the prospect of future revenue declines absent an improvement in
overall order activity.  Moody's believes business lines focused
on industrial end markets (approximately 35% of pro-forma sales)
will be significantly challenged over the near-term and any
recovery in these end markets could be protracted.  While the
acquisition will enhance financial performance, weakness across
certain end markets could pressure cash flows.  The outlook could
be stabilized if order activity improved such that adjusted
leverage is not expected to exceed 5 times.

The B2 rating continues to reflect the company's small size, high
leverage, and acquisitive financial philosophy.  The ratings are
supported by Moody's expectation for breakeven to positive free
cash flow, the company's leading position in a segment of the pre-
fabricated tank market, and its broad customer base and diverse
end markets.  Proprietary technologies, including glass-fused-to-
steel and epoxy coating products, provide the company with a
competitive advantage over many of its less differentiated,
smaller competitors.

The actions include:

* $20 million senior secured bank credit facility, affirmed B1
  (point estimate changed to LGD 3, 37% from LGD 3, 35%)

* $147.4 million senior secured first lien term loan, affirmed B1
  (point estimate changed to LGD 3, 37% from LGD 3, 35%)

* Corporate Family Rating of B2 affirmed

* Probability of Default Rating of B2 affirmed

* Outlook remains negative

The last rating action was on March 12, 2009, when the ratings of
CST Industries were affirmed (including the B2 corporate family
rating) with the outlook revised to negative from stable.

CST'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 CST's core industry and CST's ratings are believed to
be comparable to those of other issuers of similar credit risk.

CST Industries, Inc., headquartered in Kansas City, Kansas, is a
global manufacturer and erector of pre-engineered factory-coated
storage tanks and aluminum geodesic domes, covers and roofing
systems.  CST's products are used in municipal water,
agricultural, wastewater, oilfield, alternative energy, plastics,
chemicals, dry bulk and architectural markets.


CST INDUSTRIES: S&P Gives Stable Outlook, Affirms 'B' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Kansas
City-based CST Industries Inc. to stable from negative, based on
an anticipated improvement in credit metrics to levels consistent
with S&P's expectations at the current rating, following the
company's planned acquisition.  At the same time, S&P affirmed the
'B' corporate credit rating on CST.

S&P also affirmed the 'B+' issue-level ratings on the company's
revolving credit facility and first-lien term loan.  The recovery
rating is '2', which indicates S&P's expectation for substantial
(70%-90%) recovery in the event of a payment default.

The ratings reflect the company's highly leveraged financial risk
profile, which more than offsets the company's weak business risk
profile as a participant in the fragmented and competitive metal
storage tank market.

The ratings affirmations follow the proposed $20 million add-on to
the company's existing term loan, along with the proposed increase
in the size of its revolving credit facility to $20 million from
$15 million.  Following the transaction, the credit facilities
will consist of a $20 million revolving credit facility and a
$155 million first-lien term loan ($147 million outstanding).  CST
will use the proceeds of the add-on to the term loan to partly
fund the company's planned acquisition, along with cash on hand
and newly contributed equity.

"Standard & Poor's could revise the outlook to negative or lower
the ratings if headroom under the company's recently amended
financial covenants comes under pressure," said Standard & Poor's
credit analyst Robyn Shapiro.  "This could occur if total debt to
EBITDA remains above 5x in 2010," she continued.  S&P is unlikely
to take a positive rating action at this point in the economic
cycle.


CUMULUS MEDIA: Appoints Linda Hill as Controller, Accounting Head
-----------------------------------------------------------------
Cumulus Media Inc. on August 24, 2009, appointed Linda A. Hill as
the Company's Corporate Controller and Chief Accounting Officer,
effective immediately.

Prior to joining the Company, from June 2006 to August 2009, Ms.
Hill served as the corporate controller and chief accounting
officer for GateHouse Media, Inc., a U.S. publisher of local
newspapers and related publications owning and operating over 500
publications and 250 Web sites.  Prior to that, from August 2004
to June 2006, she served as the manufacturing controller for the
United States and Canada for Eastman Kodak Company, an imaging
technology products and services provider, with responsibilities
over a $300 million inventory base.

Ms. Hill, 50, received her Certificate in Accounting from St. John
Fisher College in 1993 and her B.A. in Psychology from the State
University of New York at Oswego in 1980.

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. is the second
largest radio broadcaster in the United States based on station
count, and combined with its affiliate, CMP Media Partners, LLC,
the Company is the fourth largest radio broadcast company in the
United States based on net revenues, controlling approximately 350
radio stations in 68 U.S. media markets.

As of June 30, 2009, Cumulus Media had $504.4 million in total
assets and $740.7 million in total liabilities, resulting in
$236.3 million in stockholders' deficit.  As of March 31, 2009,
the Company had $523,554,000 in total assets and $775,363,000 in
total liabilities, resulting in $251,809,000 in stockholders'
deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 24, 2009,
Moody's Investors Service downgraded Cumulus Media's Corporate
Family rating to Caa1 from B3, its Probability of Default rating
to Caa2 from Caa1 and the rating on its $850 million credit
facility ($100 million revolver due 2012 and $750 million term
loan due 2014) to Caa1 from B3.  The rating outlook is negative.
The downgrade of the CFR to Caa1 largely reflects Moody's
expectation that recessionary market conditions will continue to
prevail within Cumulus' served markets over the near-to --
intermediate term, placing pressure on the company's top line and
compressing its free cash flow.


DELTEK INC: S&P Raises Corporate Credit Rating to 'BB-'
-------------------------------------------------------
Standard & Poor's Rating Services said it raised its corporate
credit rating on Herndon, Virginia-based Deltek Inc. to 'BB-' from
'B+'.  The outlook is stable.

At the same time, S&P raised its issue-level ratings on the
company's senior secured credit facilities to 'BB+' (two notches
above the corporate credit rating) from 'B+'.  The facilities
consist of a $30 million revolving credit facility and a
$215 million term loan ($179.6 million outstanding).  S&P also
revised the recovery ratings on the senior secured credit
facilities to '1' from '3', indicating S&P's expectation for very
high (90%-100%) recovery of principal in the event of a payment
default, due to a reduction of the secured debt balance under
S&P's default scenario.

"The upgrade follows Deltek's recent amendment of its credit
facility, which reduces near term refinancing risk by extending
the maturity date on $22.5 million of its revolving credit
facility and $129.4 million of term loan debt to April 2013," said
Standard & Poor's credit analyst Susan Madison.  S&P also expects
Deltek's financial profile to strengthen over the next year as the
company repays $50.2 million of remaining term loan debt by April
2011.  Deltek is a provider of enterprise software applications
and services for project-focused businesses.  The company targets
small-to-midsize companies and has a large number of customers in
government contracting and architectural and engineering (A&E) end
markets.  Debt outstanding at June 30, 2009, totaled about
$180 million.


DIGITAL LIGHTWAVE: June 30 Balance Sheet Upside-Down by $35.34MM
----------------------------------------------------------------
Digital Lightwave, Inc.'s balance sheet at June 30, 2009, showed
total assets of $5.91 million and total liabilities of
$41.25 million, resulting in a stockholders' deficit of
$35.34 million.

For three months ended June 30, 2009, the Company posted a net
loss of $793,000 compared with a net loss of $952,000 for the same
period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $1.66 million compared with a net loss of $2.05 million for the
same period in 2008.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company explained that its
ability to meet cash requirements and maintain sufficient
liquidity over the next 12 months is dependent on its ability to
obtain additional financing from funding sources which may
include, but may not be limited to, Optel.  Optel currently is and
continues to be the principal source of financing for the Company.
The Company has not identified any funding source other than Optel
that would be prepared to provide current or future financing to
the Company.  If the Company is not able to obtain additional
financing, it expects that it will not have sufficient cash to
fund its working capital and capital expenditure requirements for
the near term and will not have the resources required for the
payment of its current liabilities when they become due.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4314

Digital Lightwave, Inc. (OTC:DIGL) provides fiber-optic
communications industry with products and technology used to
develop, install, maintain, monitor, and manage fiber-optic
communication networks.  Telecommunications service providers,
owners of private networks, and equipment manufacturers deploy the
Company's products to provide quality assurance and ensure
performance of optical communications networks and network
equipment.  The Company's wholly owned subsidiaries include
Digital Lightwave (United Kingdom) Limited, Digital Lightwave Asia
Pacific Pty, Ltd., and Digital Lightwave Latino Americana Ltda.


DOLLAR GENERAL: Moody's Corrects Ratings on $600 Mil. Loan to 'B2'
------------------------------------------------------------------
Due to a clerical error, the rating action on Dollar General's
$600 million first-loss term loan was incorrect.  An affirmation
of the B2 rating was incorrectly shown as B1.  Corrected press
release:

Moody's Investors Service changed Dollar General Corporation's
rating outlook to positive from stable.  All existing ratings,
including the B2 Corporate Family Rating and SGL-1 Speculative
Grade Liquidity Rating, were affirmed.

The change in outlook to positive is prompted by Dollar General's
announcement that intends to proceed with an initial public
offering of common stock for which the proceeds will be used to
repay existing debt.  In addition, the positive outlook reflects
Moody's expectation that Dollar General's earning will continue to
improve leading to a strengthening of credit metrics.

Dollar General also announced that it will pay its shareholders
(including KKR) a $200 million dividend from its excess cash.
Moody's views this action as having no rating impact as the
company has healthy excess cash balances and is expected to
generate significant free cash flow over the next twelve months.
However, this dividend payment may signal the start of the
financial sponsor owners monetizing on their financial returns.
The potential for future sizable cash payments to the financial
sponsors constrains Dollar General's current ratings.

Dollar General's B2 Corporate Family Rating balances its modestly
leveraged capital structure, Moody's expectation that the company
will continue to perform solidly through the challenging economic
environment, and its aggressive financial policies.  Its credit
metrics are in line with a high single B rating.  The rating also
reflects the company's dominant position in a segment of retail
which Moody's believe is relatively resistant to economic cycles.

The positive rating outlook reflects Moody's expectation that
Dollar General's credit metrics will strengthen over the next
twelve to eighteen months given the likely debt reduction from the
proceeds of the announced initial public offering as well as from
earnings growth.

The size of the initial public offering is presently unknown.
Depending on the size of the offering as well as the corresponding
reduction in debt, the ratings and LGD point estimates on
individual debt instruments may change.

These ratings are affirmed:

* Corporate Family Rating at B2;
* Probability of Default Rating at B2;
* $1.7 billion first-out term loan at Ba3 (LGD 3, 32%);
* $600 million first-loss term loan at B2 (LGD 4, 56%);
* $1.175 billion senior unsecured notes at B3 (LGD 5, 76%);
* $656 million senior subordinated notes at Caa1 (LGD 6, 93%); and
* Speculative grade liquidity rating at SGL-1.

The last rating action on Dollar General was on March 26, 2009,
when its Corporate Family Rating was upgraded to B2 from B3.

Dollar General Corporation, headquartered in Goodlettsville,
Tennessee, operates over 8,400 extreme value general merchandise
stores in 35 states.  Revenues are nearly $11 billion.


DOLLAR THRIFTY: Registers 1.3MM Shares Under Director Equity Plan
-----------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., filed with the Securities
and Exchange Commission a Form S-8 Registration Statement under
the Securities Act of 1933 to register 1,300,000 shares of Company
common stock under its Second Amended and Restated Long-Term
Incentive Plan and Director Equity Plan.  The proposed maximum
aggregate offering price is $27,742,000.

A full-text copy of the Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?431d

               About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com/,
http://www.dollar.com/and http://www.thrifty.com/-- is a Fortune
1000 company headquartered in Tulsa, Oklahoma.  The Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in more than 70 countries.  Dollar and Thrifty
have more than 700 corporate and franchised locations in the
United States and Canada, operating in virtually all of the top
U.S. and Canadian airport markets.  The Company's roughly 6,800
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

As of June 30, 2009, the Company had $2.58 billion in total assets
and $2.35 billion in total liabilities.

                          *     *     *

The TCR said April 6, 2009, that Standard & Poor's Ratings
Services lowered its ratings on DTAG, including the long-term
corporate credit rating to 'CCC' from 'CCC+'.  All ratings were
removed from CreditWatch, where they were initially placed with
negative implications on February 12, 2008, and subsequently
lowered three times and maintained on CreditWatch.  The outlook is
now negative.


DROR JOSHUA PAPIR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Dror Joshua Papir
           aka Dori Papir
        P.O. Box 4329
        Evergreen, CO 80437

Bankruptcy Case No.: 09-27511

Chapter 11 Petition Date: August 25, 2009

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

Debtor's Counsel: Stephen C. Nicholls, Esq.
                  1850 Race St.
                  Denver, CO 80206
                  Tel: (303) 329-9700
                  Email: steve.nicholls@nichollslaw.com

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

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

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

             http://bankrupt.com/misc/cob09-27511.pdf

The petition was signed by Mr. Papir.


EAGLE PUBLICATIONS: May Get 2 Bids; New Owner Expected This Month
-----------------------------------------------------------------
Eagle Publications, Inc.'s The Eagle Times has attracted two
potential buyers as of Monday, Brattleboro Reformer reports,
citing Victor Dahar, attorney for the estate and bankruptcy
trustee for the parent company.

The Eagle Times could have a new owner later this month, The
Associated Press relates, citing Victor Dahar, attorney for the
estate and bankruptcy trustee for Eagle Publications.

According to The AP, Mr. Dahar said that he will prepare the
proper filing with the U.S. Bankruptcy Court in Manchester, give
notice to creditors, and schedule a public hearing.

The Eagle Times was a daily newspaper based in Claremont, New
Hampshire, serving the Connecticut River Valley in New Hampshire
and Vermont.  The paper was independently owned by publisher
Harvey Hill.  It was published from the 1970s through July 10,
2009, when it shut down.

The paper circulated in Claremont, Charlestown, Cornish, Newport,
Plainfield and Unity, New Hampshire, and Ascutney, Springfield,
Weathersfield, and Windsor, Vermont.  Reporting was focused on
local features and local government.  The paper produced A&E and
Sunday Magazine sections.

The daily newspaper had an estimated circulation of more than
8,000 before Eagle Publications declared Chapter 7 bankruptcy.
The newspaper closed in July 2009.


EASTMAN KODAK: June 30 Balance Sheet Upside-Down by $112 Million
----------------------------------------------------------------
Eastman Kodak Company's balance sheet at June 30, 2009, showed
total assets of $7,106,000,000 and total liabilities of
$7,215,000,000, resulting in shareholders' deficit attributable to
Eastman Kodak of $112,000,000.

Eastman Kodak swung to a net loss of $189,000,000 for the three
months ended June 30, 2009, from $495,000,000 net income for the
same period in 2008.  It posted a net loss of $542,000,000 for the
six months ended June 30, 2009, from net income of $380,000,000
for the same period a year ago.

The Company booked lower net sales of $1,766,000,000 for the three
months ended June 30, 2009, from $2,485,000,000 for the same
period in 2008.  It posted net sales of $3,243,000,000 for the six
months ended June 30, 2009, from $4,578,000,000 for the same
period a year ago.

The Company explained for the three months ended June 30, 2009,
net sales decreased compared with the same period in 2008
primarily due to volume declines within all three segments driven
by lower demand as a result of the global economic slowdown,
particularly within Digital Capture and Devices in the CDG
segment, and Prepress Solutions in the GCG segment, as well as
continuing secular declines in Traditional Photofinishing and Film
Capture in the FPEG segment.  Unfavorable price/mix was primarily
driven by Digital Capture and Devices within CDG, Entertainment
Imaging within FPEG, and Prepress Solutions within GCG.  Foreign
exchange negatively impacted sales across all three segments, due
to a strong U.S. dollar.

The Company's key priorities for 2009 are:

     -- Align the Company's cost structure with external economic
        realities
     -- Fund core investments
     -- Transform portions of its product portfolio
     -- Drive positive cash flow before restructuring

The Company believes it is probable that all, or nearly all, of
its Convertible Senior Notes due 2033 will be put to the Company
for cash by security holders on October 15, 2010.  The Company has
$575 million aggregate principal amount of Convertible Senior
Notes on which interest accrues at the rate of 3.375% per annum
and is payable semiannually.  The Convertible Securities may be
converted, at the option of the holders, to shares of the
Company's common stock if the Company's Senior Unsecured credit
rating assigned to the Convertible Securities by either Moody's or
S&P is lower than Ba2 or BB, respectively.  At the Company's
current Senior Unsecured credit ratings, the Convertible
Securities may be converted by their holders.

While the Convertible Securities are due in 2033, on October 15,
2010, the security holders will have the right to require the
Company to purchase their Convertible Securities at a cash price
equal to 100% of the principal amount of the Convertible
Securities plus any accrued or unpaid interest.

On June 17, 2009, Standard & Poor's affirmed its CCC+ issue-level
rating on the Company's Senior Unsecured debt and removed the
rating from CreditWatch.  In addition, the S&P B+ rating on the
Company's Secured debt was withdrawn at the Company's request
because the rating is not required for the Company's Amended and
Restated Credit Agreement.  Previously, on March 5, 2009, S&P had
lowered its Corporate Rating, Secured Rating and Senior Unsecured
Ratings on the Company from B to B-, BB- to B+ and B- to CCC+,
respectively, and removed the Corporate Rating from CreditWatch.
The ratings outlook remains negative.

The Company does not have any rating downgrade triggers that would
accelerate the maturity dates of its debt.  However, the Company
could be required to increase the dollar amount of its letters of
credit or provide other financial support up to an additional
$69 million at the current credit ratings.  The Company has not
been requested to materially increase its letters of credit or
other financial support.  Downgrades in the Company's credit
rating or disruptions in the capital markets could impact
borrowing costs and the nature of its funding alternatives.

A full-text copy of the Quarterly Report on Form 10-Q is available
at no charge at http://ResearchArchives.com/t/s?4329

Headquartered in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- provides imaging technology products and
services to the photographic and graphic communications markets.


EINSTEIN NOAH: Registers Additional Shares for Stock Option Plan
----------------------------------------------------------------
Einstein Noah Restaurant Group, Inc., filed a Form S-8 with the
Securities and Exchange Commission pursuant to General Instruction
E to Form S-8 to register an additional 200,000 shares of Common
Stock that may be issued to participants under the Einstein Noah
Restaurant Group, Inc. Stock Option Plan for (Non-Employee)
Independent Directors, as amended.

A full-text copy of the Form S-8 is available at no charge at:

               http://ResearchArchives.com/t/s?432c

                  About Einstein Noah Restaurant

Based in Lakewood, Colorado, Einstein Noah Restaurant Group Inc.
(Nasdaq: BAGL) -- http://www.einsteinnoah.com/-- operates a
a retail chain of quick casual restaurants in the United States,
specializing in foods for breakfast and lunch.  The Company
operates locations primarily under the Einstein Bros.(R) Bagels
and Noah's New York Bagels(R) brands and primarily franchises
locations under the Manhattan Bage(R) brand.  The Company's retail
system consists of more than 600 restaurants, including more than
100 license locations, in 35 states plus the District of Columbia.

As of June 30, 2009, the Company had $172.9 million in total
assets; and $186.5 million in total liabilities; resulting in
$13.6 million stockholders' deficit.


EPIX PHARMACEUTICALS: PRX-00023 Will Be Part of Sept. 30 Auction
----------------------------------------------------------------
Joseph F. Finn, Jr., C.P.A., announced August 25 that the PRX-
00023 Therapeutics Program in Phase 2b/3 will be part of the
intellectual property offered for sale at the September 30, 2009
auction.

The PRX-00023 is a CNS Therapeutics Program in Phase 2b/3.  It is
a small molecule, oral 5HT1A Agonist for CNS disorders.  It is
well tolerated with superior side effect profile compared to other
5HT1A agonists, SSRIs, and SNRIs.  It has an open IND, some drug
inventory available.

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

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

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

                    About EPIX Pharmaceuticals

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

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


ESCADA AG: U.S. Unit to Pay Prepetition Sales & Use Taxes
---------------------------------------------------------
In the normal course of business, Escada (USA) Inc. is required to
collect sales taxes from purchasers of its products on a per sale
basis and periodically remit the Sales Taxes to the applicable
Taxing Authorities.  Those Taxing Authorities include those
agencies that have taxing jurisdiction over the states of
Arizona, Phoenix, California, Florida, Georgia, Hawaii, Illinois,
Massachusetts, Nevada, New Jersey, New York, Texas, Vermont, and
Virginia.

Sales Taxes are remitted to the relevant Taxing Authorities
either on the basis of estimated sales tax collections for the
coming period or on the basis of sales tax actually collected
from customers, in each case depending on the method required by
the relevant Taxing Authority.  The Taxes are remitted to the
Taxing Authorities by the Debtor by means of checks and
electronic fund transfers that are processed through the Debtor's
banks.

Gerald C. Bender, Esq., at O'Melveny & Myers LLP, in New York,
asserts that payment of the Prepetition Taxes is critical to the
Debtor's continued and uninterrupted operations.  Non-payment of
those obligations, he avers, may cause the Taxing Authorities to
take precipitous action, including filing liens, preventing the
Debtor from conducting business in the applicable jurisdictions,
and seeking to lift the automatic stay -- all of which would
disrupt the Debtor's day-to-day operations.  He adds that failing
to pay those Taxes could also trigger unwarranted governmental
action in the form of increased audits, which would also be
disruptive of the Debtor's operations and detrimental to all
parties in interest.

Accordingly, the Debtor sought and obtained permission from Judge
Bernstein to pay all taxes owed to various state and local taxing
authorities.

                         About Escada AG

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

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

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

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


ESCADA AG: U.S. Unit's Schedules Deadline Moved to Sept. 28
-----------------------------------------------------------
The U.S. Bankruptcy extended the time by which Escada (USA) Inc.
must file its schedules of Assets and Liabilities and Statement of
Financial Affairs through September 28, 2009.

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

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

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

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


EVERGREEN TRANSPORTATION: Has Initial Access to GE Cash Collateral
------------------------------------------------------------------
Margaret A. Mahoney of the U.S. Bankruptcy Court for the Southern
District of Alabama authorized, on an interim basis, Evergreen
Transportation, Inc. to:

   -- use cash collateral of General Electric Capital Corporation
      until Sept. 4, 2009;

   -- grant adequate protection to GECC.

A final hearing on the cash collateral is set for Sept. 1, 2009,
at 8:30 a.m.

GECC holds a portion of the Debtor's assets, including much of
rolling stock and account receivables derived from operations.

As of Aug. 3, 2009, the Debtor was indebted to GECC on account of
the receivables advances in the principal amounts of $1,412,662,
plus interest and costs and expenses.  In addition, the Debtor on
is obligated to GECC in the amount of $2,478,013 on account of
truck leases, and $9,797,251 pursuant to security agreements.

The Debtor requires cash to finance its daily operations.  GECC
has indicated a willingness to extend credit to the Debtor
pursuant to their existing financing agreement.

In exchange for the use of cash and as adequate protection, GECC
will receive liens and security interests to secure any and all
loans or advances GECC may make under the financing agreement.

As additional security, GECC is granted (i) a first priority lien
and security interest in all of the Debtor's and DIP's accounts
and in all proceeds of the foregoing; and (ii) a lien and security
interest, subject only to unavoidable liens of record as of the
Filing Date, in all other postpetition collateral and the
prepetition collateral.  GECC is not granted a primary lien on any
asset of the Debtor or DIP as to which a person other than GECC or
an insider of the Debtor or of DIP holds a prior, perfected
security interest.

The Debtor and GECC are also authorized to enter into Amendment
No. 2 to the financing agreement, leases, security agreements,
effective as of the filing date.  The Amendment provides for the
rate of interest to be paid in respect to balances owed under the
financing agreement postpetition.

                  About Evergreen Transportation

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


EXTENDED STAY: Hahn & Hessen Selected as Committee Counsel
----------------------------------------------------------
Hahn & Hessen LLP has been selected as counsel to the Official
Committee of Unsecured Creditors in the Chapter 11 cases of
Extended Stay, Inc. and its seventy-one affiliate debtors, which
filed in the Southern District of New York Bankruptcy Court.

Members of the Creditors' Committee include Bank of America,
N.A., Wachovia Bank, N.A., Ashford Hospitality Finance L.P.,
Hospitality F, LLC and M&T Trust Company.

Mark S. Indelicato, Mark T. Power, Gilbert Backenroth and
Christopher A. Jarvinen, partners in the Firm's bankruptcy group,
are heading up the engagement.

Extended Stay, as an operator of 680 hotel properties located
through the United States and Canada, is the largest hotel
bankruptcy in history.  ESI also has one of the largest and most
complicated commercial mortgage-backed securities structures
formed at the height of the CMBS market in mid-June 2007 involving
in excess of $7 billion in debt.

Hahn & Hessen is a full service commercial firm serving primarily
financial institutions and creditors holding distressed debt.  A
core area of the Firm's practice is representing creditors
committees in chapter 11 cases involving manufacturers, retailers,
and financial service firms, among others.  Members of the firm
are active in organizations such as, inter alia, the Securities
Industry and Financial Markets Association, the Institute of
International Bankers, the Turnaround Management Association, the
Commercial Finance Association, the American Bankruptcy Institute
and the American Bar Association.

For information about the firm, see www.hahnhessen.com. For
information about the case, contact Mark Indelicato at
212.478.7320 or Mark Power at 212.478.7350.

                        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: Schedules Deadline Moved to September 28
-------------------------------------------------------
The Bankruptcy Court extended the time by which Extended Stay Inc.
and its affiliates must file their schedules of assets and
liabilities and statements of financial affairs through and
including September 28, 2009.

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: Stipulation Governing Creditors' Access to Info
--------------------------------------------------------------
Extended Stay Inc. and its debtor affiliates sought and obtained
Court approval of their stipulation with the Official Committee
of Unsecured Creditors for a set of protocols to govern the
sharing of information to the Debtors' unsecured creditors.

The parties aver that the Protocols allow the Creditors Committee
to provide unsecured creditors access to information pursuant to
Section 1102 of the Bankruptcy Code, while protecting the
Debtors' confidential, privileged and proprietary information.

The parties' Stipulation also requires the Committee to:

  -- establish and maintain an Internet-accessed Web site to be
     maintained by an information agent retained by the
     Creditors Committee;

  -- distribute updates through the Information Agent regarding
     the Debtors' Chapter 11 cases via electronic mail for
     creditors that have registered for that service on the
     Committees' Web site;

  -- establish and maintain a telephone number and electronic
     mail address by and through the Information Agent for
     creditors to submit questions and comments.

The Committee is not required to disseminate to any entity any
proprietary and confidential information concerning the Debtors
or the Committee without further Court order.

A full-text copy of the Stipulation on the Unsecured Creditors'
Information Access is available without charge at:

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

                        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: M&T Trust Appeals Cash Collateral Order
------------------------------------------------------
Manufacturers and Traders Trust Company notified the U.S.
Bankruptcy Court for the Southern District of New York that it
will take an appeal to the U.S. District Court for the Southern
District of New York of Judge Peck's order authorizing Extended
Stay Inc. and its debtor affiliates to use the cash earmarked as
collateral for the Debtors' pre-bankruptcy $4.1 billion loan.

MT&T is the indenture trustee for the 9 7/8% Senior Subordinated
Notes due 2011 issued by the Debtors.

MT&T's notice of appeal was filed about 10 days after Judge Peck
gave his final approval on the Debtors' use of cash collateral to
fund the continued operations of their businesses.

David Lichtenstein, chairman of Lightstone Group LLC, availed the
pre-bankruptcy loan from Wachovia Bank N.A., Bank of America
N.A., and Bear Stearns Commercial Mortgage Inc., to finance the
acquisition of Extended Stay units from Blackstone Group LP in
2007.

In court papers, M&T asked the District Court to determine
whether Judge Peck erred in allowing the assets of Extended Stay
Inc. to be subject to "adequate protection liens" and "adequate
protection superpriority claims" for the full amount of any
diminution of value of the trust where the $4.1 billion is
deposited, and its trustee, U.S. Bank National Association.  M&T
argued that ESI is not a "mortgage debtor," does not use the cash
in ongoing operations, and will receive minimal or no benefit
from the use of that cash by its debtor affiliates.

MT&T also wants the District Court to review whether Judge Peck
correctly interpreted, applied and decided the facts of the case
and the law in passing the Cash Collateral Order, including
Sections 105, 361, 362, 363 and 507 of the Bankruptcy Code.

                        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).


FAIRPOINT COMMS: Allegedly Faked Test Result to Run Verizon Lines
-----------------------------------------------------------------
Rodney H. Brown at Mass High Tech Business News reports that
anonymous August 14 e-mail to Susan Hudson, clerk of the board for
the Vermont PSB, alleges that FairPoint Communications Inc. had
created a small program that faked good results in a test run by
Liberty Consulting of Pennsylvania to determine if the Company's
network had the capacity to handle the amount of traffic that
flowed over Verizon Communications Inc.'s land lines.

FairPoint Communications took over land-based phone lines from
Verizon Communications Inc. earlier this year for Maine, New
Hampshire, and Vermont.

According to Mass High Tech, the e-mail sender calls himself
"David Unavailable" and claims that he was an employee in
FairPoint Communications' Atlanta offices, working on a team with
CapGemini U.S. LLC, the consulting firm that the Company hired to
help develop and implement software used in the switchover.

Mass High Tech relates that the Vermont Public Service Board is
asking FairPoint Communications to respond to the allegations by
August 31.  FairPoint Communications executives said that they
will ask CapGemini to respond to the allegations, Mass High Tech
states.

Fairpoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is a provider of communication
services to residential and business customers in rural and small
urban communities in the United States.  Its services include
traditional telephone services, as well as other services, such as
local and long distance voice, data, Internet, television, and
broadband enabled services.  FairPoint Communications is
headquartered in Charlotte, North Carolina.

As reported by the Troubled Company Reporter on August 5, 2009,
Standard & Poor's Ratings Services said it reassigned a 'CC'
corporate credit rating, with a negative outlook to Charlotte,
North Carolina-based incumbent local exchange carrier FairPoint
Communications Inc., from the previous 'SD'.  S&P also raised the
rating to 'C' from 'D' on the approximate $90 million of aggregate
principal amount remaining on the company's unsecured notes that
did not participate in its exchange offer.  The recovery rating on
the notes is '6', representing negligible (0%-10%) recovery
prospects in the event of a payment default.

According to the TCR on August 4, 2009, Fitch Ratings downgraded
FairPoint Communications, Inc.'s Issuer Default Rating to 'RD'
from 'C'.  Fitch's downgrade reflects the company's July 30, 2009
announcement of the successful consummation of a private exchange
offer of approximately $458 million of 13.25% senior notes due
April 2, 2018 (New Notes) for approximately $440 million, or
approximately 83%, of its 13.125% senior notes due April 1, 2018
(Old Notes), of which there was approximately $531.1 million
outstanding.  In Fitch's view, the exchange has elements of a
coercive debt exchange under Fitch's policy.  Under the policy,
the IDR is being downgraded to 'RD' before the rating is raised to
reflect the company's prospects.


FIRSTFLIGHT INC: Going Concern Depends on Payment of Current Debt
-----------------------------------------------------------------
FirstFlight, Inc., posted a net loss of $245,725 for the three
months ended June 30, 2009, compared with a net income of $11,580
for the same period in 2008.  For six months ended June 30, 2009,
the Company posted a net loss of $634,267 compared with a net
income of $114,768 for the same period in 2008.

The Company's balance sheet showed total assets of $5.86 million,
total liabilities of $3.19 million and stockholders' equity of
$2.67 million.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company anticipates that it
may need additional funds to meet operations, capital
expenditures, existing commitments and scheduled payments on
outstanding indebtedness for the next 12-month period.

On April 10, 2009, FBO Air Wilkes-Barre, Inc., entered into an
Amendment to Secured Promissory Note with two individual note
holders under which the Holders agreed to reduce the collective
remaining principal of their Notes to $180,000 from $200,000.  The
Holders further agreed that the principal, which would otherwise
have been paid in equal payments of $100,000 on April 1, 2009, and
April 1, 2010, with zero interest, will now be paid over a 24
month period with each payment including principal and interest at
the rate of 5% per year.

If the Company, in conjunction with Airborne, were unable to repay
the amounts under the Credit Facility, Five Star Bank could
proceed against the security granted to them to secure that
indebtedness.  The Company's assets may not be sufficient to repay
in full the indebtedness under the Credit Facility.  If the Bank
were to demand payment of the Company's indebtedness, the Company
may be unable to pay all of its liabilities and obligations when
due.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4308

                        About FirstFlight

FirstFlight, Inc. -- http://www.fflt.com/-- is an aviation
services company.  The company's operations are conducted in three
core segments: aircraft charter management activities, fixed based
operations, and aircraft maintenance.  Charter management is the
business of providing on-call passenger air transportation.  FBO
provides services such as fueling and hangaring for private and
general aviation aircraft operators.  The company's aircraft
maintenance business is conducted at its FAA-certificated
facilities.


FORD MOTOR: Fitch Revises Credit Outlook from Neg. to Stable
------------------------------------------------------------
Fitch Ratings announced via Business Wire on August 26 that it has
revised the Rating Outlook on Ford Motor Company and Ford Motor
Credit Company to Stable from Negative.  In addition, the Issuer
Default Rating of Ford is affirmed at 'CCC'.  The change in the
Outlook is based on the solid execution of Ford's restructuring
program, a competitive product lineup with a healthy level of new
and refreshed product introductions over the next several years,
realignment of the company's manufacturing footprint, and
diminished liquidity concerns.  A return to positive cash flow is
not expected over the next 12 months, but is probable upon the
industry reaching more normalized sales levels above 12 million
light vehicles.

Although Fitch projects a slow rebound in industry sales
(consistent with a weak economic recovery), signs of stabilization
in the economy, coupled with replacement demand, indicate that
industry sales should reach this level of annualized demand in
late 2010 or 2011.  Improvement in the company's Outlook and
rating will be driven by the pace and mix of the rebound in
industry sales, steady execution of the company's product
introductions, continued discipline in the company's
production/inventory strategy, further margin improvement and
competitive access to capital at Ford Credit. These trends are
largely pointing in the right direction, but have been overwhelmed
by general economic and industry conditions. The behavior of
competitors in production and pricing could also influence the
timing of any improvement in the outlook or rating.

Ford's product lineup continues to perform well, and the company
is positioned to maintain or increase retail share over the next
several years with new products and an aggressive refreshening
program. Ford has achieved relatively broad competitiveness across
market segments, including smaller product segments where industry
sales have been trending. Ford's Focus and Escape were two of the
top eight vehicles in the Cash for Clunkers program, while the
refreshed Fusion continues to perform well in the competitive mid-
size sedan market.

Two new product introductions should lead to incremental share
gains: the Fiesta in the sub-compact market where Ford has not
recently had a U.S. product, and the new Taurus in the large sedan
category, where Ford has not been competitive for some time.
Ford's quality improvement has been well-documented and together
with Ford's ability to avoid taking government aid, may benefit
Ford's near-term retail share. Although Fitch is not projecting a
rapid rebound in industry sales in 2010 (particularly with the
pull-forward from the Cash for Clunkers program), a stronger-than-
expected rebound in industry sales to above the 12 million light-
vehicle sales level and improvement in housing construction could
lead Ford to operate at a cash- flow breakeven point in the second
half of 2010. Weak employment, high foreclosure rates, higher
savings, shaky consumer confidence and the impact of the Cash for
Clunkers program, however, all point to a modest recovery in
industry sales over the near term.

A Fitch upgrade of Ford would be driven by a combination of:

  -- Industry sales rebound to an annual 12 million sales level
     more quickly than currently forecast;

  -- Ford's products continue to hold or gain share;

  -- Inventory management at Ford and the industry allows Ford to
     hold or improve product prices;

  -- A clear path to positive free cash flow is projected;

  -- Liabilities continue to be managed or addressed, including
     the maturity of the company's bank agreement;

  -- Independent access to capital by Ford Credit improves.

A downgrade could result from some combination of the following
factors:

  -- U.S. industry sales revert to further declines in the event
     of a double-dip recession;

  -- A market disruption in oil prices which sends gas prices
     sharply higher and drives consumers away from vehicle
     purchases;

  -- A breakdown in the supply chain resulting from further
     supplier bankruptcies and lack of access to capital, or from
     dislocations caused by the dissolution of a major competitor;

  -- Inability of Ford Credit to obtain financing on competitive
     terms.

Ford has made significant reductions in its fixed cost structure,
although step-changes to its headcount, wages and benefits have
largely been completed.  Realization of recent actions should
continue through year-end, with a full run-rate of savings
expected in 2010.  Future cost savings will be achieved largely
through more standard (but challenging) efficiency and
productivity gains, including materials savings. Upon completion
of the conversion of several truck plants, Ford's manufacturing
footprint will be well-aligned with near-term product plans,
supporting an expected improvement in efficiency and capacity
utilization.  New product introductions and higher volumes through
existing assembly plants, plus increased platform sharing, should
provide material improvement in operating margins, also aided by
the ability to add lower-tier hourly wage earners.  Ford's ability
to navigate recent events - the plummet in industry sales,
consumer migration to smaller vehicles, multiple plant closures, a
dramatic reduction in its workforce, the bankruptcy of Chrysler
and GM, diminished retail financing capacity and distress in the
supply base - while still introducing competitive, improved-
quality products and accelerating its product cadence, has been
impressive.

A primary driver of operating performance over the near term will
be the high-margin large pickup segment, which constituted 10.4%
of U.S. light-vehicle unit sales through August 2009, and 24% of
Ford's non-Volvo unit deliveries.  This market has suffered a
decline of more than 50% in production from 2006 levels, and sales
volumes remain mired below replacement demand.  Demand is expected
to recover slowly due to lingering weakness in the housing market,
but the potential trough of the housing market should signal
improved demand and consolidated margin performance as a result.
From a competitive standpoint, Ford and GM could be poised to gain
pickup share from Nissan (weak market presence) and Chrysler (the
impact of its bankruptcy on sales and capital investment
capacity). Over the longer term, it remains to be seen what
Toyota's plans in the full-size pickup segment will be.  Although
a withdrawal from the pickup truck market is not expected, Ford
and GM's comparative strengths in brand and pickup truck quality,
the lack of global platform scale, and the vast market share
advantage of the Detroit 3 call into question Toyota's ability to
earn an adequate return on the capital investment in this platform
over the long term.

Ford's plant consolidation, cost reductions, product introductions
and operating strategy have aided a disciplined production/
inventory balance in 2009, and allowed Ford to achieve pricing
gains that have benefited operating results.  This discipline will
lead to production boosts in the third and fourth quarter of 2009
from levels that were below demand for much of the year, although
it remains to be seen whether the industry's history of over-
production and price discounting will allow Ford to consistently
adhere to this strategy.

Ford has also committed substantial resources to the support of
its supply chain, a cost that is unlikely to abate in 2010.
Access to capital remains limited or non-existent for a large part
of the supply base, and further bankruptcies will be a certainty.
It has been noteworthy that through the bankruptcy of numerous
Tier 1 and lower-tiered suppliers, as well as the bankruptcy of
Chrysler and General Motors, the production process has been
surprisingly well-managed with very few disruptions (although
aided by the substantial injection of funds by the Federal
government). As the supplier industry consolidates and business
migrates to financially viable suppliers, the reduction in support
costs for Ford could be material in the outer years.  However, the
industry has been supported by multiple layers of Federal
government support, including direct capital injections into
General Motors and Chrysler (as well as their finance arms),
supplier aid, the TALF program and more.  The reduction or
termination of these actions will place additional burdens on the
industry, as self-sufficiency remains uncertain.

Liquidity remains sufficient to finance reduced operating losses
over the near term, even if a slow recovery pushes out the timing
of the company's cash-flow breakeven point.  As of June 30, 2009,
Ford had cash of approximately $21 billion, with a reduced rate of
outflow projected for the second half due to increased production
and working capital inflows.  Fitch estimates that if U.S.
industry sales rebound only to 11 million light vehicles in 2010,
that Ford's cash drain from operations would be $5 billion or
less, depending on mix. Primary risks to this forecast include a
U.S. relapse in economic conditions, a sharp escalation in gas
prices, the collapse of the supply base, or a lack of retail
financing capacity.  In addition to cash on hand, sources include
future funding from the government for energy programs, modest
asset sales, potential securities issuance, and dividends from
Ford Credit.  These sources are deemed sufficient to fund cash
drains from operations even if a recovery in industry sales is
deferred.

Shrinking U.S. production has also modestly lowered the cash level
needed to operate the business to below $10 billion.  Liquidity in
2009 and into 2010 is expected to benefit from working capital
inflows associated with higher production volumes, and modest
asset sales. In addition, liquidity will benefit from an expected
$5.9 billion in federal government loans under an energy-
efficiency program.

Ford's maturity schedule is centered on the December 2011 maturity
of its $10.7 billion bank agreement.  Given current market
conditions in the leveraged finance market, the company's recent
performance and the state of Ford's collateral, it is probable
that the company could "amend and extend" this facility in the
existing amount (although at higher pricing).  This would mitigate
refinancing risk and address the liquidity risks associated with a
double-dip recession and the resulting step-down in industry
sales. Ford executed a voluntary debt exchange in 2009, removing
$9.9 billion in debt ($7.7 billion in unsecured debt and $2.2
billion in secured debt) and $500 million in interest costs. This
debt reduction, however, was effectively replaced by the drawdown
of its revolving credit facility.

Over the past several years, Ford has also completed several
equity-for-debt swaps and a straight equity issuance, thereby
managing the growth in its liabilities and somewhat moderating the
damage caused by severe cash drains.  Ford's willingness to use
equity is likely to continue.  The interests of equity and
bondholders have recently been very much aligned, as both sides
have benefited from the issuance of equity and the boost in
liquidity, although it remains to be seen how long this will last.
Fitch expects that Ford will continue to issue equity over the
next 12 months as market conditions permit, and will likely issue
equity to finance its VEBA obligations to the full $6.5 billion
permitted.  However, even with periodic equity issuances, any
balance sheet improvement over the near term is expected to be
modest.

Although General Motors and Chrysler have realized substantial
access to capital from various government actions, Fitch does not
believe that this represents a competitive disadvantage to Ford
from a balance sheet perspective.  To the contrary, Fitch views
Ford and Ford Credit's periodic access to equity and the debt
markets as a distinct competitive advantage. Over the longer term,
balance sheet strength or deterioration will be driven by
operating results, and Fitch views Ford as better-positioned in
this respect than its Detroit-based competitors.  The retention of
Ford Credit remains a positive.

Ford's underfunded U.S. pension plan will require incremental
contributions over the next several years, although there are no
contributions required in 2010.  Deferral of these contributions,
however, will result in larger funding gaps in outer years, and
will remain a material claim on cash flows.  The VEBA agreement
with the UAW, changes to wage and benefit levels, and reduced
employment levels have materially reduced the long-term risks and
costs associated with legacy obligations.

Ford has shown steady improvement in market share in Europe, but
operating results will remain challenging through 2010 due to weak
economic conditions and a sharp 2010 payback resulting from
various aggressive 2009 Cash for Clunkers programs throughout
Europe.  Results from Latin America and Asia are not expected to
be material users or generators of free cash flow over the next
several years.

Over the longer term, tighter regulations around the globe
addressing fuel-efficiency, emission standards, other
environmental, safety and urban planning are all likely to
pressure profitability by limiting or skewing demand, as well as
escalating capital investment requirements. These factors, along
with changing lifestyles indicate that global overcapacity is
likely to be a fundamental characteristic of the industry over the
long term, pressuring margins and leading to regular failures
among competitors. As technologies and regulatory requirements
multiply, Ford may continue to be capital constrained versus a
number of transplant competitors.

The ability of Ford Credit to finance itself and its customers,
independent of government sponsored programs and at economically
competitive rates will be a factor in future upgrades.  Fitch has
revised Ford Credit's senior debt ratings following changes in
Fitch's rating definitions published in March 2009, which suggests
a baseline rating of 'B' for a 'CCC' IDR with an 'RR2' Recovery
Rating (RR). Fitch continues to believe potential recoveries are
at the lower end of the 71%-90% recovery range.

In the event of a bankruptcy, unsecured bond recoveries at Ford
are expected to be negligible.  The senior secured loans are
currently rated 'RR1' (90%-100% recovery), based on a
restructured, going-concern North American enterprise value plus
certain international operations and joint ventures (particularly
those in Latin America and China).  According to Fitch
methodology, an RR of 'RR1' would typically translate to a rating
of 'B+'. However, in the event of a stress scenario, recent
industry events suggest that the corresponding plunge in asset
values would result in less than full recovery, even though Ford's
secured borrowings are subject to a borrowing base.

Fitch has affirmed the following ratings:

Ford Motor Co.

  --Long-term IDR at 'CCC';

  --Senior secured credit facility at 'B/RR1';

  --Senior secured term loan at 'B/RR1';

  --Senior unsecured at 'CC/RR6'.

Ford Motor Co. Capital Trust II

  --Trust preferred stock at 'C/RR6'.

Ford Holdings, Inc.

  --Long-term IDR at 'CCC' ';

  --Senior unsecured at 'CC/RR6'.

Ford Motor Co. of Australia

  --Long-term IDR at 'CCC';

  --Senior unsecured at 'CC/RR6'.

Ford Motor Credit Company LLC

  --Long-term IDR at 'CCC';

  --Short-term IDR at 'C';

  --Commercial paper at 'C'.

FCE Bank Plc

  --Long-term IDR at 'CCC';

  --Short-term IDR at 'C';

  --Commercial paper at 'C';

  --Short-term deposits at 'C'.

Ford Capital B.V.

  --Long-term IDR at 'CCC';

Ford Credit Canada Ltd.

  --Long-term IDR at 'CCC';

  --Short-term IDR at 'C';

  --Commercial paper at 'B'.

Ford Credit Australia Ltd.

  --Long-term IDR at 'CCC';

  --Short-term IDR at 'C';

  --Commercial paper at 'B'.

Ford Credit de Mexico, S.A. de C.V.

--Long-term IDR at 'CCC'.

Ford Credit Co S.A. de CV

  --Long-term IDR at 'CCC'

Ford Motor Credit Co. of New Zealand

  --Long-term IDR at 'CCC';

  --Short-term IDR at 'C';

  --Commercial paper at 'C'.

Ford Motor Credit Co. of Puerto Rico, Inc.

  --Short-term IDR at 'C'.

The following ratings have been revised:

Ford Motor Credit Company LLC

FCE Bank Plc

Ford Capital B.V.

Ford Credit Canada Ltd

Ford Credit Co S.A. de CV

Ford Motor Credit Co. of New Zealand

--Senior unsecured to 'B/RR2' from 'B-/RR2'.


FOUNDATION FOR AMERICAN COMM: Files Chapter 7 Petition
------------------------------------------------------
The Foundation for American Communications, a resource for
journalists since 1976, has filed for bankruptcy under Chapter 7
of the federal bankruptcy laws.  The August 26 announcement was
made by Mark Silverman, FACS board chairman, and Robert E. Wood,
FACS president and CEO.  Mr. Silverman is also vice president and
editor of The Tennessean in Nashville, Tennessee.

"Contributions simply evaporated at the start of this year,"
Mr. Wood said, "and we were unable to continue producing
background learning opportunities for newspeople."

The final FACS program was the fifth annual "What Drives Detroit?"
seminar on the auto industry, January 10 at The Detroit News and
the Detroit Free Press.

Working in concert with news organizations, educational
institutions and others, FACS seminars directly served thousands
of journalists each year with background briefings on complex
topics in the news including energy, healthcare, the state of
America's schools, utility issues, the airline and auto
industries, government, economic growth strategies and the
Internet.  Seminars ranged from small on-site gatherings to
heavily attended online programs.

"FACS helped journalists better understand complex issues, and
that understanding led to deeper and more insightful coverage,"
Silverman said.  "FACS changed with the times, increasingly
relying upon Internet-based seminars to reach more journalists.
Journalists told us again and again that the programs were
valuable and helped them better understand and cover their beats.
FACS' donors believed in the training and said repeatedly that a
better-informed media helped foster better informed public
debate."

"Ultimately, the recession dried up FACS funding," Silverman said.
"But we hope other approaches will emerge to provide unbiased and
expert-level subject knowledge for journalists in the future."

These programs gained strong acceptance -- and higher attendance
-- and garnered increasingly strong evaluation scores as the
industry shrank and learning opportunities became scarcer in the
past five years.

Silverman and Wood expressed special gratitude to the many donors
that supported FACS programs in recent years, from major
philanthropic nonprofits and news organizations to industrial
companies [including Johnson & Johnson, AT&T, Media General Inc.,
Entergy, Ford Motor Co., the S. I. Newhouse Foundation, Southern
Company, Edison Electric Institute, UPS, the Robert R. McCormick
Foundation, the Gannett Foundation, and the Conrad N. Hilton
Foundation].  "These funders equipped huge numbers of newspeople
to write knowledgeably on topics that ordinarily stump the best of
us," Wood said.


GALE FORCEPETROLEUM: To File for Bankruptcy Due to Funding Woes
---------------------------------------------------------------
Krishna Chaithanya at Reuters reports that Gale ForcePetroleum
Inc. said that it will file for bankruptcy.

Reuters relates that Gale ForcePetroleum has run out of cash
resources and has failed to secure new debt or equity financing.
According to the report, Gale ForcePetroleum was seeking to raise
C$850,000.  The Company said that it won't obtain new equity
financing at current market prices, the report states.

Citing Gale ForcePetroleum, Reuters says that operations have been
reduced to the minimum and are being funded tentatively by:

     -- deferred workers' compensation,
     -- shareholder advances, and
     -- minimal increases in the secured loan.

Gale ForcePetroleum Inc. is an oil and gas explorer in Canada.


GENERAL MOTORS: Germany to Resume Opel Sale Talks Tomorrow
----------------------------------------------------------
Tony Czuczka at Bloomberg News reports that German government
officials will resume talks with General Motors Co. tomorrow,
Aug. 28 over the proposed sale of the U.S. carmaker's Opel unit.

Bloomberg relates Thuringia economy minister Juergen Reinholz said
German federal and state officials will meet in Berlin with GM's
top negotiator, John Smith, after a round of talks on Tuesday in
Berlin again failed to identify a favored bidder for Opel.

According to Bloomberg, Federal Economy Minister Karl-Theodor zu
Guttenberg said GM is still seeking an investor for Opel and
questioned how the carmaker, which emerged from bankruptcy July 10
and is controlled by the U.S. Treasury, would raise the money
needed to keep the money-losing German-based unit in business.
Mr. Guttenberg, as cited by Bloomberg, said GM's board is in
"internal deliberations" on options for Opel's future and a deal
may not be reached before Germany's election.

"If we were to structure such negotiations with a view to an
election date, we wouldn't have a proper view of our
responsibilities" Bloomberg quoted Mr. Guttenberg as saying.
"Negotiations have to be based on the substance of the matter."

Bloomberg recalls a person familiar with the talks said last week
GM's board is considering all options for Opel, including
rejecting the two pending bids by Magna International Inc. and RHJ
International SA and keeping it as a wholly owned subsidiary.

                        Opel Restructuring

Bertrand Benoit and John Reed at The Financial Times report a
future German government may be willing to finance a restructuring
of Opel under the ownership of GM if the sale of Opel to Magna,
the Canadian supplier, falls through.

The FT relates a German official said on Wednesday, speaking on
condition of anonymity, that should GM block a deal, a new
government next month might have little choice but to enter talks
with the US carmaker on sponsoring Opel's restructuring within GM.
According to the FT, the official said the only alternative to a
Berlin-sponsored bail-out of Opel -- regardless of who owns it --
was insolvency for the GM unit, which employs about 25,000 people
in Germany.

                             Vauxhall

Suzy Jagger and Alexandra Frean at The Times report that Lord
Mandelson is willing to commit taxpayers' money to GM in exchange
for guaranteeing the long-term survival of Vauxhall, its British
division.  The Business Secretary is prepared to pledge financial
help -- believed to be up to GBP500 million -- to whichever of the
three interested parties offers the most viable commercial future
for the carmaker in Britain, and its 5,500 UK jobs, the Times
says.  According to the Times, the minister is insistent that the
party that receives taxpayer funds will be the one that produces a
business plan protecting most of the Vauxhall workforce for the
long term.

The minister's position became clear after it emerged that the
board of GM was split over whether to sell Opel, its European
division, or keep it.

                             Decision

Tony Czuczka at Bloomberg News reports German Chancellor Angela
Merkel said she hopes GM will make a decision on the sale of its
Opel unit within two weeks.  Bloomberg relates Ms. Merkel told N24
television in Berlin yesterday in an interview that she wants to
see a decision on Opel at the latest by Sept. 8-9, when GM is
scheduled to hold a board meeting.  The German chancellor, as
cited by Bloomberg, said she sees no need at present to contact
President Barack Obama to help forge a breakthrough on Opel.

While the German government would like to see a resolution as soon
as possible, "content must come before speed," Bloomberg quoted
the German chancellor as saying.  "Issues are still emerging that
we will clear up with GM representatives thoroughly and calmly."

                             Liquidity

Andrea Thomas and Doug Cameron at The Wall Street Journal report
that GM said yesterday that Opel's liquidity is "stable".  Citing
a person familiar with the situation, the Journal discloses the
operation has enough money to run until the end of the year.  "At
the moment, we are running ahead of our original liquidity
outlook," the Journal quoted the person familiar with the
situation, who confirmed that Opel has drawn down EUR1.05 billion
(US$1.5 billion) of the EUR1.5 billion emergency bridge loan
provided by the German government.

As reported in the Troubled Company Reporter-Europe on
Aug. 26, 2009, Bloomberg News said GM 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.  Citing a
person familiar with the discussions, Bloomberg dislosed 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 Magna or to RHJ.

                      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)


GOLDEN ELEPHANT: Posts $5MM Net Loss in Six Months Ended June 30
----------------------------------------------------------------
Golden Elephant Glass Technology, Inc., posted a net loss
attributable to the Company's common stockholders of $3.57 million
for three months ended June 30, 2009, compared with a net income
of $2.77 million for the same period in 2008.  For six months
ended June 30, 2009, the Company posted a net loss attributable to
the Company's common stockholders of $4.89 million compared with a
net income of $4.75 million for the same period in 2008.

The Company said there is substantial doubt about its ability to
continue as a going concern.  The Company incurred a net loss for
the six months ended June 30, 2009, and had net current
liabilities of $17.94 million and accumulated deficit of
$5.69 million as of June 30, 2009.  In addition, due to
deteriorating worldwide economic environment and shrinking gross
profit margin of float glass, the management decided to implement
a maintenance program for both 300 tons and 500 tons float glass
production lines in late November 2008 and January 2009
respectively. During the maintenance period, all operations of the
production lines and all manufacturing of the float glass products
are suspended.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4318

Golden Elephant Glass Technology, Inc. (OTC:GOEG) fka Nevstar
Corporation, is a float glass manufacturer.  The Company's product
offerings include float glass, ultra-clear glass, colored float
glass and high grade, glass processed products, such as mirrors,
glass artwork, tempered glass, insulated glass, laminated glass,
lacquered glass and similar products.  It sells products to end
users in China, Asia, Europe, South America and South Africa. The
Company designs, develops, manufactures and markets its products
for use in a variety of end products, including automobiles,
commercial and residential buildings, construction materials,
furniture and display cases, lighting fixtures and decorative
glass artwork, bath fixtures and electrical household appliances,
such as refrigerators and microwave ovens.  It sells products to
automakers and auto parts suppliers, building contractors and
building material suppliers and manufacturers of retail goods.


HARRAH'S ENTERTAINMENT: Tolosa Steps Down as Eastern Unit's Head
----------------------------------------------------------------
Harrah's Entertainment, Inc., reports that on August 19, 2009,
J. Carlos Tolosa notified the Company he will resign from his
position as Eastern Division President of the Company effective no
later than September 30, 2009.  Mr. Tolosa will continue to be
employed until January 31, 2010.

On August 13, 2009, the Company filed its second quarterly report
on Form 10-Q.  For the three months ended June 30, 2009, the
Company swung to a $2.29 billion net income from a $97.2 million
net loss for the same period in 2008.  The Company posted
$2.16 billion net income for the six months ended June 30, 2009,
from a net loss of $185.5 million for the January 28, 2008,
through June 30, 2008, period; and a net loss of $99.3 million for
the January 1 to 27, 2008 period.

As of June 30, 2009, the Company had $30.7 billion in total assets
and total current liabilities of $1.71 billion, long-term debt of
$19.3 billion, deferred credits and other of $718.2 million,
deferred income taxes of $5.74 billion, and preferred stock of
$2.46 billion.

As of March 31, 2009, the Company's consolidated condensed balance
sheets showed total assets of $31.9 billion, total liabilities of
$31.1 billion and preferred stock of $2.3 million, resulting to
stockholders' deficit of $1.5 million.

During the 2009 second quarter, Harrah's Operating Company, Inc.,
a wholly owned subsidiary of Harrah's Entertainment, completed
offers to exchange roughly $3.6 billion principal amount of new
10.0% second-priority senior secured notes due 2018 for roughly
$5.4 billion aggregate principal amount of outstanding debt with
maturity dates ranging from 2010 to 2018.  As a result, HOC was
able to reduce its overall debt by roughly $1.8 billion principal
amount and decrease its annual cash interest expense by
$73 million.

HOC also received consent by a majority of holders of its 10.75%
Senior Notes due 2016 and 10.75% /11.5% Senior Toggle Notes due
2018 to eliminate or waive restrictive covenants and certain
events of default contained in those notes.  Additionally, HOC and
Harrah's BC, Inc., another wholly owned subsidiary of Harrah's
Entertainment, purchased roughly $1.3 billion principal amount of
HOC's notes either through tender offers or open market purchases
during the quarter.  For these transactions, the estimated annual
consolidated cash interest expense savings is roughly
$142 million.

Also in the second quarter, after receiving consent to amend
certain covenants under its credit agreement, HOC issued
$1.375 billion principal amount of 11.25% senior secured notes due
2017 and used the net proceeds to retire a portion of its debt
under its credit agreement.

"The second-quarter financing activities enabled us to extend our
average debt maturity and improve our overall liquidity," said
Gary Loveman, Harrah's chairman, president and chief executive
officer, said in July.  "The note sale, credit-facility amendment,
exchange offers and open-market repurchases of HOC notes have
strengthened our balance sheet and enhanced our financial
flexibility.

"We still face challenges, particularly in Las Vegas and Atlantic
City, though our cost-reduction efforts led to improved second-
quarter EBITDA margins in other markets we serve," Mr. Loveman
said.  "A bright spot in Las Vegas was the on-schedule opening
this month of our new state-of-the-art convention and meeting
center at Caesars Palace."

Under the American Recovery and Reinvestment Act of 2009, the
company received temporary relief under the Delayed Recognition of
Cancellation of Debt Income rules.  The Act contains a provision
that allows for a five-year deferral of CODI for debt reacquired
in 2009, followed by recognition of CODI ratably over the
succeeding five years.  As a result of the exchange offers, the
Company recognized a deferred tax liability of roughly
$1.7 billion related to the gain.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?431e

A full-text copy of the Company's Supplemental Discussion of Pro
Forma Harrah's Operating Company Results is available at no charge
at http://ResearchArchives.com/t/s?431f

                  About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.

                            *    *    *

The Troubled Company Reporter said June 15, 2009, that Standard &
Poor's Ratings Services raised its corporate credit ratings on
Harrah's Entertainment and Harrah's Operating to 'CCC+' from
'CCC', reflecting S&P's assessment that the recent capital raise,
combined with an amendment to certain terms of HOC's senior
secured credit facilities, has alleviated S&P's concerns that
given S&P's expectation for operating performance this year, HOC
would not be able to remain in compliance with its senior secured
leverage ratio covenant.  In addition, S&P raised the issue-level
rating on HOC's senior secured credit facilities to 'B' (two
notches higher than the 'CCC+' corporate credit rating) from 'B-'.
The recovery rating on these loans remains at '1', indicating
S&P's expectation of very high (90% to 100%) recovery for lenders
in the event of a payment default.


HARRINGTON JR: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Harrington Jr. Enterprises, Inc.
           dba Harbor Marine
        13930 Bridge Drive
        Monroe Township, MI 48161-5795

Bankruptcy Case No.: 09-66289

Chapter 11 Petition Date: August 25, 2009

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

Judge: Marci B. McIvor

Debtor's Counsel: Thomas R. Morris, Esq.
                  Silverman & Morris, P.L.L.C.
                  7115 Orchard Lake Rd., Suite 500
                  West Bloomfield, MI 48322
                  Tel: (248) 539-1330
                  Email: morris@silvermanmorris.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
5 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/mieb09-66289.pdf

The petition was signed by Charles G. Harrington Jr., president of
the Company.


HAWAIIAN TELCOM: Amends Joint Plan Of Reorganization
----------------------------------------------------
Hawaiian Telcom Communications, Inc., and its seven debtor
affiliates presented to the U.S. Bankruptcy Court for the
District of Hawaii an Amended Joint Chapter 11 Plan of
Reorganization and Disclosure Statement on August 23, 2009.

As previously reported, the Debtors filed their Original Plan on
June 3, 2009.  Nicholas C. Dreher, Esq., at Cades Schutte LLP, in
Honolulu, Hawaii, notes that the Debtors updated the information
set forth in their Plan and Disclosure Statement to address
comments received from parties-in-interest.  These include
information on the management team for the Reorganized Debtors,
the contemplated rights offering, employee and retiree benefits,
management equity incentive program, and treatment of senior
notes claims treatment, among others.

The Debtors also added information to the Disclosure Statement
with respect to (1) valuation, (2) financial projections, and (3)
the liquidation analysis.

The Court to set to consider the adequacy of the Debtors'
Disclosure Statement on August 27, 2009.

                  Reorganized Debtors' Management

On the Plan Effective Date, the senior management team of the
Debtors will continue to consist of:

  Name                     Title
  ----                     -----
  Eric K. Yeaman           President, Chief Executive
                           Officer and Director

  Robert F. Reich          Senior Vice President, Chief
                           Financial Officer and Treasurer

  Michael F. Edl           Senior Vice President - Network
                           Services

  Rose M. Hauser           Senior Vice President and Chief
                           Information Officer

  Craig T. Inouye          Senior Vice President - Sales

  John T. Komeiji          Senior Vice President and
                           General Counsel

  Geoffrey W.C. Loui       Senior Vice President - Strategy
                           and Marketing

  William G. Chung         Vice President of Human
                           Resources & Labor Relations

  John K. Duncan           Vice President and Controller

  Francis K. Mukai         Vice President, Associate
                           General Counsel and Secretary

As part of the Plan supplements, the Debtors will disclose the
nature of the compensation of their officers in accordance with
Section 1129(a)(5)(B) of the Bankruptcy Code.

                        Rights Offering

All holders of Senior Notes Claims as of August 14, 2009, will be
sent an investor certificate in order to determine whether that
holder is an Eligible Senior Notes Claim Holder.  All investor
certificates must be returned by September 21, 2009, in order for
the Senior Notes claims holder to be eligible to participate in
the Rights Offering.

Each Eligible Senior Notes Claim Holder will receive Subscription
Rights entitling that holder to purchase its pro rata share as of
August 14, 2009, of 3,125,000 shares of New Common Stock that
will be issued on the Plan Effective Date.

The Rights Offering will commence on September 23, 2009.  Each
Eligible Senior Notes Claim Holder intending to participate in
the Rights Offering must affirmatively elect to exercise its
Subscription Rights and pay a Subscription Purchase Price prior
to October 16, 2009.  To the extent subscribed, any proceeds of
the Rights Offering resulting in pro forma cash exceeding
$75 million will be distributed on a pro rata basis to the Senior
Secured Parties and the outstanding amount of the New Term Loan
will be reduced dollar-for-dollar.

                  Employee and Retiree Benefits

The Debtors will continue to sponsor the Hawaiian Telcom Hourly
Employees Pension Plan and the Hawaiian Telcom Management Pension
Plan under the Employee Retirement Income Security Act.  Mr.
Dreher says that Hawaiian Telcom has made all contributions
required to be made to the Pension Plans.  The Pension Benefit
Guaranty Corporation has filed proofs of claim against each of
the Debtors, asserting priority claims for $95,133,244, plus
unliquidated amounts, as the PBGC's calculation of the unfunded
liability of the Pension Plans.

The proposed Confirmation Order will thus provide that (a) the
Pension Plans are subject to the minimum funding requirements of
ERISA and the Internal Revenue Code; (b) no provision of the
Plan, the Confirmation Order or Section 1141 of the Bankruptcy
Code will be construed to, discharge the Debtors or any other
party from any liability with respect to the Pension Plans under
ERISA or the Internal Revenue Code; and (c) neither the PBGC nor
the Pension Plans will be enjoined from enforcing that liability
as a result of any provisions in the Plan or the Confirmation
Order for satisfaction, release or discharge of claims.

Moreover, the PBGC has filed claims against the Debtors for their
liabilities under ERISA with respect to the Pension Plans that
are contingent on the termination of the Pension Plans during the
Debtors' Chapter 11 cases.  In the event that the Pension Plans
do not terminate during the Debtors' bankruptcy cases, the PBGC
will withdraw its claims.

In addition, the unionized employees of the Debtors are covered
by a certain collective bargaining agreement between Hawaiian
Telcom, Inc. and the International Brotherhood of Electrical
Workers, Local 1357.  Accordingly, on the Effective Date, the
Reorganized Debtors will assume the IBEW CBA dated September 13,
2008, subject to Section 365 of the Bankruptcy Code and the Plan.

               Management Equity Incentive Program

Mr. Dreher discloses that the Debtors have yet to develop the
terms of the Management Equity Incentive Program.  The Debtors
will include details of the Management Equity Incentive Program
in the Plan Supplement.

Specifically, under the 2009 Performance Compensation Program,
the compensation committee for the Debtors' Board of Directors
approved the parameters of a program that determine performance
awards based on (1) achievement of predetermined corporate
performance goals, and (2) each employee's attainment of
predetermined individual performance goals.  Mr. Dreher notes
that these goals are intended to maintain morale and incentivize
employees.  The 2009 Performance Compensation Plan uses the same
financial metrics and weightings as the 2008 Program approved by
the Bankruptcy Court on April 23, 2009, with different
thresholds.  Each employee's direct supervisor will determine the
individual performance objectives, which are aligned with the
Debtors' strategic plan.

For the 2009 Performance Compensation Program, the revenue target
is $425 million, the adjusted EBITDA target is $115 million, and
the cash flow target is a reduction in cash of $25 million.
The performance weighting between the corporate performance goals
and individual performance goals is set forth as:

                                    Corporate        Individual
                                   Performance       Performance
  Employment Category               Weighting         Weighting
  -------------------              -----------       -----------
  CEO/Senior Vice Presidents       less than 75%       0% to 25%
  Non-Union Employees               40% to 75%        25% to 60%
  Union Employees                   20% to 40%        60% to 80%

Mr. Dreher adds that the 2009 Performance Compensation Plan
calculations will be based upon the audited financial results for
2009 and will reflect adjustments, if any, determined by the
Compensation Committee for unanticipated extraordinary items due
to the Debtors' restructuring.  The payouts, if any, under the
2009 Performance Compensation Plan would not be made until the
end of the first quarter of 2010.  The Debtors reserve the right
to modify the terms of the 2009 Performance Compensation Plan.

                           Pre-emption

Mr. Dreher points out that the Plan does not seek to preempt any
applicable non-bankruptcy law, including Chapter 269 of the
Hawaii Revised Statutes

                Treatment of Senior Notes Claims

The Debtors' obligations under a certain Credit Agreement, the
Senior Notes Indenture, the Subordinated Notes Indenture and any
applicable agreements relating to bonds and rights will be
released and discharged as of the Effective Date.  However, any
indenture or agreement that governs the rights of the holder of a
Claim will continue solely to (i) allow the holders of the Senior
Notes Claims to receive distributions under the Plan; (ii) allow
U.S. Bank National Association, in its capacity as indenture
trustee under the Senior Notes Indenture, to make distributions,
if any, to be made on the Senior Notes Claims; (iii) permit U.S.
Bank to assert its Charging Lien against those distributions for
payment of the Bank's fees; and (iv) allow U.S. Bank to enforce
the subordination provisions contained in the Indenture.

On the Effective Date, the Senior Notes and the Subordinated
Notes will be deemed extinguished.

Moreover, consistent with Rule 3003(c) of the Federal Rules of
Bankruptcy Procedure, the Reorganized Debtors will recognize a
proof of claim filed by U.S. Bank with respect to the Senior
Notes Claims.  Any claim from a registered or beneficial holder
of the Senior Notes may be disallowed as duplicative of U.S.
Bank's Proof of Claim, without further Court action.

              Insurance Policies with the ACE Group

Nothing in the Disclosure Statement, the Plan, the Confirmation
Order, any exhibit to the Plan, Plan Supplement or any other Plan
document will in any way impair in any respect the legal,
equitable or contractual rights and defenses of the insureds or
insurers with respect to any insurance policies and related
agreements between the Debtors and members of the ACE group of
companies.  The rights and obligations of the insureds and
insurers will be determined under the ACE Policies, which will
remain in full force and effect, and under any applicable non-
bankruptcy law.  To the extent the ACE Policies are considered
executory, they will be assumed by the Reorganized Debtors.
Regardless of whether the ACE Policies are considered to be
executory, the Reorganized Debtors will perform the Debtors'
obligations under the ACE Policies, including any obligations
that remain unperformed as of the Effective Date.

                       Valuation Analysis

The Debtors' financial advisor, Lazard Freres & Co. LLC,
undertook a valuation analysis of the Debtors to determine the
value available for distribution to holders of allowed claims
pursuant to the Plan and to analyze the relative recoveries to
allowed claim holders.  The estimated total value available for
distribution to holders of Allowed Claims consists of the
estimated value of the Reorganized Debtors' operations on a going
concern basis plus the estimated value of the Reorganized
Debtors' operations on a going concern basis, plus the estimated
cash balance at the assumed Effective Date plus the value of non-
core assets.

The Valuation Analysis assumes that the Plan Effective Date takes
place on March 31, 2010.  It is also based on projections
provided by the Debtors' management for 2009 through 2013.  Based
on those projections, Lazard Freres estimates that the Enterprise
Value of the Reorganized Debtors falls within the range of
$350 million to $425 million.

Including the estimated cash balance as of a March 31, 2010
Assumed Effective Date of $52.4 million and the value of the non-
core assets of $20 million with the Enterprise Value,
Distributable Value of the Reorganized Debtors is estimated
between $422.4 million and $497.4 million with a point estimate
of $460 million.  Based on an estimated gross debt balance of
$300 million projected as of March 31, 2010, Lazard Freres' point
estimate of Distributable Value implies a value for the New
Common Stock and New Warrants of the Reorganized Debtors of
$160 million.

Moreover, Mr. Dreher notes that the values do not give effect to
the potentially dilutive impact of any shares issued upon
exercise of options or restricted shares that may be granted
under a long-term incentive plan.

A full-text copy of the Debtors' Valuation Analysis is available
for free at http://bankrupt.com/misc/HawTel_DebtorsValuation.pdf

                      Liquidation Analysis

The Liquidation Analysis prepared by the Debtors estimates a high
estimated value of gross liquidation proceeds for $418.8 million
and a low estimated value of $357.7 million.

The Liquidation Analysis also assumes a high recovery of 64% and
a low recovery of 56% with respect to the Senior Secured Claims
if the Debtors' Chapter 11 cases were converted to a proceeding
under Chapter 7 of the Bankruptcy Code.

The Debtors also prepared financial projections for 2009 through
2013.

                        Other Disclosures

Under the Plan, the Debtors disclosed additional information on
the current developments of their Chapter 11 cases, including:

(a) An amendment of the aggregate amount of allowed Class 9
    Hawaiian Telcom, Inc. General Unsecured Claims between
    $35 million and $45 million.

(b) An updated list of directors and officers, removing Raymond
    A. Ranelli, who was a director of the Debtors until June 30,
    2009, the effective date of his resignation.

(c) A description on Senate Bill 603, which was passed by the
    State of Hawaii's legislature on July 15, 2009.  Senate Bill
    603 eliminates a number of regulatory requirements and
    constraints imposed by the Hawaii Public Utilities
    Commission.  Specifically, Senate Bill 603, as enacted, will
    allow the Debtors to bring products to market more rapidly
    by no longer requiring the Debtors to prepare and file
    information, including cost support, regarding promotional
    offerings and new products.

(d) Recent updates on the Debtors' requests to use Cash
    Collateral through August 31, 2009, and October 31, 2009.

(e) Recent events in Lehman Commercial Paper Inc.'s adversary
    proceeding against the Official Committee of Unsecured
    Creditors, seeking a declaratory judgment that the Secured
    Lenders have perfected and enforceable first liens.

    On August 20, 2009, the Bankruptcy Court entered an order
    granting in part and denying in part Lehman Commercial's
    summary judgment.  The Bankruptcy Court found that (a)
    Lehman Commercial holds perfected and first liens against
    (i) all personal property of the Debtors as granted pursuant
    to the Guarantee Agreement, including an interest in all
    cash held in the Debtors' investment accounts; (ii) all
    encumbered real property pursuant to an Amended and Restated
    Mortgage, Assignment of Leases and Rents, Security
    Agreement, Financing Statement and Fixture Filing, including
    all equipment and fixtures located on that encumbered real
    property; and (iii) all of the Debtors' fixtures that are
    not attached to the Debtors' encumbered real property; and
    (b) Lehman Commercial's perfected liens are not subject to
    avoidance under Section 544 of the Bankruptcy Code.

    In denying summary judgment in part, the Bankruptcy Court
    ruled that Lehman Commercial failed to demonstrate that
    there were no genuine issues of material fact as to the
    perfection of its interests in (i) certain deposit accounts
    of the Debtors at First Hawaiian Bank and Bank of Hawaii,
    and (ii) the Debtors' fleet of motor vehicles.  The
    Bankruptcy Court also held that the HPUC regulations do not
    create a private right of action to attack the validity of
    loans or liens granted by a public utility, except before
    the HPUC.

(f) The Bankruptcy Court's denial of the Debtors' request to
    further extend the Exclusive Periods on July 1, 2009.  As a
    result, the Debtors' exclusive plan period expired on
    July 1, 2009, and exclusive solicitation period will expire
    on September 2, 2009.

(g) The Bankruptcy Court's approval of a Diligence Protocol to
    enable qualified potential purchasers or plan sponsors to
    access confidential and commercial sensitive information in
    a manner that protects the Debtors' estates from misuse of
    that information.

(h) Discussion on the HPUC's regulatory view process in
    connection with the Debtors' need to receive the necessary
    regulatory approvals from the HPUC and the Federal
    Communications Commission

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

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

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

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

                       About Hawaiian Telcom

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

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

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

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

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


HAWAIIAN TELCOM: Financial Projections Under Amended Plan
---------------------------------------------------------
Pursuant to the Amended Joint Chapter 11 Plan of Reorganization,
the Debtors' management developed a business plan and prepared
financial projections for fiscal years 2010 through 2013.  The
operating assumptions contemplate a March 31, 2010 Plan Effective
Date.

        Hawaiian TelCom Communications, Inc. and Subsidiaries
               Estimated March 31, 2010 Balance Sheet

ASSETS
Current Assets:
Cash                                              $72,400,000
Accounts Receivable                                60,500,000
Other Current Assets                               15,200,000
                                               ---------------
  Total Current Assets                             148,200,000
                                               ---------------

Noncurrent Assets:
Net PP&E                                          685,100,000
Intangible Assets & Other                         377,600,000
                                               ---------------
  Total Noncurrent Assets                        1,062,800,000
                                               ---------------
   Total Assets                                 $1,211,000,000
                                               ===============

LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities          $46,300,000
Other Current Liabilities                          20,100,000
                                               ---------------
  Total Current Liabilities                         66,400,000

Noncurrent liabilities:
New Senior Secured Term Loan                                0
Liabilities subject to Compromise               1,154,600,000
Other Long-term liabilities                       130,600,000
                                               ---------------
  Total NonCurrent Liabilities                   1,285,200,000
                                               ---------------
   Total liabilities                             1,351,600,000
                                               ---------------

Shareholders' Equity                              (140,600,000)
                                               ---------------
Total Liability & Shareholders' Equity          $1,211,000,000
                                               ===============

The Debtors also forecast a net loss of $109.9 million by the end
of the 2009 fiscal year and a net income of $12.1 million by the
end of the 2013 fiscal year.  A net income of $116.1 million is
estimated by the first quarter of 2010.

Moreover, the Debtors forecast assets to total $1.24 billion
and liabilities to total $1.36 billion by the end of the fiscal
year 2009.  Post-emergence by the year 2013, they estimate
$662.7 million in assets and $480 million in liabilities.

The Debtors estimate an ending cash balance from operations of
$74.6 million by the end of 2009 and $97.7 million by the end of
2013.

A full-text copy of the Financial Projections is available for
free at http://bankrupt.com/misc/HawTel_FinancialProjections.pdf

                       About Hawaiian Telcom

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

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

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

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

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


HAWAIIAN TELCOM: Hearing on Amended Plan Outline Today
------------------------------------------------------
Hawaiian Telcom Communications Inc. and its affiliates amended
their Joint Chapter 11 Plan of Reorganization and Disclosure
Statement on August 23, 2009.

The Debtors thus propose August 14, 2009, to be set as the voting
record date for determining which creditors may vote on the Plan.

The Debtors further propose to establish September 30, 2009, at
1:00 p.m., Hawaii Standard Time, as the deadline for the
submission
of votes on the Plan.

The Debtors further ask the Court to set October 7, 2009, as the
confirmation hearing on the Plan.

Judge King will consider adequacy of the Disclosure Statement on
August 27, 2009.

Telephone Local Union 1357, International Brotherhood of
Electrical Workers, the collective bargaining representative of
the Debtors' hourly employees, withdrew its objection to the
Debtors' Disclosure Statement.  Local 1357 explained that its
objection was addressed by the Debtors' Amended Joint Chapter 11
Plan of Reorganization and Disclosure Statement filed on
August 23, 2009.

                       About Hawaiian Telcom

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

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

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

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

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


HAWAIIAN TELCOM: Can Continue to Use Cash Collateral Until Oct. 31
------------------------------------------------------------------
The Bankruptcy Court authorized Hawaiian Telcom Communications
Inc.'s continued use of the cash collateral of their prepetition
lenders, on a consensual basis, through and including October 31,
2009.

The Court's current ruling is the Fourth Cash Collateral
Extension Order, under which the Debtors will pay to the
Prepetition Agent on an ongoing basis:

  (i) the current cash payment of interest at the non-default
      rates at the times provided for in the Prepetition Credit
      Agreement; provided, however that during the period from
      March 1, 2009, to October 31, 2009, those obligations will
      be satisfied by:

      -- the payment of cash interest calculated at the non-
         default rates with respect to $300 million of the
         outstanding Senior Secured Debt; and

      -- the deemed payment of interest with respect to the
         balance of the Senior Secured Debt, with the amount
         being included in the amount of Senior Secured Debt.

(ii) cash payments equal to all accrued and unpaid non-
      default rate interest, fees and expenses then owing
      with respect to the Prepetition Obligations or provided
      for in the Prepetition Financing Documents; and

(iii) from time to time after the Petition Date, the current
      cash payment of documented fees and expenses as and
      when due and payable under the Prepetition Financing
      Documents, including fees and expenses of legal counsel
      and other professionals retained by the Prepetition
      Lenders.

A full-text copy of the Fourth Cash Collateral Order dated
August 24, 2009, is available for free at:

      http://bankrupt.com/misc/HawTel_4thExtCashCollOrd.pdf

                       About Hawaiian Telcom

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

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

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

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

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


HERBERT WONG: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Herbert Wong
        1421 Cabrillo Avenue
        Burlingame, CA 94010

Bankruptcy Case No.: 09-32481

Chapter 11 Petition Date: August 25, 2009

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

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

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

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

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

The petition was signed by Mr. Wong.


IMPERIAL CAPITAL: Faces Trouble as Bank Unit Under-Capitalized
--------------------------------------------------------------
Imperial Capital Bancorp, Inc., posted a net loss of $63,636 for
three months ended June 30, 2009, compared with a net income of
$2.35 million for the same period in 2008.  For six months ended
June 30, 2009, the Company posted a net loss of $81,370 compared
with a net income of $3.04 million for the same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $4.20 million, total liabilities of $4.11 million and
stockholders' equity of $97,706.

Management acknowledges there is substantial doubt about the
Company's ability to continue as a going concern.  The Company's
subsidiary Imperial Capital Bank's regulatory capital position has
fallen below the level necessary to be considered adequately
capitalized and was categorized as under capitalized as of
June 30, 2009, under the applicable regulatory framework.  Under
capitalized banks may not accept, renew or rollover brokered
deposits or solicit deposits yielding more than 75 basis points
over prevailing rates in either the Bank's market area or the area
where deposits are solicited.  As of June 30, 2009, the Company
had brokered deposits of $677.60 million, of which $174.80 million
mature within the next twelve months.

In addition, the Federal Reserve Bank of San Francisco notified
the Company that it may not appoint any new director or senior
executive officer or change the responsibilities of any current
senior executive officers without notifying the FRB.  The Company
also may not make indemnification and severance payments without
complying with certain statutory restrictions, including prior
written approval of the Board of Governors of the Federal Reserve
System and concurrence from the FDIC.  Further, the Company is
generally prohibited from receiving dividends from the Bank,
making any dividend payments and increasing or renewing any debt,
without receiving prior approval from the FRB San Francisco.

A full-text copy of the Company's Form 10-Q is a available for
free at http://ResearchArchives.com/t/s?4319

Imperial Capital Bancorp, Inc. (OTC:IMPC) is a bank holding
company.  The Company operates through its wholly owned
subsidiary, Imperial Capital Bank.  The Bank is primarily engaged
in originating and purchasing real estate loans secured by income
producing properties for retention in its loan portfolio,
originating entertainment finance loans and accepting customer
deposits through the certificates of deposits, money market,
passbook and demand deposit accounts.  It has six retail branches
located in California, two retail branches located in Nevada, and
one retail branch located in Baltimore, Maryland.


JAYHU CRAIG BAKER: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Jayhu Craig Baker
        4771 Ranch Rd.
        PO Box 955
        Deer Park, WA 99006

Bankruptcy Case No.: 09-04748

Chapter 11 Petition Date: August 25, 2009

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

Judge: Patricia C. Williams

Debtor's Counsel: John D. Munding, Esq.
                  Crumb & Munding
                  Davenport Tower, PH 2290
                  111 S. Post Street
                  Spokane, WA 99201-
                  Tel: (509) 624-6464
                  Fax: (509) 624-6155
                  Email: munding@crumb-munding.com

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

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

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

            http://bankrupt.com/misc/waeb09-04748.pdf

The petition was signed by Charles G. Harrington Jr., president of
the Company.


JEFFERSON COUNTY: Taxpayers' Lawyers Want Refunds in Early 2010
---------------------------------------------------------------
According to Kathleen Edwards at Bloomberg News, lawyers of
Jefferson, Alabama taxpayers said residents should get refunds of
an occupational tax starting in the first quarter of 2010 after
the Alabama Supreme Court upheld a lower court ruling declaring
the levy illegal.  "Once we determine the amount of the illegal
collections, we will submit a plan to the court to return the
money to the taxpayers as soon as possible," said Jim McFerrin, a
lawyer for the taxpayers.  "I anticipate refunds will begin during
the first quarter of 2010, which should provide the local economy
with a much needed stimulus."

As reported by the TCR on August 26, 2009, 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.

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.

Alabama's Senate and House of Representatives in mid-August
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.


KB TOYS: To Sell IP Assets to CE Stores for $2.1 Million
--------------------------------------------------------
KB Toys Inc. has struck a $2.1 million deal to sell off certain
intellectual property -- including numerous trademarks and dozens
of domain names -- to CE Stores LLC, following an auction earlier
this month, according to Law360.  KB filed a copy of the asset
purchase agreement in the U.S. Bankruptcy Court for the District
of Delaware on Friday.

As reported by the TCR on Aug. 10, 2009, CE Stories emerged the
highest bidder at the Aug. 6 auction for KB Toys's trademark,
logos, and Web addresses.  CE Stores beat bids from KB Toys'
lenders as well as an offer from retailer Jimmy Jazz.

Streambank LLC managed the auction for KB Toys' intellectual
property.

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com/-- operated a chain of retail toy stores.

On Jan. 14, 2004, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of many of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.

The Company, together with eight of its affiliates, again filed
for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No.
08-13269).  Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.

According to Bloomberg, KB listed assets of $241 million against
debt totaling $362 million in its Chapter 11 petition filed
on December 11.  The debts include $143 million in unsecured
claims; and $200 million in secured claims, including
$95.1 million owed to first-lien creditors where General Electric
Capital Corp. serves as agent; and $95 million owed to second-lien
creditors.

As reported by the Troubled Company Reporter on December 22, 2008,
the Hon. Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware allowed KB Toys Inc. to start going-out-of-business
sales.


KEATING CHEVROLET: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------------
Keating Chevrolet Inc. filed with the U.S. Bankruptcy Court for
the Eastern District of Texas a list of 20 largest unsecured
creditors.

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Chrysler Financial             Personal Property $14,297,399
27777 Inkster Road
Farmington Hills, MI 48334

General Motors                 Personal Property $3,129,722
Acceptance Corp.
P.O. Box 33128
Detroit, MI 48232-5128

US Small Business              Personal Property $474,000
Administration
P.O. Box 740192
Atlanta, GA 30374-0192

Clear Channel Radio                              $83,128

The Beaumont Enterprise                          $66,154

Houston Chronicle                                $52,586

KFDM-TV                                          $40,173

Freedom Broadcasting                             $40,173

Reynolds and Reynolds                            $28,215

KBMT- NBC Channel 12                             $27,080

East Texas UMS LLC                               $26,947

Great American Ins. Co. of                       $19,367
New York

Cumulus Media-Beaumont                           $18,550

IAS L.P.                                         $17,845

Cumulus Media-Lake                               $16,686

Zurich                                           $15,596

Aetna Small Group Premium                        $14,872
Collections

Aetna Insurance Company                          $14,872

West Point Dept. 83                              $14,116


Protective life Ins. Co.                         $11,872

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.


KEATING CHEVROLET: Has Until August 31 to File Schedules
--------------------------------------------------------
Hon. Bill Parker of the U.S. Bankruptcy Court for the Eastern
District of Texas extended until Aug. 31, 2009, Keating Chevrolet,
Inc.'s time to file its schedules of assets and liabilities and
statement of financial affair.

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.


KEATING CHEVROLET: Wants to Use GMAC & Chrysler Financial's Cash
----------------------------------------------------------------
Keating Chevrolet, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Texas for authority to:

   -- use cash collateral of General Motors Acceptance
      Corporation, Chrysler Financial Corporation and U.S. Small
      Business Administration after payment of liens necessary to
      enable the Debtor to completely transfer any vehicle sold;

   -- cash collateral generated from operations; and

   -- grant adequate protection to GMAC and Chrysler Financial.

The Debtor asks the Court permission to immediately use cash
collateral to pay prepetition wages and related obligations,
prepetition vehicles transfer tax related obligations, and to fund
as necessary ongoing operations.

The Debtor relates that Chrysler Financial may assert a lien on
all personal property held as collateral for a working capital
loan with a current balance of $86,667.  The Debtor alleges this
lien is unsecured.

The Debtor adds that the SBA may assert a lien on all personal
property of Debtor pursuant to a disaster loan with a current
balance of $474,000.  The Debtor alleges this loan is unsecured.

The Debtor further states that the outstanding amount of the
prepetition indebtedness due GMAC under the prepetition loan
facility was $3,129,722 as of the petition date.  The outstanding
amount of prepetition indebtedness due to Chrysler Financial under
the prepetition loan facility was $14,297,399 as of the petition
date.  The Debtor alleges that both these loans are under secured.

As adequate protection for any diminution of the interest of GMAC
and Chrysler Financial in the prepetition and postpetition
collateral to the which their liens attach, the Debtor grants
replacement liens in any kind of property with the same validity
and priority as GMAC's and Chrysler Financial lien and security
interest had in that kind of property prior to the petition date.

                  Chrysler Financial's Objection

Chrysler Financial objects to the use of cash collateral, citing
that based on its computations, the Debtor's vehicle inventory is
equal to the balance due for those vehicles.  Chrysler Financial
asserts that no equity exists in the collateral and that Chrysler
Financial is under-secured.  Chrysler Financial holds a properly
perfected first-in-rights security interest in substantially all
of the Debtor's assets.

A final hearing on the cash collateral motion is scheduled for
Aug. 28, 2009, at 10:00 a.m. at Plaza Tower Courtroom, 110 North
College Ave., Ninth Floor, Tyler, Texas.

                   About Keating Chevrolet, Inc.

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.


LANDAMERICA FINANCIAL: Court Okays Attorney's Fees
--------------------------------------------------
Richmond Times-Dispatch reports that the U.S. Bankruptcy Judge
Kevin R. Huennekens has approved fees charged by attorneys and
other experts in the LandAmerica Financial Group Inc.'s Chapter 11
case.

Times-Dispatch states that LandAmerica Financial attorneys and
experts sought payment of more than $3.8 million in fees and
expenses relating to the exchange LandAmerica 1031 Exchange
Services Inc. subsidiary's case.

The charges would be reviewed at the close of the bankruptcy case
and could be revised at that point, Times-Dispatch says, citing
Judge Huennekens.

According to Times-Dispatch, almost three dozen LandAmerica 1031
creditors of had sent written protests to Judge Huennekens against
the requested fees.

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion W. Hayes,
Esq., and John H. Maddock III, Esq., at McGuireWoods LLP, are the
Debtors' bankruptcy counsel.  In its bankruptcy petition, LFG
listed total assets of $3,325,100,000, and total debts of
$2,839,800,000 as of Sept. 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LAW OFFICES OF MASRY: Dispute for Funds Leads to Chapter 11 Filing
------------------------------------------------------------------
Law Offices of Masry & Vititoe spokesperson Lisa Cohen said that
the Company's Chapter 11 bankruptcy was caused by a squabble for
funds after the death of founding partner Edward Masry in 2005,
Ashby Jones posted at The Wall Street Journal blog, Law Blog.

Dow Jones Daily Bankruptcy Review relates that along with
Mr. Masry's own estate and heirs, some litigants had also filed
claims, alleging that Mr. Masry promised them assets and cash from
the Company, which then had to spend more than $3 million related
to the claims and ensuing litigation.

Masry & Vititoe said in court documents, "This drain of money and
staff resources has threatened the Debtor's cash flow and focus,
consequently making it more difficult to pay for ongoing
litigation expenses and operating expenses."

According to court documents, Masry & Vititoe said that the
bankruptcy filing will give it "relief from the burden this
litigation has caused, in time and money, and to allow it to
formulate a strategy for treatment of valid claims in an organized
fashion."

The bankruptcy process is expected to be speedy, Law Blog states,
citing Ms. Cohen.

Westlake Village, California-based Law Offices of Masry & Vititoe
is a plaintiff-side personal injury firm formed in 1982 when James
W. Vititoe, founder Edward Masry's associate, became his partner.
It handled the water contamination case against Pacific Gas &
Electric Co. that resulted in a $333 million settlement and formed
the basis for the movie "Erin Brockovich."

Erin Brockovich, who used to work for the Company, has gone out
and set up her own environmental-consulting firm and is working
exclusively with Girardi & Keese on the west coast and Weitz &
Luxenberg on the east coast.

The Company filed for Chapter 11 bankruptcy protection on
August 14, 2009 (Bankr. C.D. Calif. Case No. 09-20447).  Leslie A.
Cohen, Esq., at Leslie Cohen Law PC assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in debts.


LEAR CORP: Officers & Directors Disclose Disposition of Stock
-------------------------------------------------------------
These Officers and Directors of Lear Corp., disclose with the
U.S. Securities and Exchange Commission that they disposed of
Lear Corp., common stock on these dates:

                                                    Securities
                                                    Beneficially
                   Transaction                      Owned After
Name               Date            Amount   Price   Transaction
----               -----------     ------   -----   ------------
Simoncini Matthew   08/18/09       22,684   $0.24            0
Foss Wendy L        08/18/09        1,844    0.26            0
Wallman Richard F   08/18/09        1,500    0.23            0
Burgess Shari L     08/18/09        1,000    0.26        7,557
                                    7,236    0.241         321
Rossiter Robert E   08/18/09       17,144    0.241     369,925
                                   56,582    0.2378    313,343
Scott Raymond E     08/19/09       17,212    0.26           56

The amount of common stock disposed of by Mr. Scott includes
7,968 shares that were held jointly in trust with his spouse.


                          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: Canadian Workers Vote in Favor of New Contract
---------------------------------------------------------
Workers of Lear manufacturing in Whitby have voted 79.5% in favor
of a new contract pursuant to which vacation bonuses and wage
increases were given up, along with two paid holiday days,
newsdurhamregion.com reports.  The deal also reduces medical and
dental benefits, while limits were placed on time-and-a-half pay
on weekends, the report added.

Before the vote was taken, Local 222 president Chris Buckley
joined others in the Canadian Auto Workers committee in urging
workers to put an end to the fight to secure jobs by agreeing to
the contract, and shifting focus to future improvements, says
Parvaneh Pessian of newsdurhamregion.com.

Canadian Auto Workers committee representatives presented details
to about 300 union members in Oshawa, in Ontario, Canada, says
the report.

"We made a lot of significant changes and you never get 100 per
cent in these kinds of ratification processes, but I'm happy that
it's behind us and now the members can breathe a sigh of relief
knowing we have a future ahead of us," Mr. Buckley said,
notes the report.  "We still have a very strong foundation to
which we can build on in the years to come," Mr. Buckley told the
members.

CAW national representative Jim Woods called the agreement the
best possible outcome after a long and arduous struggle in the
midst of dire circumstances, according to newsdurhamregion.com.

The union represents about 650 active and laid-off workers at the
Whitby Lear plant, which produced seats for GM vehicles,
including the Chevrolet Impala, for 23 years, says the report.

                          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: Selects Citadel for Administration Services
------------------------------------------------------------
Citadel Solutions announced August 26 that it has been selected by
Lehman Brothers Holdings Inc. to provide administration services,
including the creation of an asset servicing platform.  Citadel
Solutions will leverage its proprietary technology and team of
experts to support LBHI in managing middle and back-office
processing for its derivative, corporate bank loan, commodity and
principal investment portfolios.

"Following an extensive search, we are confident that Citadel
Solutions has the technological capabilities and expertise we need
to execute our transition strategy," said Jeff Donaldson, head of
LBHI's technology transition effort and managing director for
Alvarez & Marsal, a leading professional services firm overseeing
LBHI's restructuring.  "Citadel Solutions's single platform is a
flexible and cost-effective means to service LBHI's complex and
diverse asset portfolios. It clearly meets our objective of
maximizing value to creditors in the most suitable way."

The implementation of the Citadel Solutions platform is
anticipated to begin in September 2009, and to be fully
operational in 2010.  In addition to providing ongoing services
for Lehman's asset classes, Citadel Solutions will supply
technology and middle-office support during the wind-down of the
Lehman Estate over an anticipated three to four year period.  The
retention of Citadel Solutions on an interim basis was approved
today by the bankruptcy court and is subject to the negotiation
and execution of definitive documentation.

"Our subject-matter expertise in all aspects of capital markets
will enable us to build an infrastructure to efficiently wind-down
the assets held by the Lehman Estate," said John Buckley,
President of Citadel Solutions.  "By leveraging our technology,
domain capabilities and team culture, we will provide agile and
innovative solutions to our partners at LBHI."

                       About Citadel Solutions

Launched in 2007, Citadel Solutions --
http://www.citadelsolutions.com/ -- provides technology-driven
fund administration and reporting services to hedge funds and
financial institutions that operate across a broad range of
investment strategies. With more than $25 billion in assets under
administration, Citadel Solutions leverages Citadel's best-in-
class infrastructure and leading-edge technology to provide
Operational Alpha(R) to its clients.

                      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)


LENNY DYKSTRA: Demands Temporary Residence From Mansion's Insurer
-----------------------------------------------------------------
Bess Levin at Dealbreaker reports that Lenny Dykstra has demanded
that an insurance company make good on its policy to put him up in
a temporary residence.  According to Dealbreaker, Mr. Dykstra said
that the house he bought from Wayne Gretzky is unlivable.

Jane Wells at CNBC states that Mr. Dykstra said he's the victim of
Fireman's Fund, which insured the $17.5 million mansion and his
multimillion dollar home inside Sherwood Country Club that is also
vacant due to mold.

The house is riddled with water damage that will cost an estimated
$10 million to repair, Dealbreaker relates, citing Mr. Dykstra.
The report says that the house is pockmarked with torn up
flooring, holes in walls, missing toilets, as inspectors have
tried to determine the extent of the problem.

According to CNBC, Mr. Dykstra claims that the insurance company
is balking at his claims, even as he says the tear-up was done
with the help of Fireman's Fund experts.

"Fireman's Fund Insurance Company has been working very hard with
the Dykstras and their attorneys to do everything that we can to
resolve their claims.  The removal of fixtures at the house that
Mr. Dykstra references was not done at our request or even with
our knowledge," CNBC quoted a Fireman's Fund spokesperson as
saying.

Fireman's Fund, CNBC says, has set aside hundreds of thousands of
dollars to fix the house, but there's a dispute over whom the
checks are made out to, as Mr. Dykstra shares an account with his
estranged wife.  Fireman's Fund said that it's already providing a
temporary residence for the Dykstras, and that Mrs. Dykstra is
living there, CNBC relates.  According to the report, Mr. Dykstra
wants his own place, but since they have a joint account, they're
only being provided with a joint temporary residence.

CNBC reports that Mr. Dykstra claims that he has been "living in
his car," and also stayed in the lobby of a Westwood hotel.

Westlake Village, California-based Lenny Dykstra is a former Major
League Baseball All-Star.  He was center fielder for the New York
Mets and Philadelphia Phillies.  He filed for Chapter 11
bankruptcy protection on July 7, 2009 (Bankr. C.D. Calif. Case No.
09-18409).  M Jonathan Hayes, Esq., at the Law Office of M
Jonathan Hayes in Northridge, California, assists the Debtor in
his restructuring efforts.  The Debtor listed up to $50,000 in
assets and $10,000,001 to $50,000,000 in debts.


LUMINENT MORTGAGE: Merrill Wins Dismissal of Fraud Suit
-------------------------------------------------------
According to reporting by Sophia Pearson at Bloomberg, Bank of
America Corp.'s Merrill Lynch unit won dismissal of a lawsuit
filed by Luminent Mortgage Capital Inc.

In December 2007, Luminent Mortgage filed a suit against Merrill
Lynch & Co., et al., before the U.S. District Court for the
Eastern District of Pennsylvania, Philadelphia (Case No. 07-5423),
accusing the firm of misrepresenting the risks of mortgage-backed
securities, Bloomberg reported.  According to the report, Merrill,
then the third-largest U.S. securities firm, allegedly packaged
the securities it sold to Luminent in 2005 as A-rated and backed
by prime-quality collateral, according to the complaint.

District Judge R. Barclay Surrick, however, ruled that Luminent
failed to show evidence of fraud and failed to allege an economic
loss.  "Plaintiffs allege no facts that would distinguish
defendants' conduct from simple negligence or that would suggest
recklessness or intent to defraud," Judge Surrick wrote in the
opinion, according to Bloomberg.

                        About Luminent Mortgage

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE), is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies.  Under its Residential Mortgage Credit strategy, the
company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent and nine subsidiaries filed on September 5, 2008, for
relief under Chapter 11 of the U.S Bankruptcy Code in the United
States Bankruptcy Court for the District of Maryland, Baltimore
Division (Lead Case No. 08-21389).  Immediately prior to the
filing, the Debtor executed a Plan Support and Forbearance
Agreement with secured creditor Arco Capital Corp., Ltd., WAMU
Capital Corp. and convertible noteholders representing 100% of the
outstanding principal amount of its convertible notes.

Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, represents
the Debtors as counsel.  The U.S. Trustee for Region 4 appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  Jeffrey Neil Rothleder, Esq., at Arent Fox LLP,
represents the Creditors Committee as counsel.

As reported by the Troubled Company Reporter on July 20, 2009,
Luminent Mortgage said that its second amended joint plan of
reorganization became effective and it has emerged from Chapter 11
protection.  The U.S. Bankruptcy Court for the District of
Maryland confirmed the Debtor's plan on June 30, 2009.


LUXURY OUTER: Meeting of Creditors Scheduled for September 18
-------------------------------------------------------------
U.S. Bankruptcy Administrator for the Eastern District of North
Carolina will convene a meeting of creditors in Luxury Outer Banks
Homes, LLC's Chapter 11 case on Sept. 18, 2009, at 10:00 a.m.  The
meeting will be held at the USBA Creditors Meeting Room, 1760 B
Parkwood Blvd., Wilson, North Carolina.

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.

Kill Devil Hills, North Carolina-based Luxury Outer Banks Homes,
LLC filed for Chapter 11 on Aug. 10, 2009 (Bankr. E. D. N.C. Case
No. 09-06678).  Trawick H. Stubbs Jr., Esq., at Stubbs & Perdue,
P.A., 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.


LUXURY OUTER: Files Amended List of 20 Largest Unsecured Creditors
------------------------------------------------------------------
Luxury Outer Banks Homes LLC filed with the U.S. Bankruptcy Court
for the Eastern District of North Carolina an amended list of 20
largest unsecured creditors.

A full-text copy of the Debtor's creditors list is available for
free at http://ResearchArchives.com/t/s?4316

Headquartered in Kill Devil Hills, North Carolina, Luxury Outer
Banks Homes LLC filed for Chapter 11 protection on August 10, 2009
(Bankr. E.D. N.C. Case No. 09-06678).  Trawick H. Stubbs Jr.,
Esq., at Stubbs & Perdue, P.A., represents the Debtor.  The Debtor
both listed assets and debt between $10 million and $50 million.


LUXURY OUTER: Wants to Access Rental Payments for its Properties
----------------------------------------------------------------
Luxury Outer Banks Homes, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of North Carolina for permission to use cash
securing repayment of loan with its creditors.

The Debtor said that in order to maintain existing operations and
retain maximum value of its business, it will be required to incur
operating expenses.

The income generated from the Debtor's rental property business
may constitute cash collateral of American Home Mortgage, Bank of
America Home Loans fka countrywide, J.P. Morgan Chase Bank fka
Washington Mutual Bank, Selective Portfolio Servicing, inc., First
bank fka Cooperative Bank, Aurora Loan Services, and the Bank of
Currituck.

The security interests purported to be perfected are:

   a) America Home Loans have a perfected security interest in the
      Debtor's rental income in 105 LaLa Court and 143 Buffell
      Head, Duck, North Carolina;

   b) Bank of America Home Loans have a perfected security
      interest in the Debtor's rental income in 143 Buffell Head,
      Duck, North Carolina;

   c) J.P. Morgan Chase Bank have a perfected security interest in
      the Debtor's rental income in 807 North Virginia Trail, 1615
      North Virginia Trail, 1613 North Virginia Trail, 107 East
      landing Drive, Kill Devil Hills, North Carolina, and 1340
      Duck Road, North Carolina;

   d) Selective Portfolio Servicing, Inc. have a perfected
      security interest in the Debtor's rental income in 120 Four
      Season Lane, Duck, North Carolina;

   e) First Bank have a perfected security interest in the
      Debtor's rental income in 223 Hicks Bay Lane, Corolla, North
      Carolina, 118 Wood Duck, 116 Buffell Head, and 116
      Scarborough Lane, Duck, North Carolina;

   f) Aurora Loan Services have a perfected security interest in
      the Debtor's rental income in 107 East landing Drive and 116
      Duchess Court, Kill Devil Hills, North Carolina;

   g) The Bank of Currituck have a perfected security interest in
      the Debtor's rental income in 764 Cormorant Trial, Corolla,
      North Carolina.

Many of the Debtor's rental operations are performed by Carolina
Designs Realty, Inc.  On the petition date, Carolina Designs had
funds on hand derived from deposits and rental income paid by
tenants which had not yet paid to the Debtor.

The Debtor proposes to maintain one or more debtor-in-possession
bank accounts, into which it will deposit all cash, checks and
other cash items.

Kill Devil Hills, North Carolina-based Luxury Outer Banks Homes,
LLC, filed for Chapter 11 on Aug. 10, 2009 (Bankr. E.D. N.C. Case
No. 09-06678).  Trawick H. Stubbs Jr., Esq., at Stubbs & Perdue,
P.A., 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.


M/I HOMES: S&P Changes Outlook to Stable, Affirms 'B' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Columbus, Ohio-based M/I Homes Inc. to stable from negative,
reflecting S&P's view that the company is positioned to improve
its profitability over the intermediate term.  S&P also affirmed
its ratings on the company, including S&P's 'B-' corporate credit
rating.

"Our ratings on M/I Homes Inc. reflect a somewhat constrained
liquidity profile, though near-term capital needs appear
manageable.  Additionally, it appears that the company has been
increasing its market share, particularly in its Midwest region,"
said credit analyst James Fielding.  "Second-quarter closings were
higher year-over-year and the company's operating loss narrowed
considerably.  Furthermore, new orders were up sharply and have
improved at a much quicker pace relative to peers, albeit off a
smaller base."

The stable outlook acknowledges the homebuilder's improved sales
momentum and anticipates gradually narrowing losses over the next
several quarters.  S&P does not anticipate raising its ratings
within the next year, given S&P's view that the company will not
be in a position to report consistently profitable operations
until possibly late in 2010.  However, S&P would consider revising
its outlook back to negative or lowering S&P's ratings if its base
case assumptions for the housing industry prove optimistic and
conditions worsen.  S&P's outlook and/or ratings would be
particularly vulnerable if weaker-than-anticipated conditions
result in accelerated impairments and increasing covenant
pressure.


MACTEC INC: Moody's Affirms Corporate Family Rating at 'B2'
-----------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating of MACTEC, Inc., and changed the rating outlook to stable
from negative.  The company's first lien bank debt ratings have
been upgraded to Ba3 from B1.

The stabilized outlook reflects a view that MACTEC's cost
reductions, coupled with progress made in expanding sales to the
federal sector, and 2009 backlog gains, should help sustain credit
metrics in line with the B2 rating.  The outlook contemplates that
although the company may ultimately be paid on a large project
receivable outstanding since 2007, the potential write-off remains
an earnings and potential bank covenant compliance concern.
However, in Moody's view the write-off risk should be manageable
within the B2 context based on steps MACTEC has taken to increase
recovery prospects, relatively good performance thus far during
the recession, and expectation of further backlog increases as
fiscal stimulus projects unfold.

The B2 rating reflects the company's small size and exposure to
weak, cyclical construction markets against an adequate liquidity
profile, moderate leverage, profitability and good cash flow
generation.

Based on application of Moody's Loss Given Default methodology and
first lien debt prepayments, MACTEC's first lien debt ratings have
been upgraded.  The ratings are:

* Corporate family B2

* Probability of default B3

* $35 million first lien revolver due July 2011 to Ba3 LGD 2, 18%
  from B1 LGD 2, 24%

* $96 million first lien term loan due July 2012 to Ba3 LGD 2, 18%
  from B1 LGD 2, 24%

Moody's last rating action on MACTEC occurred July 8, 2008, when
the outlook was changed to negative from stable.

MACTEC Inc. is a privately held, Alpharetta, Georgia-based
provider of comprehensive environmental, design and consulting
engineering, infrastructure and construction management services
to governmental, commercial, and industrial entities in the United
States.  Its 2008 net revenues were approximately $330 million.


MAGNA ENTERTAINMENT: Sept. 8 Auction Slated for Remington Park
--------------------------------------------------------------
Magna Entertainment Corp. and its affiliates won approval from the
U.S. Bankruptcy Court for the District of Delaware to conduct an
auction for its Remington Park track in Oklahoma.  At the auction,
Global Gaming RP, LLC, will be the stalking horse bidder with its
$80,250,000 offer, subject to adjustments.

An auction will be held September 8, if other bids are received by
September 4.  The Debtors will seek approval of the sale of
Remington park on September 14.

In the event Global Gaming loses at the auction, it will receive a
break-up fee of $1,605,000, plus an expense reimbursement of up to
$500,000.

Pursuant to the purchase agreement, the sale may be terminated by
either the purchaser or the sellers, if the sale order is not
entered by the Bankruptcy Court on or prior to September 15, 2009.
The sale may also be terminated by purchaser if the Bankruptcy
Court will not have entered (i) the procedures order on or before
August 31, 2009, or (ii) the sale order on or before October 31,
2009.

Remington Park is situated on roughly 370 acres adjacent to
Interstates 34 and 44 in Oklahoma City, Oklahoma, and is owned by
Remington Park, Inc.  In 2008, Remington Park's racing schedule
consisted of two meets totaling 117 days of live racing days,
which included a 50 day quarter horse meet from mid-March through
early June and a 67 day throughbred meet from mid-August through
mid-December 2008.

The real property underlying Remington Park is leased from the
Oklahoma Zoological Trust, pursuant to a lease which extends
through 2013, with options to renew until 2063 in ten-year
increments.  Remington Park's facilities include a grandstand with
seating for roughly 20,000 customers, 21 suites for corporate and
group events, a one-mile dirt track, a 7/8-mile turf course,
stalls for roughly 1,400 horses, lighting to permit night racing
and parking facilities sufficient to accommodate approximately
8,000 cars.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAGNA ENTERTAINMENT: Track Fined $800,000 for Security Failure
--------------------------------------------------------------
The Department of Business and Professional Regulation has fined
Magna Entertainment Corp.'s Gulfstream Park racino $800,000, after
it was found out that workers were able to steal almost $290,000
in slot machine winnings in 2007 by using promotional cards, Ray
Poirier at Gaming Today reports.

According to Gaming Today, the Gulfstream Park management fired
six employees.  Gaming Today relates that an employee was
convicted of cheating and organized fraud.

Florida officials also determined that the racino owed the state
$144,000 in back taxes, Gaming Today states.

        Magna Entertainment's Ninth Default Status Report

Magna Entertainment has filed its ninth bi-weekly default status
report under National Policy 12-203 of the Canadian Securities
Administrators, pursuant to which the Company said that it would
not be filing its Annual Report on Form 10-K for the fiscal year
ended December 31, 2008, nor would it be filing quarterly reports
on Form 10-Q, with the U.S. Securities and Exchange Commission or
the Canadian securities regulators during the period it continues
to operate its business as a debtor-in-possession under the United
States Bankruptcy Code.

Since announcing the original notice of default on March 26, 2009,
and filing its first default status report on April 7, 2009, Magna
Entertainment's second default status report on April 28, 2009,
its third default status report on May 29, 2009, its fourth
default status report on June 12, 2009, its fifth default status
report on June 26, 2009, its sixth status report on July 10, 2009,
its seventh status report on July 24, 2009, and its eighth on
August 7, 2009, there have not been any material changes to the
information contained therein, nor any failure by MEC to fulfill
its intentions stated therein, and there are no additional
defaults or anticipated defaults subsequent thereto.  The Company
will file its next default status report on September 5, 2009.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAGNA ENTERTAINMENT: MID Hikes DIP Loan by $28 Million
------------------------------------------------------
MI Developments Inc. said August 26 that the terms of the secured
debtor-in-possession financing facility being provided by a
wholly-owned subsidiary of MID to Magna Entertainment Corp. and
certain of its subsidiaries have been conditionally amended to,
among other things, increase the principal amount available
thereunder by up to US$28 million from up to US$38.4 million to up
to US$66.4 million and extend the maturity from November 2, 2009
to April 30, 2010.

Under the Amended DIP Financing, MEC must use its best efforts to
market and sell all its assets, including seeking stalking horse
bidders, conducting auctions and obtaining sales orders from the
U.S. Bankruptcy Court.  MID has indicated that it does not intend
to bid on any of the following MEC assets: AmTote International,
Inc., Dixon, Lone Star Park, Ocala, Portland Meadows, Remington
Park, Thistledown or XpressBet, Inc.  With respect to Golden Gate
Fields, Gulfstream Park, Maryland Jockey Club and Santa Anita
Park, MID has indicated that it is continuing to evaluate all of
its alternatives, which may include MID entering into a stalking
horse purchase agreement for one or more of such assets in the
event that MEC receives no other stalking horse bids acceptable to
MEC.

If certain asset sale milestones are not satisfied, there will be
an event of default or an additional arrangement fee will be
payable by MEC.  The other fees and the interest rate payable by
MEC to MID under the Amended DIP Financing will remain the same as
under the current debtor-in-possession financing facility.

All advances under the Amended DIP Financing must be made in
accordance with an approved budget.  No advances under the Amended
DIP Financing will be made prior to October 1, 2009.  In addition,
the Amended DIP Financing is subject to (i) the Ontario Securities
Commission having held its hearing currently scheduled to commence
on September 9, 2009 regarding MID's ability to rely on certain
exemptions under Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions, and rendering a
decision in favour of MID at or following the conclusion of that
hearing and (ii) MEC obtaining the entry of an order by the U.S.
Bankruptcy Court approving the Amended DIP Financing.

The Board of Directors of MID approved the Amended DIP Financing
after considering, among other things, a favourable recommendation
from a Special Committee of independent directors, which received
independent financial and legal advice.  The restructuring of MEC
under the protection of Chapter 11 is subject to certain material
conditions, some of which are beyond MEC's and MID's control.

                           About MID

MID (TSX: MIM.A, MIM.B; NYSE: MIM) is a real estate operating
company engaged primarily in the acquisition, development,
construction, leasing, management, and ownership of a
predominantly industrial rental portfolio leased primarily to
Magna International Inc. and its subsidiaries in North America and
Europe.  MID also acquires land that it intends to develop for
mixed-use and residential projects. MID holds a majority equity
interest in MEC, an owner and operator of horse racetracks, and a
supplier, via simulcasting, of live horseracing content to the
inter-track, off-track and account wagering markets.  MEC has
filed a voluntary petition for reorganization under Chapter 11 of
the U.S. Bankruptcy Code.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAGNACHIP SEMICON: Creditors Sue UBS to Protect Foreign Units
-------------------------------------------------------------
The official committee of unsecured creditors of MagnaChip
SemiConductor LLC on August 25 filed a Chapter 11 plan to
reorganize MagnaChip.  The Creditors Committee filed its own plan,
citing that the plan proposed by the Debtors does not maximize
recovery by creditors.  MagnaChip's plan contemplates the sale of
most of its non-debtor foreign subsidiaries.

According to the Creditors Committee, units of UBS AG, as agent
for the lenders, after the filing of Committee's plan to
reorganize the Debtors, may seek to foreclose on the assets of the
foreign units, which are not under bankruptcy protection.

Accordingly, the Creditors Committee filed with the Bankruptcy
Court a complaint against the UBS units, and Korean Exchange Bank,
in order to stay or enjoin them from pursuing remedies against the
non-debtor foreign assets.  The Creditors Committee contends that
allowing the lenders to foreclose would have "devastating and
irreparable" impact on the Chapter 11 proceedings and Committee
Plan.

A copy of the Complaint is available for free at:

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

                         The Committee Plan

The Official Committee of Unsecured Creditors filed a proposed
Chapter 11 plan for MagnaChip.  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 US$95 million, (b) the
distribution of 5% of the new stock and rights to participate in a
US$25 million offering for new common stock to holders of second
lien notes aggregating US$500 million, (d) distribution, as a
"gift" from second lien noteholders, cash equivalent to 10% of
their allowed claims to holders of unsecured claims expected to
aggregate US$3.23 million, (e) distribution, as a "gift" from
second lien noteholders, of 1% of the new stock plus warrants to
purchase 5% of the New stock with a strike price equivalent to a
US$600 million total enterprise value to holders of US$250 million
subordinated notes claims.

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

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

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

Judge 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
    US$95 Million         of the sale

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

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

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

                   About MagnaChip Semiconductor

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

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


MAJESTIC STAR: June 30 Balance Sheet Upside-Down by $343 Million
----------------------------------------------------------------
The Majestic Star Casino, LLC's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
749.55 million, resulting in a members' deficit of
$343.13 million.

For three months ended June 30, 2009, the Company posted a net
loss of $10.32 million compared with a net loss of $8.19 million.
For six months ended June 30, 2009, the Company posted a net loss
of $23.56 million compared with a net loss of $15.55 million for
the same period in 2008.

The Company said there is substantial doubt about its ability to
continue as a going concern.  The Company had unrestricted cash
and cash equivalents of $62.5. million at June 30, 2009, compared
to $57.7 million at Dec. 31, 2008.  The Company's decision to not
make the October 2008 and April 2009 interest payments of
$24.00 million, in the aggregate for each payment due date, on the
senior secured notes and senior notes has contributed to its
June 30, 2009, and Dec. 31, 2008, unrestricted cash balances.

The Company had a net working capital deficit and have utilized
the availability on its senior secured credit facility to fund its
working capital requirements well as the semi-annual interest
payment on its senior secured notes and senior notes.  The agent
under its senior secured credit facility requested a pay down on
the senior secured credit facility, citing the significant
difference between the amount allowed to be outstanding and the
actual amount outstanding.  The Company may make a pay down to the
lenders under the senior secured credit facility.  At June 30,
2009, the Company had negative working capital of $666.6 million
due, classifying all its debt as current liabilities in the
condensed consolidated balance sheet as of June 30, 2009.

The Company engaged financial advisors to assist in the evaluation
of a broad range of financial and strategic alternatives aimed at
addressing trends in the Company's operating results and financial
position.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4313

                       About Majestic Star

The Majestic Star Casino, LLC, is a wholly owned subsidiary of
Majestic Holdco, LLC, which is a wholly owned subsidiary of Barden
Development, Inc.  The Company was formed on December 8, 1993, as
an Indiana limited liability company to provide gaming and related
entertainment to the public.  The Company commenced gaming
operations in the City of Gary at Buffington Harbor, located in
Lake County, Indiana on June 7, 1996.  The Company is a multi-
jurisdictional gaming company with operations in three states --
Indiana, Mississippi and Colorado.


MASHANTUCKET WESTERN: To Seek Debt Restructuring, Taps Advisors
---------------------------------------------------------------
Mashantucket Western Pequot Tribe, the owner of Foxwoods Resort
Casino in southeastern Connecticut, has engaged financial advisors
and intends to seek to restructure its outstanding debt, various
reports say.  Bloomberg News, citing people with knowledge of the
situation, reported that Mashantucket has submitted a plan to
creditors to restructure at least $1.45 billion.  Miller Buckfire
& Co., a New York investment bank, has been tapped as advisor,
according to Bloomberg's source.

Foxwoods, Bloomberg relates, may become the biggest tribal casino
company to default.  According to Bloomberg, the operation has
lost business to the recession and competition from new casinos
and racetracks with slot machine-style video-lottery terminals in
nearby states.   Slot revenue fell 13% in July, the casino said on
Aug. 14.

Mashantucket has a $700 million revolver loan due in July 2010,
$500 million in 8.5% bonds that mature in 2015 and $250 million of
5.912 percent bonds due in 2021, according to data compiled by
Bloomberg.

"They can't do the types of things other debtors can in a
restructure," Megan Neuburger, an analyst at Fitch Ratings in
New York, said in an interview with Bloomberg.  "Tribal casinos
can't do a debt-for-equity swap.  They can't raise cash by selling
off assets on tribal land" to repay creditors.

                      About Mashantucket Western

The Mashantucket Western Pequot Time operates Foxwoods Resort
Casino, the largest casino in the North America, with 340,000
square feet of gaming space in a complex that covers 4.7 million
square feet.  Opened in 1986, Foxwoods, the world's second largest
resort-casino, comprises six casinos that collectively offer more
than 6,200 slot machines and an incredible 380 tables for 17
different types of table games, including 100 for poker.  There's
a luxurious, high-tech Race Book, as well as the world's largest
Bingo Hall.


MASHANTUCKET WESTERN: Cut 4 Notches to 'CCC' by S&P
---------------------------------------------------
Standard & Poor's Ratings Services on August 26 lowered its
ratings on the Mashantucket Western Pequot Tribe, the owner of
Foxwoods Resort Casino in southeastern Connecticut.  The issuer
credit rating was lowered to 'CCC' from 'B+'. At the same time,
this rating, along with all ratings on the Tribe's uninsured debt,
were placed on CreditWatch with negative implications.

The downgrade and CreditWatch placement follow various reports
that the Tribe has engaged financial advisors and intends to seek
to restructure its outstanding debt.

"In resolving the CreditWatch listing, we will monitor the
progress toward a potential debt restructuring and discuss short-
and intermediate-term business strategies with the Tribe and
Foxwoods management once they have determined a course of action,"
said Standard & Poor's credit analyst Melissa Long.


MAXXAM INC: To Adopt 1-for-250 Reverse Stock Split
--------------------------------------------------
MAXXAM Inc. will convene, as promptly as practicable, a special
meeting of its stockholders to approve, subject to final action by
the Board of Directors of MAXXAM Inc., a 1-for-250 reverse stock
split of the Company's common stock and preferred stock.  The
purpose of the reverse stock split is to reduce the number of
holders of record of MAXXAM common stock below 300, which will
permit the Company to suspend its reporting obligations and
deregister its common stock under the Securities Exchange Act of
1934, as amended.  Terminating the Company's status as a public
company will allow the Company to realize substantial cost savings
on an ongoing basis.

In the reverse stock split:

     -- Stockholders who own fewer than 250 shares of common stock
        or preferred stock on the effective date will be entitled
        to receive cash (without interest) in the amount of $10.77
        for each share of common stock and $11.52 for each share
        of preferred stock they own.

     -- Stockholders who own 250 or more shares of common stock or
        preferred stock on the effective date will remain
        stockholders, will continue to own one whole share of
        common stock or preferred stock for each 250 shares they
        previously owned, and will be entitled to receive the cash
        payments, if applicable.

     -- For stockholders who own one or more shares of common
        stock or preferred stock after the reverse stock split,
        fractional shares will not be issued.  Instead, those
        holders will be entitled to receive cash (without
        interest) in the amount of $10.77 for each share of common
        stock and $11.52 for each share of preferred stock, in
        each case for the number of shares they previously owned
        in excess of 250 or any multiple of 250.

The Company expects to cash out roughly 3% of its outstanding
shares in the reverse stock split.

Houston, Texas-based MAXXAM Inc. (NYSE Amex:  MXM) currently
conducts the substantial portion of its operations through its
subsidiaries, which operate in two industries -- Residential and
commercial real estate investment and development (primarily in
second home or seasonal home communities), through MAXXAM Property
Company and other wholly owned subsidiaries of the Company, as
well as joint ventures; and racing operations, through Sam Houston
Race Park, Ltd. a Texas limited partnership wholly owned by the
Company, which owns and operates a Texas Class 1 pari-mutuel horse
racing facility in the greater Houston metropolitan area, and a
pari-mutuel greyhound racing facility in Harlingen, Texas.

As of June 30, 2009, the Company had $370.3 million in total
assets and $778.6 million in total liabilities, resulting in
$408.3 million in stockholders' deficit

                       Going Concern Doubt

As reported by the Troubled Company Reporter on April 7, 2009,
Grant Thornton LLP said the uncertainty surrounding the real
estate industry and the ultimate outcome of proceedings involving
MAXXAM Inc.'s former unit, Pacific Lumber Company, and their
effect on the Company, as well as the Company's operating losses
raise substantial doubt about the ability of the Company to
continue as a going concern.


MERCER INT'L: No Notes Tendered, Exchange Offer Moved to Sept. 9
----------------------------------------------------------------
Mercer International Inc. has further extended its exchange offer
for any and all of its outstanding 8.5% Convertible Senior
Subordinated Notes due 2010.  The Exchange Offer, previously
scheduled to expire at 5:00 p.m., New York City time, August 25,
2009, will now expire at 5:00 p.m., New York City time, on
September 9, 2009, unless further extended or amended. All other
terms and conditions of the Exchange Offer remain unchanged.

As of 5:00 p.m., New York City time, on August 25, 2009, no Old
Notes had been tendered for exchange.

Questions about the Exchange Offer or requests for additional
copies of the Exchange Offer documentation may be directed to the
Information Agent for the Exchange Offer, Georgeson Inc., at 1-
800-267-4403 (toll free).

As reported by the Troubled Company Reporter on July 16, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level rating on Mercer International.  S&P
lowered the corporate credit rating to 'CC' from 'B-' and lowered
the rating on the senior unsecured debt to 'CC' from 'B-'.  The
rating outlook is negative.

The rating downgrade followed Mercer's exchange offer
announcement.  Approximately $67.3 million was outstanding under
the old notes at March 31, 2009.  Under the terms of the proposed
transaction, Mercer is offering to exchange each $1,000 principal
amount of the old notes for:

     * 129 shares of Mercer common stock, plus

     * A premium of $200 in principal amount of new 3% convertible
       senior subordinated notes due 2012 (new notes); and

     * Accrued and unpaid interest to, but excluding, the
       settlement date.

"The rating downgrade reflects S&P's view that the exchange is
tantamount to a default given Mercer's highly leveraged financial
profile," said Standard & Poor's credit analyst Andy Sookram.

Mercer International Inc. (Nasdaq: MERC, TSX: MRI.U) --
http://www.mercerint.com/-- is a global pulp manufacturing
company.


MERCER INT'L: Zellstoff Unit Completes EUR40.0MM Loan Refinancing
-----------------------------------------------------------------
Mercer International Inc.'s wholly owned subsidiary, Zellstoff-und
Papierfabrik Rosenthal GmbH -- the owner and operator of the
Company's Rosenthal mill -- on August 19, 2009, completed the
refinancing of its EUR40.0 million revolving capital facility with
a new revolving working capital facility in a maximum amount of
EUR25.0 million.

The New Facility is established pursuant a credit agreement dated
August 19, 2009, with Bayerische Hypo-Und Vereinsbank AG.

In connection with the New Facility, Rosenthal also arranged a
term loan pursuant to a term loan agreement with HVB in the amount
of EUR4,354,453.14 for the financing of a capital expenditure
project at the Rosenthal mill.

The New Facility provides for a maximum EUR25.0 million revolving
line of credit for working capital and general corporate purposes
and may be utilized by way of cash advances or advances by way of
letter of credit or bank guarantees.  It also provides Rosenthal
with a hedging facility relating to the hedging of the interest,
currency and pulp prices as they affect Rosenthal pursuant to a
strategy agreed to by Rosenthal and the Lender from time to time.

The New Facility matures on December 31, 2012.

The interest payable on cash advances is EURIBOR plus 3.50% plus
certain other costs incurred by the Lender in connection with the
New Facility.  Each cash advance is to be repaid on the last day
of the respective interest period and each advance by way of a
letter of credit or bank guarantee shall be repaid on the
applicable expiry date of such letter of credit or bank guarantee
with all advances becoming due on the termination date.  An
interest period for cash advances shall be one, three or six
months or any other period as Rosenthal and the Lender may
determine.  There is also a 1.10% per annum commitment fee on the
unused and uncancelled amount of the New Facility which is payable
semi-annually in arrears.

The Credit Agreement contains a number of positive and negative
covenants customary to credit agreements of this nature, including
several financial covenants.  Under the New Facility, the
Rosenthal mill must not exceed a ratio of net debt to EBITDA of
3:1 in any 12-month period and must maintain a ratio of EBITDA to
interest expense equal to or in excess of 1.2:1 for each 12- month
period.  Additionally, the ratio of current assets to current
liabilities must equal or exceed 1.1:1.

The Credit Agreement also contains restrictions on the ability of
Rosenthal to incur further indebtedness other than certain
permitted indebtedness, grant further liens over its property,
undergo fundamental changes to its structure, make certain
investments, loans, advances, guarantees and acquisitions make or
undertake other restricted activities specified in the Credit
Agreement.

The New Facility is secured by a first fixed charge on the
inventories, receivables and accounts of Rosenthal.

The Term Loan, which matures on February 28, 2010, will be used by
Rosenthal for the financing of up to 85% of a wash press project
at the Rosenthal mill.  The interest payable on amounts disbursed
and outstanding under the Term Loan is EURIBOR plus 2.75% per
annum and is payable on the basis of six month interest periods.
The Term Loan Agreement also provides for a commitment fee of
1.00% per annum on the available and undisbursed portion of the
Term Loan and a management fee at a flat rate of 1.50% on the full
amount of the Term Loan.

A full-text copy of the Revolving Credit Facility Agreement among
D&Z Holding GmbH, Zellstoff-und Papierfabrik Rosenthal GmbH, D&Z
Beteiligungs GmbH, ZPR Logistik GmbH and Bayerische Hypo-und
Vereinsbank AG dated August 19, 2009, is available at no charge
at:

              http://ResearchArchives.com/t/s?432a

A full-text copy of the Loan Agreement between Zellstoff-und
Papierfabrik Rosenthal GmbH and Bayerische Hypo-und Vereinsbank AG
dated August 19, 2009, is available at no charge at:

              http://ResearchArchives.com/t/s?432b

As reported by the Troubled Company Reporter on July 16, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level rating on Mercer International.  S&P
lowered the corporate credit rating to 'CC' from 'B-' and lowered
the rating on the senior unsecured debt to 'CC' from 'B-'.  The
rating outlook is negative.

The rating downgrade followed Mercer's exchange offer
announcement.  Approximately $67.3 million was outstanding under
the old notes at March 31, 2009.  Under the terms of the proposed
transaction, Mercer is offering to exchange each $1,000 principal
amount of the old notes for:

     * 129 shares of Mercer common stock, plus

     * A premium of $200 in principal amount of new 3% convertible
       senior subordinated notes due 2012 (new notes); and

     * Accrued and unpaid interest to, but excluding, the
       settlement date.

"The rating downgrade reflects S&P's view that the exchange is
tantamount to a default given Mercer's highly leveraged financial
profile," said Standard & Poor's credit analyst Andy Sookram.

Mercer International Inc. (Nasdaq: MERC, TSX: MRI.U) --
http://www.mercerint.com/-- is a global pulp manufacturing
company.


MJ OLLEY INC: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MJ Olley Inc.
        92 North Ramapo Avenue
        Mahwah, NJ 07430

Bankruptcy Case No.: 09-32187

Chapter 11 Petition Date: August 25, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Debtor's Counsel: O. Gene Hurst, Esq.
                  1088 Raritan Road
                  Clark, NJ 07066-2557
                  Tel: (732) 382-6748
                  Email: oghurst@aol.com

Total Assets: $920,876

Total Debts: $1,339,462

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

            http://bankrupt.com/misc/njb09-32187.pdf

The petition was signed by Michael Olley, president of the
Company.


MYRTLE GROVE PROPERTIES: Case Summary & 4 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Myrtle Grove Properties, LLC
        c/o Bill Cockett
        247 West Main Street
        Mountain City, TN 37683

Bankruptcy Case No.: 09-52329

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Doe Mountain Development Group, Inc.               09-52330
Doe Mountain Investments, LLC                      09-52331

Chapter 11 Petition Date: August 25, 2009

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

Debtor's Counsel: Paul E. Jennings, Esq.
                  805 S. Church Street, Ste. 3
                  Murfreesboro, TN 37130
                  Tel: (615) 895-7200
                  Fax: (615) 895-7294
                  Email: paulejennings@bellsouth.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 4 largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/tneb09-52329.pdf

The petition was signed by Charles Ausburn, managing member of the
Company.


NR GROUP: City Must Decide on Alexander Fulton by End of Month
--------------------------------------------------------------
Alexandria Mayor Jacques M. Roy said that the city must decide its
next course of action with the Alexander Fulton Inn, as its
management agreement with Fred Rosenfeld and B.K. Fulton
Management LLC expires on August 31, Bret H. McCormick at The Town
Talk reports.

According to The Town Talk, the management group and Alexandria
decided to end their partnership after a federal bankruptcy judge
put B.K. Fulton Management in charge of Alexander Fulton's
operations in December 2008.

The Town Talk relates that Alexandria is in the process of looking
at proposals aimed at revitalizing the downtown hotel situation,
which has seen the city take over operations of Alexander Fulton
while the Hotel Bentley remains closed.

Mayor Roy hopes that a management group will take over Alexander
Fulton, the Bentley and the Alexandria Riverfront Center, The Town
Talk states.

The Town Talk says that Alexandria could continue to operate
Alexander Fulton, finding a new interim management partner, or
close the hotel's doors temporarily.  Closing Alexander Fulton
temporarily may be "the clearest option", The Town Talk relates,
citing Mayor Roy.

Capital One Bank, according to The Town Talk, could exercise its
right to auction the hotel building.  Capital One has been paying
the Fulton management group $15,000 per month to run Alexander
Fulton and is the mortgage holder on Fulton's lodging tower, the
report states.


The Alexander Fulton Hotel, through its owner the NR Group, LLC,
filed for Chapter 11 bankruptcy protection on November 14, 2008
(Bankr. W.D. La. Case No. 08-81329).  Wade N. Kelly, who has an
office in Louisiana, assists the Alexandria, Louisiana-based group
in its restructuring efforts.  NR listed $1,000,001 to $10,000,000
in assets and $1,000,001 to $10,000,000 in liabilities.


OCALA FUNDING: S&P Downgrades Ratings on Liquidity Notes to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Ocala
Funding LLC's asset-backed commercial paper secured liquidity
notes and subordinated notes to 'D'.

Ocala, administered by Taylor, Bean & Whitaker Mortgage Corp., is
a single-seller whole-loan mortgage warehouse conduit.  Taylor
Bean, the seller and servicer of the loans Ocala funds, announced
on Aug. 24, 2009, that it had filed for Chapter 11 bankruptcy
protection.

On Aug. 4, 2009, the U.S. Department of Housing and Urban
Development, Freddie Mac and Ginnie Mae, revoked Taylor Bean's
approved seller status.  On Aug. 10, 2009, Bank of America N.A.,
the successor to LaSalle Bank N.A. as indenture trustee, declared
an indenture event of default stating that the notes were due and
payable because of Taylor Bean's loss of approved seller status.
Accordingly, the trustee has confirmed that the SLN extension
provisions were not triggered following Ocala's failure to repay
the SLNs on their Aug. 20, 2009, expected maturity date.  The
trustee has confirmed that the SLNs remain unpaid, and that the
Aug. 20, 2009, interest payment on the subordinated notes was not
made.

                         Ratings Lowered

                        Ocala Funding LLC

                                         Rating
                                         ------
               Debt Type                To      From
               ---------                --      ----
               SLNs                     D       A-1
               Subordinated notes       D       BBB


ONE LAND: Files Chapter 11 in California
----------------------------------------
One Land LLC filed a Chapter 11 petition in Woodland Hills,
California.  One Land owns the Country Inn & Suites in Calabasas,
California.  The petition says the hotel is worth $15 million,
more than the secured debt of $14.1 million. Claims, including
unsecured, total $15.2 million.

One Land filed for Chapter 11 on August 24 (Bankr. C.D. Calif.
Case No. 09-20989).  Robert M. Yaspan, Esq., represents the Debtor
in its restructuring effort.


ONE REALCO: Files List of 28 Largest Unsecured Creditors
--------------------------------------------------------
One Realco Land Holdings, Inc., filed with the U.S. Bankruptcy
Court for the Northern District of Texas a list of its largest
unsecured creditors, disclosing:

     Entity
     ------
American Realty Investors
1800 Valley View Lane, Suite 300
Dallas, TX 75234

Arvest Bank
P.O. Box 809
Rogers, AR 72737-0809

Benton County Tax Assessor
215 E. Central Ave., Room 101
Bentonville, AR 72712

Integral Environmental Corp.
1620 E. SH 121 Business, Suite C-100
Lewisville, TX 75056

One Bank & Trust, N.A.
11101 N. Rodney-Parham Rd.
Little Rock, AR 72212-4117

Capitol Lakes Management, LLC
10605-D Maumelle Blvd.
Maumelle, AR 72113

Collin County Tax Assessor Collector
1800 N. Graves St., Suite 170
McKinney, TX 75069

Dallas County Tax Assessor
10056 Marsh Lane
Dallas, TX 75229

Downtown Development, Inc.
1800 Valley View Lane, Suite 300
Dallas, TX 75234

Ewing Enterprises Limited
4464 West Plano Parkway
Plano, TX 75093

Geary, Porter & Donovan, PC
One Bent Tree Tower
16475 Dallas Pkwy, Suite 400
Addison, TX 75001-6837

Graham Mortgage Corporation
3838 Oak Lawn Ave., Suite 1500
Dallas, TX 75219

Internal Revenue Service
Special Procedures Staff
1100 Commerce St.
Stop 5020 DAL
Dallas, TX 75242

John W. DeHaven
c/o Capitol Lakes Management, LLC
10605-D Maumelle Blvd.
Maumelle, AR 72113

Josh Imhoff
901 Main Street, Suite 5500
Dallas, TX 75202

Las Colinas Association
122 W. John Carpenter Freeway, Suite 550
Irving, TX 75039-2098

Liberty Bank of Arkansas fka The Bank of Jonesboro
P.O. Box 7514
Jonesboro, AR 72403

Liberty Bank of Arkansas fka The Bank of Jonesboro
2901 E. Highland Dr.
Jonesboro, AR 72401-6224

National Registered Agents, Inc.
16055 Space Center Blvd., Suite 235
Houston, TX 77062

National Registered Agents, Inc. of AR
455 W. Maurice St.
Hot Springs, AR 71901-6050

One Bank & Trust, N.A.
300 West Capitol Avenue
Little Rock, AR

Pulaski County Tax Assessor
550 Edgewood Suite 580
Maumelle, AR 72113

Robert A. Simon
Barlow, Garsek & Simon, LLP
3815 Lisbon Street
Fort Worth, TX 76107

Stanley R. Langley
Snellgrove, Langley, Culpepper, & Mullally
111 E. Huntington
Jonesboro, AR 72403-1346

Transcontinental Realty Investors,
1800 Valley View Lane,  Suite 300
Dallas, TX 75234

Transcontinental Realty Investors,
c/o National Registered Agents, of Nevada
1000 East William St., Suite 204
Carson City, NV 89701

U.S. Trustee
1100 Commerce St., Room 976
Dallas, TX 75242

Samuel M. Stricklin
Bracewell & Giuliani LLP
1445 Ross Avenue, Suite 3800
Dallas, TX 75202-2711

The list did not disclose the amounts owed to creditors.

Fort Worth, Texas-based, One Realco Land Holdings, Inc. filed for
Chapter 11 on August 3, 2009 (Bankr. N. D. Tex. Case No. 09-
44799).  Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel,
LLP, represents the Debtor in its restructuring efforts.  In its
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in debts.


PACISLATINO VILLAGES: Section 341(a) Meeting Set for September 16
-----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Pacislatino Villages, LLC's Chapter 11 case on Sept. 16, 2009,
at 11:30 a.m.  The meeting will be held at San Jose Room 130 U.S.
Federal Bldg., 280 S. 1st St. No. 130. San Jose, 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.

Milpitas, California-based Pacislatino Villages, LLC, operates a
real estate business.  The Company filed for Chapter 11 on Aug. 7,
2009 (Bankr. N. D. Calif. Case No. 09-56552).  Chris D. Kuhner,
Esq., at Kornfield, Nyberg, Bendes and Kuhner represents the
Debtor in its restructuring efforts.  In its petition, the Debtors
listed total assets of $18,507,752 and total debts of $22,057,027.


PARROT-ICE DRINK: Can Access Bank's Cash Collateral on Interim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Parrot-Ice Drink Products of America Ltd. to use, on an
interim basis, cash collateral of United Central Bank in
accordance to the budgeted pro-forma expense statement.

The Debtor said it requires the use of cash generated from its
operations in order to continue to operate its business, to
maintain a going concern value of the business, and to ensure that
adequate funds are available for normal and customary business
expenses and operating needs.  Proceeds of the cash collateral
will be used to pay utilities, trash collection, insurance and
other ongoing expenses in the ordinary course of the business.

The Debtor will grant to United Central Bank a postpetition
security interest that is superior to all other postpetition
security interests in its rents as adequate protection.

The Debtor owes in excess of $5 million under three promissory
notes from the United Central.

A full-text copy of the cash collateral budget is available for
free at http://ResearchArchives.com/t/s?4317

Based in Houston, Texas, Parrot-Ice Drink Products of America Ltd.
operates a fruit drink manufacturing business.  The company filed
for Chapter 11 protection on August 4, 2009 (Bankr. S.D. Tex. Case
No. 09-35740).  Barbara Mincey Rogers, Esq., at Rogers, Anderson &
Bensey, PLLC, represents the Debtor in its restructuring efforts.
The Debtor posted total assets of $15,790,641 and total debts of
$5,226,509.


PERKINS REALTY: Case Summary 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Perkins Realty, LLC
        Office Suite
        614 Longfellow Street, NW
        Washington, DC 20011

Bankruptcy Case No.: 09-00734

Chapter 11 Petition Date: August 25, 2009

Court: United States Bankruptcy Court
       United States Bankruptcy Court for the District of Columbia
       (Washington, D.C.)

Debtor's Counsel: Jeffrey C. Tuckfelt, Esq.
                  Obergh and Berlin, Suite 300
                  1424 K Street., Northwest
                  Washington, DC 20005-2410
                  Tel: (202) 347-3520
                  Email: tuckfelt1@verizon.net

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

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

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

             http://bankrupt.com/misc/dcb09-00734.pdf

The petition was signed by Byron Perkins, managing member of the
Company.


PHILADELPHIA NEWSPAPERS: Lenders Want Tentative Pact With Union
---------------------------------------------------------------
Maryclaire Dale at The Associated Press Philadelphia Newspapers
L.L.C.'s senior lenders, led by Citizens Bank will ask permission
from the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania to be allowed to negotiate a tentative contract with
the Newspaper Guild, which represents hundreds of writers,
photographers and advertising staff.

According to The AP, the Guild's contract expires on Monday, and
they are angry that current owners haven't started talks or
otherwise show their hand.  The AP relates that a dozen other
unions onsite have agreed to month-to-month extensions of their
contracts, which also expire on Monday.

The AP states that Philadelphia Newspapers' owners have posted
brightly colored "Keep It Local!" stickers on the front pages of
the newspapers and run full-page promotions inside, saying "We
could've said that we gave it our best shot and reluctantly handed
over control to the creditors -- hedge funds and money managers in
New York, Beverly Hills and overseas.  But we made a commitment."

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.


PICCO INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Picco, Inc.
           dba Madangsui
        1296 Palisade Ave
        Fort Lee, NJ 07024

Bankruptcy Case No.: 09-32148

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Duri Inc.                                          09-32149

Chapter 11 Petition Date: August 25, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Eric S. Medina, Esq.
                  Medina Law Firm LLC
                  440 65th Street
                  West New York, NJ 07093
                  Tel: (201) 255-5900
                  Email: emedina@medinafirm.com

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

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

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

             http://bankrupt.com/misc/njb09-32148.pdf

The petition was signed by Yeun Hwa Lee, president of the Company.


PILGRIM'S PRIDE: Equity Committee Taps Brown Rudnick as Co-Counsel
------------------------------------------------------------------
The Official Committee of Equity Security Holders in Pilgrim's
Pride Corp.'s cases seeks the Bankruptcy Court's authority to
retain, effective June 18, 2009, Brown Rudnick LLP as co-counsel.

As co-counsel, Brown Rudnick has agreed to:

  (a) assist and advise the Equity Committee in its discussions
      with the Debtors and other parties-in-interest regarding
      the overall administration of the bankruptcy cases;

  (b) represent the Equity Committee at hearings to be held
      before the Court and communicate with the Equity Committee
      regarding the matters heard and the issues raised as well
      as the decisions and considerations of the Court;

  (c) assist and advise the Equity Committee in its examination
      and analysis of the conduct of the Debtors' affairs;

  (d) review and analyze pleadings, orders, and other documents
      filed and to be filed with the Court; advise the Equity
      Committee as to the necessity, propriety, and impact of
      those documents on the interests of equity holders; and
      consent or object to pleadings or orders, as appropriate;

  (e) assist the Equity Committee in preparing those
      applications, motions, memoranda, proposed orders, and
      other pleadings as may be required in support of positions
      taken by the Equity Committee, including all trial
      preparation as may be necessary;

  (f) confer with the professionals retained by the Debtors and
      other parties-in-interest, as well as with other
      professionals as may be selected and employed by the
      Equity Committee;

  (g) coordinate the receipt and dissemination of information
      prepared by and received from the Debtors' professionals,
      as well as information as may be received from
      professionals engaged by the Equity Committee or other
      parties-in-interest;

  (h) participate in examinations of the Debtors and other
      witnesses as may be necessary to analyze and determine the
      Debtors' assets and financial condition;

  (i) negotiate and formulate a plan of reorganization for the
      Debtors; and

  (j) assist the Equity Committee generally in performing other
      services as required for the discharge of the panel's
      duties pursuant to Section 1103 of the Bankruptcy Code.

Brown Rudnick will be paid in accordance with its customary
hourly rates:

  Partners                              $515 to $950
  Associates                            $325 to $605
  Paraprofessionals                     $100 to $295

These professionals are anticipated to lead the firm's
representation of the Equity Committee:

  Professional                          Hourly Rate
  ------------                          -----------
  Edward S. Weisfelner, Esq.               $950
  Steven D. Pohl, Esq.                     $780
  Jeremy B. Coffey, Esq.                   $640

Brown Rudnick will also be reimbursed for any necessary out-of-
pocket expenses.

Steven D. Pohl, Esq., a member of Brown Rudnick LLP, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) and does not represent any interest
adverse to the Equity Committee, the Debtors, and their estates.

Brown Rudnick is located at Seven Times Square, in New York, with
telephone number (212) 209-4800, and at One Financial Center, in
Boston, Massachusetts, with telephone number (617) 856-8200.

                       U.S. Trustee Objects

The U.S. Trustee complains that Brown Rudnick fails to disclose
that it sought to form an equity committee so it could be
retained, and it used its prior connections with an equity holder
to recruit constituents.  The firm could not have pursued these
constituents directly under the federal ethical standards, the
U.S. Trustee argues.  The Court should not condone this
impermissible recruiting of committee constituents, and the
undisclosed self-interest reflects an adverse interest, the U.S.
Trustee asserts.

Because the Equity Committee also seeks to employ Kelly Hart &
Hallman LLP, a firm that has represented committees and that has
experienced bankruptcy counsel, including a former United States
Bankruptcy Judge, the Equity Committee will not be harmed if the
Court denies Brown Rudnick's retention under these facts, the
U.S. Trustee argues.

                   About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Equity Committee Taps Kelly Hart as Co-Counsel
---------------------------------------------------------------
The Official Committee of Equity Security Holders in Pilgrim's
Pride Corp.'s cases sought and obtained the Court's authority to
retain Kelly Hart & Hallman LLP as co-counsel, nunc pro tunc to
June 18, 2009.

As co-counsel, Kelly Hart has agreed to:

  (a) advise the Equity Committee with respect to its rights and
      responsibilities as to matters and issues arising in the
      bankruptcy proceeding;

  (b) represent the Equity Committee at hearings to be held
      before the Court and communicate with and advise the
      Equity Committee regarding the matters heard and issues
      raised;

  (c) prepare and file on behalf of the Equity Committee all
      necessary applications, motions, and other pleadings or
      documents, which may be required in the bankruptcy
      proceedings;

  (d) negotiate with the Debtors and other parties-in-interest
      with respect to Chapter 11 plans for the Debtors; and

  (e) perform all other legal services required by the Equity
      Committee in connection with the Chapter 11 cases.

Kelly Hart will be paid in accordance with its customary hourly
rates.  These Kelly Hart professionals are expected to take a
lead in the firm's representation of the Equity Committee:

  Attorney                       Status          Hourly Rate
  --------                       ------          -----------
  Michael A. McConnell, Esq.     Partner             $465
  Nancy Ribaudo, Esq.            Senior Counsel      $320
  Clay M. Taylor, Esq.           Associate           $320
  C. Josh Osborne                Associate           $215
  Kathryn Moore                  Paralegal           $195

Kelly Hart will also be reimbursed for its necessary out-of-
pocket expenses.

Michael A. McConnell, Esq., a partner of Kelly Hart & Hallman
LLP, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors or
their estates.

Kelly Hart is located at Suite 2500, 201 Main Street, in Fort
Worth, Texas, with telephone number (817) 332-2500.

                   About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Equity Panel Taps Houlihan as Financial Advisor
----------------------------------------------------------------
The Official Committee of Equity Security Holders in Pilgrim's
Pride Corp.'s cases seeks the Court's authority to retain Houlihan
Lokey Howard & Zukin Capital, Inc., as financial advisor, nunc pro
tunc June 22, 2009.

Pursuant to an engagement letter entered into between the Equity
Committee and Houlihan Lokey, the firm has agreed to:

  (a) analyze business plans and forecasts of the Debtors;

  (b) evaluate the assets and liabilities of the Debtors;

  (c) assess the financial issues and options concerning (i) the
      sale of the Debtors, either in whole or in part, and (ii)
      the Debtors' Chapter 11 plan of reorganization or
      liquidation or any other Chapter 11 plan;

  (d) analyze and review the financial and operating statements
      of the Debtors;

  (e) provide other financial analyses as the Committee may
      require in connection with the bankruptcy cases;

  (f) assist in the determination of an appropriate capital
      structure for the Debtors;

  (g) assist with a review of the Debtors' employee benefit
      programs, including key employee retention, incentive,
      pension and other post-retirement benefit plans;

  (h) analyze strategic alternatives available to the Debtors;

  (i) evaluate the Debtors' debt capacity and enterprise
      valuation in light of their projected cash flows;

  (j) assist in the review of claims and with the
      reconciliation, estimation, settlement, and litigation
      with respect thereto;

  (k) assist the Committee in identifying potential alternative
      sources of liquidity in connection with any debtor-in
      possession financing, any Chapter 11 plan or otherwise;

  (l) represent the Committee in negotiations with the Debtors
      and third parties;

  (m) provide testimony in court on behalf of the Committee; and

  (n) provide other financial advisory and investment banking
      services as may be agreed on by Houlihan Lokey and the
      Committee.

Houlihan Lokey will be paid postpetition under the terms of the
Engagement Agreement as follows:

  -- $150,000 per month in cash from the Effective Date through
     termination of the Engagement Agreement.  The firm Monthly
     Fees will be paid on the first date permitted by the Court,
     and then on each monthly anniversary of the Effective Date;
     plus

  -- a cash fee of $1,750,000, earned and payable on the earlier
     to occur of (a) the date of receipt of initial
     distributions by the Equity Holders, and (b) the effective
     date of a "transaction."

"Transaction" will mean the first to occur of (a) the
confirmation of a Chapter 11 plan; (b) any merger, consolidation,
reorganization, recapitalization, business combination, or other
similar transaction; (c) the acquisition by a purchaser in a
single transaction or a series of transactions of all or
substantially all of the Debtors' assets or all or substantially
all of the outstanding or newly-issued shares of any Debtor's
capital stock; and (d) the closing of any other sale, transfer or
assumption of all or substantially all of the assets,
liabilities, or stock of the Debtors.

Houlihan Lokey will also be reimbursed for any necessary out-of-
pocket expenses.

The Engagement Letter also provides for the Debtors to indemnify
and hold harmless Houlihan Lokey from and against all losses,
claims, damages or liabilities arising from the firm's engagement
under the Engagement Letter.

Adam L. Dunayer, managing director of Houlihan Lokey Howard &
Zukin Capital, Inc., assures the Court that his firm does not
represent any interest adverse to the Equity Committee, the
Debtors, and their estates.  Mr. Dunayer also assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                               Objections

(1) Debtors

The Debtors do not object in principle to the retention of HLHZ
as financial advisor to the Equity Committee.  However, the
Debtors assert that that retention must be on reasonable terms
and must comply with the spirit and terms of the Memorandum
Opinion issued by the Court on April 30, 2009, mandating the
appointment of the Equity Committee.

The Debtors believe that certain aspects of the Application do
not comply with the Appointment Decision and with other orders of
the Court.  Specifically, the Application is deficient because it
seeks retention until Section 328(a) instead of subjecting HLHZ's
fees and expenses to review and objection pursuant to Section
330.  In addition, the Debtors complain that the "deferred fee"
of $1.75 million appears to be an attempt at circumventing the
Court's limits on monthly compensation of Equity Committee's
advisors.  The Debtors further complain that certain of HLHZ's
services appear to duplicate the services to be provided by the
Official Committee of Unsecured Creditors.

(2) U.S. Trustee

The U.S. Trustee objects to HLHZ's Retention Application for
these reasons:

  -- HLHZ has failed to disclose connections, including its
     connections with Pilgrim's Pride Corporation;

  -- HLHZ should be retained as a fiduciary, and it should not
     alter this relationship contractually;

  -- HLHZ's indemnification exclusion should be tailored so less
     than a final adjudication is required for willful or
     intentional conduct, and the choice of law for the entire
     agreement should be Texas rather than New York;

  -- HLHZ's fees and expenses should be subject to review and
     objection under Section 330, and expense reimbursement
     should comport with the Court's standards and prior
     rulings.

(3) Official Committee of Unsecured Creditors

The Creditors' Committee asserts that the Court and other
parties-in-interest must be able to test the reasonableness of
the fees proposed to be paid to HLHZ in hindsight in connection
with final awards of compensation.  The Court, the Creditors'
Committee points out, had made eminently clear that no
professional would be hired in the Debtors' bankruptcy cases
under Section 328(a) and none have been.

There is nothing in the HLHZ Application or the accompanying
Dunayer Affidavit that indicate why HLHZ's retention should be
treated differently from any of the other Court-approved advisors
in the bankruptcy case, the Creditors' Committee complains.  To
the contrary, the HLHZ Application is a garden variety
application and does not present any compelling facts or
circumstances that would justify retention under Section 328(a).

HLHZ's compensation -- including the payment of any "Deferred
Fee" in connection with the consummation of a "Transaction" --
should remain subject to Section 330 review.

              A. Dunayer Files Supplemental Affidavit

Mr. Dunayer filed a supplemental affidavit disclosing that:

  -- From November to December 2003, Houlihan Lokey was engaged
     by ConAgra Foods, Inc., to perform a fair market valuation
     of shares of Pilgrim's Pride common stock that was issued
     to ConAgra.

  -- From June 2003 through May 2004, Houlihan Lokey was engaged
     by Pilgrim's Pride and issued a fairness opinion to the
     Board of Directors of Pilgrim's Pride on behalf of a holder
     of public debt.

  -- From February through July 2004, Houlihan Lokey was engaged
     by Pilgrim's Pride to analyze the value of certain assets
     for the purpose of allocating the purchase price following
     Pilgrim's acquisition of ConAgra Poultry Company, To-Ricos,
     Inc., Lovette Company, Inc., ConAgra Poultry Company of
     Kentucky, Inc., and Hester Industries, Inc., from ConAgra.

  -- From April through November 2007, Houlihan Lokey was
     engaged by Pilgrim's Pride to assist the company with
     valuing the assets of Gold Kist, Inc., following its
     acquisition by Pilgrim's.  Houlihan Lokey did not advise
     either party on the transaction but the firm subsequently
     was hired for the valuing of certain assets, including
     fixed assets, customer relationships, trade names and
     trademarks, joint ventures and other equity interests and
     non-competition agreements, for the sole purpose of
     allocating the purchase price.

                   About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: To Sell 35-Acre Property for $148,600
------------------------------------------------------
Pilgrim's Pride Corp. and its affiliates seek the Bankruptcy
Court's authority to sell 35.593 acres of real property located at
1415 Highway 19 South, in Sulphur Springs, Hopkins County, Texas,
including windmills, tanks, barns, pens, fences, gates, sheds,
outbuildings and corrals located on the property.

According to Stephen A. Youngman, Esq., at Weil, Gotshal & Manges
LLP, in Dallas, Texas, the Debtors propose to sell the property
free and clear of all liens, claims and encumbrances to Jarred
Picket and Scotty S. Stewart, for $148,600.  The Debtors state
that there are no contracts or agreements to be assumed and
assigned in connection with this transaction.

The Debtors have contemplated to sell the property as the
property is not currently used for the Debtors' reorganization,
Mr. Youngman tells the Court.

The property has been marketed by Redfearn Real Estate.  Pursuant
to a purchase agreement, the Debtors propose to pay the Broker 5%
of the total sale price from the proceeds of the sale at the
closing of any approved sale of the Property.

The sale will allow the Debtors to be relieved of property they
do not need for an effective reorganization and will allow them
immediately to realize additional funds for their estates,
thereby increasing the pool of assets available for creditor
distribution, Mr. Youngman relates.  The Debtors believe the
Buyers' offer is a reasonable offer and that it is the highest
and best offer available for the property after good-faith
negotiations between the Debtors and the Buyers, he maintains.

The Debtors submit that an auction on the sale of the property is
not necessary since the value of the Property is relatively low
in relation to the Debtors' business and other assets.  The delay
and costs associated with an auction process would reduce any
benefit to be derived through a public sale, Mr. Youngman
emphasizes.  The best way to maximize the value of the Property
is through a private sale, he continues.

Furthermore, the Debtors propose to solicit better offers for the
Property by directing the Broker to continue listing the Property
on the multiple-listing service and to make this notation in the
listing: "This Property is under contract for $148,600, but the
contract is subject to higher or better offers.  If you would
like to make a higher or better offer, you must submit your offer
without contingencies and in writing to Redfearn Real Estate on
or before August 25, 2009."

Mr. Youngman informs the Court that aside from the liens of the
postpetition lenders and statutory property tax liens, the
Debtors are not aware of any liens or interests held by any party
in respect of the Debtors' rights to the Property.  Thus, the
Debtors ask the Court to authorize the sale of the Property free
and clear of any liens, claims and encumbrances, with any of
these liens to be transferred and attached to the net proceeds of
the sale, with the same validity and priority that the liens,
claims and encumbrances had against the rights to the Property.

Details of the property and conditions of the sale are available
for free at http://bankrupt.com/misc/PPC_Farm&RanchContract.pdf

                   About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Wants Rule 2015.3 Requirements Modified
--------------------------------------------------------
Rule 2015.3(a) of the Federal Rules of Bankruptcy Procedure,
which became effective as of December 1, 2008, requires, among
other things, that a debtor file with the Court periodic
financial reports of the value, operations and profitability of
its privately held, non-debtor affiliates or subsidiaries in
which the debtor holds a substantial or controlling interest.
However, the Court may, for "cause" shown, modify the
requirement, including, without limitation, where the information
is "publicly available."

Rule 2015.3(c) also sets forth a rebuttable presumption that "an
entity of which the estate controls or owns at least a 20 percent
interest, shall be presumed to be an entity in which the estate
has a substantial or controlling interest."  As a corollary, any
entity in which a debtor controls or owns less than 20% interest
is presumed not to be an entity in which the debtor has a
substantial or controlling interest.

By this Motion, the Debtors ask the U.S. Bankruptcy Court for the
Northern District of Texas Forth Worth Division to modify their
reporting requirements under Rule 2015.3(a) and find that:

  (i) Pilgrim's Pride Corporation's filings with the U.S.
      Securities and Exchange Commission satisfy the reporting
      requirements with respect to PPC's majority owned
      subsidiaries; and

(ii) no reporting requirements are necessary for the
      Non-Majority Owned Affiliates because the Debtors do not
      hold a substantial or controlling interest in those
      affiliates.

As of the Petition Date, the Debtors were affiliated with at
least 36 non-debtor entities, the majority of which are wholly
owned, either directly or indirectly, by PPC.  A chart reflecting
the Debtors' organizational structure is available for free
at http://bankrupt.com/misc/ppc_flowchart.pdf

During the course of these Chapter 11 cases, the Debtors have
sold their interests in GK/MW LLC and ADM/Pilgrim's Pride LLC.
The entities in which the Debtors retain between 20% and 50%
interest are Merit Provisions, LLC (49%), Nacrail, LLC (50%),
Food Processors Water Cooperative, Inc. (50%), and Shenandoah
Valley Railroad, LLC.  The remaining non-debtor affiliates are
either majority-owned by the Debtors or the Debtors own less than
20% interest in those entities.

Pursuant to Parts 210.3 and 210.3A of Regulation S-X of the
Securities Laws, PPC's SEC Filings contain consolidated financial
information regarding the balance sheets and statements of income
and cash flows of PPC's majority owned subsidiaries.  As a
consequence of these instructions, PPC consolidates the financial
information of all of its majority owned subsidiaries in its SEC
Filings.  The only subsidiaries of PPC not included in the SEC
Filings are the Non-Majority Owned Affiliates and those
subsidiaries which are less than 20% owned by PPC.

With respect to the four Non-Majority Owned Affiliates, whose
financial information is not consolidated with that of PPC in its
SEC Filings, the Debtors explain that, notwithstanding the fact
that PPC owns a 50% or slightly smaller interest in those
entities, PPC does not have substantial or controlling interest
in those entities, and accordingly the Debtors ask that they not
be required to file Rule 2015.3 Reports for those entities.

The Debtors assure the Court that their request will not
prejudice any party-in-interest.  The Debtors relate that since
the Petition Date they have worked cooperatively with their
prepetition and postpetition secured lenders, the United States
Trustee and statutory committees appointed in their Chapter 11
cases to provide access to their books and records, including
disclosures related to non-debtor entities.

                   About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PODTBURG & SONS DAIRY: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Podtburg & Sons Dairy, LLC
        12669 Weld County Road 66
        Greeley, CO 80631

Bankruptcy Case No.: 09-27464

Chapter 11 Petition Date: August 25, 2009

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

Judge: Sidney B. Brooks

Debtor's Counsel: Jeffrey Weinman, Esq.
                  730 17th St., Ste. 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  Email: jweinman@epitrustee.com

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

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

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

             http://bankrupt.com/misc/cob09-27464.pdf

The petition was signed by Jeff C. Podtburg, manager/member of the
Company.


PSYSTAR CORP: Ordered to Pay Apple's $5,000 Attorneys Fees
----------------------------------------------------------
World of Apple Assistant Editor Dizzle reports that Judge William
Alsup has ruled that Psystar Corp. pay Apple Inc. $5,000 in
attorneys' fees.

Psystar is knowingly breaching Apple's copyrights and trademarks,
and encouraging others to do the same, World of Apple notes.
According to the report, Psystar makes and sells personal
computers that use Apple's proprietary operating system software
without permission.

Psystar had claimed that Apple violated Sherman antitrust rules
and other U.S. laws.  According to court documents, Psystar
accused Apple of engaging "in certain anticompetitive behavior
and/or other actions that are in violation of the public policy
underlying the federal copyright laws."

World of Apple says that a hearing on the case was held on
August 24.

Judge Alsup, World of Apple states, ordered that parties file
supplemental briefs by August 27.

Doral, Florida-based Psystar Corp. makes computers that are
capable of running Apple Inc.'s Macintosh operating system.  It
sells its computer over the Internet.  The Company filed for
Chapter 11 bankruptcy protection on May 21, 2009 (Bankr. S.D. Fla.
Case No. 09-19921).  The Company listed up to $50,000 in assets
and $100,000 to $500,000 in liabilities.


PURADYN FILTER: June 30 Balance Sheet Upside-Down by $6 Million
---------------------------------------------------------------
Puradyn Filter Technologies Inc.'s balance sheet at June 30, 2009,
showed total assets of $1.93 million and total liabilities of
$8.02 million, resulting in a stockholders' deficit of
$6.09 million.

For three months ended June 30, 2009, the Company posted a net
loss of $450,978 compared with a net loss of $398,640 for the same
period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $1.13 million compared with a net loss of $869,115 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?4312

On March 10, 2009, Webb and Company, P.A., in Boynton Beach,
Florida expressed substantial doubt about Puradyn Filter
Technologies Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the years ended
Dec. 31, 2008, and 2007.  The auditor noted that the Company
suffered recurring losses from operations, its total liabilities
exceed its total assets, and it has relied on cash inflows from an
institutional investor and current stockholder.

                      About Puradyn Filter

Based in Boynton Beach, Florida, Puradyn Filter Technologies Inc.
(OTC BB: PFTI) -- http://www.puradyn.com/-- designs, manufactures
and markets the PURADYN(R) Oil Filtration System, a bypass oil
filtration product.


QUALITY HOME HEALTH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Quality Home Health Care of the Gulf Coast, Inc.
        999 Howard Avenue, Ste. 1
        Biloxi, MS 39530

Bankruptcy Case No.: 09-51844

Chapter 11 Petition Date: August 25, 2009

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Gulfport Divisional Office)

Debtor's Counsel: Nicholas Van Wiser, Esq.
                  PO Box 1939
                  Biloxi, MS 39533
                  Tel: (228) 432-8123
                  Fax: (228) 432-7029
                  Email: nwiser@byrdwiser.com

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

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

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

            http://bankrupt.com/misc/mssb09-51844.pdf

The petition was signed by Alexander Rogers.


RAINBOWS UNITED: Can Access $1.5-Mil. DIP Facility on Interim
-------------------------------------------------------------
The Hon. Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas authorized Rainbows United Inc. to obtain, on
an interim basis, $1,500,000 in postpetition financing from a
group of banks including Emprise Bank, Bank of America and SNB of
Wichita.

The loan will incur interest at 5% per annum and will expire about
12 months after the Debtor's bankruptcy filing.

The lenders will be granted first and priming liens on all real
estate of the Debtor for all postpetition and advancements to the
Debtor.  Moreover, Emprise Bank will be granted a secured lien on
its postpetition loan of $2,363,470.

South Central Kansas Education Service Center's objects to the
postpetition financing provided by the banks, arguing that the
cross-collateralization proposed by the financing plan is not
authorized by the Bankruptcy Code.  SCKESC further agues that the
financing plan provides preferential treatment to Emprise Bank and
to other prepetition creditors.  There are insufficient facts
provided to show the true value being provided to Emprise Bank,
SCKESC added.

SCKESC is listed as an unsecured creditor in Debtor's petition and
is owed $433,018 for services rendered to Debtor under a contract
entitled Consultant Service Provider Agreement Administration of
Rainbows United Inc. 2008-2009, entered into between Debtor and
SCKESC on Aug. 1, 2008.

                       About Rainbows United

Headquartered in Wichita, Kansas, Rainbows United, Inc. --
http://www.rainbowsunited.org/-- is a Wichita nonprofit agency
that serves children with special needs and their families.
Rainbows United serves more than 2,600 children aged birth through
5, including more than 2,300 with special needs.  The
organization, which has 435 full- and part- time employees, serves
primarily Sedgwick and Butler counties.

Rainbows United filed for Chapter 11 bankruptcy protection on
July 30, 2009 (Bankr. D. Kan. Case No. 09-12457).  Edward J.
Nazar, Esq., at Redmond & Nazar, L.L.P., assists the Company 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.


READER'S DIGEST: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Pleasantville, New York-based publisher Reader's Digest
Association Inc.' senior secured facility to 'D' from 'C'.  The
rating action follows the company's announcement that it has filed
a voluntary prearranged petition under Chapter 11 of the U.S.
Bankruptcy Code.

S&P lowered its corporate credit rating on Reader's Digest, as
well as S&P's rating on the company's subordinated debt, to 'D' on
Aug. 17, following a missed interest payment on the 9%
subordinated notes.  S&P is currently reevaluating its recovery
ratings on the senior subordinated notes and the senior secured
facility.

The rating action reflects Reader's Digest's announcement of a
Chapter 11 filing.  Nearly 80% of senior secured lenders,
representing nearly 70% of investing institutions, reached an
agreement in principle with the company to reduce debt on the
company's balance sheet.  As part of the agreement, lenders would
exchange a portion of the $1.6 billion of senior secured
indebtedness for equity.  The parties also agreed that the company
would emerge from bankruptcy with $550 million in debt.  In
addition to the secured facility, Reader's Digest had $600 million
in senior subordinated notes outstanding as of March 31, 2009.

                           Ratings List

                    Reader's Digest Assn.  Inc.

              Corporate Credit Rating        D/--/--
              Subordinated                   D
                Recovery Rating              6

                            Downgraded

                    Reader's Digest Assn. Inc.

                                           To      From
                                           --      ----
            Secured                        D       C
              Recovery Rating              4       4


READER'S DIGEST: Chapter 11 Filing Triggers Repayment Obligations
-----------------------------------------------------------------
The Reader's Digest Association, Inc., reports that its filing of
the Chapter 11 cases on August 24, 2009, constituted an event of
default or otherwise triggered repayment obligations under these
debt instruments:

     -- Credit Agreement dated as of March 2, 2007, among the
        Company, Doctor Acquisition Co., RDA Holding Co., the
        Overseas Borrowers from time to time party thereto,
        JPMorgan, the Lenders, Citicorp North America, Inc. and
        Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Co-
        Syndication Agents, and The Royal Bank of Scotland Plc, as
        Documentation Agent;

     -- Indenture dated as of March 2, 2007, among the Company,
        the guarantors party thereto, and The Bank of New York, as
        trustee, relating to the Notes;

     -- Guarantee and Collateral Agreement dated as of March 2,
        2007, among Doctor Acquisition Co., RDA Holding Co., the
        Company, the guarantors identified therein and JPMorgan,
        as Administrative Agent, securing the borrowers'
        obligations under the Credit Agreement.

The Company has approximately $1.6 billion outstanding under the
Credit Agreement and $600 million of Notes outstanding.  As a
result of the filing of the Chapter 11 Cases, with the exception
of the Company's outstanding Euro term loan facility (in the Euro
equivalent of approximately US$100 million) in favor of certain of
the Company's German Subsidiaries, the default and acceleration of
which was waived pursuant to the Waiver and Amendment, dated as of
August 17, 2009, by and among the Company, RDA Holding Co., the
Overseas Borrowers from time to time party thereto, including RD
German Holdings GmbH, each lender from time to time party thereto,
JPMorgan Chase Bank, N.A., as Administrative Agent, and the other
parties thereto, all indebtedness outstanding under the Credit
Agreement and the Notes was accelerated and became due and
payable, subject to an automatic stay of any action to collect,
assert or recover a claim against the Company and the application
of applicable bankruptcy law.

               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
approximately 40 million books, music and video products across
the world each year. Its global headquarters are in Pleasantville,
N.Y.

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.


REFCO INC: $500M Suit vs. E&Y, Grant Thornton & Mayer Dismissed
---------------------------------------------------------------
U.S. District Judge Gerard Lynch in New York dismissed a
$500 million lawsuit brought on behalf of customers of Refco
Inc.'s currency-trading unit against Grant Thornton LLP, Ernst &
Young LLP and Mayer Brown LLP.

According to David Glovin and Bill Rochelle at Bloomberg News, a
trustee for Refco's foreign-exchange customers sought to hold the
firms responsible for losses of more than $500 million after Refco
insiders diverted customer assets at Refco Capital Markets to
bankroll a fraud.  Judge Lynch dismissed the case against Refco's
auditor Grant Thornton, outside counsel Mayer Brown and tax
adviser Ernst & Young because the trustee who sued failed to
allege enough facts in his complaint to show the defendants aided
the Refco fraud.  He said the trustee may file a new complaint.

The trustee, Marc Kirschner, "has not sufficiently pleaded either
that the defendants had actual knowledge of, or that they
substantially assisted in, the conduct giving rise to the fraud,"
Judge Lynch wrote in a 35-page decision, according to the report.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.  The Company has operations
in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


RENEW ENERGY: Court Approves Employees Severance Payments
---------------------------------------------------------
The Hon. Robert D. Martin of the U.S. Bankruptcy Court for the
Western District of Wisconsin approved Renew Energy LLC's plan to
provide severance payments to its employees if the ethanol
producer enters liquidation, according to Law360.

Headquartered in Jefferson, Wisconsin, Renew Energy LLC --
http://www.renewenergyllc.com/-- operates an ethanol plant
facility.  The Company filed for Chapter 11 on January 30, 2009
(Bankr. W.D. Wis. Case No. 09-10491).  Christopher Combest, Esq.,
at Quarles & Brady LLP, represents the Debtor in its restructuring
efforts.  William T. Neary, the United States Trustee for Region
11, appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  The Debtor disclosed $188,953,970 in total
assets and $194,410,573 in total debts.


RIVER LAND LLC: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: River Land, LLC
        3619 Bankhead Ave
        Montgomery, AL 36111

Bankruptcy Case No.: 09-32294

Chapter 11 Petition Date: August 25, 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: $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/almb09-32294.pdf

The petition was signed by Greg McCollum, manager of the Company.


S&K FAMOUS: Shuts Down Short Pump Unit Near HQ
----------------------------------------------
Trevor Dickerson at Downtown Short Pump reports that S&K Famous
Brands Inc. has closed its Short Pump unit, next to the
headquarters on West Broad Street at Interstate 64.

Downtown Short Pump relates that operations have wound down at S&K
Famous' stores across the country, but some former workers are
keeping operations going online.

The S&K Famous Web site redirects to a new company, Direct
Menswear.

Downtown Short Pump states that Direct Menswear isn't directly
connected to S&K Famous, but several former workers started the
new venture and seem to have bought up much of the remaining
inventory.

According to Downtown Short Pump, S&K Famous sold its Short Pump
headquarters on Broad at I-64.  Downtown Short Pump says that TGM
Realty Investors bought the corporate offices, attached 110,000
square foot warehouse and adjacent S&K retail store for
$5.6 million.

S&K Famous, Downtown Short Pump states, paid off a $13 million
line of credit given to them by the U.S. Bankruptcy Court as part
of their filing.  Downtown Short Pump relates that S&K Famous was
financed in part by the sale of the headquarters.  S&K used
$7 million of the credit line to reorganize its operations, the
report says, citing people familiar with the matter.

Headquartered in Glen Allen, Virginia, S & K Famous Brands, Inc. -
- http://www.skmenswear.com/-- had 214 retail stores selling
men's swimwear.  The Company shut 78 stores before it filed for
bankruptcy, and later shut 30 more stores.

The Debtor filed for Chapter 11 protection on February 9, 2009
(Bank. E.D. Va. Case No. 09-30805).  Lynn L. Tavenner, Esq., Paula
S. Beran, Esq., at Tavenner & Beran, PLC and McGuireWoods LLP
represent the Debtor in its restructuring efforts.  Its financial
advisor is Alvarez & Marsal North America LLC.  The Debtor's DIP
Lender is Wells Fargo Retail Finance LLC as administrative and
collateral agent.   The Debtor listed total assets of $41,440,100
and total debts of $35,499,00.


SCHOLL FOREST: Gets Approval for Temporary Cash Use
---------------------------------------------------
Scholl Forest Industries Inc. received from the Bankruptcy Court
temporary authority to use cash, Bloomberg's Bill Rochelle said.
The Court will convene a hearing on September 11 to consider
continued use of the cash collateral.

According to the Bloomberg report, Scholl President Ward Scholl
said that bankruptcy became necessary when the secured lender,
Bank of America, seized the bank accounts on Aug. 7.  SFI owes the
bank $8.4 million.

Scholl Forest Industries Inc. is a lumber and building products
distributor.  Scholl Forest, together with affiliate Scholl Truss
& Component Inc. filed for Chapter 11 on Aug. 14, 2009 (Bankr.
S.D. Tex. Case No 09-35962).  In its bankruptcy petition, School
Forest estimated assets and debts of $10 million to $50 million.


SEMGROUP ENERGY: Posts $3.5 Million Net Loss for June 30 Quarter
----------------------------------------------------------------
SemGroup Energy Partners, L.P., said revenues for the six months
ended June 30, 2009, were $79.7 million compared with
$95.5 million for the 2008 six-month period, a decrease of
$15.8 million.  SGLP generated $30.9 million in earnings before
interest, taxes, depreciation and amortization, or EBITDA, for the
first six months of 2009, as compared to $46.2 million for the
first six months of 2008.

SGLP recorded a net loss of $5.1 million for the six months of
2009, compared to net income of $31.4 million for the six months
of 2008.  Third party revenues for the first six months ended
June 30, 2009, increased to 68.5% of total revenues as compared to
11.2% for the first six months ended June 30, 2008, which
illustrates the dramatic shift from related party revenues to
third party revenues resulting from SemGroup, L.P.'s -- Private
Company -- bankruptcy filing in July 2008.

For the quarter ended June 30, 2009, SGLP had a net loss of
$3.5 million on total revenues of $37.5 million, as compared to
net income of $21.6 million on total revenues of $55.3 million for
the quarter ended June 30, 2008.  SGLP generated EBITDA of
$13.9 million for the second quarter of 2009, as compared to
$27.2 million for the second quarter of 2008.  Third party
revenues for the three months ended June 30, 2009, were 81.3% of
total revenues as compared to 10.9% for the three months ended
June 30, 2008.

"The change in net income and EBITDA was primarily due to
decreased revenues in our Crude Oil Gathering and Transportation
segment, which has been significantly impacted by the Private
Company's bankruptcy filing and has led to decreased volumes being
transported," Alex Stallings, Chief Financial Officer, said.
"Historically, the Private Company was a purchaser of crude oil
and it utilized our gathering and transportation assets to deliver
its crude oil to market.  As we are not in the business of
purchasing crude oil, the utilization of our crude oil gathering
and transportation assets is now dependent on third party
purchasers of crude oil, some of whom own alternative gathering
and transportation assets.  This business has also suffered from
customers confusing us with the Private Company and producers who
are reluctant to transact business with us due to unpaid amounts
owed them by the Private Company.  We continue to try and
differentiate ourselves from the Private Company and intend to
change our name later this year.

"In addition, we experienced a decrease in revenues in our Asphalt
Services segment due to the impact of the Private Company's
rejection of the Terminalling Agreement effective March 31, 2009,
and the timing of our entering into new leases and storage
agreements with third party customers in the middle of the second
quarter of 2009.  Going forward, we expect annual revenues from
these lease and storage agreements to be approximately
$40 million, excluding heat and power.

"These negative revenue impacts were somewhat mitigated by
comparable year-over-year revenues from the Crude Oil Terminalling
and Storage segment which reflect continued strong demand for
crude oil storage and a one-time gain of $2.6 million related to
the settlement transaction with the Private Company.

"Also contributing to the decrease in net income and EBITDA were
increased general and administrative and interest expenses.
General and administrative expenses increased $4.0 million, or
129%, to $7.1 million for the three months ended June 30, 2009, as
compared to $3.1 million for the three months ended June 30, 2008,
due to increased professional fees as well as other related costs
incurred in connection with events related to the Private
Company's bankruptcy filings, the securities litigation and
governmental investigations, and our efforts to enter into storage
contracts with third party customers and pursue other strategic
opportunities.  Interest expense increased by $11.9 million to
$11.7 million for the three months ended June 30, 2009, compared
to $0.2 million of interest income for the three months ended
June 30, 2008.  The 2008 results include a $4.9 million positive
adjustment for the market value of interest rate swaps in place at
the time. The increase was primarily due to both an increase in
average borrowings outstanding as a result of our financing of the
purchase of pipeline and storage assets from the Private Company
in early 2008 and higher interest rates under our amended credit
facility."

As of June 30, 2009, SGLP had total assets of $314.5 million; and
total current liabilities of $28.4 million, long-term debt of
$417.8 million, and long-term capital lease obligations of
$11 million; resulting in Partners' deficit of $131.7 million.

As of June 30, 2009, SGLP had approximately $2.9 million of cash
on hand, as compared to $34.5 million in the first quarter of
2009, reflecting a debt pay down associated with the waiver and
amendment to the credit agreement dated April 7, 2009.  As of
August 21, 2009, SGLP had aggregate unused credit availability
under its revolving credit facility of approximately
$27.2 million.

"While we remain within the financial covenant levels set forth in
our credit agreement, cash distributions to unitholders were not
made during the second quarter, nor are we able to predict when,
or if, we may be permitted to resume distributions as we are
prohibited from paying distributions if our leverage ratio exceeds
3.5 times," Stallings said. "As of  June 30, 2009, our bank
covenant provides for a maximum leverage ratio of 6.5 times versus
our actual leverage ratio of 5.8 times and a minimum interest
coverage ratio of 1.75 times versus our actual interest coverage
ratio of 1.9 times."

During the quarter ended June 30, 2009, SGLP:

     -- reached an important settlement agreement with the Private
        Company dividing certain assets among SGLP and the Private
        Company that were previously intermingled including the
        transfer of the Private Company's asphalt processing and
        delivery infrastructure assets;

     -- completed the execution of asphalt contracts with more
        than 13 new third party customers, resulting in 45 of
        SGLP's 46 asphalt facilities being under contract with
        the majority of these agreements extending through
        December 31, 2011;

     -- received a waiver and amendment to its credit facility,
        effective through June 2011, increasing SGLP's financial
        flexibility and providing additional time to execute
        business strategies;

     -- implemented information technology, payroll and accounting
        systems which were previously provided by the Private
        Company; and

     -- executed additional crude oil storage contracts at Cushing
        increasing the total to 6.2 million barrels of shell
        capacity under contract at Cushing.

Kevin Foxx, SGLP's President and Chief Executive Officer, said,
"We are proud of the accomplishments we have made since July of
2008, whereby we were forced to change our entire business model
overnight from one that was highly dependent on the Private
Company to one that now has a diversified and growing customer
base.  Today's filing of our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2009, is yet another significant
accomplishment as we are now current regarding the required
Securities and Exchange Commission filings and we hope to soon be
relisted on the NASDAQ.  We now have an independent business
footprint and the capability to move forward on our own as a
provider of crude oil and asphalt midstream services.  We continue
to work hard to meet the challenges ahead of us."

A full-text copy of the Quarterly Report on Form 10-Q is available
at no charge at http://ResearchArchives.com/t/s?4321

                About SemGroup Energy Partners LP

SemGroup Energy Partners, L.P. (Pink Sheets: SGLP.PK) is a
publicly traded master limited partnership with operations in 23
states.  It provides integrated terminalling, storage, processing,
gathering and transportation services for companies engaged in the
production, distribution and marketing of crude oil and liquid
asphalt cement.  It manages its operations through three operating
segments: (i) crude oil terminalling and storage services, (ii)
crude oil gathering and transportation services and (iii) asphalt
services.  It was formed in February 2007 as a Delaware master
limited partnership initially to own, operate and develop a
diversified portfolio of complementary midstream energy assets.

                        About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq., and
Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R.
Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq.,
at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and
Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  Kurtzman Carson
Consultants L.L.C. is the Debtors' claims agent.  The Debtors'
financial advisors are The Blackstone Group L.P. and A.P. Services
LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Files Third Amended Plan of Reorganization
-------------------------------------------------------
SemGroup, LP, on August 25 announced it has filed its Third
Amended Plan of Reorganization with the U.S. Bankruptcy Court in
Delaware.

The amended plan is meant to allow the company to seek
confirmation of the plan and exit Chapter 11 reorganization prior
to the conclusion of, and regardless of the outcome of, ongoing
litigation between SemGroup's prepetition lenders and certain oil
and gas producer creditors.  Under the terms of the amended plan,
the company is offering opt-in cash settlements to holders of
certain disputed claims.

The company anticipates a supplemental disclosure hearing on
September 24, 2009, and a hearing on October 26, 2009, to consider
confirmation of the latest plan, putting SemGroup on track to exit
bankruptcy by early November.  The Third Amended Plan of
Reorganization does not materially alter proposed distributions to
any creditors other than those being offered the opportunity to
participate in the opt-in settlements.  The opt-in proposal
provides the opportunity for more cash to be distributed to more
creditors.

The table outlines the recovery percentages assuming the claimant
elects to participate in the Opt-In Settlements, as described in
the Third Amended Plan of Reorganization.  To the extent the
claimant does not elect to participate in the Opt-In Settlements,
the claimant's recovery may be materially different, and the
claimant should refer to the Third Amended Plan of Reorganization
for detail on their recovery.

               Opt-In Settlements Construct

                              Recovery %    Description
                              ----------    -----------
  Non-Eaglwing Claims
  -------------------
Non-First Purchaser 503(b)(9)   66.0%  Represents commodity, non-
                                       first purchaser, 503b9
                                       claims.  This recovery does
                                       not apply to Alon, who
                                       received a separate
                                       settlement at the beginning
                                       of the bankruptcy
                                       proceedings.


First Purchaser 503(b)(9)       75.0%  Represents commodity, first
                                       purchaser 503b9 claims in
                                       all states.

First Purchaser - Lien States   30.0%  Represents first purchaser,
                                       non-503b9 claims in the
                                       following states: Kansas,
                                       Oklahoma, Texas, New
                                       Mexico, and Wyoming.

First Purchaser -
Other States Claims              0.0%  Represents first purchaser,
                                       non-503b9 claims in the
                                       following states:
                                       Louisiana, Colorado,
                                       Louisiana, Missouri,
                                       Montana, Nebraska and North
                                       Dakota.

   Eaglwing Claims
   ---------------
Non-First Purchaser 503(b)(9)   66.0%  Represents commodity, non-
                                       first purchaser, 503b9
                                       claims at Eaglwing.

First Purchaser 503(b)(9)       50.0%  Represents commodity, first
                                       purchaser 503b9 claims in
                                       all states.

First Purchaser - Lien States    0.0%  Represents first purchaser,
                                       non-503b9 claims in the
                                       following states: Kansas,
                                       Oklahoma, Texas, New
                                       Mexico, and Wyoming.

First Purchaser -
Other States Claims              0.0%  Represents first purchaser,
                                       non-503b9 claims in the
                                       following states: Colorado,
                                       Louisiana, Missouri,
                                       Montana, Nebraska and North
                                       Dakota.

Participation in the Opt-In Settlements will be viewed as full
satisfaction of all claims, including any unsecured claims, as
defined in the Third Amended Plan of Reorganization.

"These amendments are designed to enable SemGroup to seek
confirmation of the plan, exit bankruptcy protection, and begin
making distributions to creditors without having to wait for the
potentially lengthy appeals process to play out," said Terry
Ronan, the company's president and chief executive.  "We look
forward to concluding our successful restructuring and exiting
Chapter 11 this fall as a leader in all of the markets we serve."

The ongoing litigation includes the pending appeals filed by
certain oil producers in the United States Court of Appeals for
the Third Circuit.

Additionally, the Company anticipates announcing the syndication
date for its $500 million Exit Financing Facility shortly.

SemGroup, LP and certain subsidiaries filed voluntary petitions
for Chapter 11 under the U.S. Bankruptcy Code on July 22, 2008.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SHANDONG ZHOUYUAN: Earns $165,105 in Three Months Ended June 30
---------------------------------------------------------------
Shandong Zhouyuan Seed and Nursery Co., Ltd., disclosed in a
filing with the Securities and Exchange Commission its financial
results for the three and six months ended June 30, 2009.

For three months ended June 30, 2009, the Company reported a net
income of $165,105 compared with a net loss of $98,886 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $329,535 compared with a net income of $221,157 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $3.34 million, total liabilities of $1.36 million and
stockholders' equity of $1.98 million.

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

On May 5, 2009, Kempisty & Company in New York City expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the fiscal year ended Dec. 31, 2008, and 2007.  The auditors
noted that the Company has negative cash flows from operations, a
working capital deficiency of $412,373 and an accumulated deficit
of $2,117,908 at Dec. 31, 2008.

The Company also said that the recoverability of a major portion
of the recorded asset amounts is dependent upon continued
operations of the Company, which in turn is dependent upon the
Company's ability to raise additional capital, obtain financing
and succeed in its future operations.

                     About Shandong Zhouyuan

Shandong Zhouyuan Seed and Nursery Co. Ltd. (OTC BB: SZSN) --
http://www.chinaseedcorp.com/-- was originally incorporated in
the State of North Carolina.  The Company, through its
consolidated subsidiary, Shandong Zhouyuan Seed and Nursery Co.
Ltd., a company formed under the laws of the People's Republic of
China, is engaged in the business of developing, distributing and
selling agricultural seeds in China.

The company's executive offices are located at Laizhou, Shandong
Province, People's Republic of China.


SHENANDOAH LIFE: Receiver to Sell Business to Assurant
------------------------------------------------------
Alfred W. Gross, the deputy receiver of Shenandoah Life Insurance
Company, will be selling Shenandoah's group life, accidental death
and dismemberment, dental, short-term disability, long-term
disability, and vision insurance business, to Assurant, Inc., and
its affiliate Union Security Insurance Company.

The sale does not include Shenandoah's 900G Group Life Policies,
which relate to insurance for federal government retirees.

A hearing will be held on October 7, 2009, at 10:00 a.m., Eastern
Time, in the event the State Corporation Commission of the
Commonwealth of Virginia receives objections by September 7.

Assurant will pay as much as $500,000, depending on the amount of
premiums Shenandoah has at the date of the transaction, Bloomberg
said, citing documents posted on the Web site of the Commission.
Shenandoah must have at least $18 million in premiums for Assurant
to pay that amount, according to the documents.

On August 18, Kansas City based-Assurant Employee Benefits, a
national carrier of group life, disability and dental coverage,
announced it will reinsure the majority of Shenandoah Life's group
insurance business, subject to approval by the State Corporation
Commission of the Commonwealth of Virginia.  "This agreement
reflects our commitment to growing our business, and I hope it
instills confidence in Shenandoah Life brokers and policyholders
that we are backing their business," said John Roberts, president
and CEO of Assurant Employee Benefits.  "As a part of Assurant,
Inc., we offer the stability and financial strength of a Fortune
500 company."

                        About Shenandoah Life

Shenandoah Life is a Virginia-domiciled life and health insurer
writing primarily life, annuities and dental insurance.  The
company is headquartered in Roanoke, Virginia and is licensed to
do business in 31 states plus the District of Columbia.

Shenandoah Life experienced financial difficulties because of
impairments in its investment portfolio.  Shenandoah Life lost
approximately $50 million when the value of its equity position in
Fannie Mae and Freddie Mac preferred stock was significantly
diminished.

As a result, on February 12, 2009, the Circuit Court of the City
of Richmond, Virginia, appointed the State Corporation Commission
of the Commonwealth of Virginia as Receiver of Shenandoah Life
Insurance Company.  Alfred W. Gross was appointed Deputy Receiver
of the Company.


SHERYL WAWERS SCHMIDT: Case Summary 17 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Sheryl Wawers Schmidt
           aka Sher Schmidt
           aka S. Wawers Schmidt
           aka Sheryl W. Schmidt
           aka S. W. Schmidt
        2187 Monitor Drive
        Park City, UT 84060

Bankruptcy Case No.: 09-29002

Chapter 11 Petition Date: August 25, 2009

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

Debtor's Counsel: Michael F. Thomson, Esq.
                  Durham Jones & Pinegar
                  111 East Boadway, Suite 900
                  P.O. Box 4050
                  Salt Lake City, UT 84110-4050
                  Tel: (801) 415-3000
                  Fax: (801) 415-3500
                  Email: mftnotice@djplaw.com

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

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

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

             http://bankrupt.com/misc/utb09-29002.pdf

The petition was signed by Ms. Schmidt.


SINCLAIR BROADCAST: Moody's Retains Review on 'Caa2' Corp. Rating
-----------------------------------------------------------------
Moody's Investors Service indicated that Sinclair Broadcast Group,
Inc.'s ratings remain on review for possible downgrade following
the company's August 20, 2009 announcement that a tentative
agreement had been reached with an ad hoc committee formed by
certain holders of its 3.0% and 4.875% Convertible Senior Notes.
The proposed agreement will be factored into the ongoing review
initiated on July 13, 2009.

Sinclair's Caa2 Corporate Family Rating and Caa3 Probability of
Default Rating remain on review due to still unresolved issues
related to the proposed tender of the company's 3.0% and 4.875%
Convertible Senior Notes (putable in May 2010 and January 2011,
respectively, notwithstanding the aforementioned announced ad hoc
agreement), including the successful placement of second lien
notes as part of the transaction, receipt of an amendment to its
existing bank credit facility and agreement with any remaining
putable noteholders that are not a part of the tentative
agreement.  Moody's is also continuing to review how the tentative
agreement with the putable noteholders and any adjustments to the
terms of Sinclair's local marketing agreement with Cunningham
Broadcasting Corporation might impact its ability to meet
subsequent maturities, including Sinclair Television Group, Inc.'s
$175 million revolving credit facility that natures in June of
2011 and $100 million term loan facility maturing in December 2011
(Sinclair's entire capital structure matures by September 2012).
Moody's will also monitor Cunningham's ongoing negotiations with
its lenders to refinance its own $33.5 million term loan.

The review will continue to focus on Sinclair's discussions with
convertible noteholders and Cunningham and evaluate the effects of
any transactions on the company's future cash flow and capital
structure.

The last rating action for Sinclair was on July 13, 2009 when
Moody's downgraded the company's CFR to Caa2 from B3 and its
Probability of Default Rating to Caa3 from Caa1, while also
initiating a review for possible further downgrade.

Sinclair, headquartered in Baltimore, Maryland, is a television
broadcaster, operating 58 television stations in 35 markets.
Sinclair generated revenue of approximately $687 million for the
trailing twelve months ended June 30, 2009.


SMURFIT-STONE: Asks for January 21 Extension to File Plan
---------------------------------------------------------
Smurfit-Stone Container Corp. asks the U.S. Bankruptcy Court for
the District of Delaware to extend its exclusive period to file a
Chapter 11 plan until January 21 and the period to solicit
acceptances of that plan until March 23.  The Court will consider
Smurfit's second request for an extension at a hearing on
September 9.

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SIX FLAGS: Valuation Analysis Under Amended Plan
------------------------------------------------
Houlihan, Lokey, Howard & Zukin Capital, Inc., has advised Six
Flags Inc. with respect to their reorganization value on a going
concern basis post-reorganization.

Solely for purposes of the Plan, the estimated range of
reorganization value of Six Flags, assuming a sum-of-the-parts
analysis, was assumed to be approximately $1.12 billion to $1.38
billion, with a midpoint value of $1.25 billion, as of an assumed
Effective Date of December 31, 2009.

This estimated reorganization value is based on a sum-of-the-
parts analysis, including:

  -- going concern value provided by the 16 operating theme and
     water parks that are owned and operated by Six Flags Theme
     Parks, Inc.;

  -- the ownership stake of dcp held by SFTP;

  -- the ownership stake of the hotel-waterpark called "Six
     Flags Great Escape Lodge & Indoor Waterpark" based in Lake
     George, New York, which is held by SFTP;

  -- estimated valuations for certain non-operating assets,
     including excess land at certain of SFTP's parks (based on
     recent market appraisal reports), the note issued by Parc
     7F Operations Corporation that is held by SFTP and net
     operating loss tax benefits held by Six Flags entities, as
     a consolidated tax filer; and

  -- the partnership units in Six Flags Over Texas and Six Flags
     Over Georgia, including Six Flags White Water Atlanta.

Based on the estimated range of the reorganization value of Six
Flags of between approximately $1.12 billion and $1.38 billion
and assumed total debts of $600.3 million, including $600.0
million in New Term Loan and $300,000 of capital leases, but
excluding an estimated $30.2 million of debt outstanding under
the TW Loan and amounts outstanding under certain capital leases
and revolving credit facilities at SFOT and SFOG as of the
assumed December 31, 2009 Effective Date, Houlihan Lokey has
estimated the range of equity value for Six Flags between
approximately $515 million and $783 million, with a midpoint
equity value of $649 million.

Assuming the issuance of 30 million shares of New Six Flags
Common Stock pursuant to the Plan, the imputed estimate of the
range of equity values on a per share basis for Six Flags is
between $17.17 and $26.10 per share, with a midpoint value of
$21.64 per share.  The per share Equity Value range of $17.17 to
$26.10 does not give effect to the potentially dilutive impact of
any options, or restricted stock to be issued or granted pursuant
to the Long Term Incentive Plan.

In estimating the range of the reorganization value and equity
value of Six Flags, Houlihan Lokey:

  (a) reviewed certain historical financial information of Six
      Flags for the most recent 5 years and interim periods,
      plus additional detail on certain parks going back to
      their data of ownership by Six Flags or its predecessors;

  (b) reviewed certain internal financial and operating data of
      Six Flags, including the projections, which were prepared
      and provided to Houlihan Lokey by Six Flags' management
      and which relate to Six Flags' business and its prospects;

  (c) met with certain members of Six Flags' corporate and park
      management to discuss Six Flags' operations, financial
      performance and operating trends, cost-cutting measures
      taken and capital expenditure programs;

  (d) conducted visits of several parks;

  (e) reviewed publicly available financial data and considered
      the market value of public companies that Houlihan Lokey
      deemed generally comparable to the operating business of
      Six Flags;

  (f) reviewed various securities and economic analyst research
      reports on the leisure industry and Six Flags;

  (g) considered relevant precedent transactions in the leisure
      industry;

  (h) reviewed the terms of the most recent competitive capital
      term sheets received by Six Flags;

  (i) reviewed updated third-party real estate reports to
      understand the value of certain excess, non-operating real
      estate assets;

  (j) reviewed SFI's NOLs and anticipated tax benefit
      position post-restructuring, based on review by SFI's
      external tax counsel;

  (k) considered certain economic and industry information
      relevant to the operating business;

  (l) reviewed documents and pleadings prepared by Six Flags and
      its professionals in connection with the Chapter 11 cases;
      and

  (m) conducted other studies, analyses, inquiries and
      investigations Houlihan Lokey deemed necessary and
      appropriate.

                     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: Liquidation Analysis Under Amended Plan
--------------------------------------------------
Six Flags Inc. and its affiliates prepared a liquidation analysis
to show that the First Amended Joint Plan of Reorganization yields
the best result for them, their customers, employees and
creditors.  Based on the Liquidation Analysis, the Debtors believe
that the Plan meets the "best interest of creditors" test set
forth in Section 1129(a)(7) of the Bankruptcy Code, and that each
Holder of an impaired claim will receive under the Plan value on
the Effective Date that is not less than the value that holder
would receive if the Debtors were to be liquidated under Chapter 7
of the Bankruptcy Code on the Effective Date.

The Debtors' Liquidation Analysis was prepared with the
assistance of Houlihan, Lokey, Howard & Zukin Capital, Inc.; is
based on Six Flags' balance sheet as of June 30, 2009, with
certain adjustments, particularly to cash and the treatment of
the Partnership Parks' assets; and is predicated on the
assumption that the Debtors would commence liquidation under
Chapter 7 on or close to September 30, 2009.

                       Liquidation Analysis
                          ($ in millions)

                             Estimated           Estimated
                            Recovery Rate   Liquidation Proceeds
                            Low      High     Low        High
                            -------------   --------------------
Cash and cash equivalents
  (Pro Forma for 9/30/09)   100%     100%     $195.2      $195.2
Accounts receivable           80%      90%       29.7        33.4
Inventories                   35%      50%       11.0        15.8
Prepaid expenses and
  other current assets        6%      13%        2.4         5.0
Deposits and other assets     53%      89%       36.0        60.3
Intercompany                   0%       0%        0.0         0.0
Property and equipment, net   10%      16%      153.6       252.6
Intangible assets, net         0%       2%        0.0        18.3
                            -------------   --------------------
Total Estimated Gross
  Liquidation Proceeds                        $427.9      $580.6

Wind-down Administrative
  Expenses & Fees:

Chapter 7 Trustee Fees
  and Expenses              3.0%     3.0%       $7.0       $11.6
Professional Fees & Expenses                     27.0        45.0
Employee Expenses/
  wind-down costs                               45.0        45.0
                            -------------   --------------------
Total Distributable Value                      $348.9      $479.1

SFTP Claims
  Revolver                  30.8%   42.2%      $75.1      $103.1
  Term Loan                 30.8%   42.2%      258.4       354.8
  Drawn L/Cs                30.8%   42.2%        9.3        12.8
  Interest Swap             30.8%   42.2%        6.1         8.4
                            -------------   --------------------
Total SFTP Credit Agreement
  Claims                    30.8%   42.2%     $348.9      $479.1

Value Remaining for
  SFTP Unsecured Creditors                      $0.0        $0.0

SFTP Credit Agreement
  Deficiency Claim           0.0%    0.0%       $0.0        $0.0
SFTP Deficiency & Guarantee
  Claims Contingent;
  Undetermined               0.0%    0.0%        0.0         0.0
SFTP General Unsecured Claims 0.0%    0.0%        0.0         0.0
                            -------------   --------------------
Total SFTP Creditors         30.0%   41.2%     $348.9      $479.1

Value Remaining for SFO
  Unsecured Creditors                           $0.0        $0.0

SFO Unsecured Claims
  SFO 12.25% Senior Notes
     due 2016                0.0%    0.0%       $0.0        $0.0
  SFO Deficiency and
     Guarantee Claims
     Contingent;
     Undetermined            0.0%    0.0%        0.0         0.0
  SFO General Unsecured
     Creditors               0.0%    0.0%        0.0         0.0
                            -------------   --------------------
Total SFO Unsecured Claims    0.0%    0.0%       $0.0        $0.0

Value Remaining for SFO
   Unsecured Creditors                          $0.0        $0.0

SFI Unsecured Claims
  SFI 9.625% Senior Notes
     due 2014                0.0%    0.0%       $0.0        $0.0
  SFI 8.875% Senior Notes
     due 2010                0.0%    0.0%        0.0         0.0
  SFI 9.75% Senior Notes
     due 2013                0.0%    0.0%        0.0         0.0
  SFI 4.5% Senior Notes
     due 2015                0.0%    0.0%        0.0         0.0
  SFI Guarantee of SFO
     12.25% Senior Notes
     due 2016                0.0%    0.0%        0.0         0.0
  SFI Deficiency &
     Guarantee Claims
     Contingent;
     Undetermined            0.0%    0.0%        0.0         0.0
  SFI General Unsecured
     Claims                  0.0%    0.0%        0.0         0.0
                            -------------   --------------------
Total SFI Claims              0.0%    0.0%       $0.0        $0.0

Value Remaining for Equity                       $0.0        $0.0

A full-text copy of the Liquidation Analysis is available for
free at http://bankrupt.com/misc/sixf_liquidationanalysis.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: Wants Time to Remove Actions Moved to December 10
------------------------------------------------------------
Pursuant to Rule 9027 of the Federal Rules of Bankruptcy
Procedure, Six Flags Inc. and its affiliates ask Judge Sontchi to
extend the time for them to file notices of removal of related
proceedings until December 10, 2009.

Rule 9027(a)(2) provides that if the claim or cause of action in
a civil action is pending when a case under the Bankruptcy Code
is commenced, a notice of removal may be filed only within the
longest of (a) 90 days after the order for relief in the case
under the Bankruptcy Code; (b) 30 days after entry of an order
terminating a stay, if the claim or cause of action in a civil
action has been stayed under Section 362; or (c) 30 days after a
trustee qualifies in a Chapter 11 reorganization case but not
later than 180 days after the order for relief.

Pursuant to Rule 9027(a)(2), the Debtors must file removal
notices with respect to any pending civil actions or proceedings
that have not been stayed by September 11, 2009.  Rule 9006,
however, permits bankruptcy courts to extend the Removal Period
for cause.

Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that since the Petition Date, the
Debtors have focused on stabilizing their business and ensuring a
smooth transition into Chapter 11 while, at the same time,
focusing on other time-sensitive aspects of the Chapter 11 cases.

Among other significant tasks, in the first few months of their
bankruptcy cases, the Debtors have (i) engaged in extensive
negotiations and discovery with certain lender groups in
connection with the Debtors' proposed use of cash collateral;
(ii) prepared the required schedules of assets and liabilities
and statements of financial affairs; (iii) achieved several
significant milestones in their Chapter 11 cases, including the
filing of the Debtors' Joint Plan of Reorganization and
Disclosure Statement for the Debtors' Amended Joint Plan of
Reorganization, (iv) engaged in negotiations with the City of New
Orleans in the wake of Hurricane Katrina; and (v) otherwise
exerted significant effort to continue the Debtors' business
operations during their peak season to provide a framework for a
successful reorganization of the Debtors, Mr. Shapiro relates.

Mr. Shapiro adds that the Debtors are parties to numerous
lawsuits and are still assessing these lawsuits to determine
whether removal is warranted.  The key management personnel
conducting this review are also actively involved in the Debtors'
reorganization, and have yet to finish their analysis as to
whether any of the pending suits should be removed, as a result,
the Debtors require additional time to consider filing, Mr.
Shapiro tells the Court.

The Debtors believe the proposed time extension will provide
sufficient additional time to allow them to consider, and make
decisions concerning the removal of Civil Actions, Mr. Shapiro
maintains.  Unless the extension is granted, the Debtors believe
they will not have sufficient time to fully consider the removal
of the Civil Actions, Mr. Shapiro stresses.

                     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 to Settle New Orleans Issues
------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Six Flags Inc. and its affiliates seek the Court's
approval of a settlement agreement and release among the Debtors,
the Industrial Development Board of the City of New Orleans,
Louisiana, Inc., and the City of New Orleans.

On August 23, 2002, Debtor SFJ Management Inc., the tenant, and
the New Orleans IDB entered into a Lease Agreement with respect
to Six Flags New Orleans, which lease was guaranteed by Six
Flags.  In addition, the Parties entered into various other
related agreements, including, but not limited to, the Master
Agreement by and among SFJ, Six Flags, the City of New Orleans,
the New Orleans IDB, and Jazzland, Inc., dated August 23, 2002,
and the Intercreditor, Payment Priority, Lien Priority,
Subordination and Non Disturbance Agreement, dated August 23,
2002.  In addition to the leased premises, a Debtor owns fee
simple title to parcels of undeveloped land located within close
proximity of the park.

In 2005, Six Flags New Orleans was severely damaged as a result
of Hurricane Katrina and thereafter was unable to open for
business.  As of August 22, 2009, although the Debtors continue
to make monthly rental payments as set forth in the Lease
Agreement, Six Flags New Orleans has not reopened.

The City alleges that the Debtors are liable for certain damages
under the Lease Agreement and Related Agreements in connection
with SFJ's failure to reopen Six Flags New Orleans and repair
damage incurred by the hurricane.  On May 12, 2009, the City
obtained a Temporary Restraining Order from the Civil District
Court for the Parish of Orleans prohibiting Six Flags from
removing any exhibits, rides or other assets at the site, as well
as requiring SFJ to provide additional security at the former
park.  On May 22, 2009, the City filed a civil action against SFJ
currently pending in the United States District for the Eastern
District of Louisiana, Civ. Action No. 09-3631.

To resolve all disputes between the parties, Six Flags, SFJ and
the City entered into the "Term Sheet Agreement" setting forth
the terms of the Settlement.  Upon the Court's approval of the
Motion and the terms of the Term Sheet, the parties will enter
into a final Settlement Agreement, substantially in accordance
with the terms of the Term Sheet.

The principal provisions of the Settlement are:

(1) The Lease Agreement and the Related Agreements will be
     deemed terminated;

(2) SFJ will vacate and deliver the leased premises to the
     City including improvements, in their current condition,
     "as is;"

(3) Within 35 days of the Court's final approval of the
     Settlement, Six Flags will make a cash payment to the City
     in the amount of $3,000,000;

(4) The Debtors will transfer to the City fee simple title in
     and to the Adjacent Parcels subject to Permitted Liens, as
     defined in the Term Sheet;

(5) The City will be entitled to receive 25% of any net
     insurance proceeds received by the Debtors with respect to
     its insurance claim for property damage caused by Hurricane
     Katrina to the extend the Debtors' recovery exceeds
     $65,000,000;

(6) The City will enter a stipulation dismissing, with
     prejudice, the action pending in the United States District
     Court for the Eastern District of Louisiana, Civ. Action
     No. 09-3631, and dissolving the Temporary Restraining Order
     from the Civil District Court for the Parish of New
     Orleans; and

(7) The Parties will enter into a mutual general release of all
     claims.  The City will not file any proof of claim or
     otherwise assert any entitlement to relief in these Chapter
     11 Cases.

The settlement, according to Zachary I. Shapiro, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, allows
the Debtors' estate to avoid costly and uncertain litigation by
fully resolving the City's potential claims under the Lease
Agreement.  Absent a settlement, the Debtors would expend
considerable time and money to litigate, with no guarantee that
the Debtors would prevail, or achieve a better result than
available under the Settlement, Mr. Shapiro contends.

A full-text copy of the Term Sheet Agreement is available for
free at http://bankrupt.com/misc/SixF_IDB_settlementagreement.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).


SONIC AUTOMOTIVE: To Raise $500,000,000 by Issuing Securities
-------------------------------------------------------------
Sonic Automotive, Inc., filed a Form S-3 Registration Statement
under the Securities Act of 1933 in connection with its plan to
periodically offer to sell debt securities, Class A common stock,
preferred stock, warrants to purchase Class A common stock and
guarantees by its subsidiaries of its debt securities.

The aggregate initial offering price of the securities that the
Company offers pursuant to the prospectus will not exceed
$500,000,000.  The prospectus provides investors with a general
description of the securities that may be offered.  Each time the
Company offers securities for sale, it will provide specific terms
of those securities, and the manner in which they are being
offered, in a supplement to the prospectus.

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

                http://ResearchArchives.com/t/s?4320

                       About Sonic Automotive

Sonic Automotive, Inc., headquartered in Charlotte, North
Carolina, is one of the largest automotive retailers in the United
States.  As of June 30, 2009, it operated 154 dealership
franchises, representing 31 different brands of cars and light
trucks, at 131 locations and 30 collision repair centers in 15
states.  Its dealerships provide comprehensive services including
sales of both new and used cars and light trucks, sales of
replacement parts, performance of vehicle maintenance,
manufacturer warranty repairs, paint and collision repair
services, and arrangement of extended service contracts,
financing, insurance and other aftermarket products for customers.

                           *     *     *

According to the Troubled Company Reporter on May 25, 2009,
Moody's Investors Service downgraded to Caa1 from B2 the Corporate
Family rating of Sonic Automotive Holdings, Inc., and upgraded the
probability of default rating to Caa1 from Caa3.  The outlook is
negative.


SOUTH LOUISIANA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: South Louisiana Ethanol, L.L.C.
        278 East Ravenna Road
        Belle Chasse, LA 70037

Case No.: 09-12676

Chapter 11 Petition Date: August 25, 2009

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Emile L. Turner Jr., Esq.
            424 Gravier Street
            New Orleans, LA 70130
            Tel: (504) 586-9120
            Email: eltjr01@bellsouth.net

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

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Kenneth F. Stewart, the company's
manager.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Sulzer Chemtech USA            Vendor                 $227,836

Precision Combustion           Vendor                 $169,286
Technology, Inc.

Kyte Centrifuge Sales          Vendor                 $168,750
& Consulting

Frilot Partridge, LLC          Attorneys' fees        $147,086

Colorwheel, Inc.               Consultant             $60,286

AFFCO Credit Corporation       Loan/Insurance         $58,958

Wabash Power Equip Co          Vendor                 $55,500

David Warner                   Consultant             $50,725

Lemle & Kelleher, LLP          Attorneys' fees        $38,833

Holland & Knight, LLP          Attorneys' fees        $36,777

Christianson & Associates      CPA services           $36,305

Dell Financial                 Loan/computers         $34,624

Infinity Engineering           Consultant             $30,590
Consultants

Bourgeois Bennett, LLC         CPA services           $28,350

BDL & Associates               Consultant             $20,749

Douglas Fontenelle             Consultant             $19,000

Waldemar S. Nelson             Consultant             $14,042

John Driscoll                  Consultant             $10,788

Correro Fishman Haygood        Attorneys' fees        $7,407

Leon Duplessis & Sons          Vendor                 $6,342


SPARE BACKUP: June 30 Balance Sheet Upside-Down by $7.56 Million
----------------------------------------------------------------
Spare Backup Inc.'s balance sheet at June 30, 2009, showed total
assets of $2.23 million and total liabilities of $9.80 million,
resulting in a stockholders' deficit of $7.56 million.

For three months ended June 30, 2009, the Company posted a net
loss of $2.12 million compared with a net loss of $4.66 million
for the same period in 2008.  For six months ended June 30, 2009,
the Company posted a net loss of $4.77 million compared with a net
loss of $8.06 million for the same period in 2008.

                       Going Concern Doubt

On March 24, 2009, Sherb & Co. LLP, in Boca Raton, Florida,
expressed substantial doubt about Spare Backup 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 that the company had net losses, cash used
in operations and a working capital deficit of $15.13 million,
$5.34 million and $6.85 million, respectively, for the year ended
Dec. 31, 2008.

The Company said that its ability to continue as a going concern
is dependent upon its ability to obtain the necessary financing to
meet its obligations and repay its liabilities arising from normal
business operations when they come due, and to generate profitable
operations in the future.  Management plans to continue to provide
for its capital requirements by issuing additional equity
securities and debt.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4306

                        About Spare Backup

Headquartered in Palm Desert, California, Spare Backup Inc. (OTC
BB: SPBU) fka Newport International Group, Inc. --
http://www.sparebackup.com/-- sells on-line backup solutions
software and services to individuals, business professionals,
small office and home office companies, and small to medium sized
businesses.


STINSON PETROLEUM: Get Initial OK to Use $1.95 Mil. DIP Facility
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
authorized Stinson Petroleum Company Inc. to access, on an interim
basis, postpetition facility from Community Bank.  The bank will
provide an additional $1,950,000, on a revolving basis, which will
be used solely for purposes of operating the Debtor's business.

The facility will incur interest at 5%.

The Debtor said it owes $4,605,715, to Community Bank and admits
that the bank hold valid, perfect and enforceable liens and
security interest in all of the prepetition collateral.

World Fuel Services Inc., Gulf South Community Rebirth Fund I LLC,
and Gulf Coast Bank and Trust Company objected to the access of
DIP facility of Community Bank have objected to the Debtor's DIP
request.

A hearing is set for Aug. 28, 2009, at 2:00 p.m., to consider
final approval of the Debtor's request.

Laurel, Mississippi-based Stinson Petroleum Company, Inc., filed
for Chapter 11 on Aug. 4, 2009 (Bankr. S. D. Miss.Case No. 09-
51663).  The Debtor did not file a list of its 20 largest
unsecured creditors when it filed its petition.  Harris Jernigan &
Geno, PPLC, 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.


SUNRA COFFEE: Files for Chapter 11 to Resume New Sale Efforts
-------------------------------------------------------------
Sunra Coffee LLC has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the District of Hawaii, listing
$10 million and $50 million in assets and $10 million and
$50 million in liabilities.

According to Starbulletin.com, Sunra Coffee's largest creditors
include two landscaping companies that are owed more than
$350,000, a construction company, a Jamaica-based coffee
plantation management firm, and Hawaii County real property taxes,
which is owed more than $88,000.

Sunra Coffee's lawyer, Don Gelber, said that the Company filed for
bankruptcy to resume new sales efforts, Starbulletin.com reports.

Sunra Coffee won subdivision approval in 2008, Nina Wu at
Starbulletin.com states, citing Mr. Gelber.  According to the
Starbulletin.com, Mr. Gelber said that the Company invested
$29 million in improvements, and had three potential buyers at one
time.  Starbulletin.com reports that real estate companies,
including Island Land Co. Inc., have listed the 5-acre lots for
$750,000 each.  Foreclosure proceedings blocked sales,
Starbulletin.com says.

Holualoa, Hawaii-based Sunra Coffee LLC, which does business as
Royal Hualalai Gardens, develops a subdivision offering 5-acre
lots on Hawaii island.  The subdivision is set on the slopes of
Hualalai above Kailua-Kona.


SYNIVERSE TECHNOLOGIES: Verisign Deal Won't Move S&P's BB- Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings and
outlook on Tampa, Florida-based communications transaction
processing provider Syniverse Technologies Inc. (BB-/Stable/--)
are not affected by its announced definitive agreement to acquire
the messaging business of VeriSign Inc.

The company has sufficient capacity to fund this $175 million
purchase from a combination of cash balances, revolving credit
availability, and net free cash flow generated from operations.
Even if this transaction were fully debt funded, which S&P does
not anticipate, credit metrics would still remain consistent with
the current 'BB-' rating; debt to EBITDA would increase from the
current 2.6x to around 3.0x.  In addition, the transaction, which
is likely to close later this year, benefits the company's overall
business profile somewhat by expanding its scale and geographic
diversity in the mobile messaging market.


TAYLOR BEAN: Failed to Make Bond Principal Payments
---------------------------------------------------
Some securities backed by home loans serviced by Taylor, Bean &
Whitaker Mortgage Corp. failed to make scheduled principal
payments to investors, according to monthly reports to bondholders
dated August 25, Bloomberg News reported.

According to Jody Shenn at Bloomberg, Wells Fargo & Co., the
master servicer for the bonds, is seeking access to cash in
accounts frozen by the government that are responsible for the
shortfalls, according to two of the reports.  Wells Fargo fired
Taylor Bean as primary servicer on Aug. 13, and received no money
from the lender on Aug. 18 "because its accounts, including the
collection account, were frozen by government regulators,"
according to the bond reports.

Taylor Bean has filed for Chapter 11, blaming a series of events
in recent weeks that have crippled its business operation.

On August 3, 2009, the Federal Housing Administration suspended
Taylor Bean's authority to issue FHA-insured loans, followed by
notices from Ginnie Mae and Freddie Mac suspending Taylor Bean as
an issuer of mortgage-backed securities and mortgage
seller/servicer.  The Company, as a result, was forced to abruptly
lay off about 2,000 employees on August 5, 2009.

The Company believes that these events are related to various
investigations surrounding the failure of Colonial Bank, which for
years was Taylor Bean's primary bank.  On August 6, about 100
Taylor Bean bank accounts were frozen by Colonial Bank.  This
action created myriad problems in processing borrower payments and
making payments on their behalf - such as homeowner's insurance
premiums and real estate taxes.

Taylor Bean is currently in discussions with the FDIC, the
receiver for Colonial, in hopes that this circumstance can be
remedied immediately and so that individual borrowers are not
affected further by Taylor Bean's inability to access its Colonial
bank accounts.

                   About Taylor, Bean & Whitaker

Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States.  In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities.  It also managed
a combined mortgage servicing portfolio of approximately $80
billion.  The company employed more that 2,000 people in offices
located throughout the United States.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).

Taylor Bean has more than $1 billion of both assets and
liabilities, and between 1,000 and 5,000 creditors, according to
the bankruptcy petition.

Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Florida, represents the Debtor.  Troutman
Sanders LLP is special counsel.  BMC Group, Inc., serves as claims
agent.


TEGRANT CORP: S&P Changes Outlook to Stable; Affirms 'CCC' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the
outlook on DeKalb, Illinois-based Tegrant Corp. to stable from
negative.  At the same time, S&P affirmed all its ratings,
including the 'CCC' corporate credit rating, on the company.

"The outlook revision follows improved year-over-year first-half
earnings as extensive restructuring actions have reduced costs and
changes in the product mix helped boost operating margins," said
Standard & Poor's credit analyst Ket Gondha.

Earnings appear to be stabilizing, but volumes remain
significantly below last year's levels because Tegrant's exposure
to housing, automotive, and consumer-related end markets is taking
a toll on the top-line.  With a weak economic environment and
anemic demand, S&P remains concerned about the company's ability
to maintain access to liquidity and compliance with financial
covenants over the coming year.  There is a high likelihood that
the company might violate financial covenants in the third quarter
of 2009, although S&P would expect Tegrant's equity sponsor,
Metalmark Capital, to inject additional funding for an equity cure
if necessary.

While S&P's stable outlook reflects the assumption that Metalmark
could continue to provide support through equity cures or
alternative measures of support, or the credit facility could be
amended, default risk will remain high until the company is able
to generate sufficiently improved operating profits.

The ratings on Tegrant reflect the company's vulnerable business
profile with exposure to weak end markets and a highly leveraged
capital structure.


TELEPLUS WORLD: Ch. 11 Case Dismissed; Lenders Deal Reached
-----------------------------------------------------------
Teleplus World Inc. on August 10 obtained the dismissal of its
Chapter 11 proceedings before the U.S. Bankruptcy Court for
Southern District of Florida.  Given that bankruptcy proceedings
against the Debtor's subsidiaries in Canada are pending, the
Debtor, with the support of the first lien lenders, sought the
dismissal of the Chapter 11 case to reduce administrative costs.

In a filing with the Securities and Exchange Commission, Teleplus
discloses that it has reached a settlement with first lien
lenders.

On June 16, 2009, the Company's operating subsidiaries' first
secured creditors, Steve Kerekes, Melanie Kerekes, Jim Oattes,
Grace Debrandere, Jim Reddon, Monica Reddon, Tom Davis and Jane
Davis filed an application for an order pursuant to section 47(1)
of the Bankruptcy and Insolvency Act R.S.C. 1985, c. B-3, as
amended, with the Ontario Superior Court of Justice in Ontario,
Canada demanding that the Company's Canadian operating
subsidiaries which include TelePlus Connect, Corp., 1523813
Ontario Limited, Avenue

On August 13, 2009, Xentenial Holdings Limited, an affiliate of YA
Global Investments, L.P., formally Cornell Capital Partners LP,
purchased the position of the First Creditors.  Accordingly, YA is
now first lien holder of all of the Company's assets.

On August 21, 2009, after extensive negotiations, the Company, YA
and the First Creditors settled the dispute amongst themselves as
further detailed in a Settlement Agreement.  As part of the
Settlement Agreement:

    (i) operational control of the Company's operating
        subsidiaries has transitioned to YA and its assignees;

   (ii) all directors of the Company which were also directors of
        the operating subsidiaries resigned from their role with
        the operating subsidiaries;

  (iii) each of the Company's subsidiaries have been directed to
        pay to YA any funds it would have otherwise paid or owed
        to the Company; and

   (iv) the Company agreed to voluntarily dismiss the Chapter 11
        bankruptcy proceedings.

As a result of the Settlement Agreement, the Company will no
longer receive any revenues from its subsidiaries which had been
the Company's sole sources of revenue.

A copy of the Settlement Agreement is available for free at:

           http://researcharchives.com/t/s?431c

Headquartered in Miami-Lakes, Florida, Teleplus World, Corp. --
http://www.teleplusworld.com/en/-- provides telecommunications
products and services including local lines, long distance, toll
free and high speed internet services to customers in 53 distinct
centrex serving areas.

The Company filed for Chapter 11 protection on March 5, 2009
(Bankr. S.D. Fla. Case No. 09-13799).  Phillip M. Hudson III,
Esq., at Arnstein & Lehr LLP, represents the Debtor in its
restructuring efforts.  In its schedules of assets and debts, the
Debtor disclosed $11,176,165 in total assets and $18,925,502 in
total debts.


TLC VISION: Failure to Pay Cues S&P's Rating Downgrade to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on TLCV to 'D' from 'CC' In addition, the
rating on operating subsidiary TLC Vision (USA)'s $110 million
secured credit facility was lowered to 'D' from 'CC'; the recovery
rating remains unchanged at '3' indicating meaningful prospects of
recovery (50%-70%) of principal.

St. Louis, Missouri-based TLC Vision Corp. failed to make various
mandatory payments under its credit agreements, including interest
on the term and revolving credit facilities of $200,000 and
principal payments on the term loan of $200,000.

"The downgrade reflects the company's ongoing failure to make
various mandatory payments," said Standard & Poor's credit analyst
Cheryl Richer.  TLCV's deteriorating financial performance
reflects its concentration in economically sensitive discretionary
laser vision correction procedures, which overshadow its stability
of its eye care services.


TLC VISION: June 30 Balance Sheet Upside-Down by $27 Million
------------------------------------------------------------
TLC Vision Corporation's balance sheet at June 30, 2009, showed
total assets of $139.65 million and total liabilities of
$166.61 million, resulting in a stockholders' deficit of about
$26.96 million.

For three months ended June 30, 2009, the Company posted a net
loss of $4.41 million compared with a net income of $876,000 for
the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $2.82 million compared with a net income of $9.76 million for
the same period in 2008.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4248

On March 31, 2009, Ernst & Young LLP in St. Louis, Missouri
expressed substantial doubt about the Company's ability to
continue as a going concern on Dec. 31, 2008, and 2007.  The
auditor noted that the Company incurred recurring operating losses
and has a working capital deficiency.  In addition,, the Company
has not complied with certain financial covenants within the
Company's loan agreements.

                       About TLC Vision

Based in St. Louis, Missouri, TLC Vision Corporation (NASDAQ:TLCV;
TSX:TLC) -- http://www.tlcv.com/and http://www.tlcvision.com/--
is North America's premier eye care services company, providing
eye doctors with the tools and technologies needed to deliver
high-quality patient care.  TLCVision maintains leading positions
in Refractive, Cataract and Eye Care markets.


TOCFHBI INC: Trustee Chases Prepetition Lawyers & Accountants
-------------------------------------------------------------
Robert Milbank, Jr., the Chapter 7 Trustee liquidating the estate
of Tocfhbi, Inc., f/k/a The Holmes Builders, Inc., has sued the
professionals that represented the debtor prior to its bankruptcy
filing.  Mr. Milbank charges that the law firms of Settle & Pou,
P.C., and McManemin & Smith, P.C. n/k/a McElree, Savage & Smith,
P.C., and the accounting form Howard & Co., helped orchestrate a
pre-bankruptcy business restructuring scheme that allegedly
resulted in the transfer of real estate and other assets, a multi-
million dollar contract, and other items of value from the Debtor
to newly formed limited partnerships without adequate
consideration.

The Professionals deny all of the Trustee's allegations and point
their fingers at everybody else involved in the prepetition
transactions.

Acting on a summary judgment motion late last month, the Honorable
Stacey G. Jernigan observed that:

   Pre-bankruptcy planning and asset protection is a
   fact-intensive and unclear area of law.  Courts that
   have struggled with it have written things like "'when
   a pig becomes a hog it is slaughtered,'"  Swift v. Bank
   of San Antonio (In re Swift), 3 F.3d 929, 931 (quoting
   In re Zouhar, 10 B.R. 154, 157 (Bankr. D. N.M. 1981)
   (hardly a bright-line test), indicating that there is
   a fine line debtors can cross whereupon there will be
   a price to be paid for exuberance.  This court does not
   know in this case (particularly since it has not heard
   witnesses nor heard full evidence), if a jury would
   ultimately decide that there is a price to be paid for
   the pre-bankruptcy asset protection activities of the
   corporate-Debtor (and, if so, who all should be the
   "payees").  However, the court does perceive that this
   has become a very expensive fight-a fight that could
   ultimately easily exceed the $2.5 million of prepetition
   creditors' claims.  See, e.g., Maxwell v. KPMG LLP, 520
   F.3d 713, 718 (7th Cir.2008) (Judge Posner warning that
   bankruptcy judges "must . . . be vigilant in policing
   the litigation judgment exercised by trustees in
   bankruptcy. . . .").

Judge Jernigan has steered the parties to mediation and is hopeful
they "will vigorously pursue mediation in good faith, and hopes
that such mediation will bear fruit."

The Trustee's lawsuit is Milbank, et al. v. Holmes, et al., Adv.
Pro. No. 07-03292 (Bankr. N.D. Tex.), and the bankruptcy case is
In re TOCFHBI, Inc., Case No. 06-31563 (Bankr. N.D. Tex.).


TROPICANA ENT: UAW Calls for Fair Contract Talks With Management
----------------------------------------------------------------
UAW members said new management at Tropicana casino in Atlantic
City has the opportunity for a 180-degree turnaround from past
illegal practices, and should begin fast, fair negotiations for a
first labor agreement with the UAW/AC Dealers Union.

"It's hard to believe that a company run by a judge would break
the law, but that's what the National Labor Relations Board is
telling us," said Eric Knuttel, who has been a dealer at Tropicana
for 27 years.

Tropicana has been administered under a conservatorship by former
New Jersey Supreme Court Justice Gary Stein since December 2007,
after previous owners lost their license to operate the casino.

The U.S. National Labor Relations Board has issued an unfair labor
practice complaint against Tropicana charging the company with
violations of federal labor law during the period when Stein was
running the casino.  A trial is scheduled to begin on Oct. 14.

The complaint against Tropicana, based on charges filed by UAW
members, states that the company forced unilateral changes on
workers, discriminated against union members and improperly
barred workers from speaking with the media about labor issues
without their approval.

A new group of investors, led by financier Carl Icahn, purchased
the Tropicana casino in Atlantic City in July.

"This is a chance for a fresh start at Tropicana," said Joe
Ashton, director of UAW Region 9, which includes New Jersey,
Pennsylvania and western New York.  "We've got new ownership and
new management.  Now's the time to set aside these past illegal
practices so everybody can work together to negotiate a first
contract."

Full- and part-time dealers, dual-rate workers and simulcast
workers at Tropicana voted to become part of the UAW in August
2007.  Slot techs at Tropicana voted in their union in September
2007.

"We'd like to see the New Jersey Casino Control Commission resolve
licensing issues at Tropicana as quickly as possible," said UAW
Secretary-Treasurer Elizabeth Bunn, who directs the union's
Technical, Office and Professional Organizing Department.
"And we're prepared to work as quickly as possible to achieve a
labor agreement.

"Our union has negotiated nine contracts, covering thousands of
workers, at three different casinos in Detroit -- and if new
management at Tropicana will work with us, we can get it done
here in Atlantic City," said Bunn.

Six groups of workers at four Atlantic City casinos, including
Tropicana, voted in favor of UAW representation in 2007.  Also
that same year, workers at Casino Aztar in Evansville, Ind., and
Foxwoods Resort Casino in Ledyard, Conn., voted to become part of
the UAW.

The UAW, one of the nation's most diverse labor unions, represents
more casino dealers than any union in the United States, including
thousands of workers in Connecticut, Indiana, Michigan, New Jersey
and Rhode Island.

                   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)


TWIN RIVERS PARTNERS: Case Summary & 15 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Twin Rivers Partners LLC
        741 Harry McCarty Rd, # 201
        Bethlehem, GA 30620

Bankruptcy Case No.: 09-23487

Chapter 11 Petition Date: August 25, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: Michael D. Robl, Esq.
                  Thomerson, Spears & Robl, LLC
                  104 Cambridge Avenue
                  Decatur, GA 30030
                  Tel: (404) 373-5153
                  Email: mdrobl@tsrlaw.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
15 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/ganb09-23487.pdf

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


UNI-MARTS: Proposes Lehigh-Led Auction for Business
---------------------------------------------------
Uni-Marts LLC asks the Bankruptcy Court for permission to sell its
business to Lehigh Gas Corp., absent higher and better bids at an
auction.  According to Bill Rochelle at Bloomberg News, Lehigh has
offered to (i) issue the secured lender, Comerica Bank, a $10
million note (ii) will give Uni-Marts cash representing 20%
percent of inventory plus a note for the 80 percent balance, (iii)
pay $2.3 million cash for the business to be purchased under a
reorganization plan, and (iv) provide Uni-Marts with releases for
$4.4 million in claims by suppliers for goods delivered during the
bankruptcy.  Uni-Marts proposes that competing bids be due Sept.
16, followed by an auction on Sept. 23.

Bill Rochelle notes this is the third time Uni-Marts has set up
auction procedures for its business.  The Court will consider
approval of the proposed auction is on Sept. 3.

Mr. Rochelle relates that Uni-Marts this month also filed the
accompanying Chapter 11 plan and explanatory disclosure statement.
Creditors are to be paid under a liquidating trust.  The
disclosure statement has blanks where creditors eventually will be
told how much recovery they can expect under the plan.  The
hearing for approval of the disclosure statement is scheduled for
Sept. 22.

                          About Uni-Marts

Headquartered in State College, Pennsylvania, Uni-Marts LLC owned
283 convenience stores and gasoline stations in Pennsylvania, New
York and Ohio, but later reduced the store count during its
bankruptcy case, which is still pending.  It was taken private in
2004 by the Sahakian family and private-equity investors.

The Company and six of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. D. Del. Lead Case No.08-11037).
Michael Gregory Wilson, Esq., at Hunton & Williams LLP, represents
the Debtors in their restructuring efforts.  The Debtors selected
Epiq Bankruptcy Solutions LLC as their claims, notice and
balloting agent.  The U.S. Trustee for Region 3 appointed seven
creditors to serve on an Official Committee of Unsecured
Creditors.  The Committee selected Blank Rome LLP as its counsel.


UNIFRAX LLC: Moody's Downgrades Corporate Family Rating to 'Caa1'
-----------------------------------------------------------------
Moody's lowered Unifrax LLC I's Corporate Family Rating to Caa1
from B3 and the ratings on the $50 million revolving credit
facility and the Term Loan B to B2 from B1.  The downgrades
reflect Moody's concern that the company may not meet its credit
agreement covenants notwithstanding the equity cure provision due
to the uncertainty over the timing of a sustainable recovery in
demand for its products.  The rating outlook is negative.

The lower CFR reflects Unifrax's expectation that it will require
an equity cure to maintain compliance with the financial covenant
(Leverage Ratio) in its credit agreement in the third quarter of
2009.  Additionally, Moody's believes that the company may not
remain in compliance with this covenant through the first quarter
of 2010 despite a further improvement in demand in the third
quarter, largely due to the automotive market.  The company stated
on its Q2 earnings call that it expects to use the equity cure
provision in the third and fourth quarters of 2009.  Under the
credit agreement, the company's parent is allowed to make cash
contributions which increase EBITDA for purposes of the covenant
calculations.  Equity cures are limited as Unifrax is required to
have at least two consecutive fiscal quarters without a cure.
Furthermore, they must have at least three consecutive fiscal
quarters without a cure in each eight fiscal quarter period.  The
equity cure provision has not been used to date.  Unifrax's parent
holding company does have the cash available for equity cures or
the repayment of debt as a result of a $21 million dividend from
Unifrax in February 2009.

The negative outlook reflects the near-term uncertainty over
Unifrax's ability to remain in compliance with the financial
covenants in its credit agreement.  Third quarter performance
should benefit from an increase in automotive build rates in the
US and Europe.  However, Moody's currently does not believe that
this improvement will be sufficient to enable Unifrax to maintain
compliance with its covenants.  Moreover, the current operating
environment remains weak and there is limited visibility on the
pace of demand improvement in all of Unifrax's key end-markets.
Both the emissions control and industrial thermal management
businesses appear to be experiencing improved sales from trough
levels reached earlier in 2009, however absolute sales levels
continue to be weak.  Should third or fourth quarter financial
performance improve to the extent that Unifrax's financial
covenant compliance would no longer be a significant concern,
Moody's could reassess the appropriateness of a change in the
outlook or rating.

These summarizes the ratings activity:

Ratings downgraded:

Unifrax LLC I

* Corporate Family Rating -- Caa1 from B3

* Probability of Default Rating -- Caa1 from B3

* $50mm Gtd Sr Sec Revolver due 2012 -- B2 (LGD2, 28%) from B1
  (LGD2, 28%)

* $180mm Gtd Sr Sec Term Loan B due 2013 -- B2 (LGD2, 28%) from B1
  (LGD2, 28%)

Moody's most recent announcement concerning the ratings for
Unifrax was on April 30, 2009.  At that time, Moody's downgraded
Unifrax's ratings and moved the outlook to negative to reflect
expectations for weaker operating performance.

Unifrax LLC I, based in Niagara Falls, New York, is a leading
producer of heat resistant ceramic fiber products, primarily for
automotive, fire protection, and industrial furnace-related
applications.  Revenues were $242 million for the year ended
June 30, 2009.


WCI COMMUNITIES: Reorganization Plan Wins Court Approval
--------------------------------------------------------
WCI Communities, Inc. announced August 26 that just over one year
after the Company entered Chapter 11, the Delaware Bankruptcy
Court overseeing its chapter 11 cases has confirmed the Company's
Plan of Reorganization.  The Court's approval of the plan, which
was supported by WCI's senior secured lenders and its Official
Creditors' Committee, and had been accepted by an overwhelming
majority of WCI's creditors, clears the way for WCI to emerge from
bankruptcy on August 31, 2009.

Under the plan, as confirmed by the Court, WCI will eliminate more
than $2 billion of debt and liabilities from its balance sheet.
The Company's senior secured lenders will receive $450 million of
new debt and an initial 95% equity stake in the Company.
Unsecured creditors will receive interests in a litigation trust
and an initial 5% equity stake in the Company that could increase
to as much as 35% depending on the results of future operations.
All existing shares in the Company are being cancelled and will
receive no recovery.

At the same time, the Company said David L. Fry would stay on as
president and chief executive officer of the reorganized company.
Mr. Fry, who guided the Company through the Chapter 11 process,
joined WCI in 1995 and served as chief operating officer prior to
being named interim president and CEO at the time of WCI's
bankruptcy filing in August 2008.

"Given the fact that we are experiencing one of the most
challenging real estate markets and economic environments in
recent history, this is a truly remarkable achievement," Mr. Fry
said.

"WCI, along with its major constituent groups, have worked
together to fashion a plan that allows us to emerge as a
deleveraged lifestyle community developer and land holding company
and ensures that recoveries are allocated fairly among the
Company's stakeholders. The flexibility granted under the Plan
allows WCI to navigate its business during these unprecedented
times and beyond. I am confident that the Company and its
stakeholders will succeed together.

"The progress we've made since this case began 13 months ago is a
tribute to everyone involved. We owe our employees, on whom
tremendous demands have been placed, sincere and heartfelt thanks
for a job well done. Our customers and vendors have also stood
with us through this extremely difficult time, and for their
loyalty, we are extremely grateful," Mr. Fry said.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company
with more than 50 years' experience in the design, construction
and operation of leisure-oriented, amenity rich master-planned
communities.  It has operations in Florida, New York, New Jersey,
Connecticut, Virginia and Maryland.  The Company directly employs
approximately 1,170 people, as well as approximately 1,800 sales
representatives as independent contractors.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  On July 1, 2009, debtor-affiliates
WCI 2009 Corporation, WCI 2009 Management, LLC and WCI 2009 Asset
Holding, LLC filed separate Chapter 11 petitions (Case Nos. from
09-12269 to 09-12271).

Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali,
Esq., at White & Case LLP, in Miami, Florida, represent the
Debtors as counsel.  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Fox Rothschild LLP, represent the Debtors as
Delaware counsel.  Lazard Freres & Co. LLC is the Debtors'
financial advisor.  Epiq Bankruptcy Solutions LLC is the claims
and notice agent for the Debtors.  The U.S. Trustee for Region 3
appointed five creditors to serve on an official committee of
unsecured creditors.  Daniel H. Golden, Esq., Lisa Beckerman,
Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer &
Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl, Esq., and
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the committee in these cases.  When the Debtors filed
for protection from their creditors, they listed total assets of
$2,178,179,000 and total debts of $1,915,034,000.


WINCHESTER MEADOWS: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Winchester Meadows, LLC
        Real Property Location
        Newport Rd/Domenigoni Pkwy and Leon Rd
        Menifee, CA 92584

Bankruptcy Case No.: 09-29732

Chapter 11 Petition Date: August 25, 2009

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

Debtor's Counsel: Brendt C. Butler, Esq.
                  Rutan & Tucker, LLP
                  611 Anton Blvd 14th Fl
                  Costa Mesa, CA 92626
                  Tel: (714) 338-1887
                  Fax: (714) 546-9035
                  Email: BButler@rutan.com

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

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

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

             http://bankrupt.com/misc/cacb09-29732.pdf

The petition was signed by Robert W. Love, CEO of the Company.


* BNY Mellon to Be Sole Financial Services Provider to BMS
----------------------------------------------------------
BNY Mellon, the global leader in asset management and securities
servicing, and Bankruptcy Management Solutions Inc., leader in the
bankruptcy administration services industry, said August 24 an
agreement whereby BNY Mellon will be the exclusive provider of
banking and financial services to BMS customers in conjunction
with their use of BMS' services.

Being provided by BNY Mellon Treasury Services, this arrangement
will allow BMS to provide customers with a comprehensive record
keeping solution for trustee bankruptcy accounts.  Specific
products and services to be provided include: real-time banking;
desktop availability of check and statement images; prompt
availability of interim statements; automatic posting of banking
activities; outgoing wire and official check initiation; and real-
time notification of incoming wire transfers.

"The service we'll be providing to BMS demonstrates our ability to
integrate and deliver the multifaceted capabilities of BNY Mellon
on behalf of our clients," said Eric Kamback, executive vice
president and chief executive officer of BNY Mellon Treasury
Services.  "The degree of customization and range of related
services being provided to BMS reflect our strategic commitment to
providing treasury services solutions that help our clients
succeed."

"This is an exciting program that will deliver enhanced banking
products and services to our bankruptcy trustees and fiduciaries,"
said William Rinehart, President and Chief Operating Officer of
BMS.  "Teaming with BNY Mellon will give our clients access to the
innovative technology and banking services of one of the strongest
financial institutions in the world."

The transition of BMS customers to BNY Mellon is expected to
commence in the fall of 2009.  BMS customers will be provided with
all necessary communications to keep them abreast of significant
changes, and the transition will be as seamless as possible, with
BMS customers able to conduct their banking functions using their
current online sign-on procedures and bank account numbers and
updated checks.

Based in Irvine, Calif., Bankruptcy Management Solutions, Inc.
(BMS) has consistently been the industry's leading provider of
bankruptcy case administration software and services since 1987.
The Company's innovative end-to-end technology platform software
and disbursement solutions support the administrative and
legislative requirements of more than 55 percent of Chapter 7
Panel trustees, as well as a variety of other bankruptcy
fiduciaries. BMS products are instrumental in automating and
streamlining bankruptcy administration, making trustees and
bankruptcy fiduciaries more productive and profitable.

BNY Mellon (NYSE: BK) -- http://www.bnymellon.com/-- is the
corporate brand of The Bank of New York Mellon Corporation.  BNY
Mellon is a global financial services company focused on helping
clients manage and service their financial assets, operating in 34
countries and serving more than 100 markets. The company is a
leading provider of financial services for institutions,
corporations and high-net-worth individuals, providing superior
asset management and wealth management, asset servicing, issuer
services, clearing services and treasury services through a
worldwide client-focused team.  It has $20.7 trillion in assets
under custody and administration, $926 billion in assets under
management, services more than $11.8 trillion in outstanding debt
and processes global payments averaging $1.8 trillion per day.


* New Policy Lets "Non-Traditional" Investors Bid for Failed Banks
------------------------------------------------------------------
The FDIC Board on August 26, adopted new guidelines for investors
interested in acquiring or investing in failed banks.  The FDIC
agreed to lower to 10% from the proposed 15% the Tier 1 capital
ratio private-equity investors must maintain after buying a bank.

FDIC Chairman Sheila C. Bair said, "The Policy Statement strikes a
thoughtful balance to attract non-traditional investors in insured
depository institutions while maintaining the necessary safeguards
to ensure that these investors approach banking in a way that is
transparent, long term and prudent.  Most importantly, the
statement assures that acquired institutions will have adequate
capital, that there will be stability in management, and there
will be strong protections to ensure that lending decisions will
be both objective and independent.  It both protects the interests
of taxpayers in a safe and sound banking system, and provides the
guidance that investors need to evaluate investments in the
deposit operations of failed institutions."

The FDIC wants all owners of banks or thrifts, whether they are
individuals, partnerships, limited liability companies, or
corporations, to have the experience, competence, and willingness
to run the banks in a prudent manner, to support them when they
face difficulties, and to protect them from abuses. At the same
time, the FDIC has noted that the banking industry is in need of
additional capital and that there is capital available that could
fill that need.  In order to facilitate private capital
investments in the banking industry, the FDIC issued in July a
Proposed Statement and sought public comment on the proposal.

The FDIC received a substantial number of comments on these
standards, and they provided helpful insight regarding the issues
related to private capital investments. After careful
consideration of those comments, the FDIC has incorporated a
number of significant changes into a final policy statement. Those
changes include, for example, refining the description of the
types of investors covered, changing the capital standard to one
that is a better measure of the capital available to absorb
losses, and clarifying the circumstances in which the cross
support obligation would apply.

A copy of the New Guidelines is available for free at:

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

                     Private-Equity Investors

According to Bloomberg News, the FDIC is seeking to encourage
private-equity investors to bid on assets of collapsed banks as
the pace of failures reaches a 17-year high with 81 so far this
year, draining the agency's insurance fund by more than $21
billion.  The surge has forced the FDIC to enter loss-sharing
arrangements and absorb other costs to unload the assets of failed
lenders.

The FDIC has twice entered into deals with investor groups this
year.  In March, IndyMac Federal Bank, the entity that took over
Indymac Bank (seized by regulators last year), was sold to
investors led by Steven Mnuchin, an ex-Goldman Sachs Group Inc.
investment banker, and including buyout firm J.C. Flowers & Co.
Florida's BankUnited Financial Corp. was sold in May to firms
including Blackstone Group and WL Ross & Co.


* Manhattan Apartment Rents Fall 10% From 2008
----------------------------------------------
According to a report by the Real Estate Group of New York, rents
for one-bedroom apartments in Manhattan in doorman buildings are
down 10% percent from a year ago.  The average rent for a one-
bedroom rental unit is now $3,274, while the rent for a studio
apartment is $2,329.  Two-bedroom flats are running $5,161.
In non-doorman Manhattan buildings, the average rent for a one-
bedroom apartment was down 5.9% to $2,606.


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

In Re San Juliani, LLC
       dba Laguna
   Bankr. S.D.N.Y. Case No. 09-23498
      Chapter 11 Petition filed August 17, 2009
         See http://bankrupt.com/misc/nysb09-23498.pdf

In Re J & L Home Enterprises, Inc.
   Bankr. S.D. Ala. Case No. 09-13790
      Chapter 11 Petition filed August 18, 2009
         See http://bankrupt.com/misc/alsb09-13790.pdf

In Re Cayd Hanibal Enterprises Inc.
   Bankr. C.D. Calif. Case No. 09-31891
      Chapter 11 Petition filed August 18, 2009
         See http://bankrupt.com/misc/cacb09-31891.pdf

In Re Ernesto Vides
       aka Ernesto Vides Hernandez
      Petrona Vides
       aka Petrona Rufina Sanchez
   Bankr. C.D. Calif. Case No. 09-31992
      Chapter 11 Petition filed August 18, 2009
         See http://bankrupt.com/misc/cacb09-31992.pdf

In Re Jaroslaw Sasanka
   Bankr. C.D. Calif. Case No. 09-28967
      Chapter 11 Petition filed August 18, 2009
         See http://bankrupt.com/misc/cacb09-28967.pdf

In Re Davka Custom Woodworks, Inc.
   Bankr. E.D. Calif. Case No. 09-37449
      Chapter 11 Petition filed August 18, 2009
        See http://bankrupt.com/misc/caeb09-37449.pdf

In Re Frank's International, Inc.
       aka Frank's
       aka Frank's Brakes
   Bankr. E.D. Calif. Case No. 09-17861
      Chapter 11 Petition filed August 18, 2009
         See http://bankrupt.com/misc/caeb09-17861.pdf

In Re Mira Herman
   Bankr. N.D. Calif. Case No. 09-12616
      Chapter 11 Petition filed August 18, 2009
         See http://bankrupt.com/misc/canb09-12616.pdf

In Re The Oasis Liquor & Lounge, Corp.
       dba Oasis Liquor II, La Cope Rota
   Bankr. S.D. Fla. Case No. 09-27176
      Chapter 11 Petition filed August 18, 2009
         See http://bankrupt.com/misc/flsb09-27176.pdf

In Re Aaron Spivack
   Bankr. N.D. Ill. Case No. 09-30151
      Chapter 11 Petition filed August 18, 2009
         See http://bankrupt.com/misc/ilnb09-30151.pdf

In Re Universal Trucking, Inc.
   Bankr. S.D. Ind. Case No. 09-12071
      Chapter 11 Petition filed August 18, 2009
         See http://bankrupt.com/misc/insb09-12071.pdf

In Re Raggend Point Marina, LLC
   Bankr. D. Md. Case No. 09-25294
      Chapter 11 Petition filed August 18, 2009
         See http://bankrupt.com/misc/mdb09-25294.pdf

In Re Michael Durward Smith
   Bankr. S.D. Miss. Case No. 09-51771
      Chapter 11 Petition filed August 18, 2009
         See http://bankrupt.com/misc/mssb09-51771.pdf

In Re Vesco Logistics, Inc.
   Bankr. E.D. Mo. Case No. 09-48051
      Chapter 11 Petition filed August 18, 2009
         See http://bankrupt.com/misc/moeb09-48051.pdf

In Re Cattano Studios, LLC
   Bankr. D. N.J. Case No. 09-31599
      Chapter 11 Petition filed August 18, 2009
         See http://bankrupt.com/misc/njb09-31599.pdf

In Re W. G. Hinman, Inc.
   Bankr. D. N.J. Case No. 09-31612
      Chapter 11 Petition filed August 18, 2009
         See http://bankrupt.com/misc/njb09-31612.pdf

In Re All Clean LLC
   Bankr. S.D.N.Y. Case No. 09-15049
      Chapter 11 Petition filed August 18, 2009
         See http://bankrupt.com/misc/nysb09-15049.pdf

In Re Lawrence J. Galardi
      Shari J. Galardi
   Bankr. D. Ore. Case No. 09-64427
      Chapter 11 Petition filed August 18, 2009
         Filed as Pro Se

In Re Banctech Processors, Inc.
   Bankr. W.D. Tex. Case No. 09-31822
      Chapter 11 Petition filed August 18, 2009
         See http://bankrupt.com/misc/txwb09-31822.pdf

In Re Roy Vigil Cook
       aka Roy Cook
       aka Roy V. Cook
   Bankr. D. Utah Case No. 09-28726
      Chapter 11 Petition filed August 18, 2009
         Filed as Pro Se

In Re Lott Auto Parts, Inc.
       dba Lott Motor Company
   Bankr. N.D. Ala. Case No. 09-83359
      Chapter 11 Petition filed August 19, 2009
         See http://bankrupt.com/misc/alnb09-83359.pdf

In Re CB Properties Management, LLC
   Bankr. N.D. Ga. Case No. 09-81615
      Chapter 11 Petition filed August 19, 2009
         See http://bankrupt.com/misc/ganb09-81615.pdf

In Re French & French Septic Tank Service Company, Inc.
   Bankr. W.D. Ga. Case No. 09-81789
      Chapter 11 Petition filed August 20, 2009
         See http://bankrupt.com/misc/ganb09-81789.pdf

In Re Falcon Precision Industries, Inc.
   Bankr. N.D. Ill. Case No. 09-30449
      Chapter 11 Petition filed August 19, 2009
         See http://bankrupt.com/misc/ilnb09-30449.pdf

In Re Distinct Design USA, Inc.
   Bankr. D. Md. Case No. 09-25454
      Chapter 11 Petition filed August 19, 2009
         See http://bankrupt.com/misc/mdb09-25454.pdf

In Re Rainbow II, LLC
   Bankr. D. Nev. Case No. 09-25301
      Chapter 11 Petition filed August 19, 2009
         See http://bankrupt.com/misc/nvb09-25301.pdf

In Re Carteret Arms Management, LLC
   Bankr. D. N.J. Case No. 09-31728
      Chapter 11 Petition filed August 19, 2009
         See http://bankrupt.com/misc/njb09-31728.pdf

In Re The Pathology Group, P.C.
   Bankr. N.D. N.Y. Case No. 09-13094
      Chapter 11 Petition filed August 19, 2009
         See http://bankrupt.com/misc/nynb09-13094.pdf

In Re Adir M. Corp.
   Bankr. S.D.N.Y. Case No. 09-15062
      Chapter 11 Petition filed August 19, 2009
         See http://bankrupt.com/misc/nysb09-15062.pdf

In Re HR Electric Company, Inc.
   Bankr. S.D.N.Y. Case No. 09-23509
      Chapter 11 Petition filed August 19, 2009
         Filed as Pro Se

In Re Massam Inc.
   Bankr. W.D. N.Y. Case No. 09-22173
      Chapter 11 Petition filed August 19, 2009
         See http://bankrupt.com/misc/nywb09-22173.pdf

In Re Robin McDonald
   Bankr. E.D. Pa. Case No. 09-16208
      Chapter 11 Petition filed August 19, 2009
         See http://bankrupt.com/misc/nyeb09-16208.pdf

In Re Centro Diagnostico Y Tratamiento Dr. Caparros, Inc.
   Bankr. D. P.R. Case No. 09-06817
      Chapter 11 Petition filed August 19, 2009
         See http://bankrupt.com/misc/prb09-06817.pdf

In Re Kristi, Inc.
       dba Kristi
       fdba Tulip
   Bankr. E.D. Tenn. Case No. 09-34490
      Chapter 11 Petition filed August 19, 2009
         See http://bankrupt.com/misc/tneb09-34490.pdf

In Re MIAA Corporation
       dba Miaafe Cafe
   Bankr. C.D. Calif. Case No. 09-32263
      Chapter 11 Petition filed August 20, 2009
         See http://bankrupt.com/misc/cacb09-32263.pdf

In Re B & P, LLC
   Bankr. M.D. Fla. Case No. 09-18396
      Chapter 11 Petition filed August 20, 2009
         See http://bankrupt.com/misc/flmb09-18396.pdf

In Re Vincenzo Mannino
      Luigia Mannino
       aka Gina Mannino
   Bankr. M.D. Ga. Case No. 09-11544
      Chapter 11 Petition filed August 20, 2009
         See http://bankrupt.com/misc/gamb09-11544.pdf

In Re John Timothy Barts
       aka Tim Barts
   Bankr. D. Md. Case No. 09-25484
      Chapter 11 Petition filed August 20, 2009
         See http://bankrupt.com/misc/mdb09-25484.pdf

In Re Olivia Marie, Inc.
       dba Italmoda Furniture
   Bankr. E.D. Mich. Case No. 09-65896
      Chapter 11 Petition filed August 20, 2009
         See http://bankrupt.com/misc/mieb09-65896.pdf

In Re 2762 KT LLC
   Bankr. E.D. N.Y. Case No. 09-47133
      Chapter 11 Petition filed August 20, 2009
         See http://bankrupt.com/misc/nyeb09-47133.pdf

In Re Markus Klinko Photography, Inc.
   Bankr. S.D.N.Y. Case No. 09-15082
      Chapter 11 Petition filed August 20, 2009
         See http://bankrupt.com/misc/nysb09-15082.pdf

In Re MMW Funding, LLC
   Bankr. W.D. Tex. Case No. 09-53190
      Chapter 11 Petition filed August 20, 2009
         See http://bankrupt.com/misc/txwb09-53190.pdf

In Re ACTION BUSINESS & HOME IMPROVEMENTS, INC.
       dba ABI LIGHTING SIGNS & ELECTRICAL represented by
   Bankr. D. Ariz. Case No. 09-20252
      Chapter 11 Petition filed August 21, 2009
         See http://bankrupt.com/misc/azb09-20252.pdf

In Re The Auto Body Shop, LLC
   Bankr. D. Ariz. Case No. 09-20285
      Chapter 11 Petition filed August 21, 2009
         See http://bankrupt.com/misc/azb09-20285.pdf
         See http://bankrupt.com/misc/tneb09-15094c.pdf

In Re Pappardelle, Inc.
   Bankr. N.D. Calif. Case No. 09-47749
      Chapter 11 Petition filed August 21, 2009
         See http://bankrupt.com/misc/canb09-47749p.pdf
         See http://bankrupt.com/misc/canb09-47749c.pdf

In Re Gregg William Jones
      Judith Fouts Jones
       aka Judith Ann Fouts
       aka Judith F Jones
   Bankr. M.D. Fla. Case No. 09-18485
      Chapter 11 Petition filed August 21, 2009
         [Redacted June 28, 2011]

In Re Stephen L. Schultz
   Bankr. M.D. Fla. Case No. 09-07020
      Chapter 11 Petition filed August 21, 2009
         See http://bankrupt.com/misc/flmb09-07020.pdf

In Re Michael J. McMahon
   Bankr. S.D. Fla. Case No. 09-27475
      Chapter 11 Petition filed August 21, 2009
         Filed as Pro Se

In Re Connect Care Services LLC
   Bankr. D. Idaho Case No. 09-02537
      Chapter 11 Petition filed August 21, 2009
         See http://bankrupt.com/misc/idb09-02537.pdf

In Re Herbert Berry
       dba Preferred Auto Center
       fdba 5605 N. Illinois, Inc.
       fdba TDW Family, LLC
       fdba Preferred Auto Body
   Bankr. S.D. Ill. Case No. 09-32185
      Chapter 11 Petition filed August 21, 2009
         See http://bankrupt.com/misc/ilsb09-32185.pdf

In Re Mid-States Mfg. & Engr., Inc.
   Bankr. S.D. Iowa Case No. 09-04063
      Chapter 11 Petition filed August 21, 2009
         See http://bankrupt.com/misc/iosb09-04063.pdf

In Re Ashton Robert O'Dwyer, Jr.
   Bankr. E.D. La. Case No. 09-12627
      Chapter 11 Petition filed August 21, 2009
         Filed as Pro Se

In Re Norman K. Ferguson
      Dawn H. Ferguson
   Bankr. D. Maine Case No. 09-21320
      Chapter 11 Petition filed August 21, 2009
         See http://bankrupt.com/misc/meb09-21320.pdf

In Re Modern Trailer Sales, Inc.
       dba Modern RV Center
   Bankr. W.D. Mich. Case No. 09-09894
      Chapter 11 Petition filed August 21, 2009
         See http://bankrupt.com/misc/miwb09-09894p.pdf
         See http://bankrupt.com/misc/miwb09-09894c.pdf

In Re Julie Michelle Glass
   Bankr. S.D. Miss. Case No. 09-51815
      Chapter 11 Petition filed August 21, 2009
         Filed as Pro Se

In Re Mountain Valley Water LLC
       aka Springfield Water Company
   Bankr. W.D. Mo. Case No. 09-61915
      Chapter 11 Petition filed August 21, 2009
         See http://bankrupt.com/misc/mowb09-61915.pdf

In Re McCoy Consultants, Ltd.
       dba McCoy Companies Inc.
   Bankr. E.D. N.Y. Case No. 09-76222
      Chapter 11 Petition filed August 21, 2009
         See http://bankrupt.com/misc/nyeb09-76222.pdf

In Re Jerry's Mini Mart, Inc.
   Bankr. W.D. N.C. Case No. 09-40665
      Chapter 11 Petition filed August 21, 2009
         See http://bankrupt.com/misc/ncwb09-40665.pdf

In Re Stanley Ames LaCroix
       fdba Stanley A. LaCroix, D.D.S.
      Susan LaCroix
       aka Susan Cohn LaCroix
   Bankr. W.D. Tex. Case No. 09-12352
      Chapter 11 Petition filed August 21, 2009
         See http://bankrupt.com/misc/txwb09-12352.pdf

In Re Jeffrey Niday
      Linda Niday
   Bankr. M.D. Fla. Case No. 09-07034
      Chapter 11 Petition filed August 22, 2009
         See http://bankrupt.com/misc/flmb09-07034.pdf

In Re Bonmer Inc.
   Bankr. E.D. N.Y. Case No. 09-76237
      Chapter 11 Petition filed August 23, 2009
         See http://bankrupt.com/misc/nyeb09-76237.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Danilo Munnoz, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **