TCR_Public/090908.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, September 8, 2009, Vol. 13, No. 249

                            Headlines

A ADVOCATES & ATTORNEYS: Case Summary & Largest Unsec. Creditors
ABITIBIBOWATER INC: Canada Court Extends Stay Period to Dec. 15
ABITIBIBOWATER INC: Committee May Challenge Liens Until Sept. 25
ABITIBIBOWATER INC: Completes Sale Of Quebec Timberland Assets
ABITIBIBOWATER INC: U.S. Court Sets Nov. 13 Claims Bar Date

ABITIBIBOWATER INC: To Sell Manicouagan Power Plant for $615MM
ALLEN SYSTEMS: S&P Retains Developing Watch on 'CCC+' Rating
AMERICAN ACHIEVEMENT: S&P Raises Corporate Credit Rating to 'B-'
AMERICAN CAPITAL: Notice of Acceleration Won't Affect S&P's Rating
AMERICAN EXECUTIVE: Case Summary & 2 Largest Unsecured Creditors

AMERICAN TONERSERV: Annual Stockholders Meeting on September 24
AMICHAI VARDI: Case Summary & 20 Largest Unsecured Creditors
ANGEL ACQUISITION: June 30 Balance Sheet Upside-Down by $1.67MM
ANTHONY MOSLEY: Case Summary & 20 Largest Unsecured Creditors
ARRAY BIOPHARMA: Insufficient Funding May Affect Going Concern

BACCHUS DEVELOPMENT: Case Summary & 19 Largest Unsecured Creditors
BANK OF GUAM: Fitch Affirms Support Rating Floor at 'B'
BARNES COMMERCIAL: Voluntary Chapter 11 Case Summary
BASE HOLDINGS: Closes Chili's Grill at American Airlines Center
BERTHEL SBIC: Sells Interest in Schebler for $170,000 Cash

BETH WAYNE: Case Summary & 15 Largest Unsecured Creditors
BRUGNARA CORP: Owner Withdraws Guilty Plea in Federal Tax Case
BUSSON DIGITAL: Case Summary & 20 Largest Unsecured Creditors
C & F AUTO: Case Summary & 20 Largest Unsecured Creditors
CAFE DES ARTISTES: NY Restaurant Closes Doors

CANADIAN SUPERIOR: Posts $10MM Net Loss in Quarter Ended June 30
CAPMARK FINANCIAL: $1.6 Bil. Losses Cue S&P to Junk Corp. Rating
CAPMARK FINANCIAL: Moody's Cuts Senior Unsecured Ratings to 'C'
CDX GAS: Court Approves Settlement Pact With Int'l Coal Group
CHARTER COMM: Court Questions $200MM Payment to Allen

CHARTER COMM: M. Ford Wants to Pursue Employment Suit
CIRCUIT CITY: Court OKs Sale of California & Georgia Properties
CIRCUIT CITY: Court OKs Sale of Moreno Valley Property for $2.25MM
CIRCUIT CITY: Disclosure Statement Hearing on September 22
CIRCUIT CITY: Proposes Settlements With GE, et al.

CITY OF VALLEJO: Electrical Workers Union to Appeal CBA Rejection
CMG HOLDINGS: Has Going Concern Doubt Due to Accumulated Deficit
COASTLINE CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
CONGOLEUM CORP: Armstrong Amends Suit Over False Ad Claims
COOPER-STANDARD: Cooper Tire Sues for $60 Mil. in Tax Refunds

COOPER-STANDARD: DIP Facility Matures August 2010
COOPER-STANDARD: Gets Final Approval for Cash Collateral Use
COOPER-STANDARD: U.S. Trustee to Convene Creditors on Sept. 10
COYOTES HOCKEY: Ice Edge Confident of Offer for Hockey Team
COYOTES HOCKEY: NHL Wants Up to $195MM Fee for Relocation

CROSS CANYON: In Talks With Lenders for Waiver of Default
CRUCIBLE MATERIALS: Workers Okay Pay Cuts in New Contract
D&E LEASING: Case Summary & 8 Largest Unsecured Creditors
DBSD NORTH AMERICA: Says Reorganization Plan is Viable
DELPHI CORP: GM & IUE-CWA Interim Pact Includes Delphi Retirees

DELPHI CORP: GM Gets Anti-Trust Office Nod to Buy Assets
DELPHI CORP: Judge Drain Overrules Contract Assignment Objections
DELPHI CORP: Methode to Sue D.A.S. Over Contract Termination
DELTA PETROLEUM: Registers 93.7MM Shares as Part of Tracinda Deal
DELTA PETROLEUM: Special Stockholders' Meeting on October 6

DIAMOND RANCH: June 30 Balance Sheet Upside-Down by $3.85 Million
ENERGY XXI: Debt Exchange Offer Cues S&P to Junk Corp. Rating
ENERGY XXI: Moody's Affirms Corporate Family Rating at 'Caa3'
ENVIRONMENTAL TECTONICS: Registers Shares Under 2009 Stock Plan
ENVIROSOLUTIONS HOLDINGS: Moody's Cuts Corp. Family Rating to Caa3

ESCADA AG: US Court Sets Initial Case Conference for Sept. 9
ESCADA AG: US Unit Gets Interim Nod to Pay Common Carriers
ESCADA AG: US Unit to Honor Prepetition Workers' Programs
ETHOS DESIGN LLC: Case Summary & 20 Largest Unsecured Creditors
EXTENDED STAY: Mezzanine Lenders Want Examiner

FANNIE MAE: Executives' Legal Bills Paid by U.S. Government
FLEETWOOD ENTERPRISES: Retail Units Sec. 341(a) Meet on Sept. 25
FLEETWOOD ENTERPRISES: Wants to Sell IT Assets to En Pointe Tech.
FONTAINEBLEAU LAS VEGAS: Contractors' Notice of FRBP 7030 Probe
FONTAINEBLEAU LAS VEGAS: Contractors Seek to Perfect Lien Claims

FONTAINEBLEAU LAS VEGAS: Court OKs Cash Coll. Use Until Sept. 17
FONTAINEBLEAU MIAMI: May Face Default Judgment
FORMTECH INDUSTRIES: Taps Potter Anderson as Bankruptcy Counsel
FORMTECH INDUSTRIES: U.S. Trustee Picks 3-Member Creditors Panel
FORMTECH INDUSTRIES: Section 341(a) Meeting Slated for October 2

FORMTECH INDUSTRIES: Taps Strobl & Sharp, P.C. as Special Counsel
FRANCESCO CARRUBBA: Case Summary & 9 Largest Unsecured Creditors
FRANKLIN TOWERS: Records $2.2-Mil. Net Loss for 1H of 2009
FTI CONSULTING: S&P Raises Corporate Credit Rating to 'BB+'
FUTURE ENERGY SERVICES: Case Summary & 20 Largest Unsec. Creditors

GENERAL MOTORS: Detroit Diesel Wants Asbestos Suits Stayed
GENERAL MOTORS: Old GM Wants Jan. 27 Extension for Ch. 11 Plan
GENERAL MOTORS: U.S. Antitrust Officials OK Delphi Purchase
GENERAL MOTORS: Unlikely to Sell Opel to Magna, CDU Head Says
GENERAL MOTORS: Koenigsegg Secures Addt'l Funds for Saab Sale Deal

GENERAL MOTORS: Opel Trustees to Meet Sept. 10 on GM Decision
GENTA INCORPORATED: Re-Issues Financial Statements
GKC INVESTMENTS: Case Summary & 4 Largest Unsecured Creditors
GUIDED THERAPEUTICS: Raises $3.5MM by Issuing More 13% Notes
HAIGHTS CROSS: Moody's Changes Default Rating to 'Ca/LD'

HAMPSHIRE GROUP: Jeffrey Meier Retires as VP of Global Sourcing
HRH CONSTRUCTION LLC: Voluntary Chapter 11 Case Summary
IA GLOBAL: March 31 Balance Sheet Upside-Down by $6.27 Million
IMPERIAL INDUSTRIES: Restates June 30, 2009 Balance Sheet
INTEGRAL VISION: Marxe and Greenhouse Disclose 18% Equity Stake

INTEGRAL VISION: Needs Funds in Q3 2009 to Meet Note Payments
JAMES JOHN VLAHOS: Case Summary & 14 Largest Unsecured Creditors
JAMES PENTA: Voluntary Chapter 11 Case Summary
JOSEPH ROSILEZ: Case Summary & 20 Largest Unsecured Creditors
JOSHUA HEDLUND: Case Summary & 5 Largest Unsecured Creditors

KB TOYS: Toys "R" Us Acquires Brand for $2.1 Million
KENNEDY LAW: Files for Chapter 11 Bankruptcy Protection
KK OF SOUTH FLORIDA: In Default of Certain Credit Agreements
KREMEWORKS LLC: Seeks Covenant Waiver From Lender
KRISPY KREME: KKSF in Default of Certain Credit Agreements

KRISPY KREME: Kremeworks Seeks Covenant Waiver From Lender
KRISPY KREME: Posts $157,000 Net Loss in Q2 of Fiscal 2010
KRISPY KREME: Says Mexico Franchise Affected by Country's Woes
KRISPY KREME MEXICO: Operating Results Affected by Country's Woes
LANDAMERICA FIN'L: Employs Jenner & Block as Litigation Counsel

LANDAMERICA FIN'L: Govt Bar Date for Claims vs. LCS on Jan. 14
LANDAMERICA FIN'L: LCS Sells Assets to Lamat LLC Under Ch. 11
LANDAMERICA FIN'L: Meeting of LCS's Creditors on Sept. 9
LANDAMERICA FIN'L: Wants October 15 Extension for Plan Filing
LEHMAN BROTHERS: Examiner's Report is Expected by February 1

LEXARIA CORPORATION: Posts $208,000 Net Loss in Qtr. Ended July 31
LODGENET INTERACTIVE: Key Colony Fund Discloses 6.9% Equity Stake
LODGENET INTERACTIVE: Victorian Capital Discloses 6.1% Stake
LOUNGE 22 LLC: Case Summary & 20 Largest Unsecured Creditors
LUMINENT MORTGAGE: Settles $24MM Contract Breach Dispute With HSBC

LYONDELL CHEMICAL: Asks Court to Halt Suits on Non-Filed Units
MCCLATCHY CO: Receives Compliance Notice From NYSE
MCCLENTON INVESTMENTS: Voluntary Chapter 11 Case Summary
MCGRATH HOTELS: Forced Into Chapter 11 Bankr. by Lighthouse Group
MEDIS TECHNOLOGIES: Incurs $43.5-Mil. Loss for 1H of 2009

METALDYNE CORP: Wants to File Chapter 11 Plan until January 2010
MOECHERVILLE WATER: Case Summary & 2 Largest Unsecured Creditors
MONEYGRAM INT'L: Appoints Patsley to Replace Ryan as CEO
MONEYGRAM INT'L: Panel Approves Option Grant to Woods & O'Malley
MRS JOHN STRONG: Wants to Auction Assets After Filing for Ch 11

NEW MEXICO SOFTWARE: Posts $63MM Net Loss in Quarter Ended June 30
NOEMI YABUT: Case Summary & 18 Largest Unsecured Creditors
NORTEK INC: S&P Downgrades Corporate Credit Rating to 'D'
NORTH AMERICAN ENERGY: Moody's Assigns Ba3 Rating on $205M Notes
NOWAUTO GROUP: To Restate June 30, 2008 Financial Report

PACIFIC ENERGY: Abandons Trading Bay Unit After Sale Collapses
PEREGRINE PHARMA: Posts $2MM Net Loss for Quarter Ended July 31
PHYSICANS IMAGING: Case Summary & 18 Largest Unsecured Creditors
RAPTOR NETWORKS: Balance Sheet Upside-Down by $18MM as of June 30
RASHMI PATEL: Case Summary & 10 Largest Unsecured Creditors

SEAWAY VALLEY: March 31 Balance Sheet Upside-Down by $5.7 Million
SHERYL STILES: Case Summary & 11 Largest Unsecured Creditors
SIGNATURE APPAREL: Forced Into Chapter 7 by Two Creditors
SINO ASSURANCE: Going Concern Uncertainty Due to Neg. Cash Flow
SIRVA INC: Court Strikes Out $38 Mil. Fraud & Antitrust Claims

SIX FLAGS: 32 Units' Schedules of Assets & Debts
SIX FLAGS: 32 Units' Statements of Financial Affairs
SIX FLAGS: G. Osborne Asks for Probe on True Worth
SIX FLAGS: Hearing on Amended Plan Outline on October 8
SIX FLAGS: Revised Budget for Cash Collateral Use

SPORT CHALET: Files Script of Option Exchange Conference Call
STAR TRIBUNE: Insurers Balk Plan's Treatment of Insurance Policy
STERLING SILVER: Alberta Star Eyes Corporate Assets
SUN STATE TREES: Case Summary & 20 Largest Unsecured Creditors
SYDELL INC: Files Chapter 11 as Demand for Spa Treatments Drops

TERRAINE SAUNDERS: Case Summary & 25 Largest Unsecured Creditors
TH PROPERTIES: In Default for Uncompleted Whitfield Project
THOMAS TODD PITTENGER: Case Summary & 16 Largest Unsec. Creditors
TOYS R US: Net Earnings Increases to $27MM for 2nd Fiscal Quarter
TOYS R US: Acquires KB Toys Brand for $2.1 Million

TRAVELLER'S INN: Files for Bankr.; Owner Plans to Sell Assets
TRIBUNE CO: Assumes Web Site Deals With Classified Ventures
TRIBUNE CO: Assumes Willis Tower, Chicago Leases
TRIBUNE CO: Bondholder Trustee Wants to Probe 2007 Buyout
TRIBUNE CO: Proposes Settlement With Calif. Franchise Tax Board

TRIBUNE CO: Wants Lift Stay to Pay ERISA Defense Costs
TRUMP ENTERTAINMENT: Developers Balk at Disclosure Statement
TURCHAN TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors
TVI CORP: Files Reorganization Plan, to Sell Signature
TXCO RESOURCES: Pushes to Amend EnCana Pact to Transfer Oil Rights

US SHIPPING: Has Until December 25 to File Chapter 11 Plan
VALLEY HEALTH: Fitch Downgrades Ratings on $45.5 Mil. Bonds to 'C'
VELOCITY EXPRESS: Management Buyout Group Assigns Stake to Comvest
VERASUN ENERGY: Disclosure Statement Hearing Moved to Sept. 9
VERASUN ENERGY: Pays AgStar $12.5 Mil. to Settle Lawsuit

VERASUN ENERGY: Sells Cargill Receivables to West LB
VERASUN ENERGY: To Auction Undeveloped Illinois Farmlands
WALTER ENERGY: S&P Assigns 'BB+' Rating on $300 Mil. Facility
WILLIAM HALL: Case Summary & 12 Largest Unsecured Creditors
WL HOMES: Nevada Homeowners Want Court OK to Continue Lawsuit

* Stiglitz Says Economic Recovery May Not Be 'Sustainable'
* G-20 Mulls Hike in Standards for More Stable Financial System

* Construction Firms' Bankr. Filings Hurt NW Ark Banks
* More Restaurants Will Close, Experts Say
* S&P's Global Corporate Default Tally Up to 213

* Large Companies With Insolvent Balance Sheets

                            *********

A ADVOCATES & ATTORNEYS: Case Summary & Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: A Advocates & Attorneys of Kennedy Law Group
           aka Kennedy Law Group
           fdba A Professional Association of
            Trial Lawyers, P.A.
           fdba A Personal Injury Law Firm, P.A.
        5100 West Kennedy Boulevard, Suite 100
        Tampa, FL 33609

Bankruptcy Case No.: 09-20020

Chapter 11 Petition Date: September 4, 2009

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

Debtor's Counsel: Scott A. Stichter, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  Email: sstichter.ecf@srbp.com

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

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

A list of the Company's 12 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/flmb09-20020.pdf

The petition was signed by Thomas J. Kennedy, president of the
Company.


ABITIBIBOWATER INC: Canada Court Extends Stay Period to Dec. 15
---------------------------------------------------------------
Honorable Mr. Justice Clement Gascon, J.S.C., of the Superior
Court Commercial Division for the District of Montreal in Quebec,
Montreal, Canada, extended the period within which no right may
be exercised and no proceeding may be commenced or proceeded
against the CCAA Applicants or any of their property, assets,
rights and undertakings, through and including December 15, 2009.

The Applicants' latest CCAA Stay Period expired on September 4,
2009.

Stikeman Elliott LLP, in Montreal, Canada, relates that the CCAA
Applicants have continued to work on implementing and maintaining
effective procedures to permit an efficient monitoring of their
financial situation, along with the assistance of the Ernst &
Young Inc., as the Court-appointed Monitor in the CCAA
Proceedings.

The CCAA Applicants aver that they made and continue to make
significant efforts to address the concerns of all stakeholders.
They expect to conduct discussions and negotiations with their
Unions over the coming weeks, which opportunities will be
provided by an extension of the CCAA Stay Period.

The CCAA Applicants add that they continue to undertake pre-
filing initiatives and are taking the necessary steps to dispose
of non-productive or redundant assets, which processes require
time in order to maximize the return on the disposal of their
assets.

Moreover, the Applicants maintain that an extended Stay Period
will afford them adequate time to make material progress in
relation to their goals.  Accordingly, it will allow the
Applicants to complete the stabilization of their business and
commence negotiations with their stakeholders with a view to
assembling a plan of compromise or arrangement under the CCAA.

The CCAA Applicants affirm that no creditor will suffer any undue
prejudice by the extension of the Stay Period.

            Monitor Supports Extension of Stay Period,
           Presents July-August 2009 Cash Flow Results

In a fifteenth report submitted to the Canadian Court on
September 2, 2009, Ernst & Young, Inc., the Court-appointed
monitor in the Canadian proceedings of the CCAA Applicants,
recommended the extension of the CCAA Stay Period to allow the
Applicants to develop a restructuring plan for the benefit of all
stakeholders.

E&Y Senior Vice President Alex Morrison also apprised Mr. Justice
Gascon regarding the four-week cash flow results of the CCAA
Applicants for the period from July 27, 2009, to August 23, 2009.

Mr. Morrison disclosed that as of August 21, 2009, the Pulp and
Paper Week Report noted that the year-over-year price of
newsprint has fallen from $785 per ton in July 2008, to $645 per
ton in July 2009.  The pace of price decreases, however, have
slowed due to increased downtime taken by newsprint producers,
according to the Report.

During the Reporting Period, the ACI Group had ending cash
balance and liquidity availability that are each $41.3 million
lower than the forecast.  Bowater Canadian Forest Products
Inc., on the other hand, had overall ending cash balance that was
$5.3 million lower than the BCFPI Forecast.

As of August 23, 2009, the ACI Group had cash on hand of
$36.4 million.  In addition, the undrawn portion of the ACI DIP
Facility was $55.2 million; however, $12.5 million of that amount
must remain undrawn under the Facility, resulting in net
available liquidity under the ACI DIP Facility of $42.7 million.
Accordingly, the total liquidity of the ACI Group was
$79.1 million, as at August 23, 2009, Mr. Morrison related.

From the commencement of the CCAA Proceedings until August 23,
2009, the net cash flow for BCFPI was approximately negative
$53.4 million, exclusive of DIP draws.  This negative cash flow is
forecast to be offset somewhat over the next several weeks when
the settlement of funds related to pulp sales occurs, as pulp
sales from BCFPI are collected by Bowater Inc.  The proceeds have
not yet been paid to BCFPI as Management only recently completed
the reconciliation that would allow the transfer to occur, Mr.
Morrison added.

The 15th Monitor Report also notes that the ACI Group has entered
into engagement letters with advisors for the ACI Ad Hoc
Committee of Bondholders, including counsel in the U.S. and
Canada, Broadpoint Capital Inc. and Genuity Capital Markets, each
of which has been retained to advise and perform various services
for the ACI Ad Hoc Bondholder Committee.  The Monitor has
reviewed, and does not object to the Engagement Letters.

The Monitor also points out that payments due to the
beneficiaries under the pension plans maintained by the CCAA
Applicants have not been altered as a result of the CCAA
Proceedings and are being paid in full while negotiations
concerning the future of the Pension Plans are ongoing.  As a
result, current retirees are receiving the full value of amounts
due to them under the relevant Pension Plans and there has been
no adjustment to current service payments, regardless of the
deficits in the relevant Plans, Mr. Morrison tells the Canadian
Court.

A full-text copy of E&Y's 15th Monitor's Report is available for
free at http://bankrupt.com/misc/CCAA_15thMonitorReport.pdf

                   About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 29 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Committee May Challenge Liens Until Sept. 25
----------------------------------------------------------------
To recall, Judge Kevin J. Carey of the United States Bankruptcy
Court for the District of Delaware authorized AbitibiBowater,
Inc., and its debtor affiliates, on a final basis, to borrow up
to $360,000,000, under a Senior Secured Superpriority Debtor-in-
Possession Credit Agreement, dated as of April 21, 2009, with
Fairfax Financial Holdings Ltd. and Avenue Investments, L.P., as
Initial Lenders, and Law Debenture Trust Company of New York, as
administrative and collateral agent.

On a final basis, the Court also allowed the Debtors to enter
into and perform under the Amended and Restated Securitization
Program, a "receivables purchase facility" among (1) Abitibi-
Consolidated, Inc. and Abitibi Consolidated Sales Corporation or
"the Abitibi Group" as Originators, (2) Abitibi Consolidated U.S.
Funding Corp. and Donohue Group as Guarantors, (3) Citibank, as
Agent, and (4) Barclays Capital Inc., as Syndication Agent.  ACI
and ACSC originate accounts receivables under an Amended and
Restated Receivables Purchase Agreement with ACI Funding, Eureka
Securitization, PLC, Citibank, Citibank, N.A., London Branch, as
agent.

Judge Carey subsequently entered a final order on July 1, 2009,
approving in connection with implementation of the Amended and
Restated Securitization Program, the receivables agreements,
which have been amended and restated as of June 16, 2009.

In separate filings with the Court, the Official Committee of
Unsecured Creditors stipulated with the lender parties an
extension of the period, through and including September 25,
2009, within which the Creditors' Committee may:

  (i) assert a Lender Claim under the DIP Agreement, pursuant to
      a stipulation with (x) Wachovia Bank, National
      Association, as agent under that a Credit Agreement dated
      May 31, 2006, as amended, (y) the Bank of Nova Scotia, as
      administrative agent, under the Credit Agreement, and (z)
      Law Debenture Trust Company of New York, as administrative
      agent and collateral agent under the DIP Loan Agreement;
      and

(ii) challenge the stipulations, admissions and releases in the
      Final Securitization Order, solely as they relate to the
      ACCC Term Loan Creditors and ACCC Term Loan Credit
      Documents, pursuant to a stipulation with Wells Fargo
      Bank, National Association, as successor administrative
      agent, under and on behalf of the lenders party to a
      credit agreement dated as of April 1, 2008.

                        *     *     *

The Court authorized the parties to enter into the Stipulations,
full-text copies which are available for free at:

  * http://bankrupt.com/misc/ABH_STIPDIP&CashCollExtension.pdf
  * http://bankrupt.com/misc/ABH_STIPSecuritizationExtension.pdf

The Stipulation relating to the DIP Financing was amended, as
agreed by the parties, to clarify that "Prepetition Secured
Indebtedness," as defined under the Stipulation, includes any
letter of credit issued postpetition by an issuing bank in
accordance with the Prepetition Credit Agreement, to replace,
exchange or continue any other outstanding L/C.

                   About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 29 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Completes Sale Of Quebec Timberland Assets
--------------------------------------------------------------
AbitibiBowater announced that it has completed the sale of
approximately 121,000 hectares (300,000 acres) of private
timberlands in Quebec, Canada, for C$53 million in cash.
AbitibiBowater plans to use the proceeds from this sale for
general corporate purposes.

Timberlands located in the Mauricie, Charlevoix and Saguenay
regions were sold to two newly formed limited partnerships held
by Societe de gestion d'actifs forestiers Solifor, s.e.c.
Timberlands located in the Cote-Nord region were sold to
Amenagements forestiers Portneuf (3908666 Canada Inc.).

                   About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 29 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: U.S. Court Sets Nov. 13 Claims Bar Date
-----------------------------------------------------------
By this motion, AbitibiBowater Inc. and its affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to:

  (1) establish November 13, 2009, at 4:00 p.m., as the final
      date and time for creditors to file against the Debtors
      proofs of claim arising, or deemed to have arisen,
      pursuant to Section 501(d) of the Bankruptcy Code, prior
      to the Petition Date; and

(ii) approve the form and manner of notice of the Bar Date.

Patrick A. Jackson, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, relates that establishing the Bar Date
will enable the Debtors to obtain complete and accurate
information regarding the nature, validity and scope of
prepetition claims, thus allowing the Debtors to concentrate
their efforts on securing the timely approval of a disclosure
statement and confirmation of a plan of reorganization in their
Chapter 11 cases.

The Chapter 11 Debtors are coordinating the claim processes with
the CCAA Applicants.  Accordingly, the CCAA Applicants have also
asked Mr. Justice Gascon to establish November 13, 2009, as the
Claims Bar Date.

Specifically, the Chapter 11 Debtors and the CCAA Applicants
contemplate these procedures for filing proofs of claim:

  (a) Creditors of the U.S. Debtors must file proofs of claims
      in the Chapter 11 Cases.

  (b) Creditors of the CCAA Debtors must file proofs of claims
      in the CCAA Proceeding.

  (c) Creditors of both the U.S. Debtors and the CCAA Applicants
      -- the Cross-Border Debtors -- should file proofs of claim
      in the CCAA Proceeding, provided, however, that the claims
      will be accepted and considered timely in the Chapter 11
      cases if received by the Ernst & Young, Inc., the Court-
      appointed monitor in the Canadian proceedings of the CCAA
      Applicants, prior to the Bar Date.  Conversely, proofs of
      claim filed against the Cross-Border Debtors will be
      accepted and considered timely in the CCAA Proceedings
      if received by Epiq Bankruptcy Solutions LLC, prior to the
      expiration of the Claims Bar Date.

Proofs of Claim sent to Epiq via first-class mail must be
addressed to:

       AbitibiBowater Inc. Claims Processing Center
       c/o Epiq Bankruptcy Solutions, LLC
       FDR Station, P.O. Box 5269
       New York, NY 10150-5269

Proofs of Claim sent to Epiq by hand delivery or overnight mail
must be delivered to:

       AbitibiBowater Inc. Claims Processing Center
       c/o Epiq Bankruptcy Solutions, LLC
       757 Third Avenue, Third Floor
       New York, NY 10017.

The Monitor will provide notice of the Bar Date, and mail proof-
of-claim packages including the Chapter 11 materials, to
creditors of the Cross-Border Debtors.  In addition, any proofs
of claim filed with the Monitor against a Cross-Border Debtor
will be transferred to Epiq for compilation and inclusion in the
Chapter 11 claims registry.  Likewise, any claim filed with Epiq
against a Cross-Border Debtor will be transferred to the Monitor
for compilation and inclusion on the CCAA claims registry.

The Proposed Bar Date Order provides that each person or entity
-- including, without limitation, each individual, partnership,
joint venture, limited liability company, corporation, estate,
trust or governmental unit -- asserting a prepetition claim
against the Debtors will be required to file a separate proof of
claim that substantially complies with Official Bankruptcy Form
No. 10.

The Debtors propose that all holders of claims under Section 503
(b)(9) of the Bankruptcy Code for goods received by the Debtors
within the 20 days prior to the Petition Date must be submitted
on or before the Claims Bar Date.  Any person or entity that
asserts a claim against the Debtors arising from the Debtors'
rejection of an executory contract or unexpired lease must file a
claim on account of rejection damages on or before the later of
(i) the Bar Date, or (ii) 30 days after the effective date of
such rejection established by the Court.

             Parties Not Required to File Claims

The Debtors propose that these persons or entities will not be
required to file proofs of claim:

  * any person or entity that has already properly filed a
    claim;

  * any person or entity (i) whose claim is listed in the
    Schedules or any amendments, and (ii) whose claim is
    not described as "disputed," "contingent," or
    "unliquidated," and (iii) who does not dispute the amount or
    characterization of its claim;

  * professionals retained by the Debtors or the Official
    Committee of Unsecured Creditors pursuant to orders of the
    Court who assert administrative claims for fees and expenses
    pursuant to Sections 330, 331 and 503(b) of the Bankruptcy
    Code;

  * any person or entity that holds or asserts a claim against
    the Debtors pursuant to Sections 503(b) and 507(a)(2) of the
    Bankruptcy Code as an administrative expense; provided,
    however, that the 503(b)(9) Claim must be submitted on or
    before the Bar Date;

  * current officers and directors of the Debtors who assert
    claims for indemnification or contribution arising as a
    result of prepetition or postpetition services;

  * any entity whose claim is limited exclusively to a claim for
    repayment by the applicable Debtors of principal, interest,
    and other applicable fees and charges on or under the credit
    agreement, dated as of May 31, 2006 among Bowater
    Incorporated, Bowater Newsprint South LLC, Bowater Alabama
    LLC, and Bowater Newsprint South Operations LLC as lenders,
    and Wachovia Bank, National Association, as administrative
    agent;

  * any entity whose claim is limited exclusively to a claim for
    repayment by the Debtors of principal, interest, and other
    applicable fees and charges on or under the credit
    agreement, dated as of May 31, 2006 among Bowater Canadian
    Forest Products Inc., as borrower, the US Prepetition
    Borrowers and certain subsidiaries of BCFPI, as guarantors,
    the lenders, and The Bank of Nova Scotia, as administrative
    agent;

  * any entity whose claim is limited exclusively to a claim for
    payment by the Debtors of principal, interest, and other
    applicable fees and charges on or under the Credit and
    Guaranty Agreement, dated as of April 1, 2008, among ACCC as
    borrower, certain Debtors, as guarantors, the other
    guarantors party, the lenders, and Wells Fargo Bank, N.A.,
    as successor-in-interest to Goldman Sachs Credit Partners,
    L.P., as administrative and collateral agent;

  * any entity whose claim is limited exclusively to a claim for
    payment by the Debtors of principal, interest and other fees
    and charges on or under any notes or bonds;

  * any Debtor asserting a claim against another Debtor;

  * any person or entity whose claim has already been paid by a
    Debtor or a CCAA Applicant;

  * any wholly owned non-debtor subsidiary of a Debtor or a CCAA
    Debtors asserting a claim against a Debtor;

  * any person or entity whose claim against the Debtors has
    been allowed by the Bankruptcy or the Canadian Courts,
    pursuant to orders entered on or before the Bar Date; and

  * any person who was an employee of any Debtor or CCAA
    Applicant as of the Petition Date.

Any entity holding any interest in any Debtor, which interest is
based solely upon the ownership of common or preferred stock in a
corporation, a membership interest in a limited liability
company, warrants or rights to purchase, sell or subscribe to
such a security or interest, need not file a proof of interest.

Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, any person or entity that fails to file a timely claim
will not be treated as a creditor for purposes of voting on and
distribution under any Chapter 11 plan proposed and confirmed in
the Debtors' Chapter 11 cases.

The proposed November 13, 2009 Claims Bar Date ensures that
potential claimants receive no less than 60 days' notice after
the service date to file Proofs of Claim in the Debtors' cases,
according to Mr. Jackson.

In its fourteenth report dated August 24, 2009, Ernst & Young,
Inc., the Court-appointed monitor in the Canadian proceedings of
the CCAA Applicants, recommended the approval of the Claims
Procedure in the Chapter 11 and CCAA Insolvency Proceedings, to
provide the Debtors and the Applicants with sufficient time to
address issues relating to the Claims, and ultimately assist in
their restructuring efforts.

A full-text copy of E&Y's 14th Monitor's Report is available for
free at http://bankrupt.com/misc/CCAA_14thMonitorReport.pdf

                     *     *     *

Judge Carey grants the Debtors' request.  Prior to the Court's
approval, the Debtors confirmed that they received no objections
to the Claims Bar Date Motion.  Accordingly, a copy of the Court-
approved Bar Date Notice was filed with the Court.

Mr. Justice Gascon subsequently approved the Bar Date request, as
it applies to the CCAA Applicants.  The CCAA Claims Process,
which was concurrently submitted for the Canadian Court's
approval, outlines the procedures by which creditors can assert
claims as of April 17, 2009, against the Applicants.

"Launching the Claims Process at this juncture demonstrates
continued progress in AbitibiBowater's restructuring efforts,"
stated David J. Paterson, President and Chief Executive Officer
in an official statement.  "This key step in our creditor
protection filings will allow the Company to better assess
the scope and nature of creditor claims and assist AbitibiBowater
in formulating a restructuring plan," he added.

                   About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 29 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: To Sell Manicouagan Power Plant for $615MM
--------------------------------------------------------------
After engaging in negotiations since March 2009, AbitibiBowater
has finally struck a deal for the sale of its 335-megawatt
Manicouagan power plant in Quebec to a joint venture formed by
Hydro-Quebec and Alcoa Inc. for $615 million, Ross Marowits of
The Canadian Press reports.

The deal contemplates the transfer of AbitibiBowater's 60%
interest in the power plant to Quebec's public utility, Hydro-
Quebec; while the remaining 40% of the hydro asset will be held
by Alcoa, The Canadian Press relates.

Mr. Marowits further relates that the sale proceeds:

-- will be used, in part, to repay a $100 million loan the
    Company obtained the Bank of Montreal, which matures in
    November 2009;

-- of about $282 million will be reserved to "meet obligations
    to Alcoa regarding potential tax consequences, pension and
    other liabilities;" and

-- of about $57 million will be used to "pay taxes incurred by
    Alcoa as well as money owed for electricity purchased."

Another $31 million of the sale proceeds will be set aside for
two years to cover indemnification obligations to Hydro-Quebec,
Mr. Marowits adds.

Subject to court and regulatory approvals, the proposed sale is
expected to close by October 15, 2009, according to the report.

                   About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 29 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ALLEN SYSTEMS: S&P Retains Developing Watch on 'CCC+' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'CCC+' rating on
Naples, Florida-based Allen Systems Group will remain on
CreditWatch with developing implications until the company's
proposed $355 million first- and second-lien financing deal is
completed.

"We believe a new financing would be a positive development for
ASG, as it will use the proceeds on the proposed facility to
refinance the existing $340 million senior secured credit facility
and thereby resolve its technical default," said Standard & Poor's
credit analyst Joseph Spence.  As currently proposed, the first-
lien portion consists of a $20 million, three-year revolving
credit facility and a $235 million, four-year term-loan with a
modest amortization schedule.  The second-lien portion consists of
a $100 million, four-and-a-half-year term-loan B.

The resolution of ASG's technical default and resulting post-
transaction pro forma adjusted leverage in the low 5x area would
likely result in the rating being raised to 'B' from CCC+.  At the
same time, S&P would likely assign a 'BB-' rating level to the
first-lien tranche with a recovery rating of '1' and a 'B+' rating
to the second-lien tranche with a recovery rating of '2'.  Given
the tightness of the proposed covenants and the still soft IT
environment S&P expects the outlook to be negative.

Standard & Poor's originally placed the ratings on CreditWatch
negative on June 5, 2008, following ASG's announcement that it
would not be in compliance with certain covenants in its secured
credit facilities due to the revised treatment of several
refinanced operating leases as capital leases, and the subsequent
delay in issuing its compliance documentation.  S&P revised the
CreditWatch to developing on Oct. 3, 2008.


AMERICAN ACHIEVEMENT: S&P Raises Corporate Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Austin, Texas-based American Achievement Corp. to 'B-'
from 'SD' (selective default).  The rating outlook is stable.

The recovery ratings on the debt of AAC and its related entities
remain unchanged.  The issue-level ratings on the debt were raised
in conjunction with the corporate credit rating, in accordance
with Standard & Poor's notching criteria for each debt issue's
recovery rating.  All issue-level ratings previously listed on
CreditWatch were removed from CreditWatch.  Current ratings are:

* AAC's senior secured credit facility is rated 'B+' with a
  recovery rating of '1';

* AAC's senior subordinated notes are rated 'B-' with a recovery
  rating of '3'; and

* American Achievement Group Holding Corp.'s (the parent company
  of AAC) senior PIK notes and AAC Group Holding Corp.'s (the
  intermediate holding company of AAC) senior discount notes are
  rated 'CCC' with a recovery rating of '6'.

The ratings upgrade follows the conclusion of S&P's review of the
company's capital structure subsequent to the most recent subpar
repurchase of $65 million face value of the 12.75% senior PIK
notes (currently accruing PIK interest at a stepped-up rate of
16.75%) issued by AAC's parent company at an aggregate purchase
price of $23 million.  S&P viewed the purchase as being tantamount
to default given the distressed financial condition of the company
and S&P's prior concerns around AAC's ability to sustain its
capital structure over the intermediate term.  There remains an
estimated about $50 million outstanding (including accrued PIK
interest) at August 2009 in these parent company PIK notes.

Funding for the subpar note repurchase was accommodated through
cash at the operating company, as well as proceeds from a
preferred equity issuance from a newly formed, wholly owned
subsidiary of the parent company of AAC, American Achievement
Intermediate Holding Corp. The new preferred equity will accrue
dividends at a rate of 25% per annum and is redeemable at the
option of the company or by the holders of the securities, under
certain circumstances.  Although there are no mandatory redemption
provisions, the preferred issuance requires the company to pursue
a realization event, including a change of control transaction or
an initial public offer, after the fifth anniversary of the
issuance.  In addition, there currently exists $7.5 million of
preferred equity at the parent company which has a mandatory
redemption provision occurring in January 2013.  Given S&P's
expectation for a limited life for these securities, S&P consider
the preferred equity to possess debt-like features and, therefore,
S&P include it as debt when calculating credit measures.

"Although S&P believes the recent notes repurchase will result in
free cash flow generation modestly in excess of accreting debt
balances over the intermediate term, improving the company's
ability to sustain its capital structure, the 'B-' corporate
credit rating reflects AAC's high debt leverage and S&P's concern
about large debt maturities in 2012," noted Standard & Poor's
credit analyst Michael Listner.

Notes totaling about $350 million (including accretion) at AAC and
at AAC's parent and intermediate holding companies mature in 2012,
which S&P expects will represent all but a modest portion of the
company's outstanding debt at that time.


AMERICAN CAPITAL: Notice of Acceleration Won't Affect S&P's Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that the notice of
acceleration from private debt holders, coupled with the
forbearance agreement with virtually all of the note holders, does
not affect S&P's ratings on American Capital Ltd. (B-/Negative/
--).  By issuing the notices of acceleration to ACAS, private note
holders are retroactively entitled to a make-whole payment and all
accrued or unpaid interest.

ACAS paid default interest to the private note holders retroactive
to March 30, 2009, and added obligations under the make-whole
provisions -- about $22 million -- to the principal balance owed
private note holders.  This payment does not materially degrade
ACAS's liquidity position.  On Aug. 21, 2009, S&P lowered its
ratings on ACAS because of accelerated deterioration in the firm's
realized earnings and reported leverage in second-quarter 2009, as
well as the weakening performance of its portfolio companies.  The
forbearance agreement will allow management to continue to
negotiate covenant relief with its lenders.


AMERICAN EXECUTIVE: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: American Executive Services International, LLC
        14340 Biscayne Boulevard
        North Miami, FL 33181

Bankruptcy Case No.: 09-28872

Chapter 11 Petition Date: September 6, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Joel M. Aresty, Esq.
                  13499 Biscayne Blvd #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  Email: aresty@mac.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 2 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/flsb09-28872.pdf

The petition was signed by Jacob Nae, managing member of the
Company.


AMERICAN TONERSERV: Annual Stockholders Meeting on September 24
---------------------------------------------------------------
The Annual Meeting of Stockholders of American TonerServ Corp.
will be held at the Santa Rosa Golf and Country Club, Santa Rosa,
California, on September 24, 2009, at 2:30 p.m. (PDT) for these
purposes:

     1. To elect six directors;

     2. To consider and vote upon the ratification of the
        appointment of Perry-Smith LLP as the independent
        registered public accounting firm for ATS for the fiscal
        year ending December 31, 2009; and

     3. To transact other business as may be properly brought
        before the meeting and any adjournments thereof.

Stockholders of the Company of record at the close of business on
August 26, 2009, are entitled to vote at the meeting and all
adjournments thereof.

These individuals are nominees to serve on the Board of Directors:

                                                    Period of Service
     Name            Age    Positions               as a Director
     ----            ---    ---------               -----------------
   Chuck Mache        52    Director, President     2007 to Present
                            and CEO

   Daniel J. Brinker  52    Chairman of the Board   1995 to Present

   William A.
     Robotham         67    Director                2006 to Present

   Thomas Hakel       49    Director                2001 to Present

   Chad Solter        37    Director                2009 to Present

   Gregory Curhan     47    Nominee for Director    Not Applicable

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?4440

American TonerServ is seeking to renegotiate the terms of a
portion of its short term note obligations or to exchange equity
securities for a portion of the debt.  At June 30, 2009, the
Company had a working capital deficit of $3,846,017, including
cash and equivalent balances of $25,836 compared to a working
capital deficit of $4,973,437 at December 31, 2008.  The deficit
is primarily related to short term note obligations which are due
over the next 12 months.

As of June 30, 2009, the Company had $16.7 million in total assets
and $13.5 million in total liabilities.  The Company's June 30
balance sheet showed strained liquidity with $5.03 million in
total current assets against $8.88 million in total current
liabilities.

The Company believes that it will be successful in addressing its
short term working capital requirements through various
strategies.  In a regulatory filing with the Securities and
Exchange Commission in August, the Company said it has inadequate
financial resources to sustain its business activities as they
currently are.  Management believes that the Company can achieve
positive cash flow through an aggressive organic growth plan to
increase sales, increasing operational efficiencies and by
aggressively reducing overhead costs.

During the six months ended June 30, 2009, the Company raised
$360,000 in proceeds from private offerings.  The Company
estimates that it will need to raise an additional $1,000,000
during the next 12 months to meet its minimum capital
requirements.  There is substantial doubt that the Company will be
able to continue as a going concern, absent raising additional
financing.  There can be no assurance that the Company will be
successful in obtaining the required financing or renegotiating
terms or converting a portion of its short term obligations into
equity.

                     About American TonerServ

American TonerServ Corp. -- http://www.AmericanTonerServ.com/--
markets compatible toner cartridges, serving the printing needs of
small- and medium-sized businesses by consolidating best-in-class
independent operators in the more than $6.0 billion recycled
printer cartridge and printer services industry, offering top-
quality, environmentally-friendly products and local service
teams.


AMICHAI VARDI: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Amichai Vardi
           fdba Westlake Wireless
           dba Valdi Plastics Engineering
        1876 Sandalwood Place
        Thousand Oaks, CA 91362

Bankruptcy Case No.: 09-21702

Chapter 11 Petition Date: September 7, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: David I. Brownstein, Esq.
                  Brownstein & Brownstein LLP
                  21700 Oxnard St., Ste. 1160
                  Woodland, CA 91367
                  Tel: (818) 905-0000
                  Fax: (818) 593-3988
                  Email: brownsteinlaw@gmail.com

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

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

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

             http://bankrupt.com/misc/cacb09-21702.pdf

The petition was signed by Amichai Vardi.


ANGEL ACQUISITION: June 30 Balance Sheet Upside-Down by $1.67MM
---------------------------------------------------------------
Angel Acquisition Corp.'s balance sheet at June 30, 2009, showed
total assets of $1.78 million and total liabilities of
$3.45 million, resulting in a stockholders' deficit of
$1.67 million.

For six months ended June 30, 2009, the Company reported a net
profit of $953,561, compared with a net loss of $823,287 for the
same period in 2008.

For three months ended June 30, 2009, the Company posted a net
loss of $187,054, compared with a net loss of $667,207 for the
same period in 2008.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that it is
dependent upon the available cash on hand and either future sales
of securities or upon its current management or advances or loans
from controlling shareholders or corporate officers to provide
sufficient working capital.  However, there is no legal obligation
for either management or controlling shareholders to provide the
additional fund.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4414

Angel Acquisition Corp., formerly known as Palomar Enterprises,
Inc., was incorporated on March 10, 1999, in accordance with the
laws of the State of Nevada.  On Feb. 5, 2008, Palomar changed its
name to Angel Acquisition Corp. to properly reflect the change in
business direction.  The Company assists private companies in the
process of going public as well as being a licensed mortgage
broker and developer.


ANTHONY MOSLEY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Anthony V. Mosley
        1845 Fairhaven Street
        Las Vegas, NV 89108

Bankruptcy Case No.: 09-26633

Chapter 11 Petition Date: September 4, 2009

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

Judge: Bruce A. Markell

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  626 S Third St.
                  Las Vegas, NV 89101
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  Email: sam@schwartzlawyers.com

                  Nikoll Nikci, Esq.
                  The Schwartz Law Firm
                  626 S Third St.
                  Las Vegas, NV 89101
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  Email: sam@schwartzlawyers.com

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

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

According to the schedules, the Company has assets of at least
$1,053,521, and total debts of $3,928,871.

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

             http://bankrupt.com/misc/nvb09-26633.pdf

The petition was signed by Mr. Mosley.


ARRAY BIOPHARMA: Insufficient Funding May Affect Going Concern
--------------------------------------------------------------
Array Biopharma Inc. recorded a net loss of $127,815,000 on
revenue of $17,228,000 of revenue for fiscal year ended June 30,
2009, compared with a net loss of $96,288,000 on $28,808,000 of
revenue in fiscal year 2008.

The Company had total assets of $94,055,000 against debts of
$168,756,000, resulting to a stockholders' deficit of $73,701,000.

The Company had cash and cash equivalents of $33,202,000 as of
June 30, 2009.  On July 31, 2009, the Company drew $40.0 million
under its Amended Credit Facility with Deerfield Capital.

The Company believes that its existing cash, cash equivalents and
marketable securities, including the $40.0 million disbursement
received July 31, 2009 will enable it to continue to fund
operations for the next 12 months assuming it obtains additional
sources of funding as anticipated and/or reduce our levels of
spending.  This funding may include up-front fees or research
funding through new out-licensing transactions, milestone payments
on existing collaborations, and sales of equity securities or
issuance of additional debt, the Company said.

"However, if we are unable to obtain additional funding to the
extent or when needed, it will be necessary to significantly
reduce our current rate of spending through further reductions in
staff and delaying, scaling back or eliminating certain research
and development programs.  Insufficient funds may also require us
to relinquish greater or all rights to product candidates at an
earlier stage of development or on less favorable terms to us or
our stockholders than we would otherwise choose in order to obtain
funding for further development and/or up-front license fees
needed to fund our operations.  If we are unable to continue to
fund our ongoing operations as a result of insufficient funds, our
ability to continue as a going concern may be in substantial
doubt."

A copy of the Company's Form 10-K is available for free at:

           http://researcharchives.com/t/s?4446

Array Biopharma Inc. is a biopharmaceutical company focused on the
discovery, development and commercialization of targeted small
molecule drugs to treat patients afflicted with cancer,
inflammatory and metabolic diseases.  Its proprietary drug
development pipeline includes clinical candidates that are
designed to regulate therapeutically important target proteins and
are aimed at significant unmet medical needs.  In addition,
leading pharmaceutical and biotechnology companies collaborate
with Array to discover and develop drug candidates across a broad
range of therapeutic areas.


BACCHUS DEVELOPMENT: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Bacchus Development
        8801 Research Drive
        Irvine, CA 92618

Bankruptcy Case No.: 09-19457

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Bacchus Investment Group, LLC                      09-19460
Bacchus Commercial, LLC                            09-19462

Chapter 11 Petition Date: September 4, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Marc J. Winthrop, Esq.
                  660 Newport Center Dr, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  Email: pj@winthropcouchot.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 19 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-19457.pdf

The petition was signed by Steven M. Bren, president of the
Company.


BANK OF GUAM: Fitch Affirms Support Rating Floor at 'B'
-------------------------------------------------------
Fitch Ratings has affirmed the Hagatna, Guam based Bank of Guam's
ratings:

  -- Long-term Issuer Default Rating at 'BBB';
  -- Short-term IDR at 'F2';
  -- Long-term deposits at 'BBB+';
  -- Short-term deposits at 'F2';
  -- Individual at 'C';
  -- Support at '4';
  -- Support Floor at 'B'.

The Rating Outlook is Stable.

Bank of Guam continues to benefit from robust capital levels and
stable funding, while profitability levels declined somewhat as a
result of higher credit costs and net interest margin compression.
The bank's 2008 and first half of 2009 profit levels declined to
$6.2 million and $2.9 million, respectively (return on assets of
0.73% and 0.66%) as the lower interest rate environment pressured
the net interest margin.  In addition, credit costs increased
primarily due to challenging real estate markets in the U.S.,
where Bank of Guam has moderate loan exposure.  The bank continued
to benefit from improving asset quality in its local markets.  In
total, non-performing asset levels are considerable manageable at
2.64% of loans at June 30, 2009.  Further, Bank of Guam benefits
from a stable funding base comprised mostly of core deposits.  The
bank's capital is comprised entirely of common equity, with no
hybrid capital or preferred in the mix.  Its 13.6% Tier I risk-
adjusted capital ratio provides the bank with meaningful financial
flexibility.

Although fiscal challenges are still evident, Guam's economy has
continued to show improvement, and the island territory is
expected to be the recipient of material Federal stimulus monies
for critical infrastructure projects.


BARNES COMMERCIAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Barnes Commercial Holdings, LLC
        PO Box 1537
        Greenville, SC 29602

Bankruptcy Case No.: 09-06594

Chapter 11 Petition Date: September 4, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Robert H. Cooper, Esq.
                  3523 Pelham Road, Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911
                  Email: bknotice@thecooperlawfirm.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 Robert W. Barnes, managing member of
the Company.


BASE HOLDINGS: Closes Chili's Grill at American Airlines Center
---------------------------------------------------------------
Karen Robinson-Jacobs at The Dallas Morning News reports that Base
Holdings LLC has closed the Chili's Grill & Bar at American
Airlines Center.

Base Holdings' lawyer, Richard Pullman, said that the Company
closed the 10-month-old restaurant, removing furniture and
equipment, after an ongoing dispute with Center Operating Co.,
American Airlines Center's landlord, according to The Dallas
Morning.

Center Operating Co. President Brad Mayne said in a statement, "Of
course, we are disappointed that the franchisee has closed the
store that everyone hoped would attract new customers to Victory
Park.  COC has been working diligently for several months to
assist the restaurant operator and continue the Chili's
operations.  Therefore, we were surprised that this action was
taken and especially that it occurred in this manner."

Dallas, Texas-based Base Holdings LLC was launched by entrepreneur
Gilbert Aranza.  It operated Chili's Grill & Bar at American
Airlines Center.

The Company filed for Chapter 11 bankruptcy protection on July 6,
2009 (Bankr. N.D. Texas Case No. 09-34269).  Davor Rukavina, Esq.,
at Munsch, Hardt, Kopf & Harr, assists the Company in its
restructuring efforts.  The Company listed $1,000,001 to
$10,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


BERTHEL SBIC: Sells Interest in Schebler for $170,000 Cash
----------------------------------------------------------
Berthel Growth & Income Trust I said the United States Small
Business Administration, as Receiver for Berthel SBIC, LLC, on
September 2, 2009, provided to Berthel Growth & Income Trust I a
copy of a Securities Purchase Agreement pursuant to which on
July 28, 2009, Berthel SBIC, LLC concluded the sale of securities
in The Schebler Co., an Illinois corporation formerly known as
GMKS Acquisition Corp.

Pursuant to the Transaction, Berthel SBIC LLC transferred its
interest in 166,666 shares of common stock of Schebler, 166,666
shares of preferred stock of Schebler, and a warrant to purchase
1.666% of the issued and outstanding common stock of Schebler.
The Securities represented all of Berthel SBIC LLC's interest in
the capital stock of Schebler.  As consideration for the transfer
of the Securities, Berthel SBIC LLC received the purchase price of
$170,000, in cash.

The Securities were purchased by Schebler, Marshall Capital Fund,
L.P., X-Men, LLC, Barry Cohn, James R. Anderson, Susan Anderson,
Julie Biegert, Douglas Biegert, James R. Booe, and Judy Booe.

Berthel SBIC LLC was the holder of a promissory note delivered to
it by Schebler.  At the closing of the Transaction, Schebler
repurchased the Promissory Note from Berthel SBIC LLC for the
original principal amount of $166,661.33, plus accrued interest
through May 15, 2009, of $2,787.59, plus $59.36 each day
thereafter to the date of closing, paid in cash at the closing of
the Transaction.

There are no material relationships, other than in respect of the
Transaction, between the Purchasers and Berthel SBIC, LLC or
Berthel Growth & Income Trust I or any of their affiliates,
directors or officers, or any associate of any such director or
officer.

As reported by the Troubled Company Reporter on September 22,
2008, Berthel Growth & Income Trust I's wholly owned subsidiary,
Berthel SBIC LLC, violated September 1, 2008, the terms of its
loan agreement dated September 1, 2003, with the United States
Small Business Administration by failing to pay the balance of the
loan in full.  As of September 1, 2008, the balance of the loan is
$2,777,946.30.  As a result of the default, the United States
Small Business Administration on September 3, 2008, issued Berthel
SBIC LLC a notice of default, indicating that if Berthel SBIC LLC
does not pay the amount in full within 30 days, the United States
Small Business Administration will take appropriate legal action.

Berthel SBIC LLC is now in receivership.

                       About Berthel Growth

Based in Marion, Iowa, Berthel Growth & Income Trust I was a
Delaware business trust that has elected to be treated as a
business development company under the Investment Company Act of
1940.  The trust's Registration Statement was declared effective
June 21, 1995, at which time the trust began offering Shares of
Beneficial Interest.  The underwriting period was completed on
June 21, 1997, with a total of $10,541,000 raised.

The trust is a closed-end management investment company intended
as a long-term investment and not as a trading vehicle.

At September 30, 2008, the Trust had $2,760,919 in total assets
and $9,565,186 in total liquidation.


BETH WAYNE: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Beth Wayne
               David R Wayne
                  aka Randy Wayne
               P.O. Box 778
               Bayside, CA 95524

Bankruptcy Case No.: 09-12892

Chapter 11 Petition Date: September 4, 2009

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtors' Counsel: David N. Chandler, Esq.
                  Law Offices of David N. Chandler
                  1747 4th St.
                  Santa Rosa, CA 95404
                  Tel: (707) 528-4331
                  Email: DChandler1747@yahoo.com

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

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

According to the schedules, the Company has assets of at least
$3,023,430, and total debts of $3,479,776.

A list of the Company's 15 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/canb09-12892.pdf

The petition was signed by the Joint Debtors.


BRUGNARA CORP: Owner Withdraws Guilty Plea in Federal Tax Case
--------------------------------------------------------------
Brugnara Corp. and Brugnara Properties VI owner Luke Brugnara has
successfully withdrawn a guilty plea in a tax evasion case, court
documents say.

According to court documents, Mr. Brugnara will go to trial on
both matters early next year.  Mr. Brugnara is also facing federal
charges for allegedly poaching endangered fish on his Gilroy
property, Chris Bone at The Gilroy Dispatch states.  The Gilroy
Dispatch relates that the poaching trial starts on January 25,
2010, while the tax trial begins on February 1, 2010.

The Gilroy Dispatch reports that Mr. Brugnara, if convicted,
could:

     -- end up in prison for up to three years, and would be fined
        with millions of dollars for tax evasion; and

     -- be put in prison for 5.5 years for poaching endangered
        fish and making false statements to investigators.

Court documents say that in April 2008, a federal grand jury
indicted Mr. Brugnara and his seven companies with filing false
claims and failing to report $45.5 million in gains from the sale
of four San Francisco properties and one in Las Vegas between 2000
and 2002.  Mr. Brugnara pleaded guilty in May 2009 to not
reporting $15 million in gains from the sale of two downtown San
Francisco buildings in 2000, in exchange for the dropping of
additional tax charges by U.S. Attorney Joseph Russoniello's
office.  U.S. Attorney Spokesperson Jack Gillund said that
Mr. Brugnara will now face all the charges, The Gilroy Dispatch
states.

According to The Gilroy Dispatch, prosecutors claimed that
Mr. Brugnara failed to report travel through one of his companies,
Brugnara Properties.  The report says that Mr. Brugnara also filed
Chapter 11 bankruptcy claims last winter through three of his
companies -- Brugnara Corporation and Brugnara Properties I and
VI.  Court documents show that creditors in the three bankruptcy
cases have claimed almost $85 million from the commercial property
companies.

Court documents state that the Brugnara VI case was dismissed,
while the other two were converted to Chapter 7.

San Francisco, California-based Brugnara Corporation and Brugnara
Properties VI filed for Chapter 11 bankruptcy protection on
January 7, 2009 (Bankr. N.D. Calif. Case No. 09-30041 and 09-
30038).  David N. Chandler, Esq., at the Law Offices of David N.
Chandler and Stephen D. Finestone, Esq., at the Law Offices of
Stephen D. Finestone, assist Brugnara Corp. and Brugnara
Properties respectively in their restructuring efforts.  Brugnara
Corp. listed $1 million to $10 million in assets and $10 million
to $50 million in debts, while Brugnara Properties listed
$17,800,000 in assets and $17,540,328 in liabilities when they
filed for bankruptcy.


BUSSON DIGITAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Busson Digital Printing, Inc.
           fdba Busson Photography, Inc.
        523 West Tuscarawas Avenue
        Barberton, OH 44203

Bankruptcy Case No.: 09-54018

Chapter 11 Petition Date: September 7, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Harold A. Corzin, Esq.
                  Christine Corzin, Esq.
                  304 N Cleveland Massillon Rd
                  Commonwealth Square
                  Akron, OH 44333
                  Tel: (330) 670-0770
                  Email: hcorzin@csu-law.com

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

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

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

             http://bankrupt.com/misc/ohnb09-54018.pdf

The petition was signed by Dennis R. Busson, president of the
Company.


C & F AUTO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: C & F Auto, Inc.
        21780 Gillette Road
        Watertown, NY 13601

Bankruptcy Case No.: 09-32491

Chapter 11 Petition Date: September 4, 2009

Court: United States Bankruptcy Court
       Northern District of New York (Syracuse)

Judge: Margaret M. Cangilos-Ruiz

Debtor's Counsel: David P. Antonucci, Esq.
                  Antonucci Law Firm
                  12 Public Square
                  Watertown, NY 13601
                  Tel: (315) 788-7300
                  Fax: (315) 788-1643
                  Email: antonlaws@nnymail.com

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

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

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

            http://bankrupt.com/misc/nynb09-32491.pdf

The petition was signed by Charles Minhinnett, president of the
Company.


CAFE DES ARTISTES: NY Restaurant Closes Doors
---------------------------------------------
Florence Fabricant posted at The New York Times blog, Diner's
Journal, that Cafe des Artistes has closed.

According to Diner's Journal, Jenifer and George Lang said that
they had closed for vacation earlier in August and had planned on
reopening in September, but changed their minds.  The report
quoted Ms. Lang as saying, "George is 85, business has been down -
not terrible, but down, like everybody else's -- and we feel it's
time."

Cafe des Artistes opened in 1917.  Cafe des Artistes is among New
York's most theatrical, romantic, and historic restaurants.
Jenifer and George Lang have owned it since 1975.


CANADIAN SUPERIOR: Posts $10MM Net Loss in Quarter Ended June 30
----------------------------------------------------------------
Canadian Superior Energy Inc. posted a net loss of $9.88 million
for three months ended June 30, 2009, compared with a net loss of
$1.58 million for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $18.87 million compared with a net loss of $3.45 million for
the same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $445.51 million, total liabilities of $225.66 million and
stockholders' equity of about $219.85 million.

A full-text copy of the Company's Form 6-K is available for free
at http://ResearchArchives.com/t/s?4417

Canadian Superior Energy Inc. -- http://www.cansup.com/-- is a
Calgary, Alberta, Canada-based diversified global energy company
engaged in the exploration and production of oil and natural gas,
and liquefied natural gas projects, with operations offshore
Trinidad and Tobago, offshore Nova Scotia, Canada, in Western
Canada, in the United States and in North Africa.

On March 5, 2009, Canadian Superior made an application for
protection under the Companies' Creditors Arrangement Act and an
Initial Order was granted by the Court of Queen's Bench of Alberta
for creditor protection for 20 days, which was subsequently
extended to May 4, 2009, June 4, 2009, July 24, 2009, and
Sept. 15, 2009.  Deloitte & Touche Inc. was appointed Interim
Receiver of the Company's Participation Interest in Block 5(c)
Trinidad pursuant to a Court Order granted by the Court of Queen's
Bench of Alberta.  At June 30, 2009, the Company estimates its net
obligation to the receiver to be approximately $49.5 million,
which includes $74.6 million paid by the receiver net of $25.1
million of Block 5(c) joint interest billings collected by the
receiver on the Company's behalf.  The Court appointed Hardie and
Kelly Inc. as Monitor of the Company.


CAPMARK FINANCIAL: $1.6 Bil. Losses Cue S&P to Junk Corp. Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Capmark Financial Group Inc., including lowering the
local-currency, long-term corporate credit rating on the company
to 'CC' from 'B-'.  At the same time, S&P revised the CreditWatch
listing of the ratings to negative from developing, where it was
placed on April 24, 2009.

All of S&P's Capmark-related commercial mortgage-servicer rankings
(in the U.S., S&P's "strong" commercial mortgage master servicer,
primary servicer, and special servicer rankings on Capmark Finance
Inc.; in Japan, S&P's "above average" commercial mortgage master
servicer and commercial mortgage primary servicer rankings on
Premier Asset Management Co.; and in Canada, S&P's "above average"
commercial mortgage primary servicer ranking on Capmark Canada
Ltd.) are unchanged and remain on CreditWatch with negative
implications, where S&P placed them on March 5, 2009.  Although
the lowered credit rating has changed the financial position
associated with these servicer rankings to "insufficient" from
"sufficient," Capmark's servicer entities remain on S&P's Select
Servicer List in accordance with S&P's revised criteria dated
April 16, 2009.  The CreditWatch on the servicer rankings also
remains in place as S&P conducts additional reviews of these
servicing operations.

The downgrade follows Capmark's announcement that it lost
$1.6 billion in second-quarter 2009 and that it has entered into
an asset-put agreement that gives it the right to sell its North
American servicing and mortgage-banking businesses.  "We expect
Capmark either to enter Chapter 11 bankruptcy proceedings or to
negotiate a distressed exchange outside of bankruptcy, which most
likely would affect most of its debt.  "We will consider either of
these events to be a default," said Standard & Poor's credit
analyst Jeffrey Zaun.

By selling its servicing and originations businesses, the firm
should be able to preserve their value.  But the consideration
received in the sale -- $375 million in cash and a $75 million
note -- will not enable Capmark to meet its debt obligations.

The CreditWatch with negative implications indicates that S&P
expects the firm to default in the coming months.  Because the
company has enough unrerestricted cash to meet short-term
obligations and funding commitments ($1.2 billion at the holding
company), S&P expects that default may be delayed while management
negotiates with creditors.


CAPMARK FINANCIAL: Moody's Cuts Senior Unsecured Ratings to 'C'
---------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured ratings
of Capmark Financial Group Inc. to C from Caa1 following Capmark's
announcement of its potential sale of its North American servicing
and mortgage banking businesses, its announcement of second
quarter 2009 operating results and its update on its restructuring
efforts.

In Moody's view, the sale of the servicing and mortgage banking
businesses would remove key sources of income needed to service
and repay unsecured debt obligations, while impairing the value of
its franchise and remaining businesses.  The rating also accounts
for the material deterioration in asset quality, the diminished
size of its unencumbered asset portfolio, and the potential for
additional required support (possibly in cash and/or assets) to
bolster Capmark Bank.  As a result, Moody's believes that the
unsecured lenders and bondholders, either in a default or a
restructuring scenario, would experience substantial losses.  The
C rating reflects the potential loss severity.

These ratings were downgraded:

* Capmark Financial Group Inc. -- senior unsecured debt to C from
  Caa1

Moody's last rating action with respect to Capmark Financial Group
was on April 28, 2009 when Moody's downgraded the company to Caa1
from B2.  The ratings remained under review for possible
downgrade.

Capmark Financial Group Inc., formerly known as GMAC Commercial
Holding Corp., is an industry leader in the commercial real estate
finance, investments and services, with 55 offices worldwide.  It
is headquartered in Horsham, Pennsylvania, USA.

Capmark Financial Group's ratings were assigned by evaluating
factors Moody's believes 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 Capmark's core industry and the company's ratings are
believed to be comparable to those of other issuers of similar
credit risk.


CDX GAS: Court Approves Settlement Pact With Int'l Coal Group
-------------------------------------------------------------
CDX Gas LLC has reached a settlement with International Coal Group
Inc. and its subsidiaries, which earlier had objected to the
debtor's disclosure statement on the grounds that it was not
specific enough regarding its plan for certain contracts,
according to Law360.  The Hon. Letitia Paul of U.S. Bankruptcy
Court for the Southern District of Texas approved the deal that
CDX struck with International Coal Group's subsidiary CoalQuest
Development LLC.

As reported on the Troubled Company Reporter on August 11, 2009,
the Debtors filed a document containing three separate Chapter 11
plans for three groups -- a liquidating plan for CDX Acquisition,
a reorganization plan for CDX Gas and another plan for CDX
Exploration LLC.  Holders of debt backed by second priority liens
on CDX's assets will receive 95.5% of the membership interests of
reorganized CDX Gas.  Holders of first lien debt will receive full
payment.  Copies of the Plan and the Disclosure Statement are
available for free at:

      http://bankrupt.com/misc/CDX_DiscStatement.pdf
      http://bankrupt.com/misc/CDX_Plan.pdf

Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/--
is an independent gas company that explores, develops, and
produces onshore North American unconventional natural gas
resources located in coal, shale, and tight gas sandstone
formations.

The Company and 19 of its affiliates filed for Chapter 11
protection on December 12, 2008 (Bankr. S.D. Tex. Lead
Case No. 08-37922).  CDX Rio, LLC, an entity in which CDX Gas
indirectly owns a 90% membership interest, and Arkoma Gathering,
LLC, an entity in which CDX Gas owns a 75% membership interest,
filed for Chapter 11 protection on April 1, 2009.  In its
schedules, CDX listed total assets of $996,308,606 and total debts
of $831,259,526.

Harry Perrin, Esq., D. Bobbitt Noel, Esq., John E. Mitchell, Esq.,
and Michaela C. Crocker, Esq., at Vinson Elkins LLP, represent the
Debtors in their restructuring efforts.  Gardere Wynne Sewell LLP,
serves as conflicts counsel.  Epiq Bankruptcy Solutions, LLC, is
the claims and noticing agent.  The Debtors also hired Ryder Scott
Company, L.P. as Petroleum Consultants; Wilhoit & Kaiser as
special title examination counsel; Fish & Richardson LLP as
Special Intellectual Property Counsel; Deloitte Tax LLP as Tax
Consultants; and Jefferies & Company, Inc., as valuation experts.

On January 7, 2009, the Office of the United States Trustee
informed the Court of its inability to solicit sufficient interest
from creditors to form an official committee of unsecured
creditors.


CHARTER COMM: Court Questions $200MM Payment to Allen
-----------------------------------------------------
At the hearing held September 2, 2009, to consider confirmation of
Charter Communications, Inc., and its subsidiaries' Amended Joint
Plan of Reorganization, Judge James M. Peck questioned Paul G.
Allen's investment manager, Lance Conn, why he thinks Mr. Allen is
entitled to "compensation" as part of Charter's restructuring,
Josh Kosman of The New York Post reports.

Mr. Allen's role in Charter's debt restructuring is under scrutiny
since distributions are being provided to him on account of his
equity interests in Charter, in direct violation of the absolute
priority rule.

Charter's restructuring, notes the New York Post, particularly
calls for Mr. Allen to be paid around $200 million, based on his
having provided the company with between $2 billion and $3 billion
of value.

Mr. Kosman said many people at the courtroom were startled when
Judge Peck asked Mr. Conn if he thought it "appears somewhat
unseemly for a person as wealthy as Allen" to be collecting money
in the bankruptcy.  Mr. Allen, a co-founder of Microsoft, is
reportedly worth more than $10 billion.

As previously reported, the Debtors' pre-arranged Chapter 11 plan,
is premised on a global settlement with Mr. Allen, and is
supported by the members of an Unofficial Cross-over Committee
representing the interests of Holders of CCH I Notes and CCH II
Notes.  The CII Settlement forms the basis for the Plan, which:

  -- cancels approximately $8 billion of debt at various holding
     companies;

  -- reduces Charter's annual interest expense by more than
     $830 million;

  -- raises approximately $1.6 billion in additional equity
     through a rights offering; and

  -- refinances approximately $1.467 billion in senior holding
     company debt instruments.

"[Mr.] Allen's Vulcan Ventures has teamed with the owners of
about half of Charter's bonds -- including Leon Black-led Apollo
Management -- to propose a reorganization of the cable company, in
which the bondholders would get ownership in the company in
exchange for forgiving about half of what they're owed," notes Mr.
Kosman.

Mr. Conn defended the proposed deal, saying Mr. Allen invested
$8 billion in the firm, and has sustained losses as a result of
its struggles, added Mr. Kosman.

However, the report noted that Mr. Allen has personally benefited
from Charter's billions in losses by applying that red ink to his
profitable investments, thus reducing his tax burden.

"I think if we made a decision based upon appearance, we would be
in a different place," Mr. Conn told Judge Peck at the hearing,
says the New York Post.

To recall, the Confirmation Hearing on the Debtors' Plan commenced
July 20, 2009, with Sept. 2 set as the last day of hearing.

Prior to the Sept. 2 Hearing, speculations have circulated that
Charter's Plan may have reached an impasse, after bondholders
contended that allowing Mr. Allen to retain control of the company
post-bankruptcy only benefits himself.  According to the New York
Post, sources said that after spending the summer in a legal back-
and-forth, the banks opposing the Plan and bondholders who
sponsored the Plan are not talking.

The banks have asked for one or two percentage points more in
interest on their roughly $8 billion in debt, several sources
said, according to the New York Post.  That would amount to
between $80 million and $160 million a year extra for Charter,
which after the reorganization expects to generate $300 million
annually in free cash flow.

Charter's plan would leave Mr. Allen with the biggest voting stake
and keep the company's tax structure intact, the report added.
This allows Mr. Allen to take advantage of $1 billion in net
operating losses.

However, JPMorgan and other senior Charter lenders, according to
the New York Post, object to the restructuring, saying it amounts
to a change of control since the bondholders would wind up owning
the business in exchange for forgiving about half their loans.
With a change in the ownership structure, Mr. Allen would be
unable to take advantage of Charter's net operating losses, making
him personally liable for more than $1 billion in taxes, a source
said, according to the report.

According to New York Post, several sources said Charter has not
been willing to agree to such a concession since the equity and
debt markets have rallied, and appears to have stopped negotiating
altogether with Charter's senior lenders.

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had
total assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.

Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation
consultants are Duff & Phelps LLC; the Debtors' financial advisors
are Lazard Freres & Co. LLC; and the Debtors' restructuring
consultants are AlixPartners LLC.  The Debtors' regulatory counsel
is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP.  The
Debtors' claims agent is Kurtzman Carson Consultants LLC.

Bankruptcy Creditors' Service, Inc., publishes Charter
Communications Bankruptcy News.  The newsletter tracks the Chapter
11 proceedings undertaken by Charter Communications and more than
100 of its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


CHARTER COMM: M. Ford Wants to Pursue Employment Suit
-----------------------------------------------------
Maureen Ford asks the Court to lift the automatic stay pursuant to
Section 362(d)(1) of the Bankruptcy Code to the extent necessary
to allow her to continue and pursue her claim against Charter
Communications, Inc., arising out of various acts of employment
discrimination, asserted in Maureen Ford vs. Charter
Communications, Inc.

Prior to the Petition Date, Ms. Ford filed a four-count complaint
against Charter in a circuit court in the state of Michigan,
asserting that her employment was terminated due to age and gender
discrimination in violation of the Age Discrimination in
Employment Act and the Michigan Elliott Larsen Civil Rights Act.

Representing Ms. Ford, Edward R. Minson, Esq. at Stein Riso
Mantel, LLP, in New York, asserts that she was fired after long
tenure with the Debtor, like others over 50 years old, for
allegedly not meeting the "Standards of Success" Sales Guidelines
of the Company.  Mr. Minson contends, among other things, that Ms.
Ford was held to objectively stricter standards than a comparably
situated male.

Mr. Minson argues that the Debtors will not be greatly prejudiced
if the automatic stay is lifted, while Ms. Ford will be
substantially harmed without the relief.  He points out that
Charter is a multi-billion dollar going-concern and appears to
have adequate resources to mount a viable defense if the stay is
lifted, particularly in light of the representations it made at
the commencement of bankruptcy just months ago.

The Court will commence a hearing on September 24, 2009, at
10:00 a.m. to consider the request.  Objections are due
September 21.

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had
total assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.

Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation
consultants are Duff & Phelps LLC; the Debtors' financial advisors
are Lazard Freres & Co. LLC; and the Debtors' restructuring
consultants are AlixPartners LLC.  The Debtors' regulatory counsel
is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP.  The
Debtors' claims agent is Kurtzman Carson Consultants LLC.

Bankruptcy Creditors' Service, Inc., publishes Charter
Communications Bankruptcy News.  The newsletter tracks the Chapter
11 proceedings undertaken by Charter Communications and more than
100 of its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


CIRCUIT CITY: Court OKs Sale of California & Georgia Properties
---------------------------------------------------------------
Circuit City Stores Inc. and its affiliates obtained the Court's
authority to sell three properties, including the buildings,
fixtures and equipment found in the properties, free and clear of
all liens to proposed purchasers or to otherwise better bidders:

  (1) certain of Circuit City Store, Inc.'s real property
      located at 1332-1406 Virgil Place, in Los Angeles,
      California;

  (2) certain of Circuit City Stores West Coast, Inc.'s real
      property located at 4070-4080 Stevens Creek Boulevard, in
      San Jose, California; and

  (3) Circuit City's real property located at 1325 West
      Corporate Court, in Lithia Springs, Georgia.

The Debtors entered into separate agreements with the proposed
purchasers for these properties:

  (1) James Moushould for the Virgil Place LA Property.  A copy
      of the Moushould Agreement is available for free at:
      http://bankrupt.com/misc/CC_LApropSaleAgreement062309.pdf

  (2) Mathew Zaheri for the San Jose Property.  A copy of the
      Zaheri Agreement is available for free at

http://bankrupt.com/misc/CC_SanJosePropSaleAgreement072009.pdf

  (3) Axion Holdings, LLC for the Lithia Springs Property.  A
      copy of the Axion Agreement is available for free at:

http://bankrupt.com/misc/CC_LithiaSpringsPropSaleAgreement070509.p
df

In light of the failure to obtain any feasible going concern bids
and the decision to liquidate the Debtors' inventory through
going-out-of-business sales, the Debtors have been left with
various assets for which they have no remaining use.  The sale of
these assets, including the Properties, would result in
significant proceeds for the Debtors' estates and creditors,
Douglas M. Foley, Esq., at McGuireWoods LLP, in Richmond,
Virginia, said.

The Debtors, as seller, own the San Jose Property, comprising
approximately 5.17 acres in San Jose, California.  In addition to
operating a retail store on the San Jose Property, Circuit City
West leases certain portions of the Property to Don Sherwood Golf
Shop, Inc., pursuant to a lease dated January 26, 2998, as
amended.  The Sale of the San Jose Property would be subject to
the Lease, which would be assigned to any purchaser of the San
Jose Property, Mr. Foley informed the Court.

According to Mr. Foley, the salient terms of the Agreements
include:

  (a) Circuit City would sell the Virgil Place LA Property to
      Mr. Moushould for $325,000;

  (b) The purchase price to be paid by Mr. Zaheri for the
      San Jose Property would be $8,250,000;

  (c) The purchase price for the Lithia Springs Property is
      $1,500,000, subject to higher or otherwise better
      proposals.

  (d) In accordance with the Moushould Agreement, Mr. Moushould
      has placed $32,500 into an escrow account with Chicago
      Title Insurance Company for the Virgil Place LA Property.
      Upon closing of the Sale, or if the Moushould Agreement is
      terminated before Closing because of the Purchaser's
      breach of the Agreement, Circuit City would be entitled to
      the funds in the escrow account.  Retention of the Deposit
      would constitute the Seller's sole recourse in that event.

  (e) In accordance with the Zaheri Agreement, Mr. Zaheri has
      placed $500,000 into an escrow account with Fidelity
      Title for the San Jose Property.  Upon closing of the
      Sale, or if the Zaheri Agreement is terminated before
      Closing because of the Purchaser's breach of the
      Agreement, the Seller would be entitled to the funds in
      the escrow account.

      In recognition of Mr. Zaheri's expenditure of time,
      energy, and resources, Circuit City West has agreed to
      reimburse Mr. Zaheri for his reasonable out-of-pocket
      third-party due diligence expenditures actually incurred
      in connection with the Zaheri Agreement, in an amount not
      to exceed of $37,500.

  (f) In accordance with the Axion Agreement, Axion will deliver
      to Chicago Title Insurance Company $250,000 for the Lithia
      Springs Property.  If the Sale is consummated under the
      Axion Agreement, the Deposit will be applied to the
      Purchase Price.  If the Axion Agreement is terminated
      before Closing of the Sale because of Axion's breach of
      the Agreement, Circuit City would be entitled to retain
      the Deposit as the Seller's sole recourse.

      Circuit City has agreed to reimburse Axion for its actual,
      reasonable, verifiable and documented third-party out-of-
      pocket costs and expenses in an amount not greater than
      $25,000.

               Golfsmith Objects to San Jose Sale

On July 30, 2009, Golfsmith International, L.P., provided written
notification to the Debtors, as Sellers, regarding various issues
with the San Jose Property constituting violations of the
Seller's obligations under the Lease.  During the two months
before the Notice Date, Golfsmith repeatedly attempted to contact
Sarah Snelson, the individual the Debtors had originally
indicated to Golfsmith to be the appropriate business contact for
the Property, without success, Catherine Creely, Esq., at Akin
Gump Strauss Hauer & Feld LLP, in Washington, D.C., relates.

Upon information and belief, Ms. Snelson is no longer employed by
the Debtors, Ms. Creely adds.

Golfsmith does not object per se to the Seller's proposal to sell
the Property and to assume and assign the Lease to the Purchaser
or another successful bidder.  However, Golfsmith does object to
any proposal of the Seller to assume and assign the Lease without
curing certain Lease violations, Ms. Creely tells the Court.

At or immediately following the time of the proposed transfer of
the Property, if the violations are not remedied, the Debtors
will be in default under the Lease, according to Ms. Creely.

Accordingly, Golfsmith objects to the assumption and assignment
of the Lease to the extent that the Lease violations are not
immediately rectified.

                         *     *     *

Pursuant to court-approved bidding procedures, auctions were
conducted with respect to the sale of the three Properties.

In separate orders, the Court granted the Sale Motions and
approved the sale to the best bidders and the corresponding
purchase agreements:

  (1) Agreement dated August 25, 2009, between Circuit City and
      Children's Hospital Los Angeles, a California non-profit,
      public benefit corporation, with respect to the Virgil
      Place LA Property, with a purchase price of $500,000.  A
      copy of the order and agreement is available for free at:

      http://bankrupt.com/misc/CC_OrdVirgilLAPropSale083109.pdf

  (2) Agreement dated August 26, 2009, between Circuit City West
      and Smythe European, Inc., with respect to the San Jose
      Property, with a purchase price of $11,150,000.  A copy of
      the order and the agreement is available for free at:

       http://bankrupt.com/misc/CC_OrdSanJosePropSale083109.pdf

  (3) Agreement with Axion for the Lithia Springs Property.  The
      Purchase Price is $2,200,000.  A copy of the order and
      agreement is available at no charge at:

http://bankrupt.com/misc/CC_OrdLithiaSpringsPropSale083109.pdf

Any and all objections to the Sale Motions not waived, withdrawn
settled, adjourned or otherwise resolved are overruled on the
merits and denied with prejudice.

                        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.

                        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: Court OKs Sale of Moreno Valley Property for $2.25MM
------------------------------------------------------------------
Circuit City Stores and its affiliates asked the Court to, among
other things, a sale process for Circuit City Stores West Coast,
Inc.'s real property located at 12530 Day Street in Moreno Valley,
California.  The Debtors proposed to sell the property to 99cents
Only Stores for $2.25 million, absent higher and better bids for
the property.

Following a sale hearing, the Bankruptcy Court has approved the
Agreement dated May 15, 2009, between Circuit City Stores West
Coast, Inc., and 99cents Only Stores.  The Purchase Price is
$2,250,000.

A copy of the sale order is available for free at:

  http://bankrupt.com/misc/CC_OrdMorenoVallPropSale083109.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: Disclosure Statement Hearing on September 22
----------------------------------------------------------
The Bankruptcy Court will convene a hearing on September 22, 2009,
to consider approval of the disclosure statement attached to the
proposed Chapter 11 plan of liquidation sponsored by Circuit City
Stores Inc.  Judge Huennekens has extended the deadline for
parties to object to the Disclosure Statement to September 18,
2009, at 4:00 p.m.

The Debtors and the Creditors Committee have propose this schedule
in line with confirmation of the Plan:

Date           Event
----           -----
Sep. 18, 2009  Disclosure Statement objection deadline
Sep. 22, 2009  Disclosure Statement hearing
Sep. 22, 2009  Voting record date
Sep. 30, 2009  Solicitation Package mailing date
Sep. 30, 2009  Deadline to publish confirmation hearing notice
Oct. 20, 2009  Deadline for Debtors to object to claims for
                   voting purposes
Nov.  5, 2009  Exhibit filing deadline
Nov. 10, 2009  Voting deadline
Nov. 10, 2009  Rule 3018(a) motion deadline
Nov. 16, 2009  Confirmation objection deadline
Nov. 23, 2009  Confirmation hearing

The Court has previously approved the Debtors' retention of
Kurtzman Carson Consultants, LLC as claims, noticing and
balloting agent, recounts the Debtors' counsel, Douglas M. Foley,
Esq., at McGuireWoods LLP, in Richmond, Virginia.

                         The Proposed Plan

Circuit City Stores, Inc., and its affiliated debtors delivered
their Joint Plan of Liquidation and accompanying Disclosure
Statement to the U.S. Bankruptcy Court for the Eastern District
of Virginia on August 24, 2009.

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

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

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

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

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

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

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

                        About Circuit City

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

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

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

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


CIRCUIT CITY: Proposes Settlements With GE, et al.
--------------------------------------------------
Pursuant to Sections 105 and 365 of the Bankruptcy Code and Rule
9019 of the Federal Rules of Bankruptcy Procedure, Circuit City
Stores Inc. and its affiliates ask the Court to approve
stipulations they entered into with:

    (i) Federal Warranty Service Corporation and certain
        affiliates,

   (ii) General Electric Company, and

  (iii) Service Plan, Inc., and certain affiliates.

As part of the Debtors' consumer electronics business, they also
sold long-term service contracts -- warranties -- for products
purchased through their stores, as well as those purchased
online.  Each Service Contract was sold pursuant to agreements
with various third parties, Douglas M. Foley, Esq., at
McGuireWoods LLP, in Richmond, Virginia, relates.

Generally, the Debtors acted as the claims administrator and
performed various product repair and replacement services, and
third parties acted as underwriters to insure the obligations
associated with the Service Contracts.

In their role as claims administrator, the Debtors received and
processed claims and performed repairs or provided replacement
products, or subcontracted with additional third parties,
including GE, to provide repairs.  The Debtors submitted each
claim to third-party insurers, including the Settlement Parties,
for reimbursement, according to Mr. Foley.

                     Relationship with SPI

On December 1, 1992, Circuit City and SPI entered into three
agreements pursuant to which the Debtor agreed to sell certain
Service Contracts, act as third-party claim administrator, and
perform various product repair and replacement services.  SPI
agreed to act as the underlying obligor:

  (a) Agreement Regarding Repair Service Agreements -- SPI
      Master Agreement;
  (b) Authorized Repair Center Agreement; and
  (c) Contingent Commission Agreement.

In November 2006, Circuit City and GE entered into a letter
agreement whereby the parties agreed that GE would satisfy
certain claims by performing repair services the Debtor was
obligated to perform under the Repair Center Agreement with SPI.
The parties further agreed that GE would submit the claims in the
appropriate format to Circuit City, as the claim administrator,
for processing.  Once processed, Circuit City agreed to submit
the GE claims to SPI for payment.  Upon receiving payment,
Circuit City further agreed to reimburse GE for all valid GE
Claims, Mr. Foley informs the Court.

Circuit City ceased selling Service Contracts under the SPI
Master Agreement in late 2006, but continued to serve as claims
administrator and provided repair and replacement services.  GE
continued to provide repair services.  However, since the
Petition Date, SPI has not remitted any payments to Circuit City
on account of GE's claims, Mr. Foley says.

The most recent distribution from the certain claim fund under
the SPI Master Agreement was due February 2009, but was not paid,
he notes.

The Debtors sent SPI a demand for payment of approximately
$21,000,000 in April 2009.  The demand included amounts on
account of certain GE Claims.  Among other things, SPI argued
that as a result of the Debtors' liquidation, it was unlikely
that the Claim Fund would be sufficient to satisfy potential
claims, according to Mr. Foley.

           Relationship with GE and Federal Warranty

In 2000, Circuit City began to sell Service Contracts for
personal computers.  The Service Contracts were sold as part of a
relationship with GE and, later, Federal Warranty.  In December
2006, Circuit City transitioned its Service Contract business
with SPI to GE and Federal Warranty.  As a result, the Debtor's
entire Service Contract business since December 206 was with GE
and Federal Warranty, Mr. Foley relates.

Circuit City and GE have entered into various agreements --
Assurant Agreements -- wherein the Debtor marketed and sold
Service Contracts and administered and performed repair and
replacement services for certain Service Contracts:

  (a) an agreement for the sale of personal computer service
      contracts -- PC Program Agreement;

  (b) Consumer Electronics Program Agreement dated December 1,
      2006, as amended -- Brown Goods Program Agreement; and

  (c) Consumer Electronics Program Services Agreement dated
      December 1, 2006, as amended -- Brown Goods Services
      Agreement.

On September 26, 2008, GE assigned, sold or otherwise transferred
all of its rights, title and interest in and under the Assurant
Agreements to Federal Warranty.

Under the Assurant Agreements, GE and Federal Warranty served as
the obligor for Service Contracts issued, and Federal Warranty
continues to serve as the obligor for Service Contracts in all
States, except allegedly in the State of Massachusetts, Mr. Foley
relates.

As of March 31, 2009, Circuit City asserted that approximately
$18,000,000 was immediately due and payable under the Assurant
Agreements.  The Debtors also asserted that once all Service
Contracts and all claims were administered, they would be
entitled to millions of dollars on account of certain
"Underwriting Profit."  Federal Warranty contended that the
Debtors owed it $17,800,000 on account of postpetition Service
Contract sales and unpaid GE Claims, and that no Underwriting
Profit would ever come due and payable under the Assurant
Agreements, according to Mr. Foley.

As of the Petition Date, both GE and Federal Warranty asserted
that Circuit City owed each party for various amounts under the
Assurant Agreements.  GE has filed secured claims in excess of
$29,000,000.  Federal Warranty has likewise filed various claims,
Mr. Foley notes.

                        SPI Stipulation

SPI and the Debtors agreed, among other things, that:

  (a) SPI will make a one-time cash payment to the Debtors of
      $23,250,000.

  (b) The parties mutually release each other from any and all
      past, present and future claims, demands, damages,
      obligations, liabilities, losses, costs, expenses, fees
      and causes of action of every nature, character and
      description for anything and everything based on, related
      to, in connection with, or resulting from any facts,
      events, circumstances, acts, or failures to act related to
      the SPI Agreements, the Debtors, or these Chapter 11
      cases.

                      Assurant Stipulation

Pursuant to the Assurant Stipulation among the Debtors and
Federal Warranty, the parties agree, among other things, that:

  (a) The Brown Goods Services Agreement, PC Program Agreement,
      and GE Letter Agreement will be deemed rejected by the
      Debtors.

  (b) Federal Warranty will be granted an allowed general
      unsecured claim for $6,000,000, which will be deemed full
      and final resolution of all amounts owed by the Debtors to
      Federal Warranty in the Debtors' bankruptcy cases or
      otherwise in any way related to the Brown Goods Services
      Agreement and the PC Program Agreement.

  (c) The Brown Goods Program Agreement will be deemed assumed
      by the Debtors without objection from Federal Warranty.

      Federal Warranty will pay $46,000,000 to the Debtors to
      account for the Debtors' share of profits under the Brown
      Goods Program Agreement less (1) a settlement amount of
      $4,109,104 for postpetition amounts due and payable from
      the Debtors to Federal Warranty, (2) $4,250,000 in full
      and final resolution of all amounts advanced or incurred
      by Federal Warranty under the GE Letter Agreement in
      adjusting and paying claims formerly administered by the
      Debtors, and (3) $3,500,000 to be deposited in a custodial
      trust account -- Escrow Account -- for a net initial lump-
      sum profit sharing payment of $34,140,896.

      Upon assumption of the Brown Goods Program Agreement, the
      Agreement will be deemed to have terminated, and no party
      to the Agreement will owe any further performance or have
      any further liability under the Brown Goods Program
      Agreement to any other party to that Agreement, including
      GE.

  (d) The Debtors will transfer the toll-free numbers relating
      to the Service Contract business to Federal Warranty.  The
      Debtors also grant Federal Warranty the perpetual,
      royalty-free worldwide exclusive right to use the data
      collected about customers who had purchased Service
      Contracts under the Brown Goods Program Agreement and PC
      Program Agreement to communicate with these customers
      about existing Service Contracts.

  (e) Except for the Settlement Claim, any and all claims filed
      by Federal Warranty in the bankruptcy cases will be deemed
      withdrawn without further action by the Debtors, Federal
      Warranty or any other party, or Court order.

                         GE Stipulation

The Debtors and GE agreed, among other things, that:

  (a) GE's Filed Claims will be deemed withdrawn with prejudice.

  (b) GE, solely with respect to its GE Consumer & Industrial
      business component, and the Debtors, on behalf themselves
      and on behalf of their estates, irrevocably and fully
      release and discharge one another from and against any
      and all claims, including the Filed Claims, or causes of
      action arising from, in connection with, relating to, or
      based in any way on the AON Agreements or the Assurant
      Agreements.

Copies of the Stipulations are available at no charge at:

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

In a separate filing, the Debtors ask the Court to approve
shortened and limited notice of the Motion.

                        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.


CITY OF VALLEJO: Electrical Workers Union to Appeal CBA Rejection
-----------------------------------------------------------------
The International Brotherhood of Electrical Workers plans to
appeal a ruling by the Bankruptcy Court that would allow the city
of Vallejo to reject their collective bargaining agreement, the
Bond Buyer reported, citing Dean Gloster, an attorney at Farella
Braun & Martel LLP, which is representing the labor group.

The Brotherhood of Electrical Workers is the only union that
hasn't agreed to the modification or rejection of its collective
bargaining agreement with Vallejo.

As reported by the TCR on September 7, the International
Association of Firefighters has agreed to the rejection of its CBA
with Vallejo.  The parties have agreed to negotiate a new
contract.

Vallejo -- http://www.ci.vallejo.ca.us/GovSite-- is a city in
Solano County, in California. As of the 2000 census, the city had
a total population of 116,760. It is located in the San Francisco
Bay Area on the northern shore of San Pablo Bay.  The City is a
charter city organized and exercising governmental functions under
its charter and the laws and constitution of the state.  Its
governing body is its City Council.

The City filed for protection under Chapter 9 of the U.S.
Bankruptcy Code on May 23, 2008 (Bankr. E.D. Calif. Case No.
08-26813).  Marc A. Levinson, Esq., and Norman C. Hile, Esq., at
Orrick, Herrington & Sutcliffe LLP in Sacramento, California,
represent the City.


CMG HOLDINGS: Has Going Concern Doubt Due to Accumulated Deficit
----------------------------------------------------------------
CMG Holdings Inc. recorded a net income of $482,672 against net
revenue of $872,575 as of June 30, 2009.  It recorded a net loss
of $855,968 on zero revenues during the same period in 2008.

The Company reported total assets of $1,793,358 against total
debts of $1,711,293, all current, as of June 30, 2009.
Accumulated deficit has reached $4,410,198 at that point.

The Company noted that it has an accumulated deficit and a working
capital deficit as of June 30, 2009.  "These conditions raise
substantial doubt as to our ability to continue as a going
concern," it said.

In response to these conditions, the Company said it may raise
additional capital through the sale of equity securities, through
an offering of debt securities or through borrowings from
financial institutions or individuals.

A copy of the Company's Form 10-Q is available for free at:

        http://researcharchives.com/t/s?444c

CMG Holdings, Inc. is a full service global marketing and
communications company operating in the sectors of talent
management, event management and commercial rights.


COASTLINE CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Coastline Construction Group, Inc.
        108-C Kerr Ave
        Wilmington, NC 28403

Bankruptcy Case No.: 09-07733

Chapter 11 Petition Date: September 4, 2009

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

Debtor's Counsel: Trawick H. Stubbs Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  Email: efile@stubbsperdue.com

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

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

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

            http://bankrupt.com/misc/nceb09-07733.pdf

The petition was signed by Michael R. Jones, president of the
Company.


CONGOLEUM CORP: Armstrong Amends Suit Over False Ad Claims
----------------------------------------------------------
Armstrong World Industries Inc. has added false advertising claims
to a lawsuit seeking a declaration that it has not infringed the
patents of Congoleum Corp.  Armstrong World filed an amended
complaint in the U.S. District Court for the Eastern District of
Pennsylvania accusing Congoleum of falsely suggesting its
DuraCeramic brand of residential floor, according to Law360.

Based in Mercerville, New Jersey, Congoleum Corporation (OTC:
CGMC) -- http://www.congoleum.com/-- manufactures and sells
resilient sheet and tile floor covering products with a wide
variety of product features, designs and colors.

The Company filed for Chapter 11 protection on December 31, 2003
(Bankr. N.J. Case No. 03-51524) as a means to resolve claims
asserted against it related to the use of asbestos in its products
decades ago.  Richard L. Epling, Esq., Robin L. Spear, Esq., and
Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin,
Hollander & DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

Various entities have filed bankruptcy plans for the Debtors.  In
February 2008, the legal representative for future asbestos-
related claimants; the asbestos claimants' committee; the official
Committee of holders of the Company's 8-5/8 % Senior Notes due
August 1, 2008; and Congoleum jointly filed a joint plan of
reorganization.  Various objections to the Joint Plan were filed.
In June 2008, the Bankruptcy Court issued a ruling that the Joint
Plan was not legally confirmable.

In August 2008, the Bondholders' Committee, the ACC, the FCR,
representatives of holders of prepetition settlements and
Congoleum entered into a term sheet describing the proposed
material terms of a new plan of reorganization and a settlement of
avoidance litigation with respect to prepetition claim settlement.
Certain insurers and a large bondholder filed objections to the
Litigation Settlement or reserved their rights to object to
confirmation of the Amended Joint Plan.  The Bankruptcy Court
approved the Litigation Settlement in October 2008.  The Amended
Joint Plan was filed in November 2008.

In January 2009, certain insurers filed a motion for summary
judgment seeking denial of confirmation of the Amended Joint Plan.
On February 26, 2009, the Bankruptcy Court rendered an opinion
denying confirmation of the Amended Joint Plan.  Moreover, the
Bankruptcy Court dismissed Congoleum's bankruptcy case.

On February 27, 2009, Congoleum and the Bondholders' Committee
appealed the Order of Dismissal and the ruling denying plan
confirmation to the U.S. District Court for the District of New
Jersey.  On March 3, the Bankruptcy Court stayed the Order of
Dismissal pending entry of a final non-appealable decision
affirming the Order of Dismissal.  Appeal proceedings are underway
before the District Court..


COOPER-STANDARD: Cooper Tire Sues for $60 Mil. in Tax Refunds
-------------------------------------------------------------
Cooper Tire & Rubber Company filed a complaint in the U.S.
Bankruptcy Court for the District of Delaware to compel Cooper-
Standard Holdings Inc. to remit about $60 million in tax refunds
to the company.

In a 23-page complaint, Cooper Tire asked the Court to require CS
Holdings to remit the tax refunds received by its Canada-based
unit, Cooper-Standard Automotive Canada Ltd. from the Canada
Revenue Agency in July.

Cooper Tire asserts ownership of the tax refunds based on the
terms of a 2004 stock purchase agreement that was executed in
connection with the transfer of its stock to CS Holdings.  Under
the agreement, Cooper Tire is reportedly entitled to all refunds
of its taxes and interest received by CS-Holdings or any of its
units.

Canada Revenue Agency or another agency is expected to remit
additional tax refunds to CSA Canada, parts of which Cooper Tire
is reportedly entitled to under the agreement.

CSA Canada is owned and controlled by Cooper-Standard Automotive
Inc., another party named as defendant in the complaint.

Cooper Tire's attorney, Jeffrey Waxman, Esq., at Morris James
LLP, in Wilmington, Delaware, expressed concern that CS Holdings
might transfer the tax refunds to its affiliates or to its
lenders and key suppliers in light of its bankruptcy filing.

"Because of this threatened breach of the agreement, Cooper Tire
is entitled to a decree of specific performance requiring CS
Holdings to comply with its obligations under the agreement by
promptly remitting or causing any or all of its subsidiaries or
affiliates to remit approximately US $60 million in Cooper Tire's
refunds and interest," Mr. Waxman says in the complaint.

Mr. Waxman also seeks recognition of a resulting trust, or in the
alternative, the Court's imposition of a constructive trust in
favor of Cooper Tire to the extent the refunds are held or
controlled by CS Holdings or any of its units.

Cooper Tire has already filed a motion in the Ontario Superior
Court of Justice, which oversees CSA Canada's insolvency
proceeding, to lift the stay of proceedings so that it could name
CSA Canada as a defendant of the complaint.

                       About Cooper-Standard

Cooper-Standard Automotive Inc., headquartered in Novi, Mich., is
a leading global automotive supplier specializing in the
manufacture and marketing of systems and components for the
automotive industry.  Products include body sealing systems, fluid
handling systems and NVH control systems.  The Company is one of
the leading suppliers of chassis products in North America, with
about 14% of market share.  The Company's main customers include
Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen,
BMW, Fiat and Honda, among other automakers.

Cooper-Standard Automotive -- http://www.cooperstandard.com/
-- employs approximately 16,000 people globally with more than 70
facilities throughout the world.  Cooper-Standard is a privately-
held portfolio company of The Cypress Group and Goldman Sachs
Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


COOPER-STANDARD: DIP Facility Matures August 2010
-------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors obtained
final approval from the U.S. Bankruptcy Court for the District of
Delaware to obtain as much as $200 million in debtor-in-
possession financing.

The final order dated September 2, 2009, authorized the Debtors
to obtain an additional $125 million from a group led by Deutsche
Bank Trust Company Americas under the DIP Credit Agreement dated
August 5, 2009.  The Debtors previously obtained $35 million from
the lenders while their Canada-based unit, Cooper-Standard
Automotive Canada Ltd., obtained $15 million pursuant to the
interim orders issued by the U.S. Bankruptcy Court and the
Ontario Superior Court of Justice.

The Debtors may also access an additional $25 million standby
uncommitted single draw term loan facility from the lenders.

Judge Peter Walsh said the proposed financing is necessary to
"avoid immediate and irreparable harm" to Cooper-Standard
Holdings and its U.S.-based and foreign units.

"Entry of this final order is in the best interests of the
U.S. Debtors' respective estates and creditors as its
implementation will, among other things, allow for the continued
flow of supplies and services to the obligors necessary to
sustain the operation of [their[ existing businesses,"  Judge
Walsh said in his order.

The Debtors intend to use the loan for payment of the cost and
fees of Deutsche Bank and other lenders; payment of
administration costs of their bankruptcy cases, claims or amounts
approved by the Court; and for working capital and other general
corporate purposes.

The maturity date of the DIP loans will be the earliest of:

  (1) the date that is 364 days after August 5, 2009;

  (2) the first date on which the Debtors' plan of
      reorganization or plan of liquidation is confirmed by the
      U.S. Bankruptcy Court and a plan under proceedings in the
      Canadian Court pursuant to Canada's Companies' Creditors
      Arrangement Act is approved by the requisite creditors of
      CSA Canada and by the Canadian Court;

  (3) the date of the acceleration of the loans under Section 11
      of the DIP Credit Agreement.

The DIP Credit Agreement contains certain milestones that
include:

  (1) a motion seeking approval of a disclosure statement for a
      Chapter 11 plan of reorganization proposing to pay all
      obligations under the DIP facility in full in cash on the
      effective date of the plan must be filed before the 70th
      day before the maturity date;

  (2) a motion seeking approval for the circulation to the
      requisite creditors of CSA Canada of a plan of compromise
      or arrangement that proposes to pay all obligations under
      the DIP facility in full in cash on the effective date of
      the plan must be filed before the 60th day before the
      maturity date;

  (3) an order approving the disclosure statement must be
      entered before the 45th day before the maturity date;

  (4) the chapter 11 plan must be confirmed before the 10th day
      before the maturity date and the CCAA plan must be
      approved by the requisite creditors of CSA Canada before
      the 15th day before the maturity date, and by the Canadian
      Court before the 5th day before the maturity date; and

  (5) the chapter 11 plan and the CCAA plan must be consummated
      and become effective and fully implemented before the
      maturity date.

In return for the financing, the lenders were granted an allowed
"superpriority administrative expense claim.  The Court also
granted "postpetition liens" to the lenders on all property and
assets of the Debtors and their estates.

In response to Cooper Tire & Rubber Company's objection, the
Court held that no provisions in the final order prejudice Cooper
Tire's claims or right to recover about $60 million of tax
Refunds received by Canada-based Cooper-Standard Automotive
Canada Ltd., from the Canada Revenue Agency.

Cooper Tire previously filed an objection to block any bid that
would authorize the Debtors or their affiliates to use or
disburse the tax refunds.  Cooper Tire asserts ownership of the
tax refunds based on a provision of a stock purchase agreement
that was executed in connection with the transfer of its stock to
CS Holdings.

A full-text copy of the Final DIP Order is available without
charge at http://bankrupt.com/misc/CooperFinalDIPOrder.pdf

                       About Cooper-Standard

Cooper-Standard Automotive Inc., headquartered in Novi, Mich., is
a leading global automotive supplier specializing in the
manufacture and marketing of systems and components for the
automotive industry.  Products include body sealing systems, fluid
handling systems and NVH control systems.  The Company is one of
the leading suppliers of chassis products in North America, with
about 14% of market share.  The Company's main customers include
Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen,
BMW, Fiat and Honda, among other automakers.

Cooper-Standard Automotive -- http://www.cooperstandard.com/
-- employs approximately 16,000 people globally with more than 70
facilities throughout the world.  Cooper-Standard is a privately-
held portfolio company of The Cypress Group and Goldman Sachs
Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


COOPER-STANDARD: Gets Final Approval for Cash Collateral Use
------------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors obtained
final approval from the U.S. Bankruptcy Court for the District of
Delaware to use the cash earmarked as collateral for the loan
which they availed under a December 23, 2004 credit agreement.

The credit agreement allowed the Debtors and Canada-based Cooper-
Standard Automotive Canada Ltd. to borrow $503.4 million,
C$50 million and EURO63.1 million.  Deutsche Bank Trust Company
Americas serves as the administrative agent under the agreement.

The Debtors are not authorized to use the Cash Collateral until
all conditions precedent to initial borrowing under the Debtor-
in-Possession Credit Agreement have been satisfied.  The Debtors
and their foreign units are prohibited from using the Cash
Collateral on the date the DIP loans become due and payable in
accordance with the Court's final order, and on the date the
commitments have been terminated as a result of the occurrence of
an event of default.

In return for the Debtors' use of the Cash Collateral, the
lenders under the December 23 Credit Agreement, are granted  a
security interest in and liens on the Debtors' collateral; and a
superpriority administrative expense claim junior to the claims
held by the administrative agent under the DIP Credit Agreement.

As further compensation for the use of the Cash Collateral by the
Debtors, Deutsche Bank Trust or these professionals will receive
from the Debtors:

* current cash payments payable under the December 23 Credit
   Agreement for all fees and expenses payable to any agent
   under that agreement including the fees and disbursements of
   (i) Milbank, Tweed, Hadley & McCloy LLP, (ii) each local
   counsel of Deutsche Bank Trust, (iii) Capstone Advisory
   Group LLC, (iv) Houlihan Lokey Howard & Zukin Capital, Inc.;

* Capstone will be given reasonable access for purposes of
   monitoring the business of the Debtors and their foreign
   subsidiaries and the value of the collateral under the
   December 23 Credit Agreement; and

* the U.S. Debtors will continue to provide Deutsche Bank
   Trust, Capstone, and Houlihan with financial and other
   reporting substantially in compliance with the December 23
   Credit Agreement and any reporting described or in the DIP
   documents.

                       About Cooper-Standard

Cooper-Standard Automotive Inc., headquartered in Novi, Mich., is
a leading global automotive supplier specializing in the
manufacture and marketing of systems and components for the
automotive industry.  Products include body sealing systems, fluid
handling systems and NVH control systems.  The Company is one of
the leading suppliers of chassis products in North America, with
about 14% of market share.  The Company's main customers include
Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen,
BMW, Fiat and Honda, among other automakers.

Cooper-Standard Automotive -- http://www.cooperstandard.com/
-- employs approximately 16,000 people globally with more than 70
facilities throughout the world.  Cooper-Standard is a privately-
held portfolio company of The Cypress Group and Goldman Sachs
Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


COOPER-STANDARD: U.S. Trustee to Convene Creditors on Sept. 10
--------------------------------------------------------------
Roberta De Angelis, Acting United States Trustee for Region 3,
will convene a meeting of the creditors of Cooper-Standard
Holdings Inc. and its affiliated debtors on September 10, 2009,
at 2:00 p.m. (Eastern Daylight Time) at the J. Caleb Boggs
Federal Building, 844 King Street, 2nd Floor, Room 2112, in
Wilmington, Delaware.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers the creditors a one-time opportunity to
examine the Debtors' representative under oath about their
financial affairs and operations that would be of interest to the
general body of creditors.

                       About Cooper-Standard

Cooper-Standard Automotive Inc., headquartered in Novi, Mich., is
a leading global automotive supplier specializing in the
manufacture and marketing of systems and components for the
automotive industry.  Products include body sealing systems, fluid
handling systems and NVH control systems.  The Company is one of
the leading suppliers of chassis products in North America, with
about 14% of market share.  The Company's main customers include
Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen,
BMW, Fiat and Honda, among other automakers.

Cooper-Standard Automotive -- http://www.cooperstandard.com/
-- employs approximately 16,000 people globally with more than 70
facilities throughout the world.  Cooper-Standard is a privately-
held portfolio company of The Cypress Group and Goldman Sachs
Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


COYOTES HOCKEY: Ice Edge Confident of Offer for Hockey Team
-----------------------------------------------------------
Bob Baum at The Associated Press reports that Ice Edge is
confident that its bid is still and will be viable when Phoenix
Coyotes is sold at the auction this week.  The AP quoted Ice Edge
CEO Anthony LeBlanc as saying, "We remain confident we will
finalize everything that needs to be done by Thursday."

SOF Investments, the largest secured creditor with debts of $80
million, previously said it has reached an agreement with Ice Edge
Holdings for repayment of its claim.  The investment firm,
however, said that doesn't rule out also reaching a similar
agreement with the NHL.

NHL's board of governors will still vote on Ice Edge's proposed
ownership.

Aside from Ice Edge, the NHL and Jim Ballsillie are bidding for
the Phoenix Coyotes.

As reported by the Troubled Company Reporter on August 27, 2009,
the NHL 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.

Another bidder, 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.

                       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: NHL Wants Up to $195MM Fee for Relocation
---------------------------------------------------------
The National Hockey League has sought the approval of the Hon.
Redfield T. Baum at the U.S. Bankruptcy Court for the District of
Arizona to set a $101 million to $195 million fee for the
relocation of Phoenix Coyotes, court documents say.

The figures were recommended by two consulting firms hired by the
NHL, and were in sharp contrast to the estimate put forth by the
sports-economist-for-hire Andrew Zimbalist, paid consultant to
James L. Balsillie.  The relocation fee ought to be between
$11.2 million and $12.9 million Mr. Zimbalist said in court
documents.  Mr. Zimbalist, according to The NY Times, asserted
that a part of his recommended fee will suffice as the entire
territorial compensation to the Maple Leafs and, presumably, the
Sabres.

"The notion that a team in Hamilton would be worth only
$11.2 million to $12.9 million more than a team in Phoenix is
patently absurd," NHL said in court documents.

To recall 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.

The NHL and Ice Edge Holdings, which are also bidding for the
team, have pledged to keep the Coyotes in Glendale, 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.


CROSS CANYON: In Talks With Lenders for Waiver of Default
---------------------------------------------------------
Cross Canyon Energy Corp. recorded a net loss of $1,127,694 on
total revenue from oil and natural gas of $874,833 for three
months ended June 30, 2009.  This compares to a net income of
$774,689 on net revenue of $4,226,880 during the same period in
2008 by its predecessor entity.

It has total assets of $55,368,329 against liabilities of
$37,474,686 as of June 30, 2009.

The Company generally will rely on cash generated from operations,
cash generated from the Company's energy swap hedges and cash on
hand to fund our operations during the next twelve-month period.
As a condition to obtain waivers of certain financial covenants,
it agreed that no further borrowings or loans may be requested or
made under its CIT Credit Facility unless and until the lenders,
in their sole and absolute discretion, shall otherwise agree in
writing.  Additionally, the Company was notified by its senior
lender on May 5, 2009, that its borrowing base had been reduced to
$1.0 million and it has a borrowing base deficiency of $10.5
million.

"Additionally, we have a `going concern' opinion and as of June
30, 2009, we are not in compliance with the financial covenant
requiring us to not permit our consolidated current assets to
consolidated current liabilities to be less than 1.0 to 1.0," the
Company said.

On August 7, 2009, senior lender formally notified the Company
that an Event of Default had occurred by reason of the Company's
failure to cure the borrowing base deficiency resulting in all
loans outstanding under the CIT Credit Facility accruing,
commencing July 19, 2009, interest at the Post Default Rate equal
to the interest rate applicable to the Revolving Loan and Term
Loan plus 3% per annum until the time the Event of Default has
been cured or waived.  In addition, no loans may be continued or
converted into Eurodollar loans and no new loans may be requested.
The effect of converting the Company's Eurodollar loans to prime
rate loans has increased its interest rate on both the Revolving
Loan and Term Loan by an additional 1.6% per annum for a combined
increase of approximately 4.6% per annum.

In addition to the deficiency under the Company's Revolving Loan,
the capital expenditures required to maintain or grow production
and reserves are substantial.  The Company is obligated to begin
drilling operations on one of its significant leases by September
29, 2009, or risk abandoning approximately 9,000 acres of its
approximate 13,700 net acres the Company currently owns following
the Voyager Acquisition.  The Company's stock price has
significantly declined over the past year with its last reported
sale price on August 14, 2009, being $0.10 per share, which makes
it more difficult to obtain equity financing on acceptable terms
to address the Company's liquidity issues.  In addition, primarily
as a result of reporting its total debt pursuant to the CIT Credit
Facility as a current liability, its reporting negative working
capital at June 30, 2009.  "Therefore, there is substantial doubt
as to our ability to continue as a going concern for a period
longer than the current fiscal year," the Company acknowledged.

The Company is in on-going discussions with its senior lender to
obtain a waiver or standstill arrangement with respect to the
Events of Default occasioned by the covenant breaches to enable
the Company to explore various strategic alternatives to resolve
such defaults and to support the continued development of its
operations and assets.

A copy of the Company's Form 10-Q is available for free at
http://researcharchives.com/t/s?444b

                     About Cross Canyon Energy

On September 2, 2008, Cross Canyon Energy Corp. completed its
acquisition of Voyager Gas Corporation's business operations and
properties, including the Duval County Properties, consisting of
ownership interests in oil and natural gas lease blocks in Duval
County, Texas, which currently covers approximately 13,700 net
acres.  Since completing the Voyager Acquisition, Cross Canyon is
engaged in the exploration, production, development and
exploitation of the crude oil and natural gas reserves located in
the Duval County Properties.


CRUCIBLE MATERIALS: Workers Okay Pay Cuts in New Contract
---------------------------------------------------------
The Associated Press reports that Crucible Materials Corp. workers
have accepted a contract that includes pay cuts and increased
health insurance costs.

The AP relates that BlackEagle Partners, which wants to purchase
Crucible Materials, said that it needs a new union contract and
assistance from New York state before it can submit a purchase
offer in bankruptcy court.

According to The AP, 700 union members voted on the contract last
week.

Based in Syracuse, New York, Crucible Materials Corporation -- aka
Crucible Specialty Metals, Crucible Service Centers, Crucible
Compaction Metals, Crucible Research and Trent Tube -- makes
stainless and alloy steel for use in the aircraft, automotive,
petrochemical, and other industries.  The Company is currently
employee-owned.  Its Web site is http://www.crucible.com/

The Company and its affiliate, Crucible Development Corporation,
filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del.
Lead Case No. 09-11582).  Mark Minuti, Esq., at Saul Ewing LLP
represents the Debtors in their restructuring efforts.  The
Debtors engaged Duff & Phelps Securities LLP as investment banker;
RAS Management Advisors LLC as business advisor; and Epiq
Bankruptcy Solutions LLC as claims agent.  Roberta A. DeAngelis,
United States Trustee for Region 3, appointed five creditors to
serve on the Official Committee of Unsecured Creditors.  The
Debtors listed assets and debts both ranging from $100 million to
$500 million.


D&E LEASING: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: D&E Leasing Company
        2330 East 79th Street
        Cleveland, OH 44104

Bankruptcy Case No.: 09-18421

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
D&E Leasing Co                                     09-18422
D&E Leasing Baxter                                 09-18423
D&E Leasing Company                                09-18424

Chapter 11 Petition Date: September 7, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Randolph Baxter

Debtor's Counsel: Ronald E. Henderson, Esq.
                  23240 Chargin Blvd
                  Cleveland, OH 44122
                  Tel: (216) 861-4416
                  Fax: (216) 595-2787
                  Email: rnldhn@aol.com

Estimated Assets: $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/ohnb09-18421.pdf

The petition was signed by William D. Hall, general partner of the
Company.


DBSD NORTH AMERICA: Says Reorganization Plan is Viable
------------------------------------------------------
DBSD North America Inc. has refuted claims by first-lien lender
Dish Network Corp. that its proposed reorganization plan will
result in a third bankruptcy filing.  DBSD insists the plan is
viable.

DBSD and its affiliates have filed with the Court a proposed
reorganization plan, built upon the terms reached with
noteholders.  The Plan offers to repay 57 to 81 cents on the
dollar to holders of senior notes claims and 1% to 17% to generla
unsecured creditors.  The Bankruptcy Court will begin hearings to
consider confirmation of the Plan on September 9, 2009.

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

A full-text copy of the disclosure statement explaining the terms
of the Second Amended Plan is available for free at:

                http://ResearchArchives.com/t/s?3f2e

                      About DBSD North America

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


DELPHI CORP: GM & IUE-CWA Interim Pact Includes Delphi Retirees
---------------------------------------------------------------
Pursuant to a public statement dated September 1, 2009,
International Union of Electric, Electrical, Salaried, Machine
and Furniture Workers - Communications Workers of America and
General Motors Company entered into a temporary agreement to
provide baseline security for retirees who are facing the loss of
health care and pensions.  The tentative agreement essentially
offers pre-65 year old retirees covered by GM an improved package
with an extra $50 million in payments and contemplates post-65
year old retirees to retain a $1 billion claim with General
Motors Corporation, now known as Motors Liquidation Company.

According to IUE-CWA President Jim Clark, the Tentative Agreement
also secures a "top-up" from GM for Delphi Corporation retirees
whose pension was surrendered to the Pension Benefit Guaranty
Corporation.  In light of the PBGC's takeover of Delphi's pension
plans, Delphi retirees stood to lose half of their income without
the tentative agreement in place, he said.

Mr. Clark further noted that GM will honor its 1999 Benefit
Guarantee and a 2007 tri-partite Memorandum of Understanding to
ensure that eligible retirees at Delphi are made whole if the
PBGC reduces their pensions.  Reductions could be made because
the PBGC is not required to pay early retirement supplements or
benefit increases made within the last five years, he explained.

However, Local 717 of the IUE, as union representative of Delphi
Packard Electrical retirees in Ohio, told the retirees to be wary
in accepting any health-insurance coverage as much work needs to
be done before a change in health insurance can take effect
effective January 1, Youngstown Vindicator reports.  The IUE-
represented Delphi retirees also promised to help the Delphi
salaried retirees in their fight for health care and pension
benefits, www.wytv.com said.

For its part, the Delphi Salaried Retirees Association called the
Tentative Agreement reached between the IUE-CWA and GM as another
"slap in the face," citing in a public statement that the only
ones left out in the cold are the Delphi Salaried Retirees.

Thirty-two retirees sent to the Court letters, between August 18,
2009 and August 28, 2009, objecting to the PBGC's takeover of
their pension plans under the PBGC Settlement of the Debtors'
Confirmed First Amended Joint Plan of Reorganization, as
modified.

                         About Delphi Corp

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

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

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

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

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


DELPHI CORP: GM Gets Anti-Trust Office Nod to Buy Assets
--------------------------------------------------------
General Motors Company has been authorized by United States
antitrust officials as of September 3, 2009, to purchase certain
assets of Delphi Corporation pursuant to a Master Disposition
Agreement, according to Reuters.

As previously reported, Delphi entered into a Master Disposition
Agreement with GM, Motors Liquidation Company, formerly known as
General Motors Corporation, GM Components Holdings, LLC, and DIP
Holdco 3 LLC -- a newly created entity by certain DIP Lenders of
Delphi -- for the purchase of Delphi's assets.  The assets to be
sold include Delphi's global steering business and certain United
Auto Workers sites, including facilities located in Grand Rapids,
Michigan; Rochester, New York; Kokomo, Indiana; and Lockport New
York.  The U.S. Bankruptcy Court for the Southern District of New
York approved the Master Disposition Agreement as part of
Delphi's Modified First Amended Joint Plan of Reorganization,
which Plan was confirmed on July 30, 2009.

Upon the effective date of the Modified Plan, Delphi is
anticipated to effectuate transactions, including the Master
Disposition Agreement, through which DIP Holdco 3 will operate
Delphi's U.S. and non-U.S. businesses going forward with
$3.6 billion in emergence capital and capital commitments but
without the labor-related legacy costs associated with the North
American sites, which are being acquired by GM Components.  A new
entity, DPH Holdings Corporation, will emerge as the reorganized
company that retains certain residual non-core and non-strategic
assets and liabilities of Delphi that will be divested over time.

Considering foreign governmental approval regarding investment,
antitrust, monopolization, restraint of trade and competition
antitrust, closing of the Master Disposition Agreement must occur
by September 30, 2009, or the involved parties can terminate the
Disposition Agreement, Delphi disclosed in July 2009.

Moreover, Delphi expects to emerge from Chapter 11 during the
third quarter of 2009, following the syndication and closing of
its exit financing facilities and satisfaction of other
conditions to the Effective Date of the Plan, including closing
on transactions contemplated under the provisions of the Master
Disposition Agreement.

                  Delphi's Exclusivity Request

On behalf of the Debtors, John Wm. Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, tells the
Court that consummation of the transactions through the Modified
Plan will provide for the satisfaction of all of the Debtors'
administrative claims, secured claims, and priority claims and a
potential distribution to holders of general unsecured claims.
Against this backdrop, and out of abundance of caution, the
Debtors believe that extension of their Exclusive Periods under
Section 1121(d) of the Bankruptcy Code will prevent any lapse in
exclusivity.

Accordingly, the Debtors ask the Court to extend the exclusivity
period, solely as between them and the Official Committee of
Unsecured Creditors, to:

  (a) file a plan of reorganization, through and including
      November 30, 2009; and

  (b) solicit acceptances of that plan, through and including
      January 31, 2010.

The Debtors' current Exclusive Plan Filing Period will expire on
September 30, 2009, while their Exclusive Solicitation Period
ends on November 30, 2009.

Mr. Butler informs the Court that the Debtors have continued to
make progress in their reorganization process.  They have:

  -- obtained Court approval of the Modified Plan after
     garnering the support of JPMorgan Chase Bank, N.A., as
     administrative agent under the Amended and Restated DIP
     Credit Facility, the Committee, GM, the Pension Benefit
     Guaranty Corporation, the requisite DIP Lenders, certain
     state and federal agencies, Wilmington Trust Company as
     indenture trustee, and various other parties with respect
     to the Modified Plan following the auction that led to the
     modified Master Disposition Agreement with DIP Holdco and
     GM Components;

  -- obtained Court approval of the Delphi-PBGC Settlement
     Agreement, which provides for the consideration and means
     by which the liens and other claims of the PBGC will be
     released so that the transactions contemplated by the
     Modified Plan can be consummated, and entered into an
     Agreement for Appointment of Trustee and Termination of
     Plan, whereby the PBGC has become trustee of Delphi's
     salaried and hourly defined benefit pension plans;

  -- obtained two Court orders, reflecting the resolution or
     withdrawal of 34 objections filed by 28 counterparties to
     the non-assumption, adequate assurance of future
     performance, assumption and assignment with respect to
     executory contracts or unexpired leases to be assumed and
     assigned under the Modified Plan, and cure amounts;

  -- obtained Court approval to sell their minority interest in
     a non-core joint venture, PBR Knoxville LLC, for
     $1.75 million; and

  -- entered into further amendments of the DIP Accommodation
     Agreement with JPMorgan and the requisite DIP Lenders; and

  -- reconciled about 17,000 proofs of claim filed in their
     Chapter 11 cases, aggregating $34 billion in liquidated
     amounts plus certain unliquidated amounts.  As of
     August 31, 2009, the Debtors have objected to 14,000
     claims, asserting about $10.6 billion, and the Court has
     granted relief with respect to $10 billion in asserted
     liquidated claims.  The Debtors have filed their 35th
     omnibus claims objection.

Mr. Butler insists that the tasks of closing the transactions
under the Master Disposition Agreement and consummating the
Modified Plan remain significant both due to magnitude and
complexity.  In light of the size and complexity of the Debtors'
Chapter 11 cases, the scope of actions required to effectuate
Delphi's restructuring requirements is exceedingly complex, he
points out.  He also assures the Court that the Debtors'
extension request is not a negotiation tactic.  He adds that the
Debtors are paying their bills as they become due, including the
statutory fees paid quarterly to the United States Trustee for
Region 2.

Judge Drain will consider the Debtors' Exclusivity Motion on
September 24, 2009.  Objections are due September 17.

                         About Delphi Corp

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

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

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

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

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


DELPHI CORP: Judge Drain Overrules Contract Assignment Objections
-----------------------------------------------------------------
On behalf of Delphi Corp., John Wm. Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, related
that as of August 14, 2009, about 61 parties have filed
objections under Section 365 of the Bankruptcy Code with respect
to the Debtors' assumption and assignment of certain contracts
under the Confirmed First Amended Joint Plan of Reorganization,
as modified.  He noted that the Debtors have worked with several
counterparties and accordingly, 14 parties have withdrawn,
settled or resolved their objections.

A schedule of the 16 Resolved Objections is available for free
at http://bankrupt.com/misc/Delphi_SettledPactObjs.pdf

Specifically, Mr. Butler pointed out that although the Debtors
and American Aikoku Alpha, Inc., entered into a postpetition
contract using an existing prepetition purchase number for
administrative convenience, the parties modified their
relationship by (i) negotiating an additional year beyond the
scheduled expiration of the previous contract; (ii) altering the
pricing; and (iii) adding a provision stating that the
Postpetition Purchase Order would no longer be subject to
assumption or rejection under the Bankruptcy Code and that
American Aikoku waived any right to cure.  He asserted that
American Aikoku has performed under the Postpetition Purchase
Order for more than 18 months and has waived any right to assert
cure for prepetition defaults arising under the prepetition
purchase order.

As to Spartech Corporation and Spartech Polycom, Inc.'s
objection, Mr. Butler insisted that the assumption notices have
adequately identified Spartech's contracts by listing Contract
No. 55538 and its cure amount of $4,581.  He also pointed out
that Spartech's asserted amount is not on account of a default
and thus, is not a cure claim or a proper administrative expense
claim.  He asserted that the Debtors and applicable buyers under
the Master Disposition Agreement have provided adequate assurance
for the contracts that are being assumed under the Confirmed
First Amended Joint Plan of Reorganization, as modified, and the
Master Disposition Agreement.  Similarly, the Reorganized Debtors
or the Buyers will cure defaults under or relating to each of the
Assumed Contracts and Leases, he assured the Court.

With respect to objections asserting claims for cure amounts
based on postpetition obligations, Mr. Butler noted that
throughout the course of their Chapter 11 cases, the Debtors pay
all postpetition expenses as they become due.  As a result, the
Debtors believe that all of the valid outstanding postpetition
obligations in certain of the Contract Objections will be
satisfied in the ordinary course of business.  With respect to
Objectors who have asserted postpetition obligations but who have
not yet filed administrative claims, the Debtors propose that
those claims should be dealt within the procedures set forth in
the Modified Plan.

Accordingly, the Debtors asked the Court to (i) overrule American
Aikoku's and Spartech's Objections; (ii) apply the determinations
found in the Confirmation Order with respect to adequate
assurance of future performance to arguments raised in the
Contract Objections; (iii) hold that the postpetition obligation
objections will be treated as Administrative Claims; and (iv)
approve the settlement of the Resolved Objections.

In response to the Debtors, American Aikoku argued that the Court
should find the Postpetition Purchase Order invalid because it is
inconsistent with other documents and is unambiguous and
unenforceable.  American Aikoku thus asked the Court to compel
the Debtors' assumption of the Postpetition Purchase Order and
payment of $257,636 as cure amount to the Prepetition Purchase
Order before the Debtors can assign the Postpetition Purchase
Order.

For their part, the Debtors insisted that their payment of
$275,636 owed under the Prepetition Purchase Order would, in
essence, constitute payment of a prepetition claim avoidable
under Section 549 of the Bankruptcy Code.  Accordingly, the
Debtors asked the Court to deny American Aikoku's request for
cure payment.

                     Judge Drain's Rulings

The Court issued two orders, one on August 18, 2009 and another
on August 28, 2009, with to the Debtors' assumption and
assignment of certain contracts under the Modified Plan.

Judge Drain specifically acknowledged that 16 contract objections
have been resolved, a schedule of which is available for free at:

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

Judge Drain further overruled contract objections to the extent
not waived, withdrawn, settled, adjourned, or resolved.

Judge Drain held that any unpaid, undisputed postpetition
obligations arising under the Assumed and Assigned Contracts will
be satisfied either as (i) postpetition obligations that are not
yet due and payable pursuant to the applicable contract terms and
thus, will be paid by the Debtors or the Buyers in the ordinary
course of business; or (ii) as postpetition obligations that will
be subject to the treatment provided for administrative claims
under the Modified Plan and the Master Disposition Agreement.

Counterparties to the Assumed and Assigned Contracts are not
prejudiced by the Orders to reassert their objections with
respect to postpetition obligations in the event they are barred
from seeking payment.

The Debtors noted that they withdrew assumption and assignment
notices with respect to contracts they entered into with Daimler
AG-Duesseldorf; STMicroelectronics, Inc.; Technical Materials
Inc.; Findlay Industries, Inc.; Precision Interconnect; and
Vitec, LLC.

Judge Drain adjourned the hearing for the consideration of 33
Contract Objections to September 24, 2009, a schedule of which is
available for free at:

  http://bankrupt.com/misc/Delphi_Sept24AdjournedPactObjs.pdf

                     Court-Approved Stipulations

Upon engaging in negotiations, the Debtors were able to resolve
the contract objections of certain parties, the objections of
which are deemed withdrawn pursuant to separate Court-approved
stipulations with the Debtors.  The parties are:

  * Audio MPEG, Inc. and Societa' Italiana per lo Sviluppo
    dell'Electronica -- Upon the assumption and assignment of a
    License Agreement to DIP Holdco 3, LLC, Audio MPEG and
    Societa' Italiana will be paid $358,257, plus interest at 1%
    per month from the due dates until payment.  As of July 31,
    2009, the Agreed Cure Amount under the License Agreement was
    $558,545, which will be paid in cash after the Effective
    Date.

  * Clarion Corporation of America -- Clarion's Claim No. 2127
    will be allowed for $2,115,905 and will be treated as an
    allowed general unsecured non-priority claim against Debtor
    Delphi Automotive Systems, LLC.  Clarion will also be
    entitled to receive a True-Up Payment for $843,636 within 30
    days after September 1, 2009, pursuant to a confidential
    settlement agreement but its cure claim filed in May 2008
    will be disallowed and expunged.

  * Datwyler Rubber -- Upon the assumption and assignment by the
    Debtors of Purchase Order No. D055072164 to GM Components
    Holdings LLC or Steering Solutions Services Corporation, as
    applicable, Datwyler will be entitled to a $66,816 cure
    payment.

  * TK Holdings Inc. and Takata Corporation -- The Debtors'
    assumption and assignment notices will be amended to add
    descriptions of TK Holdings' and Takata's contracts to be
    assumed and assigned to DIP Holdco 3.

  * ACE American Insurance Company, Pacific Employers Insurance
    Company, and Illinois Union Insurance Company -- ACE,
    Pacific Employers and Illinois Union will have allowed
    administrative claims for all liabilities of the Debtors
    under the ACE Companies' insurance agreements, subject to
    the Debtors' and ACE Claims' rights and claims under the
    Insurance Agreements.  ACE Companies' claims will be paid by
    the Debtors or the Reorganized Debtors, in the ordinary
    course of business.

About 13 parties formally withdrew their contract objections.
They are:

  * F&G Multi-Slide Inc.
  * Hewlett-Packard Company and Electronic Data Systems, LLC
  * Ogura Clutch Company
  * Brose North America Holding LP and its affiliates
  * Brose Gainesville, Inc.
  * Brose Chicago, Inc.
  * Brosa Tuscaloosa, Inc.
  * Brose Puebla SA de CV
  * Methode Electronics, Inc.
  * Microsoft Corporation and Microsoft Licensing, GP
  * Valeo, Inc.
  * Cisco Systems Inc. and Cisco Systems Capital Corporation
  * Gibbs Die Casting Corporation
  * PBR Tennessee, Inc., fka PBR Automotive Knoxville, Inc.
  * SKF USA Inc.
  * STMicroelectronics, Inc.
  * Technical Materials, Inc.

According to F&G Mutli-Slide, the Debtors agreed to assume its
Purchase Order No. SAG 9014150, and to pay a cure amount of
$9,913.

              Debtors Assign More Pacts to DIP Holdco

The Debtors informed the Court as of August 28, 2009, that they
intend to assume and assign to DIP Holdco these contracts:

  (i) Four executory contracts between the Debtors and Sun
      Microsystems, including a software license agreement,
      general terms and conditions for information systems and
      services, hardware purchase agreement, and services
      agreement.

(ii) Two executory contracts between the Debtors and Oracle
      USA, Inc., namely a general terms and conditions for
      information systems and services, and a software license
      agreement.

Each Contract has a zero cure amount.

                         About Delphi Corp

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

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

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

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

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


DELPHI CORP: Methode to Sue D.A.S. Over Contract Termination
------------------------------------------------------------
Methode Electronics Inc. is suing Delphi Automotive Systems,
Inc., for breach of contract, The Associated Press reports.
Methode is Delphi Automotive's supplier of sensor pads, AP says.

The Wall Street Journal noted in a separate report that Delphi
has notified Methode of its plan to terminate its supply contract
with Methode.  Methode said that it is contesting Delphi
Automotive's right to prematurely terminate a long-term supply
contract entered between Methode and Delphi Automotive by
September 10, 2009, AP quotes Methode as saying.

The Wall Street Journal added that Methode previously filed a
patent-infringement suit against Delphi in April 2009,
"contending [that] it owns the technology for a sensing device
built by Methode."

                         About Delphi Corp

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

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

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

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

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


DELTA PETROLEUM: Registers 93.7MM Shares as Part of Tracinda Deal
-----------------------------------------------------------------
Delta Petroleum Corporation filed PRE-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3 with the Securities and Exchange Commission to
register 93,797,701 shares of the Company's common stock that may
be sold from time to time by selling stockholders.

Specifically, Delta Petroleum said Tracinda Corporation may use
the prospectus in connection with sales of up to 93,797,701 shares
of the Company's common stock.

On February 20, 2008, Delta Petroleum sold to Tracinda in a
private placement, 36 million shares of common stock at a purchase
price of $19.00 per share.  In accordance with a Company Stock
Purchase Agreement, dated as of December 29, 2007, between Delta
Petroleum and Tracinda, the Company agreed to register for resale
the 36 million shares issued to Tracinda and any other Delta
shares acquired by Tracinda before or after the closing of the
Tracinda transaction.  As of July 20, 2009, Tracinda held an
additional 57,797,701 shares of common stock included in the
prospectus, 53,333,333 of which were purchased in the Company's
May 2009 underwritten registered public offering.

"[W]e have prepared and filed this prospectus for the purpose of
any such resale by Tracinda, but we do not know when or whether,
or at what price, any or all of these shares may be sold," the
Company said.

Tracinda may sell the common stock at prices and on terms
determined by the market, in negotiated transactions or through
underwriters.  Delta Petroleum will not receive any proceeds from
the sale of shares by the selling stockholder.

Delta Petroleum's common stock is traded on The NASDAQ Global
Select Market(R) under the symbol "DPTR."  On July 20, 2009, the
last reported sale price of Delta Petroleum's common stock on The
NASDAQ Global Select Market(R) was $1.90 per share.

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

                http://ResearchArchives.com/t/s?4432

                        Going Concern Doubt

As of June 30, 2009, Delta had $1.66 billion in total assets; and
$366.5 million in total current liabilities and $463.8 million in
total long-term liabilities.

The Company had at June 30, 2009, a working capital deficiency of
$225.5 million, including $83.0 million outstanding under its
credit agreement and $83.3 million outstanding under the credit
agreement of DHS Drilling Company, the Company's 49.8% subsidiary.
The net loss and working capital deficiency, the Company said,
raises substantial doubt about the Company's ability to continue
as a going concern.

At June 30, 2009, the Company was in compliance with its quarterly
financial covenants under its credit agreement; however,
projections indicate that without an increase in Rocky Mountain
natural gas prices upon which the majority of the Company's
production is sold, the senior secured debt to EBITDAX ratio
covenant in its credit agreement could be violated within the next
twelve months.  The borrowing base under the Company's credit
agreement is to be redetermined effective September 1, 2009.  A
decrease in the borrowing base determined by the lenders would
decrease the Company's remaining availability under the line of
credit.

As reported by the Troubled Company Reporter on March 3, 2009,
KPMG LLP in Denver, Colorado, raised substantial doubt about Delta
Petroleum Corporation's ability to continue as a going concern
after auditing the Company's financial statements for the periods
ended December 31, 2008, and 2007.  The auditors related that the
Company has suffered recurring losses from operations, has a
working capital deficiency, and was not in compliance with its
debt covenants at December 31, 2008.

                            DHS Default

At June 30, 2009, DHS Drilling Company, the Company's 49.8%
subsidiary, was in not in compliance with its obligation to
provide to Lehman Commercial Paper, Inc., by March 31 of each year
audited financial statements reported on without a going concern
qualification or exception by the independent auditor and DHS's
previous forbearance agreement with LCPI expired on June 15, 2009.
In addition, DHS was not in compliance with its various financial
covenants as of June 30, 2009.  Although DHS is in ongoing
negotiations with LCPI to modify the terms of the existing DHS
credit facility, there can be no assurance that DHS will be able
to renegotiate the terms of its debt agreement.  The DHS facility
is non-recourse to Delta.

Delta continues to have the support of its banking group and is
confident that a September bank re-determination will not have a
material impact on the Company's effort to preserve liquidity.

                About Delta Petroleum Corporation

Headquartered in Denver, Colorado, Delta Petroleum Corporation
(NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas
exploration and development company.  The company's core areas of
operations are the Gulf Coast and Rocky Mountain Regions, which
comprise the majority of its proved reserves, production and long-
term growth prospects.

                          *     *     *

According to the TCR on March 9, 2009, Moody's Investors Service
downgraded Delta Petroleum Corporation's (Delta) $150 million 7%
senior unsecured notes due 2015 to Ca (LGD 5, 78%) from Caa3 (LGD
5, 76%).  Moody's also downgraded Delta's Corporate Family Rating
to Caa3 from Caa2 and its Probability of Default Rating to Caa3
from Caa2.  Delta's Speculative Grade Liquidity rating remains at
SGL-4.  Moody's said that the outlook is negative.

The TCR reported on March 6, 2009, Standard & Poor's Ratings
Services said that it lowered the corporate credit rating on
exploration and production company Delta Petroleum Corp. to 'CCC'
from 'B-'.  S&P removed all ratings from CreditWatch with negative
implications where they were placed on January 16, 2009, because
of concerns about near-term liquidity and covenant compliance.
S&P said that the outlook is developing.


DELTA PETROLEUM: Special Stockholders' Meeting on October 6
-----------------------------------------------------------
A Special Meeting of Stockholders of Delta Petroleum Corporation
will be held at the Company's offices located at 370 17th Street,
Suite 4300, in Denver, Colorado, on October 6, 2009, at 10:00 a.m.
(MDT) for these purposes:

     -- To consider and vote upon an amendment to the Company's
        certificate of incorporation to increase the number of
        authorized shares of the Company's Common Stock from
        300,000,000 to 600,000,000 shares; and

     -- To consider and vote upon a proposal to adopt the 2009
        Performance and Equity Incentive Plan, pursuant to which
        certain incentive awards would be issued.

Stockholders of Delta Petroleum of record at the close of business
on August 20, 2009, are entitled to vote at the meeting and all
adjournments thereof.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?4433

                        Going Concern Doubt

As of June 30, 2009, Delta had $1.66 billion in total assets; and
$366.5 million in total current liabilities and $463.8 million in
total long-term liabilities.

The Company had at June 30, 2009, a working capital deficiency of
$225.5 million, including $83.0 million outstanding under its
credit agreement and $83.3 million outstanding under the credit
agreement of DHS Drilling Company, the Company's 49.8% subsidiary.
The net loss and working capital deficiency, the Company said,
raises substantial doubt about the Company's ability to continue
as a going concern.

At June 30, 2009, the Company was in compliance with its quarterly
financial covenants under its credit agreement; however,
projections indicate that without an increase in Rocky Mountain
natural gas prices upon which the majority of the Company's
production is sold, the senior secured debt to EBITDAX ratio
covenant in its credit agreement could be violated within the next
twelve months.  The borrowing base under the Company's credit
agreement is to be redetermined effective September 1, 2009.  A
decrease in the borrowing base determined by the lenders would
decrease the Company's remaining availability under the line of
credit.

As reported by the Troubled Company Reporter on March 3, 2009,
KPMG LLP in Denver, Colorado, raised substantial doubt about Delta
Petroleum Corporation's ability to continue as a going concern
after auditing the Company's financial statements for the periods
ended December 31, 2008, and 2007.  The auditors related that the
Company has suffered recurring losses from operations, has a
working capital deficiency, and was not in compliance with its
debt covenants at December 31, 2008.

                            DHS Default

At June 30, 2009, DHS Drilling Company, the Company's 49.8%
subsidiary, was in not in compliance with its obligation to
provide to Lehman Commercial Paper, Inc., by March 31 of each year
audited financial statements reported on without a going concern
qualification or exception by the independent auditor and DHS's
previous forbearance agreement with LCPI expired on June 15, 2009.
In addition, DHS was not in compliance with its various financial
covenants as of June 30, 2009.  Although DHS is in ongoing
negotiations with LCPI to modify the terms of the existing DHS
credit facility, there can be no assurance that DHS will be able
to renegotiate the terms of its debt agreement.  The DHS facility
is non-recourse to Delta.

Delta continues to have the support of its banking group and is
confident that a September bank re-determination will not have a
material impact on the Company's effort to preserve liquidity.

                About Delta Petroleum Corporation

Headquartered in Denver, Colorado, Delta Petroleum Corporation
(NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas
exploration and development company.  The company's core areas of
operations are the Gulf Coast and Rocky Mountain Regions, which
comprise the majority of its proved reserves, production and long-
term growth prospects.

                          *     *     *

According to the TCR on March 9, 2009, Moody's Investors Service
downgraded Delta Petroleum Corporation's (Delta) $150 million 7%
senior unsecured notes due 2015 to Ca (LGD 5, 78%) from Caa3 (LGD
5, 76%).  Moody's also downgraded Delta's Corporate Family Rating
to Caa3 from Caa2 and its Probability of Default Rating to Caa3
from Caa2.  Delta's Speculative Grade Liquidity rating remains at
SGL-4.  Moody's said that the outlook is negative.

The TCR reported on March 6, 2009, Standard & Poor's Ratings
Services said that it lowered the corporate credit rating on
exploration and production company Delta Petroleum Corp. to 'CCC'
from 'B-'.  S&P removed all ratings from CreditWatch with negative
implications where they were placed on January 16, 2009, because
of concerns about near-term liquidity and covenant compliance.
S&P said that the outlook is developing.


DIAMOND RANCH: June 30 Balance Sheet Upside-Down by $3.85 Million
-----------------------------------------------------------------
Diamond Ranch Foods, Ltd.'s balance sheet at June 30, 2009, showed
total assets of $1.04 million and total liabilities of
$4.89 million, resulting in a stockholders' deficit of
$3.85 million.

For three months ended June 30, 2009, the Company posted a net
loss of $158,601 compared with a net loss of $66,710 for the same
period in 2008.

The Company related that its continued existence is dependent upon
its ability to continue to execute its operating plan and to
obtain additional debt or equity financing.  There can be no
assurance the necessary debt or equity financing will be
available, or will be available on terms acceptable to the
Company.

Management plans include acquiring additional meat processing and
distribution operations and obtaining additional financing to fund
payment of obligations and to provide working capital for
operations and to finance future growth.  The Company is actively
pursuing alternative financing and has had discussions with
various third parties, although no firm commitments have been
obtained.  In the interim, shareholders of the Company have
committed to meeting its operating expenses.  Management believes
these efforts will generate sufficient cash flows from future
operations to pay the Company's obligations and realize other
assets.  There is no assurance any of these transactions will
occur.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4415

                       About Diamond Ranch

Diamond Ranch Foods, Ltd. -- http://www.diamondranchfoods.com/--
processes and distributes meats and fresh cut portion controlled
poultry, and is located in the historic Gansevoort meatpacking
district in lower Manhattan, NY.  Operations include packing,
processing, labeling and distribution of products.  The company
also provides portion controlled meats, custom meat cutting, and
private labeling.  The company's diversified customer base
includes in-home food service businesses, retailers, hotels,
restaurants, and institutions, deli and catering operators and
industry suppliers.

                       Going Concern Doubt

On May 1, 2009, Gruber & Company, LLC, in Lake Saint Louis,
Missouri, raised substantial doubt on the ability of
Diamond Ranch Foods, Ltd., to continue as a going concern after it
audited the company's financial statements for the year ended
March 31, 2009 and 2008.  The auditor pointed to the company's
recurring losses from operations.


ENERGY XXI: Debt Exchange Offer Cues S&P to Junk Corp. Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit rating on oil and gas exploration and
production company Energy XXI (Bermuda) Ltd. to 'CC' from 'B-'.
At the same time, S&P lowered the rating on Energy XXI Gulf Coast
Inc.'s senior notes to 'C' from 'CCC+'.  S&P also placed the
ratings on CreditWatch with negative implications.

"The rating actions follow the company's announcement that it will
conduct a debt exchange offer for at least 50% of its senior
unsecured notes due 2013 at a 20%-25% discount to par," said
Standard & Poor's credit analyst Paul Harvey.

Under its criteria, S&P view a formal cash tender offer or
exchange offer at discount by a company under substantial
financial pressure as a distressed exchange and tantamount to a
default.

The company plans to finance the share repurchase through the
issuance of second-lien junior secured notes due 2014.  The
company plans to finance the share repurchase through the issuance
of second-lien junior secured notes due 2014.  Concurrently, it
also plans to offer an aggregate principal amount of at least
$50 million, but up to a maximum of $89 million in a private
placement of second-lien junior secured notes as well as common
equity.  A portion of the proceeds, $41 million, will be applied
to reduce borrowings under its $240 million borrowing-base first-
lien revolving credit facility due 2011 ($234.5 million is
currently outstanding).  The balance will be used for general
corporate purposes.

S&P's downgrade does not reflect S&P's view of a perceived
increase in Energy XXI's bankruptcy risk.  Rather, S&P base its
downgrade on the financial pressure S&P believes Energy XXI is
under to reduce its debt burden by retiring debt for less than
originally contracted.

The ratings on Energy XXI will remain on CreditWatch with negative
implications until the debt exchange offer is finalized.  When and
if this happens, barring other factors, S&P expects to lower the
corporate credit rating on Energy XXI to 'SD' (selective default)
and lower its rating on the issue repurchased under the tender
offer to 'D' (default).

S&P expects that the auction will end by early October.  Shortly
thereafter, S&P expects to assign new ratings to Energy XXI,
representative of S&P's assessment of its credit risk and capital
structure following the completion of the tender offer and related
transactions.

Energy XXI (Bermuda) Ltd. is an acquisition, exploration,
development, and operation of oil and natural gas properties
onshore in Louisiana and Texas and offshore in the Gulf of Mexico.


ENERGY XXI: Moody's Affirms Corporate Family Rating at 'Caa3'
-------------------------------------------------------------
Moody's Investors Service affirmed Energy XXI Gulf Coast, Inc.'s
Caa3 Corporate Family Rating, downgraded its Probability of
Default Rating to Ca from Caa3, and affirmed the Ca rating on its
senior notes due 2013.  The rating outlook remains negative.

The rating actions reflect Energy XXI's recently announced bond
exchange offer for its senior unsecured notes due 2013.  The
tender would offer all bondholders the opportunity to exchange
their senior unsecured notes due June 15, 2013 for new 2nd lien
notes due June 15, 2014 at a conversion price of $0.80.  The 2nd
lien notes would bear interest at 14% cash with an additional 2%
PIK compared to the 10% cash interest on the existing senior
notes.  The tender would be open for 20 days per the tender rules;
and concurrent with the bond exchange, Energy XXI will execute a
private placement of between $50-89 million in 2nd lien/equity
which would be used to fund the reduction in the borrowing base
revolver from $240 million to $199 million and to enhance
liquidity.  The exchange offer is subject to several conditions,
notably approval by 67% of the company's revolving credit facility
to approve the issuance of the 2nd lien debt.  The company is also
soliciting consents from the note holders for several proposed
amendments to the indenture.  The proposed amendments, permit the
issuance of the 2nd lien notes, but leave the change of control
feature untouched.

Moody's views the successful culmination of the exchange offer as
tantamount to a distressed exchange and would classify this
transaction as a limited default when the exchange offer closes.
At that time, Moody's will also re-evaluate the ratings based on
the post-exchange capital structure.

The last rating action on Energy XXI was on March 27, 2009, at
which time the Corporate Family and Probability of Default ratings
were downgraded to Caa3 and the senior unsecured note rating was
lowered to Ca.

Energy XXI Gulf Coast, Inc., is an independent exploration and
production company based in Houston, Texas.


ENVIRONMENTAL TECTONICS: Registers Shares Under 2009 Stock Plan
---------------------------------------------------------------
Environmental Tectonics Corporation filed a registration statement
on Form S-8 with the Securities and Exchange Commission to
register 1 million shares of common stock -- par value $0.05 per
share, at $1.20 per share -- that may be granted under the
Company's 2009 Employee, Director and Consultant Stock Plan.  The
proposed maximum aggregate offering price is $1.2 million.

A full-text copy of the Form S-8 filing is available at no charge
at http://ResearchArchives.com/t/s?443a

Southampton, Pennsylvania-based Environmental Tectonics
Corporation (AMEX: ETC) -- http://www.etcusa.com/-- designs,
develops, installs and maintains aircrew training systems
(aeromedical, tactical combat and general), disaster management
training systems and services, entertainment products, sterilizers
(steam and gas), environmental testing products, hyperbaric
chambers and related products for domestic and international
customers.

The Company had total assets of $35,538,000 and total liabilities
of $37,486,000, at May 29, 2009.


ENVIROSOLUTIONS HOLDINGS: Moody's Cuts Corp. Family Rating to Caa3
------------------------------------------------------------------
Moody's Investors Service lowered its debt ratings of
EnviroSolutions Holdings, Inc., and EnviroSolutions Real Property
Holdings, Inc.; corporate family and probability of default, each
to Caa3 from Caa2, senior secured to Caa2 from Caa1.  The outlook
is negative.

The downgrades reflect Moody's belief that the probability of
default for ESI has increased because of the effects of the weak
volume pattern the solid waste sector continues to endure,
including in the two regions the company serves.  Reported EBITDA
and funds from operations have declined meaningfully below the
levels expected when ESI arranged the most recent refinancing in
the Spring of 2008.  This has weakened the ability of ESI to
adequately service its debt obligations, resulting in an
unsustainable capital structure.

The timing of the build-out of the rail-side, Newark, N.J.-based
DART transfer station has resulted in larger than expected
negative free cash flow generation over the past 15 months.  This,
other capital expenditures and the high cash interest burden have
consumed the majority of the company's unrestricted cash,
significantly weakening its liquidity.  Moody's expects increasing
price competition in the company's Northern New Jersey and New
York tri-state market areas to continue to pressure earnings and
cash flow generation.  Expected continuing weak economic activity
also indicates that it will be difficult for ESI to attain
adequate waste volumes that allow it to efficiently operate its
Newark, N.J.-based transfer station capacity.

The negative outlook considers that the weak demand environment is
likely to continue to constrain operating cash flow as ESI will
need to aggressively price any bids to help maintain throughput at
its transfer operations.  Weak cash flows could depress valuations
of the company or its assets and complicate any efforts by ESI to
refinance its capital structure.  The negative outlook also
considers the company's weak liquidity profile.  Although the
revolver remains undrawn, ESI's access to this facility could be
limited due to potential non-compliance with the facility's
financial covenants.

Moody's could further downgrade its ratings if it becomes evident
that ESI will resort to a compromise of its debt obligations.  The
outlook could be stabilized if ESI is able to amend or otherwise
restructure the terms of the credit facility such that it is able
to adequately meet such revised terms of its debt agreements or
demonstrate the ability to achieve positive free cash flow that
restores adequate liquidity.

The last rating action was on July 25, 2008, when Moody's affirmed
the Caa2 corporate family and probability of default ratings and
changed the outlook to stable from negative.

Downgrades:

Issuer: EnviroSolutions Holdings, Inc.

  -- Probability of Default Rating, Downgraded to Caa3 from Caa2
  -- Corporate Family Rating, Downgraded to Caa3 from Caa2

Issuer: EnviroSolutions Real Property Holdings, Inc.

  -- Senior Secured Bank Credit Facility, Downgraded to Caa2 from
     Caa1

Outlook Actions:

Issuer: EnviroSolutions Holdings, Inc.

  -- Outlook, Changed To Negative From Stable

Issuer: EnviroSolutions Real Property Holdings, Inc.

  -- Outlook, Changed To Negative From Stable

EnviroSolutions Holdings, Inc., based in Manassas, Virginia, is an
integrated solid waste management company with a presence in
Virginia, Maryland, New Jersey, Kentucky, West Virginia, and the
District of Columbia.  The company's assets include three
landfills, four transfer stations and several hauling and
collection operations.


ESCADA AG: US Court Sets Initial Case Conference for Sept. 9
------------------------------------------------------------
To aid in the efficient administration of Escada USA's Chapter 11
case, Judge Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York will conduct an initial case
management conference in the Chapter 11 case of Escada (USA) Inc.
on September 9, 2009, at 10:00 A.M.

During the Initial Case Conference, the retention of
professionals, the creation of a committee to review budget and
fee requests, the use of alternative dispute resolution,
timetables, and the scheduling of additional case management
conferences will be tackled, according to the Court.

                          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: US Unit Gets Interim Nod to Pay Common Carriers
----------------------------------------------------------
On an interim basis, the U.S. Bankruptcy Court for the Southern
District of New York authorized, but not directed, Escada USA to
pay in its sole discretion any or all of the valid prepetition
charges of (i) common carriers, which consist of carriers,
shippers, freight forwarders and truckers, holding goods belonging
to the Debtor in transit as of the Petition Date; and (ii) any
common carrier or the distribution manager that would be entitled
to a lien on the Debtor's goods as of the Petition Date.

Judge Bernstein clarified that the Debtor is not allowed to pay
prepetition charges of Common Carriers and the Distribution
Manager that exceed $190,000 without further authorization of the
Court.

The Carrier Claims Interim Order does not prejudice the Debtor's
right to dispute or contest the amount of, or basis for, any
claims against the Debtor by the Common Carriers and the
Distribution Manager.  Similarly, the Interim Order will not be
deemed to constitute an assumption of an executory contract,
whether under Section 365 of the Bankruptcy Code or otherwise,
the Court ruled.

The Court will convene a hearing on September 9, 2009, to
consider approval of the Debtor's request, on a final basis.

                          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: US Unit to Honor Prepetition Workers' Programs
---------------------------------------------------------
In the ordinary course of its business, Escada (USA) Inc.
maintains several insurance programs through different insurance
carriers.  The Debtor specifically procured the Liability and
Property Insurance Programs, which provide it with insurance
coverage for liabilities relating to general liability, primary
property liability, automobile liability, ocean cargo liability,
fiduciary liability, crime liability, umbrella liability, excess
liability insurance and foreign liability insurance.

A list of Escada USA's Insurance Programs is available for free
at http://bankrupt.com/misc/Escada_InsurancePrograms.pdf

Escada USA is required to pay premiums under the Liability and
Property Insurance Programs based on fixed rates established by
the Insurance Carrier.  The annual premiums for those policies,
and the Workers Compensation Programs, aggregate approximately
$730,500, Gerard C. Bender, Esq., at O'Melveny & Myers LLP, in
New York, told Judge Stuart M. Bernstein of the U.S. Bankruptcy
Court for the Southern District of New York.

Under the Debtor's Liability and Property Insurance Programs, if
a claim is filed against a policy that has a deductible, the
provider will pay the claim less the amount of the deductible,
rather than pay the full amount of the claim and charge the
Debtor for the amount of the deductible.  As of the Petition
Date, there are no accrued and outstanding amounts with respect
to any deductibles under the Program.  Subsequent to the Petition
Date, however, deductibles for claims relating to the period
prior to the Petition Date may arise, Mr. Bender avers.

The Debtor employs insurance broker Marsh USA, Inc., to assist
with the procurement and negotiation of Insurance Programs, the
processing of claims, and the remittance of payments to the
Insurance Carriers on its behalf.  The Debtor pays Marsh USA a
commission for the performance of the firm's duties.  As of the
Petition Date, there are no amounts accrued and outstanding with
respect to payments to Marsh USA, Mr. Bender notes.

Mr. Bender elaborates that Escada USA is obligated to remain
current with respect to its primary Insurance Policies.
Therefore, he maintains, the continuation of the Insurance
Programs, on an uninterrupted basis, and the satisfaction of all
undisputed payments are essential to preserve the Debtor's
business.

Almost all of the Insurance Programs are due for payment and
renewal on November 1, 2009.  Hence, the renewal or negotiation
of the insurance policies under competitive terms, including
payments to Marsh USA does not necessitate the Court's prior
approval, Mr. Bender explains.

To the extent any Insurance Program or related agreement is
deemed an executory contract within the meaning of Section 365 of
the Bankruptcy Code, the Debtor says it does not seek to assume
any contract.  Hence, Mr. Bender relates, the Court's
authorization to satisfy the insurance premium payments should
neither be deemed to constitute a postpetition assumption or
adoption of the programs, policies, or agreements as executory
contracts, nor affect the Debtor's right to contest the amount or
validity of those obligations.

                 Workers' Compensation Program

Escada USA also maintains insurance policies and programs with
respect to employee benefits, including health, dental,
disability, and life insurance.  The Debtor is specifically
required by state laws to maintain workers' compensation policies
and programs to provide its employees with workers' compensation
benefits for claims arising from or related to their employment
with the Debtor.  The Debtor maintains workers' compensation
coverage through insurance policies provided by the Travelers
Indemnity Co. of America and Travelers Casualty and Surety Co.

The Travelers Program obliges the Debtor to pay an estimated
annual premium of $170,000 for the period from November 1, 2008,
to November 1, 2009.  The Estimated Premium is paid by the Debtor
in 10 equal installments of $17,000.  As of the Petition Date,
the Debtor says it has no remaining payments of the Estimated
Premium due to Travelers.

In particular, Travelers performs an audit of the Debtor's actual
payroll at the conclusion of each policy year.  Following the
annual audit and subsequent to the Petition Date, Travelers may
assert a liquidated prepetition claim.

To the extent the Debtor's employees hold valid workers'
compensation claims, the Debtor seeks the Court's authority to
permit the employees to proceed with their claims in the
appropriate judicial or administrative through modification of
the automatic stay imposed by under Section 362(d) of the
Bankruptcy Code.

To effectuate the modification of the automatic stay, the Debtor
asks Judge Bernstein to waive the stay of a judgment under Rule
7062 of the Federal Rules of Bankruptcy Procedure, as well as the
requirements under Bankruptcy Rule 9014 relating to contested
matters with respect to claims under the Workers' Compensation
Programs.

Prohibiting the Debtor's employees from proceeding with their
claims could have a detrimental effect on the financial well-
being and morale of the employees and lead to their departure,
which could cause a severe disruption in the Debtor's business to
the detriment of all parties-in-interest, Mr. Bender says.

Escada further asks Judge Bernstein to authorize JPMorgan Chase
to honor and process prepetition and postpetition checks and
transfers related to the payment of their Insurance Obligations
under Disbursement Account No. XXX-XXX-5904.

Mr. Bender assures the Court that the Checks or Transfers are or
will be drawn on accounts as authorized under the Cash Management
Order and therefore, can be readily identified as relating
directly to payments under the Insurance Programs.  Accordingly,
prepetition Checks and Transfers other than those relating to the
Insurance Programs will not be honored inadvertently, he points
out.

                          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


ETHOS DESIGN LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ethos Design, LLC
        1805 Flower Street
        Glendale, CA 91201

Bankruptcy Case No.: 09-33922

Chapter 11 Petition Date: September 4, 2009

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

Judge: Victoria S. Kaufman

Debtor's Counsel: Anthony A. Friedman, Esq.
                  Levene Neale Bender Rankin & Brill LLP
                  10250 Constellation Bl., Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  Email: aaf@lnbrb.com

                  David B. Golubchik, Esq.
                  Levene Neale Bender Rankin & Brill LLP
                  10250 Constellation Blvd, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Email: dbg@lnbrb.com

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

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

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

            http://bankrupt.com/misc/cacb09-33922.pdf

The petition was signed by Armen Gharabegian, CEO of the Company.


EXTENDED STAY: Mezzanine Lenders Want Examiner
----------------------------------------------
Mezzanine lenders Line Trust Corp. and Deuce Properties Ltd.
are supporting the U.S. Trustee's request for an examiner to
investigate Extended Stay Inc.

Twelve days prior to the bankruptcy filing of Extended Stay, Line
Trust and Deuce commenced an action in the Supreme Court of the
State New York, in and for the County of New York, against some of
the Debtors, and their original lenders, Bank of America, Wachovia
and U.S. Bank National Association, as successor in interest to
Bear Stearns Commercial Mortgage, Inc.  Line Trust and Deuce
alleged that the Original Lenders had engineered the contrived and
trivial operating expense default in order to permit them to move
forward with a conveyance in lieu transaction so that they could
wipe out billions of dollars worth of junior mezzanine debt, on or
before the maturity date of the entire debt stack, June 12, 2009,
and thereby satisfy a so-called debt yield test and avoid the
millions of dollars in required amortization payments due to the
senior debt holders, in the event of a failure of the debt yield
test on June 12, 2009.

On June 15, 2009, the Debtors filed for Chapter 11 and submitted a
term sheet reached with the defendant lenders.  The Term Sheet
sets forth a proposed restructuring of the Debtors' debt and
proposed distributions to various claimants and interest holders.

Line Trust and Deuce assert that the facts and circumstances that
led to the Term Sheet must be investigated thoroughly and
carefully by the independent examiner.

Stephen B. Meister, Meister Seelig & Fein LLP, asserts that the
Term Sheet forcefully demonstrates the collusion that took place
between CEO David Lichtenstein and the Ad Hoc Mortgage Lender
Group.  "In situations such as this, where issues of fraud and
misconduct exist, appointment of an independent examiner is
necessary in order to preserve the integrity of the bankruptcy
process."

                        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).


FANNIE MAE: Executives' Legal Bills Paid by U.S. Government
-----------------------------------------------------------
The New York Post reports that, according to inquiries by
Representative Alan Grayson, a Florida Democrat, taxpayers' money
are used to pay for legal defense bills of three top former
executives, including Franklin D. Raines, who left the Company in
late 2004 under accusations of accounting improprieties.  From
Sept. 6, 2008, to July 21, these legal payments totaled
$6.3 million.

The U.S. Government provided aid to Fannie Mae to avert its
collapse.  According to the New York Post, citing the Company's
most recent quarterly financial statement, the Treasury will, by
Sept. 30, have handed more than $45 billion to shore up the
Company's net worth.

The New York Post recounts that government inquiries found that
between 1998 and 2004, senior executives at Fannie manipulated its
results to hit earnings targets and generate $115 million in bonus
compensation.  Fannie had to restate its financial results by
$6.3 billion.

                         About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.

As of March 31, 2009, Fannie Mae had $919,638,000,000 in total
assets and $938,567,000,000 in total liabilities, resulting in
Fannie Mae stockholders' deficit of $19,066,000,000.  At March 31,
2009, Fannie Mae had $137,000,000 in non-controlling interest,
resulting in total deficit of $18,929,000,000.

                          Conservatorship

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


FLEETWOOD ENTERPRISES: Retail Units Sec. 341(a) Meet on Sept. 25
----------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in the Chapter 11 cases of:

   -- Fleetwood Retail Corp. of Arkansas
   -- Fleetwood Retail Corp. of Arizona
   -- Fleetwood Retail Corp. of Georgia
   -- Fleetwood Retail Corp. of Florida
   -- Fleetwood Retail Corp. of South Carolina

The meeting will be held on Sept. 25, 2009, at 2:30 p.m. at the
Office of the United States Trustee, 3685 Main Street Suite 300,
Riverside, 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.

                  About Fleetwood Enterprises

Founded in 1950, Fleetwood Enterprises, Inc., and its various
subsidiaries produce, distribute, and service recreational
vehicles and manufactured housing.  Fleetwood employed 2,100
people in 14 plants located in 10 states.

Based in Riverside, California, Fleetwood Enterprises, Inc.,
together with 19 of affiliates, filed for Chapter 11 protection on
March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254).  Craig
Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn & Crutcher
LLP, represent the Debtors in their restructuring efforts.  FTI
Consulting Inc. is the financial advisors to the Debtors.  The
Debtors tapped Greenhill & Co.. LLC as its investment banker.

Fleetwood was authorized in June to sell its recreational vehicle
business for $53 million to private-equity investor American
Industrial Partners.


FLEETWOOD ENTERPRISES: Wants to Sell IT Assets to En Pointe Tech.
-----------------------------------------------------------------
Fleetwood Enterprises, Inc., and its affiliated debtors ask the
U.S. Bankruptcy Court for the Central District of California for
authority to enter into an IT Services Agreement, which provides
for: (i) the sale of certain IT equipment and software free and
clear of liens, claims, interests and encumbrances to En Pointe
Technologies, Inc.; (ii) En Pointe's offer of employment to
FEI's IT employees; and (iii) the vendor's provision of requisite
information technology services to the parties under the
transition services agreements.

The Debtors related that its estates will be liquidated and they
have decided that it was most cost effective to outsource the IT
services.  Moreover, pursuant to at least one of the TSAs, the
sooner FEI can outsource its IT service obligations, the sooner
the Debtors can withdraw $2 million deposited in a segregated
account.

The key terms of the IT Services Agreement the are:

   -- the vendor agrees to: (i) assume FEI's IT service
      obligations under the TSAs; (ii) provide certain IT Services
      to the Debtors, the RV Purchaser and the Housing Purchaser
      for a period of up to two years; (iii) purchase from FEI for
      $100, and in consideration of vendor's other promises
      contained in the IT Services Agreement, the right and title
      to the IT Assets, and to certain related software, free and
      clear of liens, claims, interests and encumbrances;  (iv)
      assume or obtain on its own certain additional software
      licenses and third party contracts; (v) offer employment,
      including base wages and benefits, to the employees of FEI's
      IT group on terms that are not materially worse than the
      employees received from FEI; and (vi) in its own reasonable
      discretion, offer retention incentives to the employees.

   -- In consideration for the assumption and performance of the
      foregoing obligations, FEI will pay vendor: (i) for the
      provision of the IT Services, an amount equal to $292,000
      per month for a period of 12 months; (ii) for the provision
      of the IT Services under the Housing TSA, an amount equal to
      $29,000 per month for a period of 12 months, and $134,000
      per month for an optional period of 13-18 months; (iii) for
      the provision of IT Services to FEI, $100,000 per month for
      a period of 12 months; and (iv) initial non-recurring
      charges of (a) $1,000,000, and (b) $75,000 intended for
      payment of one week of salaries and benefits for the IT
      Employees.  Additionally, FEI will bear the costs of 45 days
      of rent and utilities for FEI's data center.

   -- In addition, the vendor agrees to pay FEI, based upon its
      revenues received from RV Purchaser and Housing Purchaser
      during the second year following the execution of the
      proposed IT Services Agreement, these amounts: (i) 10% of
      any revenues in excess of $4,000,000 that vendor receives
      from RV Purchaser during the Second Year, provided that the
      amount will not exceed $250,000; and (ii) 10% of any
      revenues in excess of $1,600,000 that vendor receives from
      Housing Purchaser during the Second Year, provided that the
      amount will not exceed $150,000.

   -- The IT Services Agreement may be unwound if approval of this
      Court is not obtained within a reasonable time after its
      execution.  In that a scenario, the vendor will be entitled
      to retain a portion of the non-recurring charges, calculated
      to reflect the value of the services provided up to the
      point.

The Debtor has asked the Court to schedule a hearing on the motion
for Sept. 8, 2009, at 2:30 p.m. before the Hon. Meredith A. Jury,
in Courtroom 302, located at the U.S. Bankruptcy Court, 3420
Twelfth 10 Street, Riverside, California.

                  About Fleetwood Enterprises

Founded in 1950, Fleetwood Enterprises, Inc., and its various
subsidiaries produce, distribute, and service recreational
vehicles and manufactured housing.  Fleetwood employed 2,100
people in 14 plants located in 10 states.

Based in Riverside, California, Fleetwood Enterprises, Inc.,
together with 19 of affiliates, filed for Chapter 11 protection on
March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254).  Craig
Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn & Crutcher
LLP, represent the Debtors in their restructuring efforts.  FTI
Consulting Inc. is the financial advisors to the Debtors.  The
Debtors tapped Greenhill & Co.. LLC as its investment banker.

Fleetwood was authorized in June to sell its recreational vehicle
business for $53 million to private-equity investor American
Industrial Partners.


FONTAINEBLEAU LAS VEGAS: Contractors' Notice of FRBP 7030 Probe
---------------------------------------------------------------
Pursuant to Rule 7030 of the Federal Rules of Bankruptcy
Procedure and Rule 7030-2 of the Local Bankruptcy Rules of the
U.S. Bankruptcy for the Southern District of Florida, Contractor
Claimants Desert Fire Protection, a Nevada Limited Partnership,
Bombard Mechanical, LLC, Bombard Electric, LLC, Warner
Enterprises, Inc., doing business as Sun Valley Electric Supply
Co., Absocold Corporation, Austin General Contracting, Powell
Cabinet and Fixture Co., and Safe Electronics, Inc., ask the Term
Lender Steering Group and Jefferies & Company to produce certain
documents, at these date, time and location:

(a) Term Lender Steering Group

   Date: September 8, 2009
   Time: 10:00 a.m. (E.T.)
   Location: Genovese, Joblove & Battista
             100 SE 2nd St., 44th Floor
             Miami, Florida 33131-2158

(b) Jefferies & Company

   Date: September 8, 2009
   Time: 12:00 p.m. (E.T.)
   Location: Genovese, Joblove & Battista
             100 SE 2nd St., 44th Floor
             Miami, Florida 33131-2158

The Contractor Claimants are seeking a representative of
Jefferies & Company with the most knowledge and information
concerning any reports, projections, appraisals, or valuations
concerning the Debtors' construction of their "Tier A" casino
hotel resort -- the Project -- and the Debtors' property
generally, all postpetition loans, extensions of credit, and
agreements concerning the Debtor's use of cash collateral,
including the proposed priming liens being extended to the Term
Lenders and any adequate protection that the Term Lenders will
provide to the senior lien holders on the Project.

The Contractor Claimants are also seeking a representative of the
the Term Lender Steering Group with the most knowledge and
information concerning all postpetition loans, extensions of
credit, and agreements concerning the Debtor's use of cash
collateral.

Lists of the documents requested by the Contractor Claimants are
available for free at:

  http://bankrupt.com/misc/FB_CC_7030ExamJefferies.pdf
  http://bankrupt.com/misc/FB_CC_7030ExamSteeringG.pdf

According to the Notices, the scope of the examination
will be as described in Rule 7030 of the Federal Rules of
Bankruptcy Procedure.  Pursuant to Local Rule 7030-2, no order
will be necessary.  The examination may continue from day to day
until completed.  If the examinee requires an interpreter, it is
the examinee's responsibility to engage the employment of the
interpreter to be present at the examination.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LAS VEGAS: Contractors Seek to Perfect Lien Claims
----------------------------------------------------------------
In separate filings, Bombard Mechanical, LLC, Austin General
Contracting Inc., and Absocold Corporation, prepetition
contractors for the Debtors and construction lien claimant
pursuant to Nevada Revised Statutes Section 108.221 through
Section 108.246, ask the Court to lift the automatic stay under
Section 362(b) of the Bankruptcy Court and Rule 4001-1 of the
Local Bankruptcy Rules of the U.S. Bankruptcy for the Southern
District of Florida, so as to perfect their construction lien
claims against the property of Debtor Fontainebleau Las Vegas,
LLC.

As of the Petition date, the Contractors supplied work,
materials, and equipment, for which payment is due, for the
Debtors' construction of their "Tier A" casino hotel resort --
the Project.  The Contractors recorded their claims at the Clark
County Recorder, at Clark County, in Nevada.  The Contractors
assert these lien claim amounts against the Debtor:

  Contractor                          Claim Amount
  ----------                          ------------
  Bombard Mechanical, LLC              $54,647,384
  Austin General Contracting Inc.        5,783,502
  Absocold Corporation                     453,554

In a separate filing, Bombard Mechanical explained that it
entered into a contract with Fontainebleau Las Vegas in order to
provide heating, ventilation, and air conditioning for the Tower
portion of the Project.  As of the Petition date, Bombard
Mechanical has performed and provided $9,525,710 of work,
materials, and equipment for which payment is due and owing.
Bombard Mechanical has recorded the $9,525,710 due payment at the
Clark County Recorder.

On June 6, 2007, the Prepetition Term Lenders and Prepetition
Revolver Lenders and the Debtors closed on a variety of loans to
fund the continued construction of the Project.

The Contractors tell the Court that work on the Project commenced
in November 2006, which was prior to the signing and closing of
the Debtors' June 6, 2007 Loans.  Counsel for Absocold, Robert P.
Charbonneau, Esq., at Ehrenstein Charbonneau Calderin, in Miami,
Florida, asserts that any of Absocold's valid mechanics' liens
are superior to the liens granted to the Prepetition Term Lenders
and Prepetition Revolver Lenders in connection with the June 6,
2007 Loans.  The adjudication of that issue will be resolved by
separate adversary proceeding, Mr. Charbonneau adds.

Notwithstanding the plain language of Section 546(b) of the
Bankruptcy Court and in deference to the Court's broad
jurisdiction and the broad protections afforded to the Debtors by
the automatic stay under Section 362(b), the Contractors ask the
Court to determine that the automatic stay does not apply to
their postpetition perfection steps pursuant to Section 546(b),
or, in the alternative, modify the provisions of the automatic
stay, nunc pro tunc to the petition date, in order to give effect
to the Contractors' perfection steps.

Mr. Charbonneau notes that the statutory liens created by N.R.S.
Section 108.221 through Section 108.246 are purely statutory in
nature, and any lienor's right to enforce liens emanates entirely
from statutory provisions.


FONTAINEBLEAU LAS VEGAS: Court OKs Cash Coll. Use Until Sept. 17
----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Florida has authorized Fontainebleau Las Vegas Holdings,
LLC, and its debtor affiliates, pursuant to Section 363(c)(2)(A)
and (B) of the Bankruptcy Code, to use the Cash Collateral on a
fourth interim basis solely and exclusively for the disbursements
set forth in the Budget for the period of August 31, 2009, until
the earliest to occur of (a) the date that the Order or a Final
Order ceases to be in full force and effect, or (b) the
occurrence and continuation of a "Termination Event."

A Termination Event will constitute any of these events:

* September 17, 2009;

* the Debtors fail to comply with any of the terms of the
   Fourth Interim Cash Collateral Order;

* the Debtors seek any modification or extension of the
   Fourth Interim Cash Collateral Order without the prior written
   consent of the Term Lender Steering Group, or any order be
   entered, other than with the consent of the Term Lender
   Steering Group, amending, supplementing, or modifying the
   Order in any material respect or terminating the use of Cash
   Collateral by the Debtors pursuant to the Interim Order;

* the cumulative aggregate cash disbursements exceed 105% of
   cumulative aggregate amount of cash disbursements projected in
   the Budget line "Weekly Subtotal" during the term of the
   Budget; and

* an application filed by any Debtor for the approval of any
   Superpriority Claim or any lien in any of the Cases which is
   senior to the Adequate Protection Obligations or Adequate
   Protection Liens;

However, the Term Lender Steering Group may waive in writing any
Termination Event.

The Debtors' authority to use the Cash Collateral will
automatically terminate upon the occurrence of a Termination
Event, all without further order or relief from the Court.  All
of the rights, remedies, benefits, and, protections provided to
the Prepetition Secured Parties under the Fourth Interim Cash
Collateral Order will survive the Termination Event.

From and after the Petition Date, all proceeds of the Collateral,
including all of the Debtors' existing or future cash and Cash
Collateral, will not be used to pay expenses of the Debtors or to
make debt payments except for those debt payments, expenses or
disbursements that are expressly permitted under the Order and
are consistent with the Budget.

The Prepetition Secured Parties are granted a valid and perfected
replacement security interest in, and lien on the Collateral,
which Adequate Protection Liens will be senior to any liens on
the Collateral including any statutory Liens that may exist under
Nevada law, provided that any Adequate Protection Liens
resulting from use of Cash Collateral under the First Interim
Order and Second Interim Order will not have priority under
Section 364(d) and will instead have the priority set forth in
those Orders.

The Adequate Protection Liens will not be (i) subject or junior
to any Lien that is avoided and preserved for the benefit of the
Debtors' estates under Section 551 of the Bankruptcy Code, or
(ii) subordinated to or made pari passu with any other Lien,
whether under Section 364(d) or otherwise.  The Adequate
Protection Liens are deemed to be valid, enforceable, and
perfected liens, effective as of the Petition Date.

The Prepetition Secured Parties are granted in each of the
Debtors' Cases an allowed, superpriority administrative expense
claim under Section 507(b) of the Bankruptcy Code with respect to
the Adequate Protection Obligations.

Each Debtor and each of its affiliates will forever release,
waive, and discharge the Prepetition Agent and each Prepetition
Term Lender from any claims or defenses as to the extent,
validity, priority, or perfection of the Prepetition Liens or the
Prepetition Term Obligations, or any actions, claims, or defenses
under Chapter 5 of the Bankruptcy Code.  The Prepetition Term
Lenders and Turnberry West Construction, Inc., but not the
Debtors, have agreed that the releases, waivers and discharges of
the Prepetition Agent and each Prepetition Term Lender will not
apply to any Claims and Defenses that have been asserted in a
complaint filed against the Prepetition Agent or Prepetition Term
Lenders by Turnberry in the Court on July 14, 2009.

Any objections to the relief sought in the Motion that have not
been previously resolved or withdrawn are overruled without
prejudice to the legal issues being raised in connection with
subsequent applications for the use of Cash Collateral provided,
that the Court will, based on supplemental briefs that were filed
on August 10, 2009, by the Debtors, the Term Lender Steering
Group, and the M&M Lienholders, issue a separate ruling regarding
whether it has jurisdiction over the M&M Lienholders to impose
the October 15 deadline for any party-in-interest to file a
complaint pursuant to Rule 7001 of the Federal Rules of
Bankruptcy Procedure seeking to undertake any action with respect
to claims and defense afforded by the Debtors to the Prepetition
Agent and each of the Prepetition Term Lender.

The Court had directed the Debtors to serve last September 3,
2009, copies of the Cash Collateral Motion, the Forth Interim
Cash Collateral Order, and a notice of the Final Hearing or a
further interim hearing to be held on September 10, 2009, at 3:00
p.m., to consider entry of the Final Order or interim order, as
the case may be, on the Interim Notice Parties.  Objections are
due on September 8, 2009, at 4:00 p.m.

A full-text copy of the Fourth Interim Cash Collateral Order is
available for free at:

   http://bankrupt.com/misc/FB_CashColl_4thInterimOrd.pdf

Prior to the entry of the Court's Order, Lien Claimants Derr and
Gruenewald Construction Co., Graybar Electric Company, Inc.,
Quality Cabinet and Fixture Company, Tracy & Ryder Landscape,
Inc., Z-Glass, Inc., Zetian Systems, Inc., and Water FX, Inc.,
informed the Court that they support the objection raised by
Contractor Claimants Desert Fire Protection, a Nevada Limited
Partnership, Bombard Mechanical, LLC, Bombard Electric, LLC,
Warner Enterprises, Inc. doing business as Sun Valley Electric
Supply Co., Absocold Corporation doing business as Econ
Appliance, Austin General Contracting, Powell Cabinet and
Fixture Co., Safe Electronics, Inc., and Union Erectors, LLC.

The Contractor Claimants contend that the Court should not
approve the Debtors' further request for continued of the Cash
Collateral nor enter the Fourth Interim Cash Collateral Order.
The Construction Claimants object to the improper accommodations
that are extended to the Term Lenders.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU MIAMI: May Face Default Judgment
----------------------------------------------
Lenders of Fontainebleau Miami Beach, led by Bank of America
Corp., could declare a default on Fontainebleau Miami's
$670 million construction loan, partly due to $60 million in
unpaid contractor claims, according to The Wall Street Journal.

The report says that a 45-day agreement by lenders not to declare
default on the $670 million in construction debt had expired on
August 31, 2009.

In a statement to the Journal, Fontainebleau Miami executives
declined to comment on the expired forbearance deal, calling it a
"private document" adding that it is "engaged in constructive
negotiations with . . . lenders."  The hotel has not missed a
debt payment and is faring better than its South Florida rivals
since reopening in November, Fontainebleau said, the report
noted.

The lenders are purportedly withholding a final $26 million on
the $670 million construction loan until the Soffers, owners of
Fontainebleau Miami Beach, resolve the problems with contractors,
the Journal reports.  The Journal further revealed that the
lenders could also declare a default on the loan because the
hotel had not delivered audited financial statements to the
lenders or maintained cash-management records for the lenders'
review.

Fontainebleau Miami Beach and Fontainebleau Las Vegas are both
run by Soffer's Fontainebleau Resorts.  However, the projects are
separate corporate entities.  The Fontainebleau Miami Beach has
not filed for bankruptcy protection and has not played a role in
Fontainebleau Las Vegas' Chapter 11 case.


FORMTECH INDUSTRIES: Taps Potter Anderson as Bankruptcy Counsel
---------------------------------------------------------------
FormTech Industries, LLC and FormTech Industries Holdings LLC ask
the U.S. Bankruptcy Court for the District of Delaware for
authority to employ Potter Anderson & Corroon LLP as counsel.

Potter Anderson will, among other things:

   -- take all necessary action to protect and preserve the
      estates of the Debtors, including the prosecution of actions
      on the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of disputes in which
      the Debtors is involved, and the preparation of objections
      to claims filed against the Debtors' estates;

   -- provide legal advice with respect to the Debtors' powers and
      duties as debtors-in-possession as the Debtor move forward
      with the bankruptcy case; and

   -- negotiate, prepare and pursue a plan and disclosure
      statement and the approval of the same.

In a separate application, the Debtors seek to employ Strobl &
Sharp, P.C., as special counsel to provide specialized services in
conjunction with the cases but that are not duplicative with the
services of Potter Anderson

Steven M. Yoder, Esq., a partner at Potter Anderson, tells the
Court that the firm received a $75,000 retainer in payment of
prepetition services and related expenses.

The hourly rates of the firm's personnel are:

     Partners                    $425 - $595
     Counsel                     $220 - $375
     Associates                  $235 - $325
     Paralegals and other
     administrative personnel     $70 - $180

Mr. Yoder assures the Court that the firm is a "disinterested
person as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Yoder can be reached at:

     Potter Anderson & Corroon LLP
     Hercules Plaza, Sixth Floor
     1313 North Market Street, P.O. Box 951
     Wilmington, DE 19899-0951
     Tel: (302) 984-6000
     Fax: (302) 658-1192

                   About FormTech Industries, LLC

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

The Company and FormTech Industries Holdings LLC filed for
Chapter 11 on Aug. 26, 2009 (Bankr. D. Del. Case No. 09-12964 and
09-12965).  Lynn M. Brimer, Esq., Meredith E. Taunt, Esq., and at
Andrew A. Ayar, Esq., at Strobl & Sharp, P.C. represent the Debtor
in its restructuring effort.  The Debtor selected Steven M. Yoder,
Esq., Jeremy W. Ryan, Esq., and R. Stephen McNeill, Esq., at
Potter Anderson & Corroon LLP as co-counsel; and Kurtzman Carson
Consultants LLC as claims agent.  In its petition, the Debtor
listed $100 million to $500 million in assets and $50 million to
$100 million in debts.


FORMTECH INDUSTRIES: U.S. Trustee Picks 3-Member Creditors Panel
----------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3 appoints
three members to the official committee of unsecured creditors in
the Chapter 11 cases of FormTech Industries, LLC, and FormTech
Industries Holdings LLC.

The Creditors Committee members are:

1. Macsteel Jackson
   Attn: Stefan J. Prociv
   5591 Morrill Road
   Jackson, MI 49201,
   Tel: (517) 782-0415
   Fax: (517) 782-9134


2. International Union, UAW
   Attn: Niraj R. Ganatra
   Solidarity House
   8000 East Jefferson Avenue
   Detroit, MI 48214
   Tel: (313) 926-5000
   Fax: (313) 823-6016

3. The Timken Company
   Attn: Robert Morris
   1835 Duebar Avenue, S.W.
   Canton, OH 44706
   Tel: (330) 471-4589
   Fax: (330) 458-6483

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

                   About FormTech Industries, LLC

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

The Company and FormTech Industries Holdings LLC filed for
Chapter 11 on Aug. 26, 2009 (Bankr. D. Del. Case No. 09-12964 and
09-12965).  Lynn M. Brimer, Esq., Meredith E. Taunt, Esq., and at
Andrew A. Ayar, Esq., at Strobl & Sharp, P.C., represent the
Debtor in its restructuring effort.  The Debtor selected Steven M.
Yoder, Esq., Jeremy W. Ryan, Esq., and R. Stephen McNeill, Esq.,
at Potter Anderson & Corroon LLP as co-counsel; and Kurtzman
Carson Consultants LLC as claims agent.  In its petition, the
Debtor listed $100 million to $500 million in assets and
$50 million to $100 million in debts.


FORMTECH INDUSTRIES: Section 341(a) Meeting Slated for October 2
----------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, will
convene a meeting of creditors in FormTech Industries, LLC, and
FormTech Industries Holdings LLC's Chapter 11 cases on Oct. 2,
2009, at 10:00 a.m.  The meeting will be held at J. Caleb Boggs
Federal Building, 2nd Floor, Room 2112, Wilmington, Delaware.

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.

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

The Company and FormTech Industries Holdings LLC filed for
Chapter 11 on Aug. 26, 2009 (Bankr. D. Del. Case No. 09-12964 and
09-12965).  Lynn M. Brimer, Esq., Meredith E. Taunt, Esq., and at
Andrew A. Ayar, Esq., at Strobl & Sharp, P.C., represent the
Debtor in its restructuring effort.  The Debtor selected Steven M.
Yoder, Esq., Jeremy W. Ryan, Esq., and R. Stephen McNeill, Esq.,
at Potter Anderson & Corroon LLP as co-counsel; and Kurtzman
Carson Consultants LLC as claims agent.  In its petition, the
Debtor listed $100 million to $500 million in assets and
$50 million to $100 million in debts.


FORMTECH INDUSTRIES: Taps Strobl & Sharp, P.C. as Special Counsel
-----------------------------------------------------------------
FormTech Industries, LLC, and FormTech Industries Holdings LLC ask
the U.S. Bankruptcy Court for the District of Delaware for
authority to employ Strobl & Sharp, P.C., as special counsel.

Strobl & Sharp will represent the Debtors in connection with:

   -- supplier and customer matters;
   -- commercial matters;
   -- corporate matters;
   -- tax matters;
   -- real estate matters; and
   -- labor and collective bargaining matters.

Lynn M. Brimer, Esq., a shareholder at Strobl, tells the Court
that since 2007, the firm represented the Debtors in unrelated
non-bankruptcy matters and received $557,685 in fees and $9,128 in
costs.  On the petition date, the firm had no outstanding balance
due in connection with the prepetition matters.

Ms. Brimer adds that Strobl received $296,596 in fees and $6,041
in costs for services rendered prepetition.  The firm is holding
in its client trust account a retainer of $94,512.

Ms. Brimer assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Ms. Brimer can be reached at:

     Strobl & Sharp, P.C.
     300 E. Long Lake Road, Suite 200
     Bloomfield Hills, MI 48304
     Tel: (248) 540-2300
     Fax: (248) 645-2690

                   About FormTech Industries, LLC

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

The Company and FormTech Industries Holdings LLC filed for
Chapter 11 on Aug. 26, 2009 (Bankr. D. Del. Case No. 09-12964 and
09-12965).  Lynn M. Brimer, Esq., Meredith E. Taunt, Esq., and at
Andrew A. Ayar, Esq., at Strobl & Sharp, P.C., represent the
Debtor in its restructuring effort.  The Debtor selected Steven M.
Yoder, Esq., Jeremy W. Ryan, Esq., and R. Stephen McNeill, Esq.,
at Potter Anderson & Corroon LLP as co-counsel; and Kurtzman
Carson Consultants LLC as claims agent.  In its petition, the
Debtor listed $100 million to $500 million in assets and
$50 million to $100 million in debts.


FRANCESCO CARRUBBA: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Francesco Carrubba
               Concettina Carrubba
               9 Ashdown Place
               Half Moon Bay, CA 94019

Case No.: 09-32649

Chapter 11 Petition Date: September 4, 2009

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

Judge: Dennis Montali

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

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

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

The petition was signed by the Joint Debtors.

Debtors' List of 1 Largest Unsecured Creditor:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
American Express               Credit Purchases       Unknown
PO Box 0001
Los Angeles, CA 90096-8000


FRANKLIN TOWERS: Records $2.2-Mil. Net Loss for 1H of 2009
----------------------------------------------------------
Franklin Towers Enterprises Inc. has assets of $13,064,494 as
against total debts of $14,655,957, all current as of June 30,
2009.

The Company recorded a net loss of $956,797 on net sales of
$2,485,527 for three months ended June 30, 2009.  This compares to
a net loss of $1,593,218 on net sales of $1,124,478 for the same
period in 2008.

The Company started its test production at the end of June 2007
and commenced its manufacturing operations during the third
quarter of 2007.  The Company has incurred a net loss of
$2,192,698 for the six months ended June 30, 2009 and has an
accumulated deficit of $19,883,654 at June 30, 2009.  Substantial
portions of the losses are attributable to the common stock issued
for consulting service, amortization of debt discount, deferred
finance costs and beneficial conversion feature, and accrued
interest and penalties in connection with the default of the
Convertible Notes.  The Company had a working capital deficiency
of $3,440,745 and $1,780,617 as of June 30, 2009 and December 31,
2008, respectively.  In addition, the Company's gross margin rate
from its current operations was low.  It was 8% for the six months
ended June 30, 2009 and 5.2% for the year ended December 31, 2008.

Furthermore, as of July 12, 2008, the Company was in default on
its Convertible Notes payments due July 12, 2008.  The Notes
provide that, at the option of the holder, an event of default
shall make all sums of principal and interest then remaining
unpaid and all other amounts payable immediately due and payable
upon demand.  As of June 30, 2009, the unpaid convertible notes
payable balance is $2,792,175; unpaid accrued interest is
$344,741; and unpaid accrued liquidated damages penalty and
default penalty are $1,563,056.  The Company is currently
negotiating with investors and seeking ways to resolve the default
issue with all investors.

"These factors raise substantial doubt concerning the Company's
ability to continue as a going concern," Franklin Towers said.

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

       http://researcharchives.com/t/s?444d

Franklin Towers Enterprises, Inc., was incorporated on March 23,
2006 under the laws of the State of Nevada.  On June 19, 2007,
Franklin entered into a Share Purchase Agreement with the
shareholders of Chongqing Qiluo Textile Co. Ltd., a limited
liability company organized under the laws of the People's
Republic of China, whereby Franklin agreed to acquire 100% of the
issued and outstanding registered capital of Qiluo.  Upon
consummation of such purchase, Qiluo became a wholly-owned
subsidiary of Franklin.

After the acquisition, Franklin focused on the production and sale
of silk and silk products.  The Company started its test
production at the end of June 2007 and commenced operations in the
third quarter of 2007.


FTI CONSULTING: S&P Raises Corporate Credit Rating to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on Baltimore, Maryland-based FTI Consulting Inc. to 'BB+'
from 'BB'.  The outlook is stable.  All issue-level ratings on the
company were also raised one notch in conjunction with the
corporate credit rating.

"The rating action is based on FTI's solid operating performance,
good credit metrics, and S&P's expectation that the company will
continue to generate healthy growth over the intermediate term,"
said Standard & Poor's credit analyst Andy Liu.

The 'BB+' rating reflects the company's dependence on highly
mobile and sought-after senior staff, high acquisition activity,
and the pressures of a competitive marketplace.  Its modest
business diversity, good growth rate, and discretionary cash flow
are positive factors that partly offset these risks.  FTI's
performance relies on a group of senior managing directors with
the expertise sought by clients.  The loss of any of these senior
professionals could result in the loss of some existing
engagements and/or some client relationships.  Although the
company has been successful in retaining senior professionals,
this will remain a key rating factor that S&P will continue to
monitor.  FTI has been very active making acquisitions.  The
company purchased 23 companies over the past two years to expand
its global footprint and enhance service offerings.  As of
Dec. 31, 2008, the company had operations in 22 foreign countries,
which accounted for 18% of total revenues, compared to 10
countries in 2006.  The company's goal is to increase
international revenue contribution to roughly 30% over the next
three years.  Despite FTI's success in incorporating acquisitions
into the business, its aggressive acquisition strategy and
integration risks remain a concern.


FUTURE ENERGY SERVICES: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Future Energy Services of Oklahoma, Inc.
        P.O. Box 702508
        Dallas, TX 75370-2508

Bankruptcy Case No.: 09-14938

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Future Energy Services, LLC                        09-14939

Chapter 11 Petition Date: September 4, 2009

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Richard L. Bohanon

Debtor's Counsel: Jason M. Kreth, Esq.
                  Phillips Murrah P.C.
                  101 N Robinson
                  Oklahoma City, OK 73102
                  Tel: (405) 235-4100
                  Email: jmkreth@phillipsmurrah.com

                  Robert J. Haupt, Esq.
                  Phillips Murrah P.C.
                  Corporate Tower, 13th Floor
                  101 N. Robinson
                  Oklahoma City, OK 73102
                  Tel: (405) 235-4100
                  Fax: (405) 235-4133
                  Email: rjhaupt@phillipsmurrah.com

                  Robert N. Sheets, Esq.
                  Phillips Murrah
                  101 N Robinson Avenue 13th Floor
                  Oklahoma City, OK 73102
                  Tel: (405) 235-4100
                  Fax: (405) 235-4133
                  Email: rnsheets@phillipsmurrah.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/okwb09-14938.pdf

The petition was signed by Rick Jackson, president of the Company.


GENERAL MOTORS: Detroit Diesel Wants Asbestos Suits Stayed
----------------------------------------------------------
Detroit Diesel Corporation asks the U.S. Bankruptcy Court for the
Southern District of New York to extend and enforce the automatic
stay to prevent the prosecution of claims in various courts around
the United States, or elsewhere, wherein the plaintiffs seek
monetary damages from DD for personal injuries and wrongful death
for asbestos-related diseases based on exposure to asbestos-
containing components incorporated into products manufactured,
sold, and distributed by DD's predecessors.

In the alternative, to the extent the Bankruptcy Court does not
find an extension of the automatic stay appropriate in the
present, DD seeks a commensurate preliminary injunction preventing
further prosecution of the asbestos cases as against DD to avoid
prejudice to the Debtors' estate.

Michael T. Conway, Esq., at LeClair Ryan, a Professional
Corporation, in New York, relates that there are approximately 65
civil lawsuits pending in the state courts of 12 different states.
At least eight of those lawsuits are scheduled for start of trial
in the next six months.  He says in each of the Asbestos Cases, DD
is sued for the sole reason that it was once a division of the
Debtors' and as a conduit for liability, which, if it exists at
all, would exist with the Debtors, and not with DD, which has not
manufactured, sold, or distributed products with asbestos-
containing components.

Detroit Diesel was founded in 1938 as the Detroit Diesel Division
of General Motors Corporation.  In 1988, GM sold certain assets of
the Detroit Diesel Division to DD, a joint venture between GM and
Penske Corporation.  As part of a "sales agreement" between GM and
DD, Mr. Conway says, GM agreed to assume all liabilities and to
indemnify and hold harmless Detroit Diesel and its successors for
any products manufactured, distributed or sold prior to January 1,
1988, by GM's Detroit Diesel Division.

                         About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as 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).  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.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GENERAL MOTORS: Old GM Wants Jan. 27 Extension for Ch. 11 Plan
--------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the Petition Date during which a debtor
has the exclusive right to file a Chapter 11 plan.  Section
1121(c)(3) provides that if a debtor files a plan within the 120-
day Exclusive Filing Period, it has a period of 180 days after the
Petition Date to obtain acceptances of that plan, during which
time competing plans may not be filed.  However, where the initial
120- and 180-day Exclusive Periods provided for in the Bankruptcy
Code prove to be an unrealistic time frame, Section 1121(d) allows
the bankruptcy court to extend a debtor's Exclusive Periods for
cause.

In this regard, Motors Liquidation Company and its debtor-
affiliates ask Judge Robert E. Gerber of the United States
Bankruptcy Court for the Southern District of New York to extend:

  (1) the Exclusive Plan Filing Period through and including
      January 27, 2010; and

  (2) the Exclusive Solicitation Period through and including
      March 29, 2010.

The Debtors' Exclusive Filing Period is currently set to expire on
September 29, 2009, and the Exclusive Solicitation Period on
November 28.

According to Harvey R. Miller, Esq., at Weil, Gotshal & Manges
LLP, in New York, the Debtors have made substantial progress in
their Chapter 11 cases.  In only three months, the Debtors have:

  -- completed the sale of substantially all their assets
     pursuant to Section 363 of the Bankruptcy Code to NGMCO,
     Inc., a U.S. Treasury-sponsored purchaser, which
     Transaction resulted in substantial recoveries to the
     estates and preservation of employment for 235,000
     employees;

  -- negotiated and executed an agreement with the Debtors'
     largest secured creditor, the U.S. Treasury, to provide the
     Debtors with a postpetition Wind-Down Credit Facility of
     $1.175 billion, which proceeds are to be used by the
     Debtors to wind down their affairs;

  -- retained dozens of professionals to assist in the
     administration of the estates, including the professionals
     at AlixPartners, who have taken the lead in compiling
     information related to the Debtors' business and
     administering the estates, local and foreign counsel, as
     well as investment banking and accounting professionals;

  -- analyzed more than 700,000 contracts, and, filed omnibus
     motions to reject more than 250 executory contracts and
     unexpired leases of nonresidential real property;

  -- conducted a comprehensive, objective, and quantitative
     evaluation of each of the Debtors' 6,000 dealerships,
     negotiated with each of them, and rejected approximately 38
     dealerships in total;

  -- established global procedures for asset sales;

  -- filed a request to establish a bar date for the filing of
     claims; and

  -- responded to countless inquiries related to the status of
     The Chapter 11 cases and specific contract counterparty
     demands.

Despite the substantial progress achieved by the Debtors, an
extension of the Exclusive Periods is customary, as well as
essential, in the context of their Chapter 11 cases, which are
"among the largest and most complex ever filed in the United
States," according to Mr. Miller.

Mr. Miller specifies that while the interests of economic
stakeholders have been enhanced through the Sec. 363 Transaction,
the Debtors continue to work on substantial post-closing
contingencies, which inhibit them from filing a confirmable
Chapter 11 plan at this time.

Mr. Miller further relates that the Debtors have approximately
2,500,000 creditors and equity security holders and are parties
more than 700,000 executory contracts.  Thus, with the several
thousands of claims expected be filed in the Debtors' cases, 120
days is simply inadequate to evaluate the universe of assets
belonging to, and claims asserted against, the estates, and
prepare a disclosure statement containing adequate information.

In this regard, any Chapter 11 plan proposed by the Debtors prior
to meaningful analyses of the claims ultimately filed "would be
premature and could actually lead to protracted litigation and a
delay of confirmation of a plan," Mr. Miller contends.

Mr. Miller relates that in connection with their wind-down
efforts, the Debtors have been working closely with their key
constituencies to address the issues critical to developing and
implementing a plan.  Therefore, the Proposed Exclusive Periods
Extensions are not meant to pressure creditors into accepting a
plan they find unacceptable, but to develop and build consensus
for a Chapter 11 plan.

Ultimately, the Extension will allow the Debtors to wind-down
their estates in an orderly, efficient, and cost-effective way,
analyze potential recoveries.  Most importantly, afford the
Debtors a full and fair opportunity to negotiate, propose, and
seek acceptances of a Chapter 11 plan.

The Court will convene a hearing on September 14, 2009, to
consider the Debtors' request.  Objections, if any, must be filed
by September 9.

                         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).  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.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GENERAL MOTORS: U.S. Antitrust Officials OK Delphi Purchase
-----------------------------------------------------------
U.S. antitrust officials approved on September 3, 2009, General
Motors Company's plans to purchase certain assets of Delphi
Corporation, consisting of the global steering business and four
of former Delphi's plants in New York and Indiana, Reuters
reported.

The bankruptcy court overseeing Delphi's Chapter 11 case has
previously approved on July 30, 2009, the new Master Disposition
Agreement entered into between Delphi and GM, among others, which
agreement contemplated the sale of Delphi's assets to GM.  The
bankruptcy court also confirmed Delphi's First Amended Joint Plan
of Reorganization, as modified.

Under the Sale, GM will assume more than $1 billion in Delphi
obligations and waive $2 billion in claims.  GM also plans to
invest $1.75 billion and provide Delphi with loans, the report
adds.

GM is purchasing Delphi's assets hopes to exit bankruptcy at the
end of September 2009, under control of its lenders, which have
agreed to forgive nearly $3.5 billion in debt, according to
Reuters.

                         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).  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.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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/r 215/945-7000)


GENERAL MOTORS: Unlikely to Sell Opel to Magna, CDU Head Says
-------------------------------------------------------------
Andreas Cremer at Bloomberg News, citing Kurt Lauk, head of the
Christian Democratic Union's Economic Council, reports that
General Motors Co. is unlikely to sell Opel to Magna International
Inc. because the U.S. carmaker doesn't want to hand over its
intellectual property to Russia.

"I just can't believe that GM's new board will accept transferring
important know-how to the Russians," Bloomberg quoted Mr. Lauk as
saying, referring to Magna's investment partner OAO Sberbank,
Russia's largest bank.  Mr. Lauk told Bloomberg it would be
"commercially wise" for GM to keep Opel on the basis of a
"restructuring plan".

GM's 13-member board may take a decision on Opel's future at a
two-day meeting in Detroit starting today, Sept. 8.

In a Sept. 4 report Bloomberg News, citing two people familiar
with the situation disclosed the German government-backed trust
created to facilitate a sale Opel plans to meet Sept. 10 to
evaluate an investor decision by the U.S. automaker's new board.

                            Opel Stake

Melissa Akin at Reuters, citing Vedomosti newspaper, reports Oleg
Deripaska's carmaker GAZ, the Russian industrial parter in a
Magna-led bid for Germany's Opel is not interested in an equity
stake in Opel.

Reuters relates Mr. Derispaka told the newspaper in remarks
published on Monday "We can help them set up assembly at our
facility and offer our dealer network for marketing.  There is no
talk of buying a stake."

                        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)


GENERAL MOTORS: Koenigsegg Secures Addt'l Funds for Saab Sale Deal
------------------------------------------------------------------
Andrew Ward at The Financial Times reports that Koenigsegg
Automotive AB has secured additional funding to complete its
acquisition of Saab Automobile from General Motors Co.

According to the FT, officials at Saab and the Swedish government
said Koenigsegg planned to announce a new financial plan in coming
days that would plug the roughly EUR300 million shortfall, without
needing further government aid.

"The remaining part of the financing problem has been solved," the
FT quoted a Saab spokesman as saying.

The FT recalls Koenigsegg finalized terms with GM last month but
warned that financing was not fully secured.  The FT relates a
request from Christian von Koenigsegg, the company's founder, for
an additional government loan was rejected by Sweden's
center-right administration.   The FT notes even without further
aid, the acquisition is still dependent on a EUR400 million-EUR500
million loan from the EU-backed European Investment Bank,
guaranteed by Sweden.

                       Creditor Protection

The Troubled Company Reporter Europe, citing Bloomberg News,
reported on Feb. 23, 2009, Saab filed for protection from
creditors after parent GM said it will cut ties with the Swedish
carmaker following two decades of losses.  The Trollhaettan,
Sweden-based company filed for reorganization with a Swedish
district court to separate itself from GM and bring resources back
to Sweden.

On June 25, 2009, Troubled Company Reporter, citing The Wall
Street Journal, reported creditors of Saab approved the
automakers' proposal for settling its debts by paying a quarter of
what it originally owed.  Saab proposed to settle its debts by
paying 25% of about US$1.34 billion it owed to more than 600
creditors, including auto suppliers and the Swedish government.
The vast majority of the debt, almost SEK10 billion, was owed to
GM.

                      About Saab Automobile

Saab Automobile AB -- http://www.saab.com-- is a wholly owned
subsidiary of General Motors.  With an annual production of up to
126,000 cars, Saab's current models include the 9-3 (available as
a convertible or sport sedan), the luxury 9-5 sedan (also
available in a sport wagon), and the seven-passenger 9-7X SUV.

                      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)


GENERAL MOTORS: Opel Trustees to Meet Sept. 10 on GM Decision
-------------------------------------------------------------
The German government-backed trust created to facilitate a sale of
General Motors Co.'s Opel unit plans to meet Sept. 10, signaling
GM will have likely made a decision on Opel's future by then,
Bloomberg News reported, citing a person familiar with the
situation.  The trustees, including two representatives from GM
and two from Germany as well as a non-voting chairman, will
evaluate any proposal by the U.S. automaker's new board, which is
scheduled to meet Sept. 8 and 9 in Detroit, said the person.

Meanwhile, General Motors's continued reluctance to sell its Opel
and Vauxhall units in Europe to Magna International, Inc, have
"angered" German leaders and labor unions, Reuters reported.

Senior labor leader Klaus Franz threatened GM that Opel workers
may take back its commitment to reduce some $1.2 billion in costs
"if we should return to 100 percent control under GM," the report
said.  Some 100,000 people in Germany are estimated to have jobs
that depend on Opel, according to the report.

Should GM's board of directors, who are set to meet on
September 8, 2009, vote to keep Opel, "then we will demand back
our bridge financing of 1.5 billion euros," Volker Kauder, leader
of Chancellor Angela Merkel's conservative parliamentary faction
in the Bundestag, was quoted as telling German business daily
Handelsblatt.

GM Europe President Carl-Peter Forster had told Germany's Die Welt
that Magna has "the greatest probability" of becoming Opel's
future owner, "since all prerequisites are fulfilled, the
contracts have been negotiated to their conclusion, and the
financing is there," according to the report.  Magna had requested
Mr. Forster to stay on to run Opel should it win the deal, unnamed
sources told Reuters.

GM advisers have reportedly looked into tapping other European
countries to provide GM with financing should it retain ownership
of the Opel division.  Under this scenario, GM particularly
expected the UK, Spain and Poland to offer EUR1 billion, reported
The Wall Street Journal.  Persons familiar with the matter told
Reuters, though, that "no direct overtures have been made."

Ferdinand Dudenhoeffer, head of the Center for Automotive Research
at the University of Duisburg-Essen, opined that in considering
other sources of financing under retained ownership of Opel, GM
"wants to sideline and demoralize the German government by playing
the various Opel countries in Europe against each other," Reuters
reported.

"Only talks with (President Barack) Obama offer a chance.
Everything else is condemned to fail.  Everything else would make
the chancellor and her economy minister regrettable losers," Mr.
Dudenhoeffer wrote in an e-mail to the media, according to the
report.

The European Union said that rules forbidding member countries to
offer aid to companies conditional on keeping local plants open
would also apply if GM were to receive aid from the U.K., Spain
and Poland to restructure its Opel division, according to the
Journal.

GM had previously denied any interest in keeping Opel. Fred Irwin,
the chairman of the German government-backed Opel
Trust, said that the Company is negotiating with the German
government toward a "commercially reasonable solution."

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as 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).  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.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GENTA INCORPORATED: Re-Issues Financial Statements
--------------------------------------------------
Genta Incorporated re-issued its historical consolidated financial
statements included in its Annual Report on Form 10-K for the
years ended December 31, 2008, 2007, and 2006 as amended, as filed
with the Securities and Exchange Commission on February 13, 2009,
and as amended on April 6, 2009, to show the effects of the
subsequent reverse stock split at a ratio of one for 50 shares
implemented by the Company on June 26, 2009.

A full-text copy of Selected Consolidated Financial Data is
available at no charge at http://ResearchArchives.com/t/s?443b

A full-text copy of Management's Discussion and Analysis of
Financial Condition and Results of Operations (with respect
to the Results of Operations for the years ended December 31,
2006 through 2008) is available at no charge at:

              http://ResearchArchives.com/t/s?443c

A full-text copy of Financial Statements and Supplementary Data is
available at no charge at http://ResearchArchives.com/t/s?443d

The Company also has filed a registration statement on Form S-8
with the Securities and Exchange Commission to register 83,478,929
shares of common stock -- par value $0.001 per share, at $0.38 per
share -- that may be granted under the Genta Incorporated 2009
Stock Incentive Plan.  The proposed maximum aggregate offering
price is $31,721,993.

A full-text copy of the Form S-8 filing is available at no charge
at http://ResearchArchives.com/t/s?443e

A full-text copy of the 2009 Stock Incentive Plan is available at
no charge at http://ResearchArchives.com/t/s?443f

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

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

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

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

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

     -- attempt to sell the Company;

     -- cease operations; or

     -- declare bankruptcy.

                     About Genta Incorporated

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


GKC INVESTMENTS: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: GKC Investments, Inc.
        3960 West Ann Road, Bldg. 9
        North Las Vegas, NV 89031

Bankruptcy Case No.: 09-26637

Chapter 11 Petition Date: September 4, 2009

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

Judge: Mike K. Nakagawa

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

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

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

According to the schedules, the Company has assets of at least
$900,000, and total debts of $1,599,710.

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/nvb09-26637.pdf

The petition was signed by Gregory K. Cahoon, president of the
Company.


GUIDED THERAPEUTICS: Raises $3.5MM by Issuing More 13% Notes
------------------------------------------------------------
Guided Therapeutics, Inc., on August 31, 2009, issued additional
13% Senior Secured Convertible Notes of the Company in the
aggregate principal amount of roughly $3.5 million.  The New Notes
were issued pursuant to the Company's existing Amended and
Restated Loan Agreement, dated March 1, 2007.  The New Notes were
principally sold to certain existing security holders of the
Company.

Prior to the issuance of the New Notes, there were roughly
$4.5 million in aggregate principal amount of 13% Senior Secured
Convertible Notes outstanding, which were issued previously
pursuant to the 2007 Loan Agreement.  Accrued interest on the
Existing 2007 Notes as of August 31, 2009, was roughly
$1.5 million.

The Senior Notes mature on March 1, 2010.   Prior to any event of
default, interest accrues on the Senior Notes at 13% per annum,
and is due at maturity.  The Senior Notes are senior secured
obligations of the Company and are secured by (a) a first in
priority lien on all of the Company's assets; (b) a guaranty by
the Company's wholly owned subsidiary, InterScan Inc.; (c) a lien
on all of InterScan's assets; and (d) a pledge on all issued and
outstanding stock of InterScan and another (inactive) wholly owned
subsidiary of the Company.

The New Notes are convertible, subject to certain adjustments,
into roughly 5.4 million shares of the Company's Common Stock.
The Existing 2007 Notes are convertible, subject to certain
adjustments, into roughly 9.1 million shares of Common Stock.  The
principal amount and all accrued but unpaid interest of each
Senior Note is convertible at the election of the holder thereof.
In addition, the Senior Notes are automatically convertible into
shares of Common Stock should the average trading price for Common
Stock for a period of at least 30 consecutive days exceed $1.30
per share, or should the Company issue and sell $5 million or more
of new preferred stock of the Company meeting certain specified
criteria.

In accordance with the terms of the 2007 Loan Agreement, the
Company issued to each purchaser of a New Note a warrant to
purchase the number of shares of Common Stock into which such
purchaser's New Note is initially convertible.  Each New Warrant
is immediately exercisable, at an exercise price, subject to
certain adjustments, of $0.78 per share of Common Stock, and
expires on March 1, 2012.  The New Warrants are exercisable for an
aggregate of roughly 5.4 million shares of Common Stock.  Warrants
having the same terms as the New Warrants, exercisable for an
aggregate of roughly 9.1 million shares of Common Stock, were
issued in 2007 in conjunction with the issuance of the Existing
2007 Notes.

The proceeds from the sale of the New Notes were used to retire by
repurchase all of the Company's 15% Subordinated Secured
Convertible Notes, issued pursuant to its Note Purchase Agreement
dated December 1, 2008.  This purchase, by agreement with the
holders of the 2008 Notes, was effected at a 15% discount for all
outstanding sums owed, both principal and interest, and thus the
Company expended roughly $2.2 million to retire the roughly
$2.3 million of original principal amount of 2008 Notes, and
roughly $263,000 of accrued but unpaid interest thereon.  Warrants
to purchase roughly 12.6 million shares of Common Stock, issued in
conjunction with the original sale of the 2008 Notes, remain
outstanding.  These warrants, subject to certain adjustments,
permit holders to purchase shares at a price of $0.65 per share
and expire December 1, 2014.

Proceeds from the sale of the New Notes were also used to retire,
at par, loans made to the Company in 2009, including advances
supporting the Company's recent working capital needs made in
anticipation of this financing, having an aggregate principal
amount of roughly $1.3 million, and accrued but unpaid interest of
roughly $21,000.  The remaining proceeds from the sale of the New
Notes will be used for general working capital purposes.

                     Q1 and Q2 Financial Reports

On August 18, 2009, the Company filed with the Securities and
Exchange Commission its financial reports on Form 10-Q:

     -- for the quarterly period ended June 30, 2009

        See http://ResearchArchives.com/t/s?4441

     -- for the quarterly period ended March 31, 2009

        See http://ResearchArchives.com/t/s?4442

The Company posted wider net loss of $1,386,000 for the three
months ended June 30, 2009, from a net loss of $1,204,000 for the
same quarter a year ago.  The Company posted a net loss of
$2,699,000 for the six months ended June 30, 2009, from a net loss
of $1,987,000 for the same period a year ago.

The Company posted a net loss of $1,313,000 for the three months
ended March 31, 2009, from a net loss of $783,000 for the same
period a year ago.

As of June 30, 2009, the Company had $870,000 in total assets and
$10,866,000 in total liabilities, resulting in total capital
deficit of $9,996,000.

As of June 30, 2009, the Company's current liabilities exceeded
current assets by roughly $5,400,000 and it had a capital deficit
due principally to its recurring losses from operations.  As of
June 30, 2009, the Company was past due on payments due under its
Convertible Notes payable in the amount of roughly $635,000 and
under a 90-day 17% convertible, unsecured note payable in the
amount of $50,000.  In December 2008, the Company issued
$2,300,000 in 2008 Convertible Notes.  Of this amount, $1,300,000
represents existing loans that were converted into 2008
Convertible Notes.  During 2009 the Company has issued additional
short term notes to fund operations.

                         Bankruptcy Warning

The Company said if sufficient capital cannot be raised at some
point in the third quarter of 2009, it might be required to enter
into unfavorable agreements or, if that is not possible, be unable
to continue operations, and to the extent practicable, liquidate
or file for bankruptcy protection.  The Company said this effort
is on-going.  These factors raise substantial doubts about the
Company's ability to continue as a going concern, it said.

The Company also noted if funds are not obtained, it will have to
curtail its operations and attempt to operate by only pursuing
activities for which it has external financial support, such as
under the Konica Minolta Optical, Inc. development agreement and
additional National Cancer Institute or other grant funding.
However, there can be no assurance that such external financial
support will be sufficient to maintain even limited operations or
that the Company will be able to raise additional funds on
acceptable terms, or at all.

The Company has been seeking a new strategic partner and on
April 30, 2009, signed a one-year exclusive negotiation and
development agreement of optimization of its microporation system
for manufacturing, regulatory approval, commercialization and
clinical utility with KMOT.  The exclusive negotiation agreement
will expire on April 29, 2010; however, it can be renewed for an
additional year by consent between KMOT and the Company.  The
Company paid a $500,000 fee in this regard, with the balance of
$250,000 payable by November 1, 2009.  This agreement resulted in
significant revenue for the Company a portion of which is deferred
over the life of the contract.  Currently, the Company is working
on extending the agreement for an additional year and considering
a long-term agreement with KMOT.

Guided Therapeutics, Inc., is a medical technology company focused
on developing innovative medical devices that have the potential
to improve health care.  The Company is currently focused on
completing the development of cervical cancer detection device.


HAIGHTS CROSS: Moody's Changes Default Rating to 'Ca/LD'
--------------------------------------------------------
Moody's Investors Service has changed Haights Cross Communications
Inc. Probability of Default rating to Ca/LD, from Ca, following
expiration of the 30-day grace period under the indenture
governing the company's senior debt, the August interest payment
for which was not made in accordance with the scheduled terms
thereunder.

Details of the rating action are:

Rating changed:

Haights Cross Communications, Inc.:

* Probability of Default rating -- to Ca/LD from Ca

Ratings unchanged:

Haights Cross Communications, Inc.:

* Corporate Family rating - Ca
* 12.50% Senior Discount Notes -- C, LGD5, 86%

Haights Cross Operating Company:

* 11.75% Senior Unsecured Notes -- Ca, LGD3, 48%

Moody's does not rate Haights Cross' $108 million senior secured
term loan.

The rating outlook remains negative given Moody's expectation that
the limited default will likely transition into a full-scale
default and subsequent restructuring of all of the company's debt
obligations, although effectively only the Probability of Default
Rating is subject to further downward revision in such a scenario
as the Corporate Family Rating and specific senior unsecured debt
instrument ratings had already been set to ultimate expected loss
levels when the last rating action was taken.

Moody's believes that the effective default of the 12.50% senior
discount notes also triggers a cross default provision under the
company's 11.75% senior note indenture.  Accordingly, both of the
company's rated senior notes are currently deemed to be in
default, even if a default event has not yet been declared by the
company and/or an acceleration of the debt has not yet been
undertaken by investors.

Haights Cross' Ca Corporate Family rating continues to reflect the
company's weak liquidity profile, its heavy debt burden,
persistently high default risk, and weak market conditions in the
K-12 education and library markets.

Moody's last rating action occurred on June 12, 2009 when Haights
Cross' CFR and PDR were each lowered to Ca from Caa3.

Haights Cross' 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 the competitive position of the company
versus others in its industry, ii) the capital structure and the
financial risk of the company, iii) the projected financial and
operating performance of the company over the near-to-intermediate
term, and iv) management's track record and tolerance of risk.
These attributes were compared against other issuers both within
and outside of Haights Cross' core industry and Haights Cross'
ratings are believed to be comparable to those of other issuers of
similar credit risk.

Headquartered in White Plains, New York Haights Cross develops and
publishes print and audio products for the K-12 education and
library markets.  The company recorded approximately $158 million
in revenue for the twelve month period ended June 30, 2009.


HAMPSHIRE GROUP: Jeffrey Meier Retires as VP of Global Sourcing
---------------------------------------------------------------
Jeffrey Meier, Hampshire Group Limited's Senior Vice President of
Global Sourcing, has retired effective September 1, 2009.  In lieu
of replacing Mr. Meier, his responsibilities will be divided among
the senior management team.

As reported by the Troubled Company Reporter on August 12, 2009,
Hampshire Group completed an amendment and restatement of its
$125.0 million Amended and Restated Credit Agreement and Guaranty
with HSBC Bank USA, National Association, other financial
institutions as bank parties, and HSBC, as Letter of Credit
Issuing Bank and as Agent for the Banks.  Under the amended terms
and conditions, the Credit Facility that was set to expire in
April 2013 was reduced to $48 million and now expires in June
2011.  The reduction in size reflects the Company's current
business needs and the success it has had in convincing its
vendors to accept open terms rather than requiring letters of
credit.

The Amended and Restated Credit Agreement included certain
financial and other covenants, including a covenant that Hampshire
maintain a fixed charge ratio of consolidated earnings before
interest, taxes, depreciation, and amortization of not less than
1.25 to 1.0 of certain fixed charges on the last day of each
fiscal quarter on a rolling four quarter basis.  Based on its 2008
results, Hampshire determined on March 13, 2009, it was not in
compliance with the Credit Facility's consolidated fixed charge
ratio covenant and thus could not borrow or issue letters of
credit under the Credit Facility.

On August 7, 2009, Hampshire amended the Credit Facility with the
Banks to reduce and convert the facility to a $48.0 million asset
based revolving credit facility including trade letters of credit
with a $10.0 million sub-limit for standby letters of credit.  The
reduction in size reflects Hampshire's current business needs and
the success Hampshire has had in convincing vendors to accept open
terms rather than requiring letters of credit.  The financial
covenants have been adjusted to provide Hampshire with greater
flexibility in the operation of its businesses.  Hampshire
believes fees and interest rates under the facility increased to
current market rates, although much of this increase will be
offset by the reduction in the size of the facility.

The Amended Facility expires on June 30, 2011, and is secured by
substantially all assets of the Company.  Borrowings under the
Amended Facility are limited by the lesser of $48.0 million or a
formula which considers cash, accounts receivable and inventory.
Interest rates under the Amended Facility vary with the prime rate
or LIBOR.

The Amended Facility includes certain covenants which include
minimum earnings before interest, taxes, depreciation and
amortization (net of certain charges), maximum capital
expenditures, minimum availability, minimum liquidity, letters of
credit tied to booked orders, and limitations on when direct debt
is permitted.  Hampshire expects to be in compliance with the
covenants for the next 12 months, though there can be no assurance
as compliance is dependent on future operating performance.  The
cash collateral and other requirements of the letter agreements
were fully rescinded and replaced by terms and conditions in the
Amended Facility.  The Amended Facility has other customary
provisions for periodic reporting, monitoring, and fees.

              Restructuring and Cost Reduction Plans

During July 2009, the Company initiated the final phase of its
2009 restructuring plan, which included executive level
organizational changes and the consolidation of its Asian
operations.  As a result of this consolidation, the Company will
reduce its global workforce by an additional 29%, bringing total
2009 personnel reductions to approximately 50% of first quarter
2009 staffing levels.

                       About Hampshire Group

Hampshire Group, Limited (Pink Sheets: HAMP.PK) is a U.S. provider
of women's and men's sweaters, wovens and knits, and a designer
and marketer of branded apparel.  Its customers include leading
retailers such as JC Penney, Kohl's, Macy's, Belk's and Dillard's,
for whom it provides trend-right, branded apparel.  Hampshire's
owned brands include Spring+Mercer(R), its "better" apparel line,
Designers Originals(R), Hampshire's first brand and still a top-
seller in department stores, as well as Mercer Street Studio(R),
Requirements(R), and RQT(R).  Hampshire also licenses the Geoffrey
Beene(R) and Dockers(R) labels for men's sweaters, both of which
are market leaders in their categories, and licenses JOE Joseph
Abboud(R) for men's tops and bottoms and Alexander Julian
Colours(R) for men's tops.


HRH CONSTRUCTION LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: HRH Construction LLC
        50 Main Street
        White Plains, NY 10601

Case No.: 09-23665

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
HRH Construction of New Jersey, LLC                09-23666

Chapter 11 Petition Date: September 6, 2009

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Debtor's Counsel: Frederick E. Schmidt, Esq.
                  Herrick, Feinstein LLP
                  2 Park Avenue
                  New York, NY 10016
                  Tel: (212) 592-5941
                  Fax: (212) 592-1500
                  Email: eschmidt@herrick.com

                  Hanh V. Huynh, Esq.
                  Herrick, Feinstein LLP
                  2 Park Avenue
                  New York, NY 10016
                  Tel: (212) 592-1482
                  Fax: (212) 592-1500
                  Email: hhuynh@herrick.com

                  Joshua Joseph Angel, Esq.
                  Herrick, Feinstein LLP
                  2 Park Avenue
                  New York, NY 10016
                  Tel: (212) 592-5912
                  Fax: (212) 592-1500
                  Email: jangel@herrick.com

                  Seth F. Kornbluth, Esq.
                  Herrick, Feinstein LLP
                  2 Park Avenue
                  New York, NY 10016
                  Tel: (212) 592-5988
                  Fax: (212) 592-1500
                  Email: skornbluth@herrick.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

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


IA GLOBAL: March 31 Balance Sheet Upside-Down by $6.27 Million
--------------------------------------------------------------
IA Global, Inc.'s balance sheet at March 31, 2009, showed total
assets of $24.86 million and total liabilities of $31.13 million,
resulting in a stockholders' deficit of $6.27 million.

For the year ended March 31, 2009, the Company posted a net loss
of $20.24 million compared with a net loss of $7.05 million in
2008.

The Company related that on July 17, 2009, ArqueMax Ventures, LLC,
an entity controlled by Michael Ning, a shareholder and the
chairman of Taicom, notified the Company that it was in default of
the June 8, 2009 Services Agreement and as a result did not fund
the $60,000 due June 30, 2009, July 15, 2009, and July 31, 2009.
However, AMV was late in funding as required by the June 8, 2009
agreement.  The Company said that AMV could claim ownership of the
Company's Taicom shares which would result in a loss on equity
investment of $3.31 million.  Based on the $120,000 in funding
under this agreement, the Company may be required to issue
4,000,000 shares.  The parties are negotiating over the agreement.

                        Going Concern Doubt

On Sept. 2, 2009, Sherb & Co., LLP in New York City expressed
substantial doubt about IA Global, Inc.'s ability to continue as a
going concern after auditing the Company's financial statements
for fiscal years ended March 31, 2009, and 2008.  The auditor
noted that the Company incurred significant operating losses, and
has a working capital deficit as of March 31, 2009.  In addition,
in connection with loans that the Company's fully owned
subsidiary, Global Hotline, Inc., entered into, the equity shares
of this subsidiary currently held by the lender of these loans is
being challenged by IA Global, Inc.  If these shares should not be
successfully recovered, the Company's claim of ownership in this
subsidiary may be limited.

A full-text copy of thne Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?442a

IA Global, Inc. (AMEX:IAO) is a business process outsourcing and
financial services company targeting the business to business and
business to consumer markets in the Asia Region, the United States
and Australia. The Company is seeking to expand its investments in
the BPO, B2B and financial services sectors.  In Japan, IA Global
is 100% owner of Global Hotline, Inc., a BPO company, operating
several call centers providing primarily outbound telemarketing
services for telecommunications and insurance products.  In the
Philippines, IA Global is the 100% owner of Global Hotline
Philippines Inc., a BPO company providing inbound and outbound
telemarketing services, and collocation facilities to a variety of
industries.  In the Asia region, the Company has equity
investments of 20.25% in Slate Consulting Co Ltd (Slate), 36% in
Australian Secured Financial Limited and 16% in Taicom Securities
Co. Ltd.


IMPERIAL INDUSTRIES: Restates June 30, 2009 Balance Sheet
---------------------------------------------------------
Imperial Industries, Inc., on August 31, 2009, concluded that the
unaudited consolidated balance sheet as of June 30, 2009, as
contained in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2009, and the amendment No. 1 to
Form 10-Q for the quarterly period ended June 30, 2009, should no
longer be relied upon because of errors in the financial
statements.

The unaudited consolidated balance sheet as of June 30, 2009
contained in the Original Form 10-Q had classified certain of the
Company's liabilities as long-term liabilities related to assets
held for sale which should have been classified as current
liabilities related to assets held for sale.  In addition, the
note payable line of credit balance was classified as a separate
component of current liabilities and should have been classified
within current liabilities related to assets held for sale.  The
consolidated balance sheet as of December 31, 2008, was also
reclassified to conform to the presentation of the Note payable-
line of credit balance within liabilities related to assets
held for sale in the unaudited consolidated balance sheet as of
June 30, 2009.

The Company filed Amendment No. 2 to Form 10-Q reflecting the
reclassification adjustments, modifying Item 4-Controls and
Procedures, revising the signature page, re-filing the
certifications, updating Note 23 and inclusion of a second
amendment to the forbearance agreement dated August 28, 2009.

As of June 30, 2009, as restated, the Company had $13,782,000 in
total assets, including $9,185,000 in total current assets;
against $10,777,000 in total liabilities, including $9,637,000 in
total current liabilities, resulting in $3,005,000 in
stockholders' equity.

A full-text copy of Amendment No. 2 is available at no charge at:

               http://ResearchArchives.com/t/s?442d

The Company's audit committee discussed these matters with the
Company's independent accountant.

Effective August 28, 2009, Imperial Industries as guarantor; and
its principal subsidiaries Premix-Marbletite Manufacturing Co.,
DFH, Inc., and Just-Rite Supply, Inc.; Michael Phelan, as assignee
for Assignment for the Benefit of the Creditors of Just-Rite; and
Wachovia Bank, N.A., executed a Second Amendment to Forbearance
Agreement, an amendment to the Company's Consolidating, Amended
and Restated Financing Agreement dated as of January 28, 2000.
The Lender agreed to extend the Line of Credit from August 31 to
September 30, 2009.

On July 9, 2009, and thereafter, the Lender orally advised the
Company and the Assignee that they were not in compliance with the
borrowing formulas and certain reporting requirements under the
Forbearance Agreement and continued funding the Line of Credit in
accordance with the terms of the Forbearance Agreement.  The
Lender thereafter required the Company to enter into the First
Amendment to the Forbearance Amendment as of August 7, 2009, which
was further amended by Second Amendment.

The Company has said there can be no assurance it will be in
compliance with the terms of its amended credit facility upon
termination of the Forbearance Agreement, or obtain continued
forbearance and funding from the Lender on terms acceptable to the
Company, or that such financing will be available at all at the
end of the Forbearance period.

Pompano Beach, Florida-based Imperial Industries, Inc. --
http://www.imperialindustries.com/-- a building products company,
sells products throughout the Southeastern United States with
facilities in the State of Florida.  The Company is engaged in the
manufacturing and distribution of stucco, plaster and roofing
products to building materials dealers, contractors and others
through its subsidiary, Premix-Marbletite Manufacturing Co.


INTEGRAL VISION: Marxe and Greenhouse Disclose 18% Equity Stake
---------------------------------------------------------------
Austin W. Marxe and David M. Greenhouse disclosed that they
beneficially own a total of 1,048,449 shares of Integral Vision
Inc. Common Stock and 5,450,000 Warrants to purchase Common Stock.

Messrs. Marxe and Greenhouse beneficially own 18.0% of the shares
outstanding.

Specifically, they share sole voting and investment power over:

     * 738,608 shares of Common Stock and 1,031,081 Warrants owned
       by Special Situations Cayman Fund, L.P.,

     * 0 shares of Common Stock and 2,209,459 Warrants owned by
       Special Situations Private Equity Fund, L.P.,

     * 0 shares of Common Stock and 309,325 Warrants owned by
       Special Situations Technology Fund, L.P.,

     * 0 shares of Common Stock and 1,900,135 Warrants owned by
       Special Situations Technology Fund II, L.P. and

     * 309,841 shares of Common Stock are owned by Special
       Situations Fund III QP, L.P.

Cayman owns 5.6% of the outstanding shares, SSPE owns 6.7% of the
outstanding shares, Technology owns 1.0% of the outstanding
shares, Tech 2 owns 5.8% of the outstanding shares and SSFQP owns
1.0% of the outstanding shares.

Messrs. Marxe and Greenhouse are the controlling principals of AWM
Investment Company, Inc., the general partner of and investment
adviser to Special Situations Cayman Fund, L.P.  AWM also serves
as the general partner of MGP Advisers Limited Partnership, the
general partner of Special Situations Fund III QP, L.P.

Messrs. Marxe and Greenhouse are also members of MG Advisers
L.L.C., the general partner of Special Situations Private Equity
Fund, L.P., and members of SST Advisers, L.L.C., the general
partner of Special Situations Technology Fund, L.P., and the
Special Situations Technology Fund II, L.P.  AWM serves as the
investment adviser to SSFQP, SSPE, Tech, and Tech II.

Integral Vision, Inc., develops, manufactures and markets flat
panel display inspection systems to ensure product quality in the
display manufacturing process.


INTEGRAL VISION: Needs Funds in Q3 2009 to Meet Note Payments
-------------------------------------------------------------
"We are currently working with a number of large customers who are
using our technologies to evaluate their microdisplay production
or are evaluating our technology for the inspection of LCD
displays and components," Integral Vision, Inc., said in a
regulatory filing with the Securities and Exchange Commission.
"We expect that additional sales orders will be placed by these
customers throughout 2009 and into 2010, provided that markets for
these products continue to grow and the customers continue to have
interest in our technology-assisted inspection systems.
Ultimately, our ability to continue as a going concern will be
dependent on these large companies getting their emerging display
technology products into high volume production and placing sales
orders with us for inspection products to support that production.
However, there can be no assurance that we will be successful in
securing sales orders sufficient to continue operating as a going
concern," the Company said.

"From November 2006 through June 30, 2009, we have used $6,545,666
of Class 2 and Class 3 Notes to fund operations.  $4,050,666 of
these are Class 3 Notes which mature on July 1, 2010.  The
remaining $2,495,112 are Class 2 Notes of which $857,500 were
scheduled to mature on July 1, 2009; $100,000 were scheduled to
mature on July 3, 2009; $718,500 mature on October 1, 2009, and
$819,112 mature on December 31, 2009.  We will need to raise
additional funds in the third quarter of 2009 to pay these notes
as they mature or negotiate the extension of their due dates," the
Company said.

"Taking into account existing and anticipated orders, we expect
that we may need to raise an additional $600,000 to fund
operations through the third quarter of 2009.  If the anticipated
orders do not materialize as expected, we will need to raise
additional capital in the fourth quarter and early in 2010 to fund
operations through the second quarter of 2010."

The Company posted a net loss of $755,000 for the three months
ended June 30, 2009, from a net loss of $649,000 for the same
period a year ago.  The Company posted a net loss of $1,282,000
for the six months ended June 30, 2009, from a net loss of
$1,495,000 for the same period a year ago.

As of June 30, 2009, the Company had $920,000 in total assets and
$8,017,000 in total liabilities, resulting in $7,097,000 in
stockholders' deficit.

As of December 31, 2008, the Company had $1,037,000 in total
assets and $7,121,000 in total liabilities, resulting in
$6,084,000 in stockholders' deficit.

The Company incurred losses in the first six months of 2009 and
2008 of $1,282,000 and $1,495,000 respectively.  Additionally, it
incurred losses from operations in the years of 2008 and 2007 of
$11.0 million and $3.0 million respectively.  The continuing
losses raise substantial doubt about the Company's ability to
continue operating as a going concern, it said.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4444

The Company's independent auditors included a "going concern"
uncertainty in their audit report on the Company's audited
financial statements for the years ended December 31, 2008, and
2007.

Integral Vision, Inc., develops, manufactures and markets flat
panel display inspection systems to ensure product quality in the
display manufacturing process.


JAMES JOHN VLAHOS: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: James John Vlahos
        50 Platt Avene
        Sausalito, CA 94965

Bankruptcy Case No.: 09-12890

Chapter 11 Petition Date: September 4, 2009

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Mark J. Romeo, Esq.
                  Law Offices of Mark J. Romeo
                  130 Sutter St. 7th Fl.
                  San Francisco, CA 94104
                  Tel: (415) 495-2152
                  Email: romeolaw@msn.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 14 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/canb09-12890.pdf

The petition was signed by Mr. Vlahos.


JAMES PENTA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Joint Debtors: James A. Penta, Sr.
               Gloria B. Penta
               39 Pleasant View Ave.
               Greenville, RI 02828

Bankruptcy Case No.: 09-13481

Chapter 11 Petition Date: September 4, 2009

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Judge: Arthur N. Votolato

Debtors' Counsel: Russell D. Raskin, Esq.
                  Raskin & Berman
                  116 East Manning Street
                  Providence, RI 02906
                  Tel: (401) 421-1363
                  Email: mail@raskinberman.com

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

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

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


JOSEPH ROSILEZ: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Joseph Paul Rosilez
               Whitney Leigh Rosilez
               4540 East Highway 46
               Paso Robles, CA 93446

Bankruptcy Case No.: 09-13612

Chapter 11 Petition Date: September 4, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtors' Counsel: Franklyn S. Michaelson, Esq.
                  7 W Figueroa Street 2nd Fl
                  Santa Barbara, CA 93101-3191
                  Tel: (805) 965-1011
                  Email: kim@msmlaw.com

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

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

According to the schedules, the Company has assets of at least
$5,267,055, and total debts of $3,782,066.

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/cacb09-13612.pdf

The petition was signed by the Joint Debtors.


JOSHUA HEDLUND: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Joshua L. Hedlund
        102 Hillcrest Terrace
        Santa Cruz, CA 95060

Bankruptcy Case No.: 09-57539

Chapter 11 Petition Date: September 4, 2009

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

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Judson T. Farley, Esq.
                  Law Offices of Judson T. Farley
                  830 Bay Ave. #B
                  Capitola, CA 95010-2173
                  Tel: (831) 476-1766
                  Email: judsonfarley@sbcglobal.net

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

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

A full-text copy of Mr. Hedlund's petition, including a list of
his 5 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/canb09-57539.pdf

The petition was signed by Mr. Hedlund.


KB TOYS: Toys "R" Us Acquires Brand for $2.1 Million
----------------------------------------------------
Toys "R" Us said that it acquired at a bankruptcy auction KB Toys
Inc.'s trademarks and intellectual property, including the Web
site KBToys.com, for $2.1 million, James Covert at New York Post
reports.

According to NY Post, Toys "R" Us hasn't yet decided what to do
with KB Toys.

Citing Needham & Co. analyst Sean McGowan, NY Post relates that
noting that KB Toys had run its Web site partly as a venue for
closeouts, Toys "R" Us might do the same.

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com/-- operates 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.


KENNEDY LAW: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Kennedy Law Group has filed for Chapter 11 bankruptcy protection,
listing more than $1 million in debt and assets that are less than
half that amount.

According to court documents, Kennedy Law's creditors include:

     -- Idearc,
     -- Wachovia Bank,
     -- Bank of America, and
     -- three phone book publishers.

Court documents say that Kennedy Law owes Idearc more than
$1 million and Wachovia almost $400,000.

Kennedy Law Group is a local TV legal expert's law firm at 5100 W.
Kennedy Boulevard.  The firm has four lawyers, including president
Thomas Kennedy.  Lawyers for the Kennedy group practice in the
areas of personal injury, malpractice, foreclosure, driving under
the influence, and criminal defense.


KK OF SOUTH FLORIDA: In Default of Certain Credit Agreements
------------------------------------------------------------
Krispy Kreme Doughnuts Inc. disclosed in a regulatory filing that
Krispy Kreme of South Florida, LLC, incurred defaults with respect
to certain credit agreements with its lenders, including
agreements related to KKSF indebtedness guaranteed, in part, by
Krispy Kreme Doughnuts.

In the first quarter of fiscal 2010, KKSF completed a transaction
which resulted in Krispy Kreme Doughnuts's release from a lease
guarantee for which its potential obligation was roughly
$5.5 million, but which increased its guarantee of KKSF debt
obligations by roughly $1.0 million.

Krispy Kreme Doughnuts said current liabilities at August 2, 2009,
and February 1, 2009, include accruals for potential payments
under loan guarantees of roughly $2.7 million related to KKSF.

Krispy Kreme Doughnuts has a 35.3% interest in Krispy Kreme of
South Florida, LLC.


KREMEWORKS LLC: Seeks Covenant Waiver From Lender
-------------------------------------------------
Krispy Kreme Doughnuts Inc. disclosed in a regulatory filing that
Kremeworks, LLC's results of operations and operating cash flow
have declined.  Although Kremeworks has paid all interest, fees
and scheduled amortization of principal due under its bank
indebtedness, it has failed to comply with certain financial
covenants related to such indebtedness, a portion of which
matured, by its terms, in January 2009.

Krispy Kreme Doughnuts disclosed the aggregate amount of the
indebtedness was roughly $7.9 million as of August 2, 2009, of
which roughly $1.6 million is guaranteed by the Company.  Krispy
Kreme Doughnuts said Kremeworks has requested that the lender
waive the loan defaults resulting from the covenant violations and
refinance the maturing indebtedness.  In the event the lender is
unwilling to do so and declares the entire indebtedness
immediately due and payable, the Company could be required to
perform under its guarantee.

Krispy Kreme Doughnuts said Kremeworks could have insufficient
cash flows from its business to service the indebtedness even if
it is refinanced, which might require capital contributions to
Kremeworks by the Company and the majority owner of Kremeworks --
which has guarantees of the Kremeworks indebtedness roughly
proportionate to those of the Company -- for Kremeworks to comply
with the terms of the any new loan agreement.

Krispy Kreme Doughnuts has a 25% interest in Kremeworks.


KRISPY KREME: KKSF in Default of Certain Credit Agreements
----------------------------------------------------------
Krispy Kreme Doughnuts Inc. disclosed in a regulatory filing that
Krispy Kreme of South Florida, LLC, incurred defaults with respect
to certain credit agreements with its lenders, including
agreements related to KKSF indebtedness guaranteed, in part, by
Krispy Kreme Doughnuts.

In the first quarter of fiscal 2010, KKSF completed a transaction
which resulted in Krispy Kreme Doughnuts's release from a lease
guarantee for which its potential obligation was roughly
$5.5 million, but which increased its guarantee of KKSF debt
obligations by roughly $1.0 million.

Krispy Kreme Doughnuts said current liabilities at August 2, 2009,
and February 1, 2009, include accruals for potential payments
under loan guarantees of roughly $2.7 million related to KKSF.

Krispy Kreme Doughnuts has a 35.3% interest in Krispy Kreme of
South Florida, LLC.


KRISPY KREME: Kremeworks Seeks Covenant Waiver From Lender
----------------------------------------------------------
Krispy Kreme Doughnuts Inc. disclosed in a regulatory filing that
Kremeworks, LLC's results of operations and operating cash flow
have declined.  Although Kremeworks has paid all interest, fees
and scheduled amortization of principal due under its bank
indebtedness, it has failed to comply with certain financial
covenants related to such indebtedness, a portion of which
matured, by its terms, in January 2009.

Krispy Kreme Doughnuts disclosed the aggregate amount of the
indebtedness was roughly $7.9 million as of August 2, 2009, of
which roughly $1.6 million is guaranteed by the Company.  Krispy
Kreme Doughnuts said Kremeworks has requested that the lender
waive the loan defaults resulting from the covenant violations and
refinance the maturing indebtedness.  In the event the lender is
unwilling to do so and declares the entire indebtedness
immediately due and payable, the Company could be required to
perform under its guarantee.

Krispy Kreme Doughnuts said Kremeworks could have insufficient
cash flows from its business to service the indebtedness even if
it is refinanced, which might require capital contributions to
Kremeworks by the Company and the majority owner of Kremeworks --
which has guarantees of the Kremeworks indebtedness roughly
proportionate to those of the Company -- for Kremeworks to comply
with the terms of the any new loan agreement.

Krispy Kreme Doughnuts has a 25% interest in Kremeworks.


KRISPY KREME: Posts $157,000 Net Loss in Q2 of Fiscal 2010
----------------------------------------------------------
Krispy Kreme Doughnuts, Inc., reported financial results for the
second quarter of fiscal 2010, ended August 2, 2009.

Second Quarter Highlights:

    * Operating income for the second quarter was $2.9 million
      compared to an operating loss of $1.0 million in the second
      quarter last year

    * The Company posted a net loss of $157,000 in the second
      quarter (nil per share) compared to a net loss of
      $1.9 million ($0.03 per share) in the second quarter last
      year

    * Same store sales at Company-owned stores rose 5.9% year-
      over-year in the second quarter, compared to a gain of 2.1%
      in the first quarter this year and a decline of 4.1% in the
      second quarter last year

As of August 2, 2009, the Company had total assets of
$175.4 million and total current liabilities of $37.9 million,
long-term debt, less current maturities, of $53.2 million,
deferred income taxes of $106,000 and other long-term obligations
of $22.2 million, resulting in shareholders' equity of
$61.9 million.

"Our operating results continued to improve year-over-year in the
second quarter," commented Jim Morgan, the Company's President and
Chief Executive Officer.  "The warm summer months traditionally
are a challenging time for our domestic Krispy Kreme shops, but we
believe our improved results in the second quarter show that we
can succeed in making our business more profitable year-round
through continued implementation of our strategic initiatives."

The Company's second quarter progress included these
accomplishments:

    * Krispy Kreme opened its third new Company small retail
      concept shop on July 29, in the Raleigh, North Carolina
      market;

    * Krispy Kreme signed letters of intent for three leases in
      the Raleigh, North Carolina market, bringing its total new
      small retail concept commitments to eight;

    * Three domestic franchisees opened a total of four small
      retail concept shops in the quarter in Texas, Arizona and
      New York;

    * International franchisees continued to expand, with a net
      increase of 11 stores in the quarter;

    * The Kool Kreme(R) soft serve test was expanded into five
      additional Company shops, bringing the total number of
      Company test locations to 10; all Krispy Kreme shops in both
      the Piedmont Triad, North Carolina and Nashville, Tennessee
      markets offer Kool Kreme, and its broadcast advertising in
      these markets includes messaging about Kool Kreme;

    * Krispy Kreme's use of broadcast media has expanded beyond
      the Piedmont Triad, North Carolina and Nashville, Tennessee
      markets into Huntsville, Alabama and Columbia, South
      Carolina;

    * Krispy Kreme expanded the elements of its marketing mix
      beyond broadcast and print media into social and interactive
      media, including Facebook and Twitter; Krispy Kreme also
      signed a new sponsorship agreement with the NFL Carolina
      Panthers; and

    * Krispy Kreme introduced new longer shelf-life, individually
      wrapped snack products, including glazed cherry and apple
      pies and chocolate cupcakes, in its off-premises
      distribution channels in selected markets.

"While there is still much work to be done to achieve sustained
revenue growth and our long-term goals, we are pleased to have
improved our financial performance in the second quarter and first
half of fiscal 2010 compared to the same periods last year," Mr.
Morgan continued.  "These results reflect the hard work and
dedication of our team members and franchisees.  We continue to
believe we have the right strategies, and that the results from
their implementation will be more fully reflected in our financial
results in the quarters and years ahead."

The Company has filed its Quarterly Report on Form 10-Q, which
includes interim financial information as well as management's
discussion and analysis of the Company's financial condition and
results of operations.  A full-text copy of the Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4437

                        About Krispy Kreme

Based in Winston-Salem, North Carolina, Krispy Kreme Doughnuts
Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a retailer
and wholesaler of doughnuts.  The company's principal business,
which began in 1937, is owning and franchising Krispy Kreme
doughnut stores where over 20 varieties of doughnuts are made,
sold and distributed and where a broad array of coffees and other
beverages are offered.

                           *     *     *

As reported in the Troubled Company Reporter on April 17, 2009,
Krispy Kreme Doughnuts, Inc., said it has reached an agreement
with lenders on amendments to its credit facilities that should
enable the Company to remain in compliance with the agreements and
continue to provide backup sources of liquidity.


KRISPY KREME: Says Mexico Franchise Affected by Country's Woes
--------------------------------------------------------------
Krispy Kreme Doughnuts Inc. disclosed in a regulatory filing that
Krispy Kreme Mexico, S. de R.L. de C.V.'s operating results have
been adversely affected by economic weakness in that country.  The
franchisee also has been adversely affected by a significant
decline in the value of Mexico's currency relative to the U.S.
dollar, which has made the cost of goods imported from the U.S.
more expensive, and which has increased the amount of cash
required to service the portion of the franchisee's debt that is
denominated in U.S. dollars.

Krispy Kreme Doughnuts said as of August 2, 2009, management
concluded that the decline in the value of the investment was
other than temporary and, accordingly, the Company recorded a
charge of roughly $500,000 in the quarter then ended to reduce the
carrying value of the investment in KK Mexico to its estimated
fair value of $700,000.

In addition, during the second quarter, Krispy Kreme Doughnuts
increased its bad debt reserve related to KK Mexico by roughly
$525,000, of which roughly $145,000 and $380,000 is included in KK
Supply Chain and International Franchise direct operating
expenses, respectively; such reserve at August 2, 2009 is equal to
the Company's aggregate receivables from this franchisee.

KK Mexico posted a net loss of $630,000 for the three months ended
August 2, 2009, from a net loss of $85,000 for the three months
ended August 3, 2008.  KK Mexico posted a net loss of $119,000 for
the six months ended August 2, 2009, from a net loss of $265,000
for the six months ended August 3, 2008.

KK Mexico recorded unaudited revenues of $2.756 million for the
three months ended August 2, 2009, from revenues of $4.514 million
for the three months ended August 3, 2008.  KK Mexico recorded
unaudited revenues of $5.739 million for the six months ended
August 2, 2009, from revenues of $8.708 million for the six months
ended August 3, 2008.

KK Mexico posted an operating loss of $623,000 for the three
months ended August 2, 2009, from an operating loss of $33,000
for the three months ended August 3, 2008.  KK Mexico posted an
operating loss of $83,000 for the six months ended August 2,
2009, from an operating loss of $146,000 for the six months ended
August 3, 2008.

Krispy Kreme Doughnuts has a 30% interest in Krispy Kreme Mexico,
S. de R.L. de C.V.


KRISPY KREME MEXICO: Operating Results Affected by Country's Woes
-----------------------------------------------------------------
Krispy Kreme Doughnuts Inc. disclosed in a regulatory filing that
Krispy Kreme Mexico, S. de R.L. de C.V.'s operating results have
been adversely affected by economic weakness in that country.  The
franchisee also has been adversely affected by a significant
decline in the value of Mexico's currency relative to the U.S.
dollar, which has made the cost of goods imported from the U.S.
more expensive, and which has increased the amount of cash
required to service the portion of the franchisee's debt that is
denominated in U.S. dollars.

Krispy Kreme Doughnuts said as of August 2, 2009, management
concluded that the decline in the value of the investment was
other than temporary and, accordingly, the Company recorded a
charge of roughly $500,000 in the quarter then ended to reduce the
carrying value of the investment in KK Mexico to its estimated
fair value of $700,000.

In addition, during the second quarter, Krispy Kreme Doughnuts
increased its bad debt reserve related to KK Mexico by roughly
$525,000, of which roughly $145,000 and $380,000 is included in KK
Supply Chain and International Franchise direct operating
expenses, respectively; such reserve at August 2, 2009 is equal to
the Company's aggregate receivables from this franchisee.

KK Mexico posted a net loss of $630,000 for the three months ended
August 2, 2009, from a net loss of $85,000 for the three months
ended August 3, 2008.  KK Mexico posted a net loss of $119,000 for
the six months ended August 2, 2009, from a net loss of $265,000
for the six months ended August 3, 2008.

KK Mexico recorded unaudited revenues of $2.756 million for the
three months ended August 2, 2009, from revenues of $4.514 million
for the three months ended August 3, 2008.  KK Mexico recorded
unaudited revenues of $5.739 million for the six months ended
August 2, 2009, from revenues of $8.708 million for the six months
ended August 3, 2008.

KK Mexico posted an operating loss of $623,000 for the three
months ended August 2, 2009, from an operating loss of $33,000
for the three months ended August 3, 2008.  KK Mexico posted an
operating loss of $83,000 for the six months ended August 2,
2009, from an operating loss of $146,000 for the six months ended
August 3, 2008.

Krispy Kreme Doughnuts has a 30% interest in Krispy Kreme Mexico,
S. de R.L. de C.V.


LANDAMERICA FIN'L: Employs Jenner & Block as Litigation Counsel
---------------------------------------------------------------
LandAmerica Financial Group Inc. and its affiliates sought and
obtained the Court's permission to employ Jenner & Block, LLP, as
their special litigation counsel, effective as of July 13, 2009.

Jenner will represent certain entities in connection with the
analysis, investigation or pursuit of claims arising from the
sale, promotion and distribution of Auction Rate Securities to
the Debtors.

Jenner's mandate is to investigate and analyze all potential
claims against the Banks that are defendants to the ARS
Litigation; prepare a report on the same, which report will be
shared on a confidential basis with the Official Committee of
Unsecured Creditors; ultimately bring all causes of action
against the Bank Defendants, if any.

The Debtors believe it is important for one qualified firm to
commence lawsuits on their behalf, to avoid competing strategies
and theories of the case that may inadvertently diminish the
important asset of their estates.  Moreover, Jenner has been
charged to periodically consult with the Creditors' Committees in
addition to the Debtors to keep the Committee apprised of the
status of the actions and seek guidance on matters of strategy
and any settlement opportunities that may arise.

The Debtors will pay and reimburse Jenner's fees and out-of-
pocket expenses in relation to the firm's engagement under their
Chapter 11 cases.

A portion of Jenner's requested compensation for professional
services rendered will be based on the hours actually expended by
each assigned lawyer, law clerk, paralegal and case assistant at
their respective discounted hourly billing rate, with the total
hourly fees capped at $2 million.  The Hourly Fees charged by the
Jenner professionals under its engagement with the Debtors
reflect a reduction of 50% from the firm's normal and customary
rates.

Furthermore, the Debtors will pay Jenner additional amounts over
the hourly fees and expenses based on these two options:

  * Under Option A, the Debtors propose to pay Jenner:

     (a) 15% of "net recovery" up to $100 million; plus

     (b) 10% of "net recovery" over $100 million up to
         $200 million; plus

     (c) 5% of "net recovery" over $200 million up to
         $500 million, plus; and

     (d) 2.5% of "net recovery" over $500 million.

  * Under Option B, the Debtors propose to pay 3 1/2 times the
    actual lodestar calculation.

Jenner will be entitled to receive (i) the lesser of Option A or
Option B in the event of a net recovery of $150 million or less,
or (ii) the greater of Option A or Option B in the event of a net
recovery exceeding $150 million.  In the event a net recovery at
or close to $150 million is obtained, the parties will negotiate
in good faith to prevent either Jenner or the Debtors from
receiving a windfall as a result of the recovery being above or
below the $150 million threshold for determining whether Jenner
will be entitled to receive the greater or lesser of Option A or
Option B.

In the event some or all of the ARS Litigation is settled before
litigation is actually commenced as a result of a sale or auction
or otherwise, and provided that the settlement was not achieved
as a result, in whole or in substantial part, of Jenner's
efforts, Jenner will be paid its standard Hourly Fees for work
performed on the engagement in lieu of the foregoing compensation
structure.

The Court also approved the indemnification provision contained
in the parties' Engagement Letter.  The indemnification provision
provides that Jenner will be indemnified for attorneys' fees and
expenses incurred in defending claims arising out of Jenner's
representation of the Debtors in the ARS Litigation, unless a
Court order is entered, finding that Jenner acted fraudulently,
negligently or is guilty of gross misconduct.

Thomas C. Newkirk, Esq., a partner in Jenner & Block LLP, assures
the Court that the members and associates of Jenner do not have
any connection with the Debtors, their creditors or any other
party-in-interest, or their attorneys, and neither Jenner, nor
its members and associates, has any connection with the U.S.
Trustee, or any key person employed in the office of the U.S.
Trustee, or any Bankruptcy Judge currently serving on the
United States Bankruptcy Court for the Eastern District of
Virginia.  Mr. Newkirk further assures the Court that his firm
does not hold or represent an interest adverse to the Debtors'
estates in respect of the matters on which Jenner is to be
employed.

Prior to entry of the Court's order, Millard Refrigerated
Services, Inc., LUBExpress Land Company, Inc., LUBExpress
Operating Company, and Lisa L. Dobson, Michael W. Dobson, Barbara
W. Dobson and Ralph Dobson, informed the Court that they are in
opposition to the Debtors' virtually identical application to
employ Quinn Emanuel Urquhart & Hedges, LLP.  Contingent fee
counsel and related contingent fee arrangements usually arise in
cases where the resources available to pay legal fees and
expenses are severely constrained, where the issues are novel and
difficult and where the chances of success are unclear, the
Objectors note.  "None of these facts exist here," said Benjamin
G. Chew, Esq., at Patton Boggs LLP, in Washington, DC, on behalf
of the Objectors.

According to Mr. Chew, with plan confirmation being imminent and
with the high likelihood that in liquidating Chapter 11s, the
decision-making for estate recoveries will pass to a creditor
trust, there is no reason for the decision on the engagement of
Jenner to be made by the Debtors.  Mr. Chew argued that this
decision can be deferred until the creditor trust is in place and
is then able to determine what is in the best interests of the
creditor beneficiaries.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides 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.

LandAmerica Credit Services, Inc., filed for Chapter 11 in July
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)


LANDAMERICA FIN'L: Govt Bar Date for Claims vs. LCS on Jan. 14
--------------------------------------------------------------
Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
provides that the Court will fix the time within which proofs of
claim must be filed in a Chapter 11 case pursuant to Section 501
of the Bankruptcy Code.  Moreover, Rule 3003(c)(2) provides that
any creditor who has a claim against any of the Debtors that
arose prior to the Petition Date, and whose claim is not
scheduled in the Debtors' schedules of assets and liabilities,
schedules of executory contracts, and unexpired leases and
statements of financial affairs or whose claim is listed on the
Schedules as disputed, contingent, or unliquidated, must file a
Proof of Claim.  Section 502(b)(9) provides that governmental
units will have a minimum of 180 days after the entry of the
order for bankruptcy relief to file Proofs of Claim.

Debtor LandAmerica Credit Services, Inc., sought and obtained
from the Court an order establishing September 6, 2009, at
4:00 p.m. Eastern Time, as the deadline by which proofs of claim
must be filed by the Debtors' creditors, and January 14, 2010, as
the deadline by which governmental units must file proofs of
claims against the Debtor.

The Court also approved LandAm Credit's Proof of Claim Form, the
proposed Bar Date Notice, and the proposed publication notice.

For the avoidance of doubt, all claims based on acts or omissions
of LandAm Credit that occurred before the Petition Date are to be
filed on or prior to the applicable Bar Date, even if the claims
(i) are not fixed or liquidated, or (ii) did not mature or become
fixed or liquidated, before the Petition Date.

Any claim arising solely from, or as a consequence of, the
rejection of an unexpired lease or executory contract of LandAm
Credit are required to be filed by the latest of:

  (a) 20 days following the date of any order of the Court
      authorizing LandAm Credit to reject the unexpired lease or
      executory contract;

  (b) the date set by any other order of the Court; and

  (c) the General Bar Date, or, if applicable, the Governmental
      Unit Bar Date.

Each person or entity that asserts a Prepetition Claim must file
an original, written proof of claim which substantially conforms
to Official Form No. 10 so as to be received on or before the
applicable Bar Date at these addresses:

    If Delivered by Mail:

        LandAmerica Credit Services, Inc.
        Claims Processing Center
        c/o Epiq Bankruptcy Solutions, LLC
        FDR Station, P.O. Box 5285
        New York, NY 10150-5285

    If Delivered by Overnight or Hand Delivery:

        LandAmerica Credit Services, Inc.
        Claims Processing Center
        c/o Epiq Bankruptcy Solutions, LLC
        757 Third Avenue, 3rd Floor
        New York, NY 10017

Proofs of Claim may not be sent by facsimile, telecopy, or
electronic mail transmission.  Proofs of Claim are deemed timely
filed only if the claims are actually received on or before the
applicable Bar Date.

Each Proof of Claim filed must:

  (a) be written in the English language;

  (b) be denominated in lawful currency of the United States as
      of the Petition Date;

  (c) conform substantially with the Proof of Claim provided or
      Official Form No. 10;

  (d) be in respect of a single Debtor, and claims against
      multiple Debtors must be filed on separate Proofs of
      Claim;

  (e) indicate the Debtor against which the creditor is
      asserting a claim; and

  (f) be signed by the claimant or, if the claimant is not an
      individual, by an authorized agent of the claimant.

Each creditor must file a proof of claim on or before the General
Bar Date or the Governmental Unit Bar Date or be forever barred,
estopped and permanently enjoined from asserting a claim against
LandAm Credit; participating in any distributions under a plan on
account of the Prepetition Claim; participating, on account of
the Prepetition Claim, in any voting and distribution under any
plan of liquidation that is filed in LandAm Credit's Chapter 11
case; and receiving any further notices regarding the Prepetition
Claim.

Certain creditors will not be required to be file Proofs of Claim
against LandAm Credit:

  (a) Any person or entity that has already properly filed with
      the Clerk of the United States Bankruptcy Court for the
      Eastern District of Virginia or Epiq Bankruptcy Solutions,
      LLC, a proof of claim against the Debtor utilizing a claim
      form that substantially conforms to Official Form No. 10.

  (b) Any person or entity (i) whose claim is set forth on the
      Bankruptcy Schedules, (ii) whose claim is not described as
      "disputed," "contingent," or "unliquidated," and (iii) who
      does not dispute the amount or type of the claim for that
      person or entity as set forth on the Bankruptcy Schedules.

  (c) Claims allowed by order of the Court entered on or before
      the applicable Bar Date.

  (d) Claims that have been paid by LandAm Credit.

  (e) Claims of any Debtor against LandAm Credit.

  (f) Claims allowable under Sections 503(b) and 507(a) as an
      administrative expense.

  (g) Claims by a current officer or director of LandAm Credit
      but only to the extent the claim is solely for
      indemnification or reimbursement against LandAm Credit,
      provided that any current officer or director of LandAm
      Credit who wishes to assert a claim that is not for
      indemnification or reimbursement must file a proof of
      claim on or prior to the General Bar Date.

LandAm Credit will cause to publish a Bar Date Notice once in the
Richmond Times Dispatch and once in the Wall Street Journal.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides 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.

LandAmerica Credit Services, Inc., filed for Chapter 11 in July
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)


LANDAMERICA FIN'L: LCS Sells Assets to Lamat LLC Under Ch. 11
-------------------------------------------------------------
LandAmerica Credit Services, Inc. sought and obtained a ruling
from the U.S. Bankruptcy Court for the Eastern District of
Virginia in early August 2009, approving the sale of
substantially all of its assets to LAMAT LLC for $5,000,000 in
cash, subject to certain adjustments.

The $5 million purchase price for the assets of LandAm Credit is
subject to adjustment for Monthly Net Revenue and a Net Working
Capital Adjustment.

If the "Monthly Net Revenue" set forth on the monthly income
statement of LandAm Credit for the calendar month most recent to
closing is:

  (A) less than $850,000 but greater than or equal to $800,000,
      then the Purchase Price will be $4,500,000;

  (B) less than or equal to $799,999 and greater than or equal
      to $750,000, then the Purchase Price will be $4,000,000;

  (C) less than or equal to $749,999 and greater than or equal
      to $700,000, then the Purchase Price will be $3,500,000;

  (D) less than or equal to $699,999 and greater than or equal
      to $650,000, then the Purchase Price will be $3,000,000;
      and

  (E) less than or equal to $649,999 and greater than or equal
      to $600,000, then the Purchase Price will be $2,500,000.

If the Net Working Capital is less than the target value of
$850,000, then the Purchase Price will be adjusted down by the
amount of the Working Capital Deficit, and the Purchaser and
LandAm Credit will jointly deliver written notice to the escrow
agent to pay the amount to the Purchaser out of the Deposit
Amount, and the remaining portion of the Deposit Amount, if any,
will be released to LandAm Credit.  In the event the Net Working
Capital is greater than the target value of $850,000, then the
Purchase Price will be adjusted upward by the amount of the
Working Capital Surplus.

LAMAT deposited with the escrow agent upon the execution of the
parties' Purchase Agreement $250,000, which will be credited
against the asset purchase price at the closing.

Under the parties' Purchase Agreement, on the closing date,
LandAm Credit is to transfer to LAMAT LLC:

  -- all of its rights, title and interest in and to the
     accounts, notes and credit card receivables
     outstanding;

  -- its rights under certain contracts;

  -- all of its equipment, machinery, furniture, information
     technology equipment, tangible property, vehicles or
     other items;

  -- all of its rights to warranties and licenses received from
     manufacturers and any related claims, credits, rights of
     recovery and set-off with respect to it, to the extent
     transferable, all material licenses, permits, franchises,
     authorizations and approvals issued or granted to LandAm
     Credit relating primarily to its business;

  -- all of its intellectual property used in the conduct of its
     business; and

  -- all of its rights with respect to its bank accounts and all
     other assets, properties and rights of every kind, except
     certain excluded assets.

The Court has also authorized LandAm Credit to assume and assign
related executory contracts and unexpired leases to LAMAT.

LAMAT will assume all liabilities for (i) for the postpetition
trade accounts payable and accrued expenses of LandAm Credit, and
(ii) all liabilities, obligations and duties to perform under any
of the Assumed Contracts.

LandAm Credit will remain solely liable for any employment claims
for any employee based on acts occurring before the closing date,
or as a result of the consummation of the transactions
contemplated by the Purchase Agreement or the entering into of
the Purchase Agreement.

A full-text copy of the LandAm Credit-LAMAT Purchase Agreement
dated July 17, 2009, is available for free at:

           http://bankrupt.com/misc/LCS_LamatAPAJul17.pdf

                 LandAm Files Chapter 11 Petition
                     to Effectuate Asset Sale

LandAmerica Credit is a wholly owned subsidiary of Debtor
LandAmercia Financial Group, Inc.  LandAm Credit entered the
national credit reporting business in August 2003 with a $47
million acquisition of a well established reporting agency, Info1
Holding Company, Inc.  As of July 17, 2009, LandAm Credit had
approximately $91,283 in cash currently held in its bank account
at Bank of America.

LandAm Credit provides consumer credit reports and income,
tenant, and tax return verifications to national and regional
mortgage lenders and brokers throughout the United States.  Its
main operations are located in Las Vegas, Nevada, and its
accounts receivable department is located in Omaha, Nebraska.
LandAm Credit is one of only six credit reporting agencies with
Tier 1 direct connectivity with Fannie Mae and Freddie Mac,
giving LandAm Credit a competitive advantage over other credit
service companies.  That access permits direct connections to
those governmental agencies, and allows a "connected" credit
company to provide credit reports for Fannie Mae and Freddie Mac
loan submissions.

LandAm Credit's clients consist of a diverse customer base in the
mortgage industry, which include banks, thrifts, credit unions,
mortgage companies, and mortgage brokers, as well as a limited
number of mortgage servicers and subservicers, commercial
lenders, and various businesses seeking consumer credit
information.  While LandAm Credit has a diverse clientele,
historically, a significant percentage of its income comes from a
few large customers.  LandAm Credit's largest customer, Fannie
Mae, accounted for approximately 7% of LandAm Credit's sales
during April 2009.  Furthermore, LandAm Credit's "top 5" and "top
25" customers represented 21% and 43% of LandAm Credit's April
2009 sales.

LandAm Credit's revenue decreased from $29 million in 2007 to
$15 million in 2008, as a result of the general deterioration of
the real estate market and the effect of the "sub-prime crisis"
on a large group of LandAm Credit's customers, the sub-prime
brokers.  Furthermore, shortly after the Chapter 11 filing of
LFG, two of LandAm Credit's "top 5" customers stopped utilizing
LandAm Credit for their credit reporting.  The loss of those two
customers alone resulted in a decline of over $230,000 in monthly
revenue for the company.  Other customers have threatened to
decrease or halt altogether the amount of new business they place
with LandAm Credit.

Moreover, several potential new customers have removed LandAm
Credit from their bidding process due to LFG's Chapter 11 filing.

Also, LFG's Chapter 11 filing has delayed several major
information technology consolidation projects, which were
targeted to significantly reduce LandAm Credit's overhead costs.
Prior to LFG's bankruptcy, LandAm Credit began the process of
migrating its client database to a new technology platform, which
would allow the company to close its data center located in
Atlanta, resulting in a reduction of expenses by over $75,000 per
month.

In light of these events and prior monthly losses, LandAm Credit
determined to pursue a sale of its business.  It further
determined to conduct the sale under bankruptcy protection.
Accordingly, LandAm Credit filed a voluntary Chapter 11 petition
before the U.S. Bankruptcy Court for the Eastern District of
Virginia on July 17, 2009.

In its bankruptcy schedules, LandAm Credit listed $1.9 million in
assets and $14 million in liabilities.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides 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.

LandAmerica Credit Services, Inc., filed for Chapter 11 in July
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)


LANDAMERICA FIN'L: Meeting of LCS's Creditors on Sept. 9
--------------------------------------------------------
W. Clarkson McDow, Jr., the United States Trustee for Region
4, will convene a meeting of the creditors of Debtor LandAmerica
Credit Services, Inc., on September 9, 2009, at 3:00 p.m. Eastern
Time, at Suite 4300 of the Office of the United States Trustee,
at 701 E. Broad Street, in Richmond, Virginia.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in LandAm Credit's bankruptcy case.

Attendance by the Debtor's creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about the Debtor's financial affairs and operations that
would be of interest to the general body of creditors.

The meeting may be continued or adjourned from time to time by
notice at the meeting, without further written notice to the
creditors.

LandAmerica Financial Group, Inc., provides 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.

LandAmerica Credit Services, Inc., filed for Chapter 11 in July
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)


LANDAMERICA FIN'L: Wants October 15 Extension for Plan Filing
-------------------------------------------------------------
LandAmerica Financial Group, Inc., LandAmerica 1031 Exchange
Services, Inc., LandAmerica Title Company, Southland Title
Corporation, Southland Title of Orange County, and Southland
Title of San Diego ask the Court to extend the period within which
they have the exclusive right to:

(a) file a Chapter 11 plan or plans, through and including
     October 15, 2009; and

(b) solicit acceptances that plan or plans, through and
     including December 15, 2009.

The Debtors are currently in the process of formulating a plan of
liquidation and have made significant progress in that respect,
Dion W. Hayes, Esq., at McGuirewoods LLP, Richmond, Virginia,
tells the Court.

The Debtors believe that an extension of the Exclusive Periods
for the Initial Debtors is not only warranted, but critical in
these cases in order to facilitate discussions with the Official
Committee of Unsecured Creditors and other parties-in-interest
and to maintain much needed order, process and momentum.

Mr. Hayes tells the Court that the Debtors need more time to
accomplish these tasks before they can file a Chapter 11 plan:

  -- Engage in negotiations with the Internal Revenue Service,
     which has asserted various priority tax claims aggregating
     $54 million;

  -- Work with the Pension Benefit Guarantee Corporation to
     value the potential costs of terminating the LandAmerica
     Cash Balance Plan, to determine an appropriate manner in
     which to accomplish the termination, and ultimately to
     resolve the PBGC's Claims.  The PBGC has asserted claims
     for $37.5 million against the each of the estates of LFG
     and LES;

  -- Focus on efforts to market and sell LES' investments in
     subordinate loan auction rate securities, which has a total
     face value of $201.7 million;

  -- Continue to address complex issues relating to the sale of
     their underwriter entities to Fidelity National Financial
     Inc., including transition issues; and

  -- Continue to negotiate the settlement of certain pending
     lawsuits.

Mr. Hayes contends that if the extensions of the Exclusive
Periods are granted, the Debtors will be afforded the requisite
time to propose and solicit a confirmable plan without the
confusion and chaos that wound ensue if multiple competing
agendas were permitted to be pursued by divergent constituencies.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides 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.

LandAmerica Credit Services, Inc., filed for Chapter 11 in July
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)


LEHMAN BROTHERS: Examiner's Report is Expected by February 1
------------------------------------------------------------
Anton Valukas, the examiner for Lehman Brothers Holdings Inc.,
told the Bankruptcy Court that he should be able to complete his
investigation and file his report by Feb. 1, Bloomberg News
reported.

As reported by the Troubled Company Reporter on Jan. 21, 2009,
former federal prosecutor Anton Valukas of the firm Jenner & Block
LLP has been selected by Diana J. Adams, the United States Trustee
for Region 2, to lead an independent investigation of the events
leading to Lehman Brothers Holdings Inc.'s collapse and the claims
creditors owed more than $613 billion may pursue.

The Walt Disney Company in October 2008 filed a request for an
appointment of an examiner who will, among other things,
investigate pre-bankruptcy transactions between Lehman Brothers
Holdings Inc., and its affiliates.  After negotiations, Lehman
Brothers reached an agreement with Walt Disney regarding an
examiner's appointment and the scope of the trustee's
investigation.

Mr. Valukas is the chairman of the Illinois-based Jenner & Block
LLP and a partner in Jenner & Block's litigation department.
"Throughout my legal career of over 40 years, I have led numerous
investigations of Fortune 500 companies and large international
corporations involving potential financial misconduct, accounting
irregularities, ethical issues, and alleged corporate fraud." He
also held several positions with the United States Department of
Justice, including United States Attorney for the Northern
District of Illinois (1985-1989), First Assistant United States
Attorney (1975-1976), Chief of Special Prosecutions Division
(1974), and Assistant United States Attorney (1970-1974).

                      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)


LEXARIA CORPORATION: Posts $208,000 Net Loss in Qtr. Ended July 31
------------------------------------------------------------------
Lexaria Corporation posted a net loss of 208,287 for three months
ended July 31, 2009, compared with a net loss of $59,183 for the
same period in 2008.

For nine months ended July 31, 2009, the Company posted a net loss
of 584,404 compared with a net loss of $658,324 for the same
period in 2008.

The Company's balance sheet at July 31, 2009, showed total assets
of $3,250,145, total liabilities of $788,180 and a stockholders'
equity of $2,461,965.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that it
suffered recurring losses from operations.  The Company added that
its continuation as a going concern is dependent upon its
attaining and maintaining profitable operations or raising
additional capital.  The issuance of additional equity securities
could result in a significant dilution in the equity interests of
its current stockholders.  Obtaining commercial loans, assuming
those loans would be available, will increase its liabilities and
future cash commitments.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?442b

In a separate filing with the Securities and Exchange Commission,
Lexaria Corporation amended its 10Q for quarter ended July 31,
2009, which was filed on Sept. 2, 2009.  The Company stated that
the filing included the incorrect financial statements that did
not reflect the Oct. 31, 2008, share consolidation numbers in the
equity section of the balance sheet.

A full-text copy of the Company's Form 10-Q/A is available for
free at http://ResearchArchives.com/t/s?442c

Lexaria Corporation (OTC:LXRP), is an exploration and development
oil and gas company engaged in the exploration for and development
of petroleum and natural gas in North America.  The Company is
generating revenues from its business operations in Mississippi
and in Oklahoma.  The Company has acquired the right to explore
the Strachan Hills oil and gas property in Alberta, Canada and
working interest in the Owl Creek Prospect, Oklahoma and the
Palmetto Point oil and gas property in Mississippi, United States.


LODGENET INTERACTIVE: Key Colony Fund Discloses 6.9% Equity Stake
-----------------------------------------------------------------
Key Colony Fund, L.P., Key Colony Management, LLC, and their
managing member Alex R. Lieblong collectively own an aggregate of
1,545,451 shares or 6.9% of the common stock of LodgeNet
Interactive Corporation.  All shares of Common Stock were
purchased by Key Colony Fund.

                    About LodgeNet Interactive

LodgeNet Interactive Corporation (Nasdaq:LNET) --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms representing 10,000 hotel
properties worldwide in addition to healthcare facilities
throughout the United States.  The Company's services include:
Interactive Television Solutions, Broadband Internet Solutions,
Content Solutions, Professional Solutions and Advertising Media
Solutions.  LodgeNet Interactive Corporation owns and operates
businesses under the industry leading brands: LodgeNet,
LodgeNetRX, and The Hotel Networks.

As of June 30, 2009, the Company had $594.8 million in total
assets and $659.6 million in total liabilities, resulting in
$64.8 million in stockholders' deficiency.

                           *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Moody's affirmed LodgeNet's B3 corporate family rating, Caa1
probability of default rating and SGL-4 speculative grade
liquidity rating (indicating poor liquidity).  The rating
continues to be influenced primarily by liquidity matters stemming
from the company's very limited financial covenant compliance
cushion.


LODGENET INTERACTIVE: Victorian Capital Discloses 6.1% Stake
------------------------------------------------------------
Victorian Capital LP, Incorporated, as of September 2, 2009, was
the direct beneficial owner of 1,364,056 shares of LodgeNet
Interactive Corporation common stock, representing roughly 6.1% of
the outstanding shares of Common Stock -- based on 22,537,664
shares of Common Stock outstanding as of August 3, 2009.

Pension Corporation Co-Investment (GP) Limited, as the sole
general partner of Victorian Capital, has voting and dispositive
power over the shares of Common Stock directly owned by Victorian
Capital, and therefore may be deemed to beneficially own the
shares.

By virtue of its ownership of all of the outstanding ordinary
shares of PCCI, The Truell Charitable Foundation may be deemed to
be the beneficial owner of all of the shares of Common Stock
beneficially owned by Victorian Capital.

Victorian Capital began purchasing shares of Common Stock on
November 7, 2008.  The shares of Common Stock were acquired for
investment purposes.

Victorian Capital presently intends to purchase, depending on
market prices, additional shares of Common Stock (in open market
transactions, privately negotiated transactions or otherwise)
until it beneficially owns up to 9.9% of the total number shares
of Common Stock outstanding.  After reaching that level of
ownership, Victorian Capital may purchase additional shares of
Common Stock but has made no determination to do so.  Even prior
to reaching such level of ownership, Victorian Capital also
presently intends to sell (in open market transactions, privately
negotiated transactions or otherwise) some of the shares of Common
Stock beneficially owned, depending on market prices.

Victorian Capital intends to assess its investment in LodgeNet
from time to time on the basis of various factors, including,
without limitation, LodgeNet's business, financial condition,
results of operations and prospects, general economic, market and
industry conditions, as well as other developments and other
investment opportunities.  Depending on factors deemed relevant by
Victorian Capital, it may acquire additional shares of Common
Stock or other LodgeNet securities or financial instruments, or
dispose of all or part of the shares of Common Stock, in open
market transactions, privately negotiated transactions or
otherwise.

Any acquisition or disposition may be effected by Victorian
Capital at any time without prior notice.

On September 2, 2009, Victorian Capital sold 112,000 shares at
$6.22 per share.  All dispositions were through JP Morgan Cazenove
Limited.  None of PCCI's or TCF's directors or executive officers
has effected any transaction in the Common Stock during the past
60 days.

                    About LodgeNet Interactive

LodgeNet Interactive Corporation (Nasdaq:LNET) --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms representing 10,000 hotel
properties worldwide in addition to healthcare facilities
throughout the United States.  The Company's services include:
Interactive Television Solutions, Broadband Internet Solutions,
Content Solutions, Professional Solutions and Advertising Media
Solutions.  LodgeNet Interactive Corporation owns and operates
businesses under the industry leading brands: LodgeNet,
LodgeNetRX, and The Hotel Networks.

As of June 30, 2009, the Company had $594.8 million in total
assets and $659.6 million in total liabilities, resulting in
$64.8 million in stockholders' deficiency.

                           *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Moody's affirmed LodgeNet's B3 corporate family rating, Caa1
probability of default rating and SGL-4 speculative grade
liquidity rating (indicating poor liquidity).  The rating
continues to be influenced primarily by liquidity matters stemming
from the company's very limited financial covenant compliance
cushion.


LOUNGE 22 LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lounge 22, LLC
        1805 Flower Street
        Glendale, CA 91201

Bankruptcy Case No.: 09-33926

Chapter 11 Petition Date: September 4, 2009

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

Judge: Victoria S. Kaufman

Debtor's Counsel: Anthony A. Friedman, Esq.
                  Levene Neale Bender Rankin & Brill LLP
                  10250 Constellation Bl, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  Email: aaf@lnbrb.com

                  David B. Golubchik, Esq.
                  Levene Neale Bender Rankin & Brill LLP
                  10250 Constellation Blvd, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Email: dbg@lnbrb.com

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

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

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

             http://bankrupt.com/misc/cacb09-33926.pdf

The petition was signed by Armen Gharabegian, CEO of the Company.


LUMINENT MORTGAGE: Settles $24MM Contract Breach Dispute With HSBC
------------------------------------------------------------------
The Hon. Duncan W. Keir in the U.S. Bankruptcy Court for the
District of Maryland approved a compromise and settlement
agreement between Luminent Mortgage Capital Inc. and HSBC
Securities USA Inc. to close a district court case brought by the
Debtor in 2007 accusing HSBC of undervaluing $24 million in
subprime mortgage-backed bonds, according to Law360.

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.


LYONDELL CHEMICAL: Asks Court to Halt Suits on Non-Filed Units
--------------------------------------------------------------
The U.S. Bankruptcy Court will convene a hearing today, September
8, to consider Lyondell Chemical Co.'s request to stop holders of
$1.3 billion of two issues of notes due 2015 from taking
collection against European affiliates not in bankruptcy.
Lyondell contends that forcing the currently non-bankrupt
affiliates to begin insolvency proceedings abroad will lead to a
loss of control over "operating companies in Europe that are vital
to their reorganization efforts," Bloomberg News reported.

According to Bloomberg, Lyondell, if it succeeds in stopping the
noteholders, says it will file a reorganization plan by Sept. 15,
proposing to exchange debt for new stock.  The holders of the 2015
notes, though, are "hopelessly out of the money," according to
Lyondell, and don't stand to receive anything under the plan.
They play the role of "spoilers," the company says.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MCCLATCHY CO: Receives Compliance Notice From NYSE
--------------------------------------------------
The McClatchy Company has been notified by the New York Stock
Exchange that the company is now in compliance with the exchange's
continued listing standards for share price.

The NYSE notified the company on Feb. 4, 2009, that McClatchy's
average share price over the previous 30 trading days was below
the NYSE's quantitative listing standards.  The standards required
NYSE listed companies to maintain an average closing price above
$1.00 per share for any consecutive, 30-trading-day period. The
company had until Jan. 7, 2010, to cure the non-compliance.

On Sept. 2, 2009, the NYSE received approval from the Securities
and Exchange Commission to amend the NYSE's provisions for curing
average share price non-compliance.  Companies are now deemed
compliant if they achieve a closing share price of at least $1.00
at the end of any calendar month during their cure period and the
share price averages $1.00 or more over the 30-trading-day period
ending on the last day of that month.  The NYSE notified McClatchy
that its month-end and average trading price for the month of
August met this requirement.

As a result of these changes, McClatchy is now in full compliance
with the NYSE's listing standards. The company announced in June
that McClatchy was in compliance with the exchange's continued
listing standard for total market capitalization and stockholders'
equity.

                         About McClatchy

The McClatchy Company is the third largest newspaper company in
the United States, with 30 daily newspapers, roughly 50 non-
dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, the Charlotte Observer, and The (Raleigh) News & Observer.

McClatchy also owns a portfolio of premium digital assets,
including 14.4% of CareerBuilder, the nation's largest online job
site, 25.6% of Classified Ventures, a newspaper industry
partnership that offers two of the nation's premier classified
websites: the auto Web site, cars.com, and the rental site,
apartments.com and 33.3% of HomeFinder, LLC which operates the
real estate website HomeFinder.com.  McClatchy is listed on the
New York Stock Exchange under the symbol MNI.


MCCLENTON INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: McClenton Investments LLC
        2184 Pinkerton Road
        West Point, MS 39773

Bankruptcy Case No.: 09-14614

Chapter 11 Petition Date: September 4, 2009

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris Jernigan & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  Email: cmgeno@harrisgeno.com

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

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 Julius E. McClenton Jr., owner of the
Company.


MCGRATH HOTELS: Forced Into Chapter 11 Bankr. by Lighthouse Group
-----------------------------------------------------------------
Lighthouse Group of Connecticut has filed an involuntary Chapter
11 bankruptcy in the U.S. Bankruptcy Court in Hartford against
McGrath Hotels LCC, Stephen Chupaska at TheDay.com reports, citing
New London attorney Narcy Z. Dubicki.

According to TheDay.com, McGrath Hotels owes:

     -- New London about $120,000,
     -- the state some $96,000 in back taxes, and
     -- mortgage holder Business Loan Center LLC more than
        $2 million.

TheDay.com relates that Mr. Dubicki had sent out 18 packages to
potential buyers of McGrath Hotels' Lighthouse Inn, which has been
closed since 2008 -- first in August 2008 by health officials due
to lack of hot water, and then in September 2008 after wages were
allegedly not paid to workers.

Then bankruptcy filing postponed the scheduled foreclosure auction
of the property, TheDay.com states.


MEDIS TECHNOLOGIES: Incurs $43.5-Mil. Loss for 1H of 2009
---------------------------------------------------------
Medis Technologies Ltd. incurred a net loss of $26,938,000 for
three months ended June 30, 2009, compared with $15,756,000 loss
during the same period in 2008.

For six months ended June 30, 2009, it incurred a net loss of
$43,486,000, compared with a $29,747,000 net loss during the same
period in 2008.

The Company had assets of if $21,242,000 against debts of
$15,026,000 as of June 30, 2009.  Accumulated deficits have
reached $47,024,000.

In its Form 10-Q for the second quarter, Medis noted, "The Company
has limited available cash resources and requires additional
financing in order to continue to fund its current operations
beyond August 2009, and to pay existing and future liabilities and
other obligations, including payroll.  The Company's executive
management has agreed to defer the payment of their July payroll
and the Company is in the process of attempting to obtain
deferrals for the payment of July payroll for remaining employees.
The Company is continuing to negotiate with third parties in an
attempt to obtain additional sources of funds to finance the
Company's operations.  The satisfactory completion of these
negotiations prior to the end of August 2009 is essential to
provide sufficient cash flow to meet current operating
requirements.  Furthermore, even if the Company is successful in
raising additional funds, the Company cannot give any assurance
that it will, in the future, be able to achieve a level of
profitability from the sale of its products to sustain its
operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

A copy of the Company's Form 10-Q is available for free at:

            http://researcharchives.com/t/s?4443

                     About Medis Technologies

Medis Technologies Ltd. is a holding company, which through its
wholly owned subsidiaries, Medis El Ltd. and More Energy Ltd.,
designs, develops and markets innovative liquid fuel cell
solutions principally for the mobile handset and portable consumer
electronics markets.  MTL, through its majority owned indirect
subsidiary, Cell Kinetics Ltd. is also seeking to exploit
commercially an improved cell carrier under its CKChipTM product
line, which was considered to be the nucleus of the company's
CellScan system.


METALDYNE CORP: Wants to File Chapter 11 Plan until January 2010
----------------------------------------------------------------
Metaldyne Corporation and its debtor-affiliates ask the Honorable
Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York to further extend their exclusive periods to:

   * file a Chapter 11 plan until Jan. 22, 2010; and

   * solicit acceptances of that plan until March 23, 2010.

According to the Debtors, the extension of time will allow them
to (i) continue their efforts to complete and close the sale to
MD Investor Corporation the sale of substantially all of their
assets, (ii) develop and implement a plan for winding down and
monetizing the assets not sold in the transaction, and (iii) work
with their other stakeholders to develop and obtain confirmation
of the Chapter 11 plan.  The Court authorized the Debtors to move
on with the sale of all their assets to MD Investors on Aug. 12,
2009.

Richard H. Engman, Esq., at Jones Day in New York, says,
presently, due to the timing of receiving necessary governmental
approvals, the Debtors anticipate that the MD Investors
Transaction is likely to close in late September 2009, and the
Debtors recently secured the agreement of their postpetition
lenders and their prepetition working capital lenders to extend
the Debtors' ability to borrow money and use cash collateral until
Oct. 2, 2009.

A hearing is set for Sept. 16, 2009, at 10:00 a.m., to consider
approval of the Debtors' request.  Objections, if any, are due
Sept. 9, 2009, at 12:00 p.m.

                    About Metaldyne Corporation

Metaldyne Corporation and its affiliates filed for Chapter 11
protection on May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412).
The filing did not include the company's non-U.S. entities or
operations.  Richard H. Engman, Esq., at Jones Day represents the
Debtors in their restructuring efforts.  Judy A. O'Neill, Esq., at
Foley & Lardner LLP serves as conflicts counsel; Lazard Freres &
Co. LLC and AlixPartners LLP as financial advisors; and BMC Group
Inc. as claims agent.  A committee of Metaldyne creditors is
represented by Mark D. Silverschotz, Esq., and Kurt F. Gwynne,
Esq., at Reed Smith LLP, and the committee tapped Huron Consulting
Services, LLC, as its financial advisor.  For the fiscal year
ended March 29, 2009, the company recorded annual revenues of
approximately US$1.32 billion.  As of March 29, 2009, utilizing
book values, the company had assets of approximately
US$977 million and liabilities of US$927 million.  Judge Glenn
approved the sale of substantially all assets to Carlyle Group
earlier this month for approximately $496.5 million.


MOECHERVILLE WATER: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Moecherville Water District N.F.P.
        527 S. Kendall Street
        Aurora, IL 60505

Bankruptcy Case No.: 09-33028

Chapter 11 Petition Date: September 4, 2009

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

Judge: Carol A. Doyle

Debtor's Counsel: Andrew J. Maxwell, Esq.
                  Maxwell Law Group, LLC
                  105 West Adams Street, Suite 3200
                  Chicago, IL 60603
                  Tel: (312) 368-1138
                  Fax: (312) 368-1080
                  Email: maxwelllawchicago@yahoo.com

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

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

According to the schedules, the Company has assets of at least
$4,329,677, and total debts of $4,247,468.

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

             http://bankrupt.com/misc/ilnb09-33028.pdf

The petition was signed by Mark McDonald, president of the
Company.


MONEYGRAM INT'L: Appoints Patsley to Replace Ryan as CEO
--------------------------------------------------------
MoneyGram International, Inc., and Anthony P. Ryan, President and
Chief Executive Officer of the Corporation, have mutually agreed
that Mr. Ryan's employment with the Corporation terminated without
cause effective September 1, 2009.  Mr. Ryan resigned from all
positions he held with the Corporation and affiliates, including
his position as a member of the Board of Directors of the
Corporation.  The Company anticipates it will enter into a
separation agreement with Mr. Ryan.

Effective September 1, 2009, the Board appointed Pamela H.
Patsley, Executive Chairman of the Corporation, as Chief Executive
Officer of the Corporation.

Ms. Patsley, 52, has served as Executive Chairman of the
Corporation since January 21, 2009.  She worked with private
equity firms to evaluate payment services business opportunities
from January 2008 to January 21, 2009.  Prior to that, Ms. Patsley
was the senior executive vice president of First Data Corp., a
provider of electronic commerce and payment solutions, from March
2000 to October 2007 and president of First Data International, an
electronic payments processor, from May 2002 to October 2007.

Prior to joining First Data, Ms. Patsley was the president and
chief executive officer of Paymentech, Inc., a payment processor,
from 1991 to 2000.  Ms. Patsley is also a director of Molson Coors
Brewing Company, a beer brewing company, Texas Instruments Inc., a
semiconductor manufacturer, and Dr. Pepper Snapple Group Inc., a
beverage manufacturer.

                   Patsley Employment Agreement

In connection with Ms. Patsley's appointment as CEO, the
Corporation and Ms. Patsley entered into an amended and restated
employment agreement effective September 1, 2009, amending and
restating the employment agreement dated January 21, 2009 (as
amended on May 12, 2009), whereby Ms. Patsley will be employed as
CEO for a period commencing on September 1, 2009 and ending on
August 31, 2013, subject to the Employment Agreement's termination
provisions.

Under the terms of the Employment Agreement, Ms. Patsley will: (i)
continue to serve as the Corporation's Executive Chairman until
the Board requests that she resign her position; (ii) devote
substantially all of her time to the Corporation; (iii) receive an
initial annual base salary of $850,000, subject to review
annually; and (iv) receive a one-time signing bonus in the amount
of $250,000 payable in a lump sum within thirty days of the
effective date of the Employment Agreement. Ms. Patsley will also
be eligible to receive other benefits and incentive compensation
described in the Employment Agreement.

If Ms. Patsley's employment is terminated for a reason other than
cause (as defined in the Employment Agreement), death or
disability (as defined in the Employment Agreement), or if she
terminates with good reason (as defined in the Employment
Agreement), Ms. Patsley will be entitled to receive a severance
allowance in an amount equal to the sum of (x) (1) if the
termination occurs prior to August 31, 2012, two times her base
salary in effect as of September 1, 2009 or her then-current base
salary if greater or (2) if the termination of employment occurs
on or after August 31, 2012, one and a half times her base salary
in effect as of September 1, 2009 or her then-current base salary
if greater and (y) provided that the Corporation achieves certain
performance goals -- as set forth in the Corporation's Management
and Line of Business Incentive Plan -- for the applicable
performance period necessary for participants in the MIP to
receive bonuses (and such bonuses are actually paid), a pro-rata
portion of her target bonus for the year or her full target bonus
if she has been employed for more than 180 days during the
calendar year in which the termination of employment occurs.

In addition, Ms. Patsley will be entitled to continuation of
medical and dental coverage for a period of 18 months and her
stock options will continue to vest for a period of 12 months
following her termination of employment.  In the event that Ms.
Patsley remains employed for the entire term of the Employment
Agreement, (i) she will be entitled to receive her full target
bonus for the calendar year in which the term of the Employment
Agreement expires, provided that the Corporation actually achieves
performance goals for the applicable performance period necessary
for participants in the MIP to receive bonuses pursuant to the MIP
and (ii) her performance-based options will continue to vest until
August 31, 2014.

In addition, the Employment Agreement provides that to the extent
any of the payments are subject to an excise tax under Section
4999 of the Internal Revenue Code of 1986, an additional payment
will be made in an amount sufficient to allow Ms. Patsley to pay
all excise taxes without a reduction in severance benefits.  Under
the Employment Agreement, Ms. Patsley is subject to a (A) two-year
(if her termination of employment occurs prior to August 31, 2012)
or (B) one and a half-year (if her termination of employment
occurs on or after August 31, 2012) post-employment non-
competition and non-solicitation restrictions in addition to
confidentiality and non-disparagement obligations.

                   Stock Options for CEO Patsley

On August 31, 2009, the Board granted Ms. Patsley, Executive
Chairman, a non-qualified option to purchase 6,300,000 shares of
common stock of the Corporation under the amended MoneyGram
International, Inc. 2005 Omnibus Incentive Plan, pursuant to the
Non-Qualified Stock Option Agreement dated August 31, 2009, with
an exercise price of $2.66 per share (representing the fair market
value of the common stock of the Corporation as of the grant
date).  Options for 50% of the shares are considered "Time Vested"
and options for 50% of the shares are considered "Performance
Vested."  With respect to 2,000,000 option shares (allocated pro-
rata between Time Vested and Performance Vested), the options will
not vest and are subject to forfeiture if the stockholders of the
Corporation do not approve an amendment to the Omnibus Plan to
remove or increase the limitation on the number of option shares
that may be granted to an executive officer in a year.  Affiliates
of Thomas H. Lee Partners, L.P. have provided an executed Proxy
appointing a representative of the Corporation as attorney and
proxy to vote "FOR" the amendment to the Omnibus Plan at the next
annual or special meeting of stockholders of the Corporation.

The Time Vested options will vest in equal installments over four
years on the anniversary of the grant date.  The Performance
Vested options will vest as follows: Options for 50% of the shares
will vest (i) when the value of the common stock of the
Corporation has reached $3.50 per share for a period of 20
consecutive trading days during the five-year period following the
grant date or (ii) on the date of a change in control (as defined
in the Non-Qualified Stock Option Agreement) of the Corporation if
there is a change in control during the five-year period following
the grant date in the event the per share consideration in such
change in control equals or exceeds $3.50; and options for 50% of
the shares will vest (i) when the value of the common stock of the
Corporation has reached $5.25 per share for a period of 20
consecutive trading days during the five-year period following the
grant date or (ii) on the date of a change in control of the
Corporation if there is a change in control during the five-year
period following the grant date in the event the per share
consideration in such change in control equals or exceeds $5.25.
If the shares of common stock of the Corporation are not publicly
traded, then vesting for the options that are Performance Vested
will be vested in the manner set forth in the Non-Qualified Stock
Option Agreement. The vesting of the Time Vested options will
accelerate if following a change in control of the Corporation,
Ms. Patsley's employment is terminated by the Corporation without
cause (as defined in her employment agreement) or is terminated
with good reason (as defined in her employment agreement) and the
shares of common stock of the Corporation are no longer publicly
traded.  The options will also continue to vest for a period of 12
months following certain types of termination of Ms. Patsley's
employment.

There are no arrangements or understandings between Ms. Patsley
and the Corporation or any other persons pursuant to which Ms.
Patsley was selected as an officer.  Ms. Patsley does not have a
family relationship with any director or executive officer of the
Corporation.  There are no relationships or related transactions
between the Corporation and Ms. Patsley of the type required to be
disclosed under Item 404(a) of Regulation S-K.

"We thank Tony for his valuable contributions to the company and
wish him all the best.  At the same time, we are very pleased that
Pam has stepped into the role of chief executive officer in
addition to her responsibilities as chairman," said Seth Lawry,
director and chair of the Human Resources and Nominating Committee
for MoneyGram.  "Over these last months, Pam has proven to be a
terrific addition and we believe that she is the ideal leader to
build MoneyGram into a world-class competitor."

Mr. Ryan joined MoneyGram in 1995 and had been responsible for
overseeing day-to-day operations of the company since June 2008.

                   About MoneyGram International

MoneyGram International -- http://www.moneygram.com/-- is a
global payment services company, helping consumers pay bills
quickly and safely send money around the world in as little as 10
minutes.  Its global network is comprised of 180,000 agent
locations in nearly 190 countries and territories.  MoneyGram's
network includes retailers, international post offices and
financial institutions.

The Company posted a net loss of $3,317,000 for the three months
ended June 30, 2009, from net income of $15,161,000 for the same
quarter a year ago.

As of June 30, 2009, the Company had $6,221,272,000 in total
assets and $6,244,573,000 in total liabilities, resulting in
$823,388,000 in stockholders' deficit.


MONEYGRAM INT'L: Panel Approves Option Grant to Woods & O'Malley
----------------------------------------------------------------
The Human Resources and Nominating Committee of MoneyGram
International, Inc.'s Board of Directors on August 11, 2009,
approved an option grant with these terms to Jeffrey R. Woods,
Executive Vice President and Chief Financial Officer of the
Corporation:

     -- Non-qualified stock options to purchase 4,250,000 shares
        of common stock of the Corporation, with an exercise price
        of $2.30, which grant was made under the MoneyGram
        International, Inc. 2005 Omnibus Incentive Plan, as
        amended by the Board of Directors on February 9, 2009,
        pursuant to the Non-Qualified Stock Option Agreement dated
        August 11, 2009.  The option has a 10-year term expiring
        on August 11, 2019.  Options for 50% of the shares are
        considered "Time Vested" and options for 50% of the shares
        are considered "Performance Vested."

     -- The Time Vested options (2,125,000 shares) will vest in
        equal installments over five years on the anniversary of
        the grant date.  The Performance Vested options (2,125,000
        shares) will vest as follows: Options for 50% of the
        shares will vest when the value of the common stock of the
        Corporation has reached $3.50 per share for a period of 20
        consecutive trading days during the 5-year period
        following the grant date; and options for 50% of the
        shares will vest when the value of the common stock of the
        Corporation has reached $5.25 per share for a period of 20
        consecutive trading days during the 5-year period
        following the grant date.  If the shares of common stock
        of the Corporation are not publicly traded, then vesting
        for the options that are Performance Vested will be vested
        in the manner set forth in the stock option agreement.

On August 11, 2009, the HRN Committee approved an option grant and
related agreement with Daniel J. O'Malley, Senior Vice President,
Global Payment Systems/President Americas of the Corporation:

     -- Non-qualified stock options to purchase 2,500,000 shares
        of common stock of the Corporation, with an exercise price
        of $2.30, which grant was made under the Omnibus Plan
        pursuant to the Non-Qualified Stock Option Agreement dated
        August 11, 2009.  The option has a 10-year term expiring
        on August 11, 2019.  Options for 50% of the shares are
        considered "Time Vested" and options for 50% of the shares
        are considered "Performance Vested."

     -- The Time Vested options (1,250,000 shares) will vest as
        follows: On the 31st day after the Grant Date, 15%; on the
        1st Anniversary of the Grant Date, 20%; on the 2nd
        Anniversary of the Grant Date, 20%; on the 3rd Anniversary
        of the Grant Date, 20%; on the 4th Anniversary of the
        Grant Date, 10%; and on the 5th Anniversary of the Grant
        Date, 15%.

     -- The Performance Vested options (1,250,000 shares) will
        vest as follows: Options for 50% of the shares will vest
        when the value of the common stock of the Corporation has
        reached $3.50 per share for a period of 20 consecutive
        trading days during the 5-year period following the grant
        date; and options for 50% of the shares will vest when the
        value of the common stock of the Corporation has reached
        $5.25 per share for a period of 20 consecutive trading
        days during the 5-year period following the grant date. If
        the shares of common stock of the Corporation are not
        publicly traded, then vesting for the options that are
        Performance Vested will be vested in the manner set forth
        in the stock option agreement.

     -- In consideration for receiving the option grant, the
        Corporation or its subsidiaries and Mr. O'Malley entered
        into an Employee Trade Secret, Confidential Information
        and Post-Employment Restriction Agreement dated August 11,
        2009, whereby Mr. O'Malley agrees to the following: (i) an
        indefinite restriction on the disclosure of Confidential
        Information of the Corporation; (ii) a 12-month non-
        competition restriction with respect to general
        competitors and Conflicting Organizations; and a non-
        solicitation restriction with respect to employees and
        customer relationships; and (iii) that violation of the
        non-competition and/or non-solicitation restrictions would
        result in a suspension or termination of options, if any,
        and, if occurring within 18 months of the termination of
        employment, would require the repayment of gains realized
        from the exercise of options, if any, with such remedies
        being in addition to other legal remedies available to the
        Corporation in the event of such violation.

                   About MoneyGram International

MoneyGram International -- http://www.moneygram.com/-- is a
global payment services company, helping consumers pay bills
quickly and safely send money around the world in as little as 10
minutes.  Its global network is comprised of 180,000 agent
locations in nearly 190 countries and territories.  MoneyGram's
network includes retailers, international post offices and
financial institutions.

The Company posted a net loss of $3,317,000 for the three months
ended June 30, 2009, from net income of $15,161,000 for the same
quarter a year ago.

As of June 30, 2009, the Company had $6,221,272,000 in total
assets and $6,244,573,000 in total liabilities, resulting in
$823,388,000 in stockholders' deficit.


MRS JOHN STRONG: Wants to Auction Assets After Filing for Ch 11
---------------------------------------------------------------
Jacqueline Palank posted at The Wall Street Journal blog,
Bankruptcy Beat, that Mrs. John L. Strong & Co. will seek the
approval of the bankruptcy court for its planned September 23
auction.

According to Bankruptcy Beat, the bankruptcy court will consider
Mrs. John Strong's sale proposal on Wednesday.  Mrs. John Strong,
says Bankruptcy Beat, will propose that bids be submitted at least
two business days before the auction.

Bankruptcy Beat states that Mrs. John Strong already has a
$350,000 bid lined up for its assets from the 1929 Paper Company
LLC, for assets like intellectual property, inventory, raw
materials, furniture, and two unexpired property leases on Madison
Avenue.

Bankruptcy Beat says that the winning bidder will also acquire
Mrs. John Strong's customer and marketing lists.

New York-based Mrs. John L. Strong & Co., LLC, is an 80-year-old
provider of cards, letterhead and swanky invitations for everyone
from Park Avenue socialites to British royalty.  The Company filed
for Chapter 11 bankruptcy protection on July 31, 2009 (Bankr.
S.D.N.Y. Case No. 09-14820).  The Company listed $500 thousand to
$1 million in assets and $500 thousand to $1 million in
liabilities.


NEW MEXICO SOFTWARE: Posts $63MM Net Loss in Quarter Ended June 30
------------------------------------------------------------------
New Mexico Software, Inc., posted a net loss of $63.00 million for
three months ended June 30, 2009, compared with a net loss of
$172.00 million for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $75.00 million, compared with a net loss of $245.00 million for
the same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $824.00 million, total liabilities of $690.00 million and
stockholders' equity of $134.00 million.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that it
incurred cumulative net losses of $14.72 million since its
inception and occasionally requires capital for its contemplated
operational and marketing activities to take place.  The Company's
ability to raise additional capital through the future issuances
of the common stock is unknown.  The obtainment of additional
financing, the successful development of the Company's
contemplated plan of operations, and its transition, ultimately,
to the attainment of profitable operations are necessary for the
Company to continue operations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4413

New Mexico Software, Inc. (OTC:NMXC) develops and markets Internet
technology based software for the management of digital high-
resolution graphic images, documents, video clips, and audio
recordings.  The Company provides Software-as-a-Service solutions
for a variety of industries.  It offers services via its Web-based
technology to customers in any type of commercial business.  Its
software solutions are the service that bridges the gap between
the paper and digital worlds.  In addition to organizing and
archiving, NMSs software solution enables a company to control
access to and dissemination of its digital files, providing
protection of the digital assets.  In May 2008, the Company
created a wholly owned subsidiary called Telerad Service, Inc. to
provide radiological services.


NOEMI YABUT: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Noemi C. Yabut
           aka Noemi Yabut
        3568 Cour De Charles
        San Jose, CA 95148

Bankruptcy Case No.: 09-57550

Chapter 11 Petition Date: September 4, 2009

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

Judge: Roger L. Efremsky

Debtor's Counsel: Saman Taherian, Esq.
                  The Fuller Law Firm
                  60 N. Keeble Ave.
                  San Jose, CA 95126
                  Tel: (408) 295-5595
                  Email: Fullerlawfirmecf@aol.com

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

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

According to the schedules, the Company has assets of at least
$1,328,343, and total debts of $2,425,923.

A list of the Company's 18 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/canb09-57550.pdf

The petition was signed by Noemi C. Yabut.


NORTEK INC: S&P Downgrades Corporate Credit Rating to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Nortek Inc. to 'D' from 'CCC'.  Also,
S&P lowered the issue-level rating on Nortek's 8.5% senior
subordinated notes due 2014 to 'D' from 'CC' and on its
$750 million 10% senior secured notes due 2013 to 'CC' from 'CCC'.

"These ratings actions follow the company's recent announcement
that it elected to forego making a $26.5 million semi-annual
interest payment that was due on Sept. 1, 2009, on its 8.5% senior
subordinated notes due 2014," said Standard & Poor's credit
analyst Tobias Crabtree.  A payment default has not occurred
relative to the legal provisions of the indenture governing the
notes since there is a 30-day grace period to make the payments.
However, S&P considers a default to have occurred, even if a grace
period exists, when the nonpayment is a function of the borrower
being under financial stress -- unless S&P is confident that the
payment will be made in full during the grace period.

At the same time, Nortek entered into a forbearance agreement with
its asset-based revolving credit facility lenders to forbear from
exercising rights and remedies against the company that may exist
as a result of the failure to make the interest payment on the
8.5% notes.  An event of default under Nortek's ABL facility would
trigger a cross-default under the indentures governing
substantially all of Nortek's and parent company NTK Holdings
Inc.'s indebtedness.

In addition, Nortek has entered into a restructuring and lockup
agreement with certain holders of, in aggregate, at least two-
thirds of the outstanding amount of its 8.5% notes, as well as a
substantial portion of the outstanding amount of its 10.75% notes
and 10% notes.  Under the terms of the agreement, Nortek's and NTK
Holdings' note holders will exchange their debt for equity and new
notes.

The company intends to launch a formal process to solicit consent
for the proposed restructuring from the remaining debt holders in
the next few weeks.  Following the conclusion of the solicitation
period, Nortek intends to implement a financial restructuring
through a prepackaged Chapter 11 filing.  The company expects to
reduce debt by approximately $1.3 billion.


NORTH AMERICAN ENERGY: Moody's Assigns Ba3 Rating on $205M Notes
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to North
American Energy Alliance, LLC's proposed $205 million 2nd lien
secured notes due 2016.  At the same time, Moody's has downgraded
to Ba2 from Ba1 the existing $545 million of 1st lien senior
secured credit facilities.  The 1st lien credit facilities are
comprised of an $85 million 1st lien term loan due 2015
($79.15 million currently outstanding); a $340 million 1st lien
term loan due 2015 ($316.6 million currently outstanding); an
$80 million letter of credit facility due 2013; and a $40 million
working capital revolving credit facility due 2013.  The outlook
is stable.

The downgrade reflects expectations that projected EBITDA over the
term of the financing will be lower than initially was projected
by the company due to revised and lowered assumptions of projected
merchant power margins and substantially lower capacity prices in
PJM and ISO-NE.  While a high percentage of output from the NAEA
portfolio is contracted in the mid term, cash flow is expected to
be lower than was initially projected thereafter on merchant power
margins and capacity prices.

The downgrade also reflects the clearing price of capacity
auctions in PJM and ISO-NE that have taken place since the
original financing.  In particular, auctions in ISO-NE cleared at
the floor of $3.60 for the 2011/2012 delivery year, with the
effective price slightly less.  The next auction in ISO-NE is
scheduled for October 2009.  In PJM, the last auction cleared at
$4.26 for the EMAAC region for the delivery year 2012/2013.  The
lower auctions, have resulted in substantially lower EBITDA in
calendar years 2012 and 2013, compared to projections Moody's
received when Moody's first rated the 1st lien credit facilities,
and have reduced expectations for future auctions.  As a result,
the NAEA transaction has higher refinancing risk, as the expected
levels of EBITDA are expected to pay down less principal through
the 100% cash sweep.

The Ba3 2nd lien rating reflects the notching from the 1st lien
facilities due to the 2nd lien security.  Moody's notes that the
ratings are notched close together to reflect Moody's consolidated
approach to analyzing debt metrics and the fact that the 1st and
2nd lien debt would cross default in a default scenario.  Also,
the interest on the 2nd lien debt is paid prior to the sweep in
the cash flow waterfall.  Therefore, Moody's considered both the
consolidated credit metrics in addition to the 1st lien debt
metrics only.

The ratings reflect, among other things, the high proportion of
cash flow that is either contracted or hedged with creditworthy
counterparties.  In addition, the ratings reflect the significant
level of cash equity support the NAEA project has received from
its equity sponsor Industry Funds Management Pty Ltd.  (IFM), an
Australian investment management company.  IFM had originally
invested $816 million in cash equity at the time of the initial
financing/acquisition, and IFM has recently invested an additional
$155 million, the proceeds of which reduced the size of the
unsecured term loan (which will be refinanced by the 2nd lien
notes) and reduced the size of the 1st lien facilities.  To date,
IFM has invested a total of $971 million in NAEA.

The ratings also reflect the risks related to the uncertainty of
the level of capacity payments received through the portfolio's
participation in the capacity markets in PJM and ISO-New England
as well as the risks associated with the portfolio's merchant
power exposure beyond the tenor of the loans.  Furthermore,
revenues earned under the financial hedges provide some cash flow
stability relative to pure merchant cash flow, however, volatility
related to basis risk and other hedge imperfections remain.  There
remains the risk that negative operational events will affect
availability and expose the project to negative settlement events.
In addition, the ratings reflect the increased level of
refinancing risk due to lower than expected paydown of 1st lien
debt.  A Credit Opinion with additional details and ratings
rationale will be posted on www.moodys.com.

The stable outlook reflects the expectation that the portfolio of
projects will generate the cash flows as forecasted, since the
cash flows are predominantly derived from physical tolling
agreements with creditworthy counterparties and known capacity
prices, at least in the mid term.  Further, capacity prices are
continuously established three years in advance through an auction
process.  The outlook also assumes the stability in the credit
quality of the project off-takers and counterparties.  Also, the
outlook assumes that the projects will continue to be operated and
maintained in a manner that allows them to perform as expected.

The new assigned Ba3 rating is predicated upon the final structure
and documentation being consistent with Moody's understanding of
the transaction.

The last rating action was on May 20, 2008, when the 1st lien
ratings of NAEA were first assigned.

North American Energy Alliance, LLC, is a special purpose entity
formed by Industry Funds Management Pty Ltd., an Australian
investment management company.  NAEA owns a portfolio of six power
projects, acquired from Consolidated Edison Development, a
subsidiary of Consolidated Edison, Inc.  The six power generation
facilities are located in two distinct power markets, PJM and ISO-
New England.  The aggregate generating capacity of the six
facilities is 1,706 MWs, consisting of three assets in ISO-New
England and three assets in PJM.  In ISO -- New England, the
Newington Energy Facility accounts for 525 MWs; the EMI facilities
account for 185 MWs; and the EMI Expansion facility accounts for
96 MWs.  In PJM, the Lakewood Facility accounts for 197 MWs
(NAEA's 80% pro rata ownership); the Ocean Peaking Facility
accounts for 351 MWs; and the Rock Springs Facility accounts for
352 MWs.


NOWAUTO GROUP: To Restate June 30, 2008 Financial Report
--------------------------------------------------------
NowAuto Group, Inc., said because of the change in auditor and the
sanctions placed against Moore & Associates Chartered, its
independent registered public account firm, the Company's
Financial Statements for the period ending June 30, 2008 should
not be relied on.

In a regulatory filing with the Securities and Exchange
Commission, the Company said its new independent auditor, Seale &
Beers, CPAs, is re-auditing the Financial Statements for the
period ending June 30, 2009.  A restatement due to an error in
accounting estimate is expected.  All subsequent reports will be
restated as a result.

On August 7, 2009, NowAuto Group's Board of Directors dismissed
Moore.  On the same date, NowAuto Group engaged Seale and Beers as
its new independent registered public account firm.  The Board of
Directors of NowAuto Group and its Audit Committee approved of the
dismissal of Moore and the engagement of Seale and Beers as its
independent auditor.

NowAuto Group said none of the reports of Moore on the Company's
financial statements for either of the past two years or
subsequent interim period contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles, except that
NowAuto Group's audited financial statements contained in its Form
10-K for the fiscal year ended June 30, 2008, a going concern
qualification in the Company's audited financial statements.

During NowAuto Group's two most recent fiscal years and the
subsequent interim periods thereto, there were no disagreements
with Moore whether or not resolved, on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to Moore's
satisfaction, would have caused it to make reference to the
subject matter of the disagreement in connection with its report
on the Company's financial statements.

The dismissal was made in anticipation of sanctions taken by the
Public Company Accounting Oversight Board against Moore.  On
August 27, 2009, the PCAOB revoked the registration of Moore
because of violations of PCAOB rules and auditing standards in
auditing financial statements, PCAOB rules and quality controls
standards, and Section 10(b) of the Securities Exchange Act of
1934 and Rule 10b-5 thereunder, and non-cooperation with a Board
investigation.

Based in Tempe, Ariz., NowAuto Group Inc. (OTC BB: NAUG) --
http://www.nowauto.com/-- operates three buy-here-pay-here used
vehicle dealerships in Arizona.  The company manages all of its
installment finance contracts and purchases installment finance
contracts from a select number of other independent used vehicle
dealerships.  Through its subsidiary, NavicomGPS Inc., the company
markets GPS tracking devices, primarily to independent used
vehicle dealerships.


PACIFIC ENERGY: Abandons Trading Bay Unit After Sale Collapses
--------------------------------------------------------------
Wesley Loy at Petroleum News reports that Pacific Energy Resources
Ltd. has abandoned its minority interest in the Trading Bay unit
in Cook Inlet.

According to Petroleum News, Pacific Energy's effort to sell its
Trading Bay stake failed.  Petroleum News relates that the Hon.
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware signed an order on September 2 granting Pacific Energy
permission to abandon the property and associated contracts.
Pacific Energy said that it couldn't afford to hang onto Trading
Bay any longer due to significant operating losses, Petroleum News
states.

Court documents say, "State law determines which party is
responsible for property once it is abandoned."  According to
court documents, a lawsuit has been filed in state Superior Court
of Alaska to determine who is liable for dismantlement of Trading
Bay offshore platforms.

Judge Carey had approved the sale contingent on the buyer meeting
an August 31 deadline for showing "satisfactory evidence of
financial ability" to meet the obligations, and when lawyers said
at a September 1 hearing that a financing deal was close, the
judge granted Ocar Energy and Pacific Energy a couple of extra
hours to try to close it, Petroleum News relates.  According to
the report, Judge Carey signed an order on September 2 that said,
"No sale transaction . . . could be consummated."

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed between $100 million and
$500 million each in assets and debts.


PEREGRINE PHARMA: Posts $2MM Net Loss for Quarter Ended July 31
---------------------------------------------------------------
Peregrine Pharmaceuticals Inc. posted a net loss of $2.42 million
for three months ended July 31, 2009, compared with a net loss of
$5.08 million for the same period in 2008.

The Company's balance sheet at July 31, 2009, showed total assets
of $26.21 million, total liabilities of $20.99 million and
stockholders' equity of $5.22 million.

The Company said that it needs to raise additional capital through
one or more methods, including but not limited to, issuing
additional equity or debt, in order to support the costs of its
research and development programs.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4416

Headquartered in Tustin, California, Peregrine Pharmaceuticals
Inc. (NASDAQ:PPHM) -- http://www.peregrineinc.com/-- is a
clinical-stage biopharmaceutical company developing monoclonal
antibodies for the treatment of cancer and hepatitis C virus
infection.  The company is advancing three separate clinical
programs with its compounds bavituximab and Cotara that employ its
two platform technologies: Anti-Phosphatidylserine therapeutics
and Tumor Necrosis Therapy.

                        Going Concern Doubt

On July 10, 2009, Ernst & Young LLP expressed substantial doubt
about Peregrine Pharmaceuticals Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements as of the years ended April 30, 2009, and 2008.  The
auditing firm pointed to the Company's recurring losses from
operations and recurring negative cash flows from operating
activities.


PHYSICANS IMAGING: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Physicans Imaging Center of Florida LLC
        4251 Mangrum Court
        Hollywood, FL 33021

Bankruptcy Case No.: 09-28837

Chapter 11 Petition Date: September 4, 2009

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

Judge: John K. Olson

Debtor's Counsel: Craig A. Pugatch, Esq.
                  101 NE 3 Ave #1800
                  Ft Lauderdale, FL 33301
                  Tel: (954) 462-8000
                  Fax: (954) 462-4300
                  Email: capugatch.ecf@rprslaw.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
18 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/flsb09-28837.pdf

The petition was signed by Herbert L. Shick MD, managing member of
the Company.


RAPTOR NETWORKS: Balance Sheet Upside-Down by $18MM as of June 30
-----------------------------------------------------------------
Raptor Networks Technology Inc. has total assets of $1,532,829
against total debts of $19,537,032, all current, resulting to a
stockholders' deficit of $18,004,203 as of June 30, 2009.

The Company recorded a net loss of $10,614,000 on net revenue of
$553,037 for six months ended June 30, 2009.  This compares to a
net loss of $19,237,555 on net revenue of $476,146 during the
year-ago period.

Additionally, the Company also has an accumulated deficit of
$81,842,749 and a working capital deficit of $18,063,156 as of
June 30, 2009, of which $10,674,498 relates to the fair value of
derivative financial instruments.

In September 2008, the Company shifted its principal operating
model from product development to licensing, enabling a reduction
in headcount, footprint and infrastructure, reducing expense run
rates substantially.  There can be no assurance that this shift in
business model will be successful, the Company said.

"The items discussed above raise substantial doubt about the
Company's ability to continue as a going concern," the Raptor
Networks said.

A copy of the Company's second quarter Form 10-Q is available for
free at http://researcharchives.com/t/s?4448

A copy of the Company's first quarter Form 10-Q is available for
free at http://researcharchives.com/t/s?4449

Raptor Networks designs, produces and sells standards-based,
proprietary high-speed network switching technologies.  Its
"distributed network switching technology" allows users to upgrade
their traditional networks with its switches to allow for more
efficient management of high-bandwidth applications.


RASHMI PATEL: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rashmi S. Patel
        5918 Clifton Oaks Dr.
        Clarksville, MD 21029

Bankruptcy Case No.: 09-26736

Chapter 11 Petition Date: September 4, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: David Daneman, Esq.
                  Bishop, Daneman, et al.
                  2 N. Charles St., Suite 500
                  Baltimore, MD 21201
                  Tel: (410) 385-5383
                  Email: ddaneman@bdslegal.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
10 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/mdb09-26736.pdf

The petition was signed by Rashmi S. Patel.


SEAWAY VALLEY: March 31 Balance Sheet Upside-Down by $5.7 Million
-----------------------------------------------------------------
Seaway Valley Capital Corp.'s balance sheet at March 31, 2009,
showed total assets of $22.66 million and total liabilities of
$28.36 million, resulting in a stockholders' deficit of
$5.70 million.

For three months ended March 31, 2008, the Company posted a net
loss of $3.94 million compared with a net loss of $2.93 million
for the same period in 2008.

The Company said that it has a working capital deficit and is in
default on its credit facility.  Its ability to continue as a
going concern is dependent upon achieving sales growth, reduction
of operation expenses and ability of the Company to obtain the
necessary financing to meet its obligations and pay its
liabilities arising from normal business operations when they come
due, and upon profitable operations.

The Company also related that failure to secure additional
financing in a timely manner and on favorable terms if and when
needed in the future could have a material adverse effect on the
Company's financial performance, results of operations and stock
price and require the Company to implement cost reduction
initiatives and curtail operations.  Furthermore, additional
equity financing may be dilutive to the holders of the Company's
common stock, and debt financing, if available, may involve
restrictive covenants, and may require the Company to relinquish
valuable rights.

A full-text copy of the Company's Form 10-Q/A is available for
free at http://ResearchArchives.com/t/s?442f

                        About Seaway Valley

Based in Gouverneur, New York, Seaway Valley Capital Corp. (OTC:
SWVC) -- http://www.seawaycapital.com/-- makes equity, equity-
related, and debt investments in companies that require expansion
capital.  Seaway also seeks investments in leveraged buyouts and
restructurings.  Its current holdings include Patrick Hackett
Hardware Company and North Country Hospitality Inc.

                        Going Concern Doubt

Dannible & McKee, LLP, in Syracuse, New York, expressed
substantial doubt about Seaway Valley Capital Corp.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the fiscal years ended
Dec. 31, 2008, and 2007.  The auditing firm noted that the Company
suffered losses from operations, is in default on a credit
facility and has a working capital deficiency as of Dec. 31, 2008.


SHERYL STILES: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sheryl Ann Stiles
          dba Sheryl Ann Moon
        13315 Darview St.
        San Diego, CA 92129

Bankruptcy Case No.: 09-13383

Chapter 11 Petition Date: September 4, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Chief Judge Peter W. Bowie

Debtor's Counsel: Hugh D. Kelso III, Esq.
                  H.D Kelso & Assoc.
                  8799 Balboa Avenue, Suite 155
                  San Diego, CA 92112
                  Tel: (858) 974-7150 Ext. 13
                  Email: hugh_kelso@yahoo.com

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

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

According to the schedules, the Company has assets of at least
$2,412,620, and total debts of $2,479,742.

A full-text copy of Ms. Stiles' petition, including a list of her
11 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/casb09-13383.pdf

The petition was signed by Ms. Stiles.


SIGNATURE APPAREL: Forced Into Chapter 7 by Two Creditors
---------------------------------------------------------
Hitch & Trail Inc and Talful Ltd. have filed an involuntary
Chapter 7 petition for Signature Apparel Group LLC in the U.S.
Bankruptcy Court for the Southern District of New York.

Santosh Nadgir at Reuters relates that the two creditors are
claiming that Signature Apparel owed them about $8.3 million.

Signature Apparel Group LLC owns the Fetish trademark and holds
the licenses for Rocawear Juniors and Artful Dodger.


SINO ASSURANCE: Going Concern Uncertainty Due to Neg. Cash Flow
---------------------------------------------------------------
Sino Assurance Inc. recorded net income of $168,152 on net revenue
of $928,447,000 for three months ended June 30, 2009, compared
with a net income of $276,952 on net revenue of $923,633 for the
same period in 2008.

The Company had total assets of $5,368,229 against total debts of
$2,346,048, all current.

As of June 30, 2009, the Company has a negative operating cash
flow of $86,469 with the accumulated deficits of $224,865.  "These
factors raise substantial doubt regarding the Company's ability to
continue as a going concern.  The continuation of the Company as a
going concern is dependent upon the continued financial support
from its stockholders, the ability to obtain necessary additional
financing to sustain operations and the attainment of profitable
operations," the Company said in its Form 10-Q submitted to the
U.S. Securities and Exchange Commission.

A copy of the Company's Form 10-Q is available for free at:

            http://researcharchives.com/t/s?4447

Sino Assurance Inc. was incorporated in the State of Delaware on
August 19, 1997 as Sheffield Products, Inc. On November 30, 2004,
the Company changed its name to "Digital Network Alliance
International, Inc." On November 20, 2008, the Company further
changed its current name to "Sino Assurance Inc."

The Company, through its subsidiaries and variable interest
entity, is principally engaged in the provision of surety and
tendering guarantees service to corporations and individuals in
the People's Republic of China.


SIRVA INC: Court Strikes Out $38 Mil. Fraud & Antitrust Claims
--------------------------------------------------------------
The Hon. James M. Peck in the U.S. Bankruptcy Court for the
Southern District of New York has expunged a $38 million claim for
damages in connection with fraud and antitrust allegations against
the now-reorganized debtors in the bankruptcy case of moving and
relocation company Sirva Inc., which owns Allied Van Lines, among
other interests, according to Law360.

The Company and 61 of its affiliates filed separate petitions for
Chapter 11 protection on February 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq., at Kirkland & Ellis,
L.L.P., is representing the Debtor.  When the Debtors filed for
bankruptcy, it reported total assets of US$924,457,299 and total
debts of US$1,232,566,813 for the quarter ended Sept. 30, 2007.
The Court confirmed the Debtor's First Amended Prepackaged Plan on
May 7, 2008.  The Debtors' First Amended Prepackaged Joint Plan of
Reorganization became effective on May 12, 2008.


SIX FLAGS: 32 Units' Schedules of Assets & Debts
------------------------------------------------
Thirty-two debtor affiliates of Six Flags, Inc., filed with the
Court separate schedules of assets and liabilities:

Debtor Entity                         Assets       Liabilities
-------------                      ------------  --------------
Astroworld GP LLC                            $0  $1,129,177,250
Astroworld LP                      $107,916,964  $1,129,177,250
Astroworld LP LLC                            $0  $1,129,177,250
Fiesta Texas Inc.                  $312,960,774  $1,129,949,263
Funtime, Inc.                       $11,778,447  $1,167,744,922
Funtime Parks, Inc.                $733,495,200  $1,129,177,250
Great America LLC                  $683,718,882  $1,130,676,358
Great Escape Holding Inc.                    $0  $1,129,177,250
Great Escapes Rides L.P.            $14,736,489  $1,143,913,739
Great Escape Theme Park L.P.       $107,978,203  $1,144,611,671
Hurricane Harbor GP LLC                      $0  $1,129,177,250
Hurricane Harbor LP                 $63,931,610  $1,129,699,553
Hurricane Harbor LP LLC                      $0  $1,129,177,250
KKI, LLC                            $51,381,339  $1,153,308,156
Magic Mountain LLC                 $435,973,464  $1,132,585,542
Park Management Corp.              $152,989,330  $1,234,782,807
PP Data Services Inc.                $9,833,648  $1,159,544,381
Premier Parks Holdings Inc.                  $0  $1,129,177,250
Premier Parks of Colorado Inc.               $0  $1,129,177,250
Premier Waterworld Sacramento Inc.           $0              $0
Riverside Park Enterprises, Inc.    $87,348,953  $1,204,707,379
SF HWP Management LLC                        $0              $0
SFJ Management Inc.                  $2,410,362  $1,195,060,171
SFRCC Corp.                          $2,212,974      $1,931,287
Six Flags Great Escape L.P.                  $0  $1,129,177,250
Six Flags America LP                $96,837,263  $1,322,001,300
Six Flags America Corporation       $29,076,282  $1,158,253,532
Six Flags Services of Illinois, Inc.         $0  $1,129,177,250
Six Flags Services, Inc.                     $0  $1,129,177,250
Six Flags St. Louis LLC            $137,709,995  $1,131,074,147
South Street Holdings LLC            $1,346,709  $1,129,177,250
Stuart Amusement Company            $69,983,058  $1,146,029,981

                     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: 32 Units' Statements of Financial Affairs
----------------------------------------------------
James Coughlin, Six Flag's, Inc.'s general counsel, reports that
within two years or the Petition Date, these Debtor-affiliates of
Six Flags, Inc., earned these amounts from the operations of
their businesses:

Debtor-affiliate             Period                  Amount
----------------             ------                  ------
Fiesta Texas Inc.            1/1/2009 to
                              6/12/2009             ($81,380)
                              2008               $18,285,278
                              2007                12,970,331

Great America LLC            1/1/2009 to
                              6/12/2009          ($6,037,606)
                              2008               $43,228,001
                              2007               $33,725,840

Great Escape Theme Park L.P. 1/1/2009 to
                              6/12/2009          ($4,367,231)
                              2008                $3,697,865
                              2007                $3,271,552

Hurricane Harbor LP          1/1/2009 to
                              6/12/2009          ($2,495,200)
                              2008                $2,025,284
                              2007                  $880,316

KKI, LLC                     1/1/2009 to
                              6/12/09            ($3,998,200)
                              2008               ($4,742,607)
                              2007               ($9,901,012)

Magic Mountain LLC           1/1/2009 to
                              6/12/2009          ($3,511,279)
                              2008               $20,221,040
                              2007               $11,161,818

Park Management Corp.        1/1/2009 to
                              6/12/2009          ($5,269,391)
                              2008                $3,107,400
                              2007                $2,264,219

PP Data Services, Inc.       1/1/2009 to
                              6/12/2009         ($11,481,723)
                              2008                  $351,209
                              2009                $1,095,610

Riverside Park Enterprises   1/1/2009 to
                              6/1/2009           ($9,802,245)
                              2008               $11,749,078
                              2007                $9,791,126

SDF HWP Management LLC       2007                  $800,520

Six Flags St. Louis LLC      1/1/2009 to
                              6/12/2009          ($6,646,960)
                              2008                $9,862,036
                              2007                $5,576,571

Six Flags Great Adventure
  LLC                         1/01/2009 to
                              6/12/2009         ($22,116,493)
                              2008               $23,989,569
                              2009               $12,720,185

Six Flags America LP         1/1/2009 to
                              6/12/2009          ($8,770,182)
                              2008                $3,090,397
                              2007                $3,789,403

SFRCC Corp                   1/1/2009 to
                              6/12/2009            ($538,264)
                              2008                 ($216,385)

SFJ Management Inc.          2007                (1,011,259)

During the two years immediately preceding the Debtors' Petition
Date, these Debtor-affiliates earned revenues in the form of
interest income and disposal of assets:

                                             Revenue from
                                             Interest Income/
Debtor-affiliate                Period      Disposal of Assets
----------------              ------------  ------------------
Fiesta Texas Inc.             1/1/2009 to
                               6/12/2009             $8,471,080
                               2008                 $16,558,500
                               2009                 $13,412,600

Funtime Parks, Inc.           1/1/2009 to
                               6/12/2009            $32,150,800
                               2008                 $66,478,900
                               2007                 $63,147,200

Great America LLC             2008                     $30,800
                               2007                    $482,707

Great Escape Theme Park L.P.  1/1/2009 to
                               6/12/2009             $2,542,930
                               2008                   4,994,103
                               2007                       3,302

Hurricane Harbor LP           1/1/2009 to
                               6/12/2009             $1,782,180
                               2008                    $401,679
                               2007                  $2,678,900

Park Management Corp          2007                  $9,475,224

Riverside Park
  Enterprises, Inc.            2008                     $50,000
                               2007                      20,000

Six Flags St. Louis LLC       1/1/2009 to
                               6/12/2009                   $573
                               2007                     $14,500

Six Flags Great Adventure LLC 1/1/2009 to
                               6/12/2009                 $8,628
                               2008                     $30,345
                               2007                     $75,000

Six Flags America LP          1/1/2009 to
                               6/12/2009               $200,000
                               2008                    $250,000

Within 90 days immediately preceding the Petition Date, these
Debtor-affiliates made payments to various creditors:

-- Fiesta Texas Inc.
    See http://bankrupt.com/misc/FiestaTX_sofa3b.pdf

-- Great America LLC
    See http://bankrupt.com/misc/GreatAM_sofa3b.pdf

-- Great Escape Theme Park L.P.
    See http://bankrupt.com/misc/GETP_sofa3b.pdf

-- Hurricane Harbor LP
    See http://bankrupt.com/misc/Hurcanehrbr_sofa3b.pdf

-- KKI, LLC
    See http://bankrupt.com/misc/KKI_sofa3b.pdf

-- Magic Mountain LLC
    See http://bankrupt.com/misc/MgcMountain_sofa3b.pdf

-- Park Management Corp.
    See http://bankrupt.com/misc/ParkMgtCorp_sofa3b.pdf

-- PP Data Services, Inc.
    See http://bankrupt.com/misc/PPDataSvcs_sofa3b.pdf

-- Riverside Park Enterprises Inc.
    See http://bankrupt.com/misc/RiversideParkEnt_sofa3b.pdf

-- Six Flags St. Louis LLC
    See http://bankrupt.com/misc/SFstlouis_sofa3b.pdf

-- Six Flags Great Adventure LLC
    See http://bankrupt.com/misc/SFGA_sofa3b.pdf

-- Six Flags America LP
    See http://bankrupt.com/misc/SFAmerica-sofa3b.pdf

-- SFRCC Corp.
    See http://bankrupt.com/misc/SFRCC_sofa3b.pdf

Mr. Coughlin reports that these Debtor-entities made payments to
company insiders during the one year period prior to the Petition
Date, but the items containing the payment information is
redacted:

-- Fiesta Texas Inc.
-- Great America LLC
-- Great Escape Theme Parks, L.P.
-- KKI, LLC
-- Magic Mountain LLC
-- PP Data Services, Inc.
-- Riverside Park Enterprises Inc.
-- Six Flags Services, Inc.
-- Six Flags Services of Illinois, Inc.
-- Six Flags Great Adventure LLC
-- Six Flags America LP

Within one year immediately preceding the Petition date, these
affiliates became parties to civil or personal injury lawsuits:

Debtor-affiliate                               No. of Cases
----------------                               ------------
Astroworld LP                                             1
Fiesta Texas, Inc.                                       10
Funtime, Inc.                                             1
Great America LLC                                        25
Great Escape Holding Inc.                                 2
Great Escape Rides L.P.                                   3
Great Escape Theme Park L.P.                              1
Hurricane Harbor GP LLC                                   4
Hurricane Harbor LP                                       6
KKI, LLC                                                 11
Magic Mountain LLC                                       28
Park Management Corp.                                    14
Stuart Amusement Company                                  2
Premier WaterWorld Sacramento Inc.                        2
Riverside Park Enterprises Inc.                          18
Six Flags St. Louis LLC                                  53
Six Flags Services of Illinois, Inc.                      5
Six Flags Great Escape L.P.                               6
Six Flags Great Adventure LLC                            61
Six Flags America Property Corporation                    1
Six Flags America LP                                     17
SFJ Management Inc.                                       4

These Debtor-affiliates made contributions to various charitable
institutions within one year prior to the Petition Date:

Debtor-affiliate                          Value of Donation
----------------                          -----------------
Fiesta Texas, Inc.                                   $1,300
Great Escape Theme Park L.P.                        $17,118
KKI, LLC                                             $9,000
Magic Mountain LLC                                  $29,304
Riverside Park Enterprises Inc.                     $23,886
Six Flags St. Louis LLC                                $768
Six Flags Great Adventure LLC                       $17,704

These Debtor-affiliates incurred losses due injury of visitors or
other casualty within one year to the Petition Date.  The damages
however, were covered in whole or in part by insurance:

Debtor-affiliate                                     Amount
----------------                                     ------
Fiesta Texas Inc.                                   $30,528
Great Escape Theme Park L.P.                        $50,109
Hurricane Harbor LP                                $106,845
KKI, LLC                                           $153,000
Magic Mountain LLC                                 $153,000
Park Management Corp.                               $34,500
Riverside Park Enterprises Inc.                     $66,005
Six Flags St. Louis                                 $64,723
Six Flags Services, Inc.                            $28,000
Six Flags America LP                             $1,874,894

Within two years to the Petition Date, Hurricane Harbor LP has
transferred property as security valued at $341,562, to the City
of Arlington, Texas.

Fiesta Texas Inc., Funtime, Inc., Great America LLC, Magic
Mountain LLC, Park Management Corp., and Six Flags St. Louis
received separate notices from governmental units regarding
potential liabilities for violation of certain environmental
laws.

Funtime, Inc., Great America LLC, Park Management Corp.,
Riverside Park Enterprises Inc., and Six Flags Great Adventure
LLC have provided notice of release of hazardous  materials, to
different governmental units concerned with environmental
protection.

Fiesta Texas Inc., Funtime, Inc., Magic Mountain LLC, Riverside
Park Enterprises Inc., and Six Flags St. Louis were parties to
separate administrative proceedings involving Environmental Law
filed by different agencies concerned with environmental
protection.

Mr. Coughlin reported that within two years to the Petition Date,
Kyle Bradshaw, Lenny Russ, and Jeff Speed kept or supervised the
keeping of books of accounts and records of these Remaining
Debtors, as applicable, or were in possession of those books and
records as of the Petition Date.

-- Astroworld GP LLC
-- Astroworld LP
-- Astroworld LP LLC
-- Funtime, Inc.
-- Funtime Parks, Inc.
-- Great Escape Holding Inc.
-- Hurricane Harbor GP LLC
-- Hurricane Harbor LP
-- Hurricane Harbor LP LLC
-- PP Data Services, Inc.
-- Premier Parks Holdings Inc.
-- Premier Parks of Colorado Inc.
-- Premier Waterworld Sacramento Inc.
-- SFJ Management Inc.

The books and records of Fiesta Texas Inc., within two years
immediately preceding the Petition Date were kept or supervised
by Sandy Wemer and Tona Gidler, Controllers; Chris Haaland,
Finance Director.

The books and records of Great America LLC and Six Flags Services
of Illinois, within two years immediately preceding the Petition
Date were kept or supervised by Pamela Harrower, Finance Director
and Cynthia Riesing, Controller.

The books and records of these Debtor-affiliates, within two
years immediately preceding the Petition Date are kept or
supervised by Amy Van Alstyne and Adam Lundin Controllers; and
Jack Fox, Finance Director.

-- Great Escape Holding Inc.
-- Great Escape Theme Park L.P.
-- SF HWP Management LLC
-- Six Flags Great Escape L.P.

The books and records of KKI LLC, within two years immediately
preceding the Petition Date are kept or supervised by Brent
Hight, Finance Director and Brad Peterson, Controller.

The books and records of Magic Mountain LLC, within two years
immediately preceding the Petition Date were kept or supervised
by David Groh and Scott McClellan Finance Directors, Camela
Goujon, Assistant Accounting Manager and Deborah Howell,
Controller:

The books and records of Park Management Corp., within two years
immediately preceding the Petition Date are kept or supervised by
Omar Percich and Pam Omaas, Controllers; and Jodi Davenport,
Finance director.

The books and records of South Street Holdings LLC, Stuart
Amusement Company and Riverside Park Enterprises, within two
years immediately preceding the Petition Date were kept or
supervised by Michael Hoffman, Finance Director, and Donna Leger,
Controller.

The books and records of Six Flags St. Louis LLC, within two
years immediately preceding the Petition Date are kept or
supervised by Curtis Stoll and Linda Leggitt, Controllers; and
Mary Schamel, Finance Director:

The books and records of Six Flags Services, Inc. and Six Flags
Great Adventure, within two years immediately preceding the
Petition Date are kept or supervised by Leonard Turtora and
William Lambeth, Finance Directors; and Joseph Fair and Gary
Natter, Controllers.

The books and records of Six Flags America Property Corporation
and Six Flags America LP, within two years immediately preceding
the Petition Date were kept or supervised by Marty Donnelly,
Saunadra Hicks and Benjamin Gidney, Controllers; Luis Carrasco,
Finance Director; and Rick Howarth, General Manager:

The books and records of SFRCC Corp., within two years
immediately preceding the Petition Date are kept or supervised by
Jeff Speed, Chief Financial Officer; Kyle Bradshaw, SVP for
finance and Brian Wilcox Jr., finance director.

The last two inventories on certain of these Debtors-affiliates
were conducted or supervised by these individuals or entities, as
applicable:
                                                         Total
Debtor-affiliate              Supervisor               Amount
----------------              ----------               ------
Fiesta Texas Inc.             Joseph Brown         $6,080,257
                               Philip Ingle
                               Lenny Schelstrate
                               Mike Slagle

Great America LLC             Mark Murrens         $3,346,686
                               Jim Allie
                               Dawn Shefsky

Great Escape Theme            Sarah Chapin         $1,951,160
   Park L.P.                   Joe Sciancalepore
                               Rachel Doninger
                               Terry Hopkins

Hurricane Harbor LP           Jamie Parker
                               Mike Davis

KKI, LLC                      Bill Norton          $1,601,593
                               Jeanette Thompson
                               Vemon Jeter

Magic Mountain                Dan Holland          $6,545,242
                               Doug Mura
                               Robert Bustle
                               Brandon Smith

Park Management Corp.         Rick Romero          $4,443,376
                               Vanessa Cabos
                               Tiffany Rogers

Riverside Park                Joe Wandolowski      $4,516,807
   Enterprises Inc.            Libby Sussman
                               Jessie Johnson
                               Stephanie Cunningham
                               Washington Inventory
                                  Services
                               SFNE Retail Staff

Six Flags St. Louis LLC       Michael Walleman     $3,238,936
                               Justin Sharpe
                               Chris Derby
                               Nick Pitzer

Six Flags Great Escape L.P.   Sarah Chapin         $2,265,809
                               Joe Sciancalepore
                               Rachel Doninger
                               Terry Hopkin

Six Flags Great Adventure     Joe Zdunek           $8,988,260
                               Allyson Avallone
                               Denny Gyurisin

The persons having possession or custody of the records of the
last two inventories of these Debtor-affiliates, as applicable,
are:

Debtor-affiliate                Custodian
----------------                ---------
Fiesta Texas Inc.               Philip Ingle
                                 Joseph Brown
                                 Lenny Schelstrate
                                 Mike Slagle

Great America LLC               Mark Murrens
                                 Jim Allie
                                 Dawn Shefsky

Great Escape Theme Park L.P.    Sarah Chapin
                                 Joe Sciancalepore
                                 Rachel Doninger
                                 Terry Hopkins

Hurricane Harbor LP             Jamie Parker
                                 Mike Davis

KKI, LLC                        Vemon Jeter
                                 Keith Klusman
                                 David Cook

Magic Mountain LLC              Alison Glaser
                                 Nicole Fraudenberg
                                 Alison Glaser
                                 Anita Bissonette
                                 Cherise Gustaveson

Park Management Corp.           Finance
                                 Retail


Riverside Park Enterprises
  Inc.                           Donna Leger

Six Flags St. Louis LLC         Justin Sharpe
                                 Chris Derby
                                 Nick Pitzer

Six Flags Great Escape L.P.     Sarah Chapin
                                 Joe Sciancalepore
                                 Rachel Doninger
                                 Terry Hopkins

Six Flags Great Adventure LLC   Joe Zdunek
                                 Emmie Savage
                                 Denny Gyurisin

Six Flags America LP            Walter Hight

                     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: G. Osborne Asks for Probe on True Worth
--------------------------------------------------
In a letter to Judge Christopher S. Sontchi dated August 12,
2009, Gardner C. Osborne, an investor with the Debtors' 2013
Bonds, tells the Court he believes the Debtors filed a bankruptcy
petition that does not represent the true worth of the company.
Further, Mr. Osborne asked the Court to investigate other
opinions and suggest that the company's true value lies somewhere
between $1 billion and $2 billion, and not just $1 billion, as
the company declared in June 2009.

Mr. Osborne tells the Court that Six Flags valued the company at
$2 billion in April 2009.

                     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: Hearing on Amended Plan Outline on October 8
-------------------------------------------------------
Judge Christopher S. Sontchi of the United States Bankruptcy
Court for the District of Delaware will convene a hearing on
October 8, 2009, at 10:00 a.m., prevailing Eastern Time, to
consider the adequacy of the Disclosure Statement explaining the
First Amended Joint Plan of Reorganization filed by Six Flags,
Inc., and its debtor affiliates.  Objections are due October 1,
2009, at 4:00 p.m. Prevailing Eastern Time.

Meanwhile, Stark Investments and its affiliates, as investment
advisor to holders of senior notes issued by the Debtors, disagree
with the Disclosure Statement explaining the Debtors' Amended
Joint Plan of Reorganization.  Neil B. Glassman, Esq., at Bayard,
P.A., in Wilmington, Delaware, complains that the Disclosure
Statement is, on its face, inadequate and fails to contain
adequate information as required by Section 1125 of the Bankruptcy
Code.  The Amended Disclosure Statement, as proposed, does not
provide sufficient disclosure concerning a number of key aspects
of the proposed Amended Plan, including, among other things,
sufficient information regarding the Debtors' assets and business,
the business projections and valuation issues, he adds.

As previously reported by the TCR, Six Flags, Inc., Premier
International Holdings, Inc., and their debtor affiliates
delivered to the U.S. Bankruptcy Court for the District of
Delaware a first amended joint plan of reorganization and an
accompanying disclosure statement, dated August 20, 2009.

The First Amended Plan, among others, reflects estimated recovery
and amounts for classified claims, and adds one class of claim --
Funtime, Inc. Unsecured Claims.  The Amended Plan also includes
financial projections and valuation and liquidation analyses.

Under the First Amended Plan, the Debtors estimate that the
reorganization value of Six Flags will range between
approximately $1.12 billion and $1.38 billion, with a midpoint
value of $1.25 billion, as of an assumed Effective Date of
December 31, 2009.

Under the Plan, the holders of Prepetition Credit Agreement
Claims against Six Flags Theme Parks Inc. and certain of its
wholly-owned domestic subsidiaries will convert those Claims into
(i) approximately 92% of the New Common Stock to be issued by
Reorganized SFI, subject to dilution by the Long-Term Incentive
Plan, and (ii) a new term loan in the aggregate amount of
$600 million.

Based on the Debtors' estimate of Allowed Claims as of an assumed
December 31, 2009 Plan Effective Date in these Reorganization
Cases, the First Amended Plan provides for a recovery of:

  -- approximately 92.2% to 112.8% to holders of Six Flags Theme
     Parks, Inc. Prepetition Credit Agreement Claims;

  -- a 100% recovery for the holders of all Other Secured
     Claims;

  -- a 100% recovery for the holders of Unsecured Claims against
     all Debtors other than SFO and SFI;

  -- 8.2% to 12.4% to holders of Unsecured SFO Claims;

  -- 0.4% to 0.6% to holders of Unsecured SFI Claims; and

  -- no recovery for holders of Funtime, Inc. Claims,
     Subordination Securities Claims and Pre-confirmation Equity
     Interests in SFI.

A blacklined version of the First Amended Disclosure Statement is
available for free at:

        http://bankrupt.com/misc/sixf_1stplanblackline.pdf

A blacklined version of the First Amended Chapter 11 Plan is
available for free at:

         http://bankrupt.com/misc/sixf_1stdsblackline.pdf


                     About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Revised Budget for Cash Collateral Use
-------------------------------------------------
Pursuant to the Final Cash Collateral Order entered by the
Bankruptcy Court, JPMorgan Chase Bank, N.A., as Administrative
Agent, and the Lenders agreed to permit the Debtors to use their
Cash Collateral for the period through the Termination Date,
subject to the terms and conditions set forth in the Final Cash
Collateral Order.  Furthermore, the Debtors are authorized to
modify the Budget; provided that the modification complies with
the terms and conditions of the Final; Cash Collateral Order.

In accordance with the Final Cash Collateral Order, the Debtors
submitted to Judge Christopher S. Sontchi of the United States
Bankruptcy Court for the District of Delaware, their revised
budget, a full-text copy of which is available for free at:

    http://bankrupt.com/misc/SixF_rev_cashcollbudget.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).


SPORT CHALET: Files Script of Option Exchange Conference Call
-------------------------------------------------------------
Sport Chalet, Inc., on August 21, 2009, filed a definitive proxy
statement with the Securities and Exchange Commission for use at
its annual meeting of stockholders to be held on September 15,
2009.  The Definitive Proxy Statement contains a proposal asking
the stockholders of the Company to approve a one-time program in
which the Company will offer each option holder eligible to
participate an opportunity to exchange outstanding stock options
to purchase shares of the Class A Common Stock for new options to
purchase fewer Class A Shares at the fair market value of the
Class A Shares on the date the new options are granted.

In connection with the proposed Option Exchange, the Company filed
with the SEC a Schedule 14A to share a script of the conference
call given by Craig Levra, the Chairman and Chief Executive
Officer and Howard Kaminsky, the Chief Financial Officer on
September 2, 2009, regarding the proposed Option Exchange.  A
full-text copy of the script is available at no charge at:

              http://ResearchArchives.com/t/s?444a

As reported by the Troubled Company Reporter on August 31, 2009,
Mr. Levra indicated in a memorandum that the stock option exchange
program "increases employees' ability to share in the Company's
future success."  The program follows this Proposed Timeline:

     September 12, 2009 -- black out period begins prior to market
                           open (15 days before second quarter
                           ends) pursuant to Sport Chalet's
                           Insider Trading Policy

     September 15, 2009 -- annual stockholders meeting (seeking
                           stockholder approval of the employee
                           stock option exchange program)

     September 27, 2009 -- second quarter ends

     October 1, 2009    -- employee stock option exchange program
                           election period begins

     October 16, 2009   -- employee stock option exchange program
                           election period ends

     November 4, 2009   -- Sport Chalet issues second quarter
                           press release

     November 6, 2009   -- black out period ends after market
                           close (two days after issuing second
                           quarter press release) and earliest
                           date of grant for the new options
                           (after market close) for the employee
                           stock option exchange program

The stock option exchange program has not yet commenced.

As of June 28, 2009, the Company had $158.3 million in total
assets; $104.3 million in total current liabilities, and
$24.8 million in deferred rent, resulting in stockholders' equity
of $29.1 million.

The Company has said its primary capital requirements are for
inventory, store relocation and remodeling.  Historically, cash
from operations, credit terms from vendors and bank borrowing have
met its liquidity needs.  For the foreseeable future, the Company
said its ability to continue its operations and business is
dependent on its cash flow from operations and borrowing capacity.
Comparable store sales for the past eight quarters from the second
quarter of fiscal 2008 to the first quarter of fiscal 2010 are -
2.2%, -6.9%, -8.8%, -11.1%, -6.7%, -15.4%, -17.7% and -14.7%,
respectively.  More recently, for the Company second quarter
through August 2, 2009, it has experienced a 10.4% decline in
comparable store sales.  In the event sales decline at a rate
greater than anticipated to support the loan covenants, the
Company warned it may have insufficient working capital to
continue to operate its business as it has been operated, or at
all.

As a result of the comparable store sales decline, the Company is
focused on reducing operating expenses and improving liquidity
through cost reductions and other initiatives.

The amount the Company can borrow under its credit facility with
Bank of America, N.A., is limited to a percentage of the value of
eligible inventory, minus certain reserves.  A significant
decrease in eligible inventory due to the aging of inventory, an
unfavorable inventory appraisal or other factors, could have an
adverse effect on its borrowing capabilities under its credit
facility, which may adversely affect the adequacy of its working
capital.

                        About Sport Chalet

Sport Chalet, Inc. (Nasdaq: SPCHA, SPCHB) --
http://www.sportchalet.com/-- founded in 1959 by Norbert Olberz,
operates full service specialty sporting goods stores in
California, Nevada, Arizona and Utah.  The Company offers more
than 50 services for the serious sports enthusiast, including
backpacking, canyoneering, and kayaking instruction, custom golf
club fitting and repair, snowboard and ski rental and repair,
SCUBA training and certification, SCUBA boat charters, team sales,
racquet stringing, and bicycle tune-up and repair throughout its
55 locations.


STAR TRIBUNE: Insurers Balk Plan's Treatment of Insurance Policy
----------------------------------------------------------------
ACE American Insurance Co., a number of its subsidiaries and
ESIS Inc., insurers of Star Tribune Holdings Corp., have objected
to the Debtor's Chapter 11 plan, calling it unclear on the
treatment of its insurance policies and saying it could prejudice
the insurers' rights to defend claims and arbitrate certain
disputes, according to Law360.

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com/-- operates the largest newspaper
in the state of Minnesota and published seven days each week in an
edition for the Minneapolis-Saint Paul metropolitan area.  The
Company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr.
S.D.N.Y. Lead Case No. 09-10244).  Marshall Scott Huebner, Esq.,
James I. McClammy, Esq., and Lynn Poss, Esq., at Davis Polk &
Wardwell, represent the Debtors in their restructuring efforts.
Blackstone Advisory Services L.P. is the Debtors' financial
advisor.  The Garden City Group, Inc., serves as noticing and
claims agent.  Scott Cargill, Esq., and Sharon L. Levine, Esq., at
Lowenstein Sandler PC, represent the official committee of
unsecured creditors.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $100 million
and $500 million each.


STERLING SILVER: Alberta Star Eyes Corporate Assets
---------------------------------------------------
Vancouver, British Columbia-based Alberta Star Development Corp.
reports that it continues to be a party of interest with the
United States Bankruptcy Court for the District of Idaho in the
matter regarding the Sterling Silver Mining Company and its
corporate assets situated in the Coeur d' Alene, Idaho mining
district, Idaho.  As a party of interest, Alberta Star said it is
interested in pursuing options with Sterling Mining and its
related assets.

Alberta Star believes that there will continue to be a number of
attractive acquisition opportunities available to the Company.
Alberta Star has and continues to conduct due diligence reviews on
a number of resource opportunities, including a number of advanced
stage mineral exploration projects that meet the Company's
corporate mandate of acquiring opportunities with established
resources, expansion potential, infrastructure, cash flow and near
term cash flow.  However, investors are cautioned that there can
be no assurance that a transaction could be completed on terms
satisfactory to the Company, or at all.

Alberta Star maintains a strong balance sheet and has no long term
debt.  Alberta Star continues to maintain seasoned and qualified
management and seeks to fulfill its stated mandate of acquiring a
world class advanced stage exploration and production projects.

Alberta Star is a Canadian mineral exploration company that
identifies, acquires, finances advanced stage mineral exploration
projects.  The Company is committed to creating long term
shareholder value through the discovery of base and precious
metals.

                       About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over
360 million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine Mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.  In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.

Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178).  Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered
represents the Debtor as counsel.


SUN STATE TREES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sun State Trees & Property Maintenance, Inc.
        295 Lymann Road
        Casselberry, FL 32707

Bankruptcy Case No.: 09-13206

Chapter 11 Petition Date: September 4, 2009

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

Judge: Karen S. Jennemann

Debtor's Counsel: Prabodh C. Patel, Esq.
                  Straus & Patel, P.A.
                  118 West Orange Street
                  Altamonte Springs, FL 32714
                  Tel: (407) 331-5505
                  Fax: (407) 331-6308
                  Email: lpather@moyerstrauspatel.com

Estimated Assets: $0 to $50,000

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

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

             http://bankrupt.com/misc/flmb09-13206.pdf

The petition was signed by Randall A. Nellis, president of the
Company.


SYDELL INC: Files Chapter 11 as Demand for Spa Treatments Drops
---------------------------------------------------------------
Sydell Inc., doing business as Spa Sydell, has filed for Chapter
11 bankruptcy protection in the U.S. Bankruptcy Court for the
Northern District of Georgia, listing $4.3 million in debts and $5
million in assets.

Spending on luxury items like spa treatments has fallen in the
recession, Rachel Tobin Ramos and David Markiewicz at The Atlanta
Journal-Constitution reports, citing Atlanta bankruptcy attorney
Scott Riddle.  The Journal-Constitution quoted Sydell CEO Richard
Harris as saying, "Due to the current economic times and for the
continued future of Spa Sydell, it was necessary for us to take
this proactive step."

Court documents say that Sydell has $2.25 million in unsecured
debt, $743,000 of which is owed on leases for six retail
locations.  According to the Journal-Constitutional, hundreds of
unsecured creditors -- including Georgia Department of Revenue,
whom Sydell owes more than $200,000 -- are listed, mostly for
trade debt, from radio station and newspaper advertising to
business cards, shipping and catering.  BB&T is listed as a
secured creditor, whom Sydell has a $1.8 million loan.

Sydell said that its six-spa chain will continue to operate and
will sell and honor gift certificates, the Journal-Constitutional
states.  According to the report, Sydell is adding a seventh
location in Roswell.

Spa Sydell is a purveyor of pampering in metro Atlanta for more
than a quarter-century.  The chain features services like massage,
facials, manicures, microdermabrasion, and reflexology.  The
Company started with a single location in Buckhead in 1982 and has
changed names and expanded since.  It has about 350 employees.


TERRAINE SAUNDERS: Case Summary & 25 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Terraine Saunders
        PO Box 15493
        Arlington, VA 22215-0493

Bankruptcy Case No.: 09-26664

Chapter 11 Petition Date: September 4, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: David W. Cohen, Esq.
                  Law Office of David W. Cohen
                  1 N. Charles St., Suite 350
                  Baltimore, MD 21201
                  Tel: (410) 837-6340
                  Email: dwcohen79@jhu.edu

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

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

According to the schedules, the Company has assets of at least
$1,956,980, and total debts of $2,593,123.

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

              http://bankrupt.com/misc/mdb09-26664.pdf

The petition was signed by Terraine Saunders.


TH PROPERTIES: In Default for Uncompleted Whitfield Project
-----------------------------------------------------------
Sarah Fulton at The Morning Call reports that Upper Macungie
Township supervisors have declared TH Properties LP in default for
failing to complete improvements at the Whitfield development.

The Morning Call quoted township solicitor Andrew Schantz as
saying, "All four of the phases [in Whitfield] are in default
because those improvements have not been completed within 12
months."

Citing township engineer Dean Haas, The Morning Call relates that
work is yet to be done at detention basins and along roads within
the development.  The Morning Call notes that other work may
needed according to new requirements from the state Department of
Environmental Protection, which Mr. Haas says poses a problem as
the permits for the basins are in the name of the developer.  The
township couldn't perform any work until the permit is transferred
to its name, the report states.

The Morning Call reports that community development director Bruce
Wlazelek suggested that the township contact TH Properties to see
if company officials will sign over the DEP permits, before taking
any legal action.

According to The Morning Call, developers are required to post a
letter of credit or place money in escrow to ensure infrastructure
improvements will be completed.

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Barry E.
Bressler, Esq., at Schnader, Harrison, Segal & Lewis, LLP, and
Natalie D. Ramsey, Esq., at Montgomery McCracken Walker and Rhoads
LLP represent the Debtors in their restructuring efforts.  The
Debtors listed assets between $100 million and $500,000,000, and
debts between $10 million and $50 million.


THOMAS TODD PITTENGER: Case Summary & 16 Largest Unsec. Creditors
-----------------------------------------------------------------
Joint Debtors: Thomas Todd Pittenger
               Elizabeth Long Pittenger
               500 Florida Street
               Orlando, FL 32806

Bankruptcy Case No.: 09-20011

Chapter 11 Petition Date: September 4, 2009

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

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

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

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

According to the schedules, the Company has assets of at least
$1,059,264, and total debts of $1,033,024.

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

            http://bankrupt.com/misc/flmb09-20011.pdf

The petition was signed by the Joint Debtors.


TOYS R US: Net Earnings Increases to $27MM for 2nd Fiscal Quarter
-----------------------------------------------------------------
Toys "R" Us, Inc., on Friday reported results for its second
quarter beginning May 3, 2009, and ending August 1, 2009.  The
Company said net earnings increased to $27 million for the second
quarter of fiscal 2009, compared to $13 million for the second
quarter of fiscal 2008.  Operating earnings increased to
$86 million for the second quarter of fiscal 2009, compared to
$79 million for the second quarter of fiscal 2008.

Net sales during the second quarter of fiscal 2009 were
$2.567 billion, compared to $2.771 billion for the second quarter
of fiscal 2008.  Foreign currency translation contributed to
$59 million of this decrease.  Comparable store net sales
decreased by 7.2% and 3.9% in the second quarter of fiscal 2009
for the Company's Domestic and International segments,
respectively.  The majority of the decline in net sales was in the
entertainment products category, specifically video game hardware
and software, driven by the industry-wide weakness of those
businesses.

Higher-margin products sold much better than lower-margin video
games.  This is reflected in the improved gross margin rate of
37.0%, which represents an increase from 36.6% in the second
quarter of fiscal 2008.  SG&A expense for the quarter decreased by
6.4%, or $57 million.  The favorable SG&A comparison benefited
from $22 million related to foreign currency translation.

"We are pleased with our performance for the first half of this
year and believe our results clearly demonstrate that we can
successfully operate and achieve results in any economic
environment.  Our second quarter results delivered on our
expectations, and the team did a great job growing margin rate
while managing expenses," said Jerry Storch, Chairman and CEO,
Toys "R" Us, Inc.

"At the same time, we remain aggressive in positioning the company
for long-term growth and increasing our market share as the
leading specialty toy and baby products retailer.  In the second
quarter, we announced the acquisition of the legendary FAO
Schwarz.  This followed our first quarter strategic acquisitions
of eToys.com, babyuniverse.com, ePregnancy.com and Toys.com. And,
just this week, we added KB Toys to our growing portfolio of
family-friendly brands."

"We continue to make prudent capital investments to expand our
business, domestically and around the world. During the second
quarter, we added two "R" Superstores and completed nine side-by-
side store conversions in the U.S.  We also opened four new
Toys"R"Us stores internationally," continued Mr. Storch.

Other income increased to $64 million in the second quarter of
fiscal 2009, compared to $53 million in the second quarter of the
prior year.  The second quarter of fiscal 2009 included a
$51 million gain from a litigation settlement with Amazon.com, and
the second quarter of fiscal 2008 included a $39 million gain on
the liquidation of the Company's Hong Kong subsidiary.

Adjusted EBITDA for the second quarter of fiscal 2009 was
$145 million, compared to $147 million in the second quarter of
fiscal 2008.

Interest rates on borrowings were down for the second quarter
compared to the same period in fiscal 2008.  The increase in net
interest expense to $115 million compared to $96 million in the
second quarter of fiscal 2008 was driven by changes in the fair
value of derivatives which do not qualify for hedge accounting and
the write-off of deferred fees related to the repayment of the
company's unsecured credit agreement.  Income tax benefit
increased by $28 million, which was primarily attributable to the
reversal of deferred tax liabilities associated with undistributed
earnings of one of the Company's non-U.S. subsidiaries that are
now considered to be invested indefinitely.

Mr. Storch continued, "During this quarter, we were very pleased
to have completed both the $950 million senior unsecured note
offering and the extension of our secured revolving credit
facility.  The execution of these two transactions has well
positioned us to address our remaining obligations that mature in
the future."

As of August 1, 2009, the company had $8.172 billion in total
assets; total current liabilities of $2.085 billion, long-term
debt of $5.496 billion, deferred tax liabilities of $55 million,
deferred rent liabilities of $269 million, and other non-current
liabilities of $372 million.  As of August 1, 2009, the company
had Toys "R" Us, Inc. stockholders' deficit of $214 million and
noncontrolling interest of $109 million, and total stockholders'
deficit of $105 million.

On August 26, 2009, the company sold an idle distribution center
for $14 million.

The company ended the second quarter of fiscal 2009 with cash and
unused credit lines of roughly $1.543 billion, including roughly
$98 million that was available to its Japan subsidiary.  Long-term
debt was lowered by $409 million to $5.496 billion at the end of
the second quarter of fiscal 2009 compared to the second quarter
of fiscal 2008, primarily due to the pay down and refinancing of
the company's $1.3 billion unsecured credit agreement.  Capital
spending for the quarter decreased $82 million to $93 million, as
the company has taken, and continues to take, steps to moderate
capital spending prudently in this economic environment.  Total
inventory at the end of the second quarter was down $29 million or
1.3%, compared to the same period in fiscal 2008.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4431

Toys "R" Us, headquartered in Wayne, New Jersey, is the largest
specialty retailer of toys, with annual revenues of around $14
billion.  It operates stores both in the U.S. and internationally,
as well as the Babies "R" Us format.


TOYS R US: Acquires KB Toys Brand for $2.1 Million
--------------------------------------------------
Toys "R" Us said that it acquired at a bankruptcy auction KB Toys
Inc.'s trademarks and intellectual property, including the Web
site KBToys.com, for $2.1 million, James Covert at New York Post
reports.

According to NY Post, Toys "R" Us hasn't yet decided what to do
with KB Toys.

Citing Needham & Co. analyst Sean McGowan, NY Post relates that
noting that KB Toys had run its Web site partly as a venue for
closeouts, Toys "R" Us might do the same.

Toys "R" Us, headquartered in Wayne, New Jersey, is the largest
specialty retailer of toys, with annual revenues of around $14
billion.  It operates stores both in the U.S. and internationally,
as well as the Babies "R" Us format.

At May 2, 2009, the Company had $8,303,000,000 in total assets;
$2,144,000,000 in current liabilities, $5,646,000,000 in long-term
debt, $72,000,000 in deferred taxes, $265,000,000 in deferred
rent, and $367,000,000 of Other non-current liabilities;
$297,000,000 in Toys "R" Us, Inc. stockholders' deficit, and
$106,000,000 in Noncontrolling interest; and Total stockholders'
deficit of $191,000,000.


TRAVELLER'S INN: Files for Bankr.; Owner Plans to Sell Assets
-------------------------------------------------------------
CBC News reports that Traveller's Inn has filed for bankruptcy.
CBC says that the Company's over 14 hotels and long-stay units
around the capital city have fallen into receivership.

CBC states that Traveller's Inn's creditors claimed that they are
owed over $60 million in debt.

According to CBC, the hotels were still open on Thursday and were
run by the receivers.  Ken Glover, the trustee for Traveller's
Inn, said that his priority is ensuring that hotel staff get their
last cheques from the Company, and that "in the interim, we're
just trying to inventory and assemble any assets that are
available so that we can start trying to distribute funds to the
creditors, the first of whom would be the employees for payroll."

Traveller's Inn owner John Asfar said that the Company's
properties will be sold.

Traveller's Inn is among the largest hotel chains in Victoria,
British Columbia.


TRIBUNE CO: Assumes Web Site Deals With Classified Ventures
-----------------------------------------------------------
Tribune Co. and its affiliates sought and obtained the Court's
authority for (i) Tribune Company to assume a Limited Liability
Company Agreement of Classified Ventures, LLC; and for Debtors
Chicago Tribune Company, Los Angeles Times Communications LLC, The
Hartford Courant Company, Orlando Sentinel Communications Company,
Sun-Sentinel Company, The Daily Press, Inc., The Morning Call,
Inc., and The Baltimore Sun Company to assume their Affiliate
Agreements with Classified Ventures.

In 1998, certain Tribune Parties created Classified Ventures,
LLC, to expand their classified advertising business into the
then-emerging online marketplace.  Through its Web sites --
Apartments.com, Cars.com, and HomeGain.com -- and its affiliate
agreements with leading media companies, Classified Ventures
provides online users with detailed information regarding a
comprehensive set of local and national automotive, rental, and
home listings, as well as photo galleries, videos, home values,
editorial content, blogs, online calculators, and other useful
content.

The Publishing Debtors are parties to affiliate agreements with
Classified Ventures pursuant to which Classified Ventures
provides both a national and local Web site for the automotive
and apartment rental classified advertising categories that the
Publishing Debtors use in connection with their business.  In
addition, the Affiliate Agreements provide that Classified
Ventures will offer a broad array of advertising products that
the Publishing Debtors may sell to advertisers.

Over the past several months, the Debtors have engaged in
discussions with Classified Ventures regarding their ongoing
relationships.

The parties have acknowledged that the Publishing Debtors owe
Classified Ventures $3,203,483 as of the Petition Date.

Full-text copies of the LLC and Affiliate Agreements are
available for free at:

      http://bankrupt.com/misc/Tribune_ClassifedLLC.pdf
      http://bankrupt.com/misc/Tribune_ClassifiedAffiiliate.pdf

No objection was filed as to the request, the Debtors certified.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.
Attorneys at Landis Rath & Cobb LLP, and Chadbourne & Parke LLP,
represent the Official Committee of Unsecured Creditors.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Assumes Willis Tower, Chicago Leases
------------------------------------------------
Tribune Co. and its affiliates sought and obtained the Court's
order authorizing Debtor WGN Continental Broadcasting Company to
assume two unexpired leases of non-residential real property
located at Willis (Sears) Tower, in Chicago, Illinois.  The
Debtors said 223 Broadcast, LLC, has consented to the sought
assumption and the proposed cure amount of $132,967.

In support of the Motion, Stephanie Pater, director, Real Estate
of Tribune Company, said the Leases are essential to WGN's
ongoing business.  She added that the rejection of the Leases
would be detrimental to WGN's business and reorganization
prospects as they would be forced to quickly find an alternative
location for WGN-TV, which would likely be impossible given the
unique features of the transmission towers and may force WGN-TV
to go off the air.

Prior to the entry of the order, the Debtors certified to the
Court that no objection was filed as to the request.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.
Attorneys at Landis Rath & Cobb LLP, and Chadbourne & Parke LLP,
represent the Official Committee of Unsecured Creditors.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Bondholder Trustee Wants to Probe 2007 Buyout
---------------------------------------------------------
The Law Debenture Trust Company of New York, as successor trustee
under an Indenture, dated March 19, 1996, between Tribune Company
and Citibank, N.A., for the 6.61% Debentures due 2027 and the 7-
1/4 Debentures due 2096, as fiduciary for the interests of more
than 18% of the Debtors' bondholders, seeks the Court's authority
to conduct discovery relating to Tribune Company's leveraged
buyout transaction in 2007.

If the Court denies the Rule 2004 Request, Law Debenture asks the
Court to appoint an examiner to analyze the claims related to the
LBO.

Law Debenture complains that neither the Debtors nor the Official
Committee of Unsecured Creditors has conducted a complete factual
investigation into the circumstances surrounding the LBO,
including, without limitation, the knowledge and intent of the
bank lending group before the funding and consummation of the
transaction.

Law Debenture alleges that the LBO caused the Debtors' demise.
According to Garvan F. McDaniel, Esq., at Bifferato Gentilotti
LLC, in Wilmington, Delaware, counsel for Law Debenture, the LBO
did not provide the Debtors with reasonably equivalent value in
exchange for the $11.2 billion in secured debt they incurred --
the majority of the LBO debt only to cash out former shareholders
for no consideration at all.

Mr. McDaniel asserts that despite the normal expectation that the
Creditors' Committee would immediately probe deeply into the
facts and circumstances surrounding the leveraged buyout, after
nine months, nothing of substance addressing recoveries has
transpired and no claims have been brought.

Law Debenture tells the Court that it has asked for reasonable
access to information relating to the LBO, however, parties have
consistently and affirmatively ring-fenced Law Debenture out of
any process to obtain and use discovery to protect its
bondholders' rights in the Debtors' Chapter 11 cases.  Law
Debenture says that it previously sought discovery consensually.
However, Law Debenture maintains that JPMorgan Chase refused to
allow it to use the documents and refused to provide it with
additional documents or any depositions.

By this motion, Law Debenture seeks the Court's authority to
direct the production of documents by the Debtors, Merrill and
JPMC and Citigroup Global Markets, Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley, and Valuation
Research Corporation.  Law Debenture also seeks depositions of
the representatives who are most knowledgeable about matters for
examination.

David S. Rosner, a partner of Kasowitz, Benson, Torres & Friedman
LLP, filed with the Court a declaration presenting documents in
connection with the Motion of Law Debenture Trust Company of New
York for Leave to Conduct Discovery of Tribune Company.

Law Debenture's request, according to The Wall Street Journal,
seeks to slow or nullify an advancing reorganization plan for the
Debtors with the banks owning nearly all of Tribune in exchange
for a forgiveness of Tribune's almost $8 billion debt.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.
Attorneys at Landis Rath & Cobb LLP, and Chadbourne & Parke LLP,
represent the Official Committee of Unsecured Creditors.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Proposes Settlement With Calif. Franchise Tax Board
---------------------------------------------------------------
Tribune Co. and its affiliates sought and obtained the Court's
authority to enter into and perform their obligations under a
settlement agreement they inked with the Franchise Tax Board of
the State of California.

Pursuant to the Settlement, Tribune Company, KTLA, Inc., and
California Community News Corporation seek to compromise an
$833,540 claim for franchise tax refunds for the 2000 and 2001
tax years that the Debtors asserted are owed to them by the State
of California.  As part of the compromise, the Debtors will
receive $707,538 in tax refunds and creditors, plus applicable
interests.

The matters addressed by the Settlement Agreement commenced on
October 15, 2005, when KTLA filed a claim with the Franchise Tax
Board of the State of California for a franchise tax refund
resulting from the use of credits amounting to $1,406,707 for the
taxable year ending December 31, 2001, and tax refund resulting
from the use of credits amounting to $1,131,830 for the taxable
year ending December 31, 2001.

After the initial review, FTB denied the Debtor Taxpayers' claims
for the franchise tax refunds and credits and disallowed an
additional $177,575 of franchise tax creditors, for an aggregate
amount of $2,716,112 in denied franchise tax refunds and credits.
In January 2007, the Debtor Taxpayers and the California
Settlement Bureau reached a resolution allowing $795,687 of the
disallowed credits, leaving $1,920,425 of the Claims in dispute.

As a result of the negotiations, the Debtor Taxpayers entered
into the Settlement Agreement to effect a final and complete
settlement of the remaining portion of the Debtor Taxpayers'
claims.  The Settlement Agreement allows the Debtor Taxpayers
$707,538 of the 833,540 remaining portion of the Claims, as well
as interest on the settlement amount.  The $707,538 provided for
in the Settlement Agreement consists in part of a refund for the
taxable years ending December 31, 2000 and December 31, 2001,
amounting to $310,700.  The other part of the $707,538 consists
of a tax credit amounting to $397,838 to carryover to later tax
years.

The Debtor Taxpayers believe that the Settlement Agreement
provides for the recovery of the entire amount of franchise tax
and credits they are entitled to under the California law, and do
not believe they would be able to obtain refunds or credits
without further litigation.

The Debtors certified to the Court that no objections were filed
as to the request.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.
Attorneys at Landis Rath & Cobb LLP, and Chadbourne & Parke LLP,
represent the Official Committee of Unsecured Creditors.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Wants Lift Stay to Pay ERISA Defense Costs
------------------------------------------------------
Tribune Co. and its affiliates relate that 23 present and former
directors, officers, and employees of Tribune Company, together
with Tribune Company Benefits Committee, Greatbanc Trust Company
as trustee of the Employee Stock Ownership Plan and EGI-TRB, LLC,
are named defendants in a class action lawsuit pending in the
United States District Court for the Northern District of Illinois
styled Dan Neil, Corrie Brown, Henry Weinstein, Walter Roche, Jr.,
Myron Levin and Julie Makinen, individuals, on behalf of
themselves and on behalf of all other similarly situated v. Samuel
Zell, GreatBanc Trust Company, EGI-TRB, LLC et al.

The named plaintiffs are current and former employees of the Los
Angeles Times, who claim to represent a putative class comprised
of similarly situated ESOP participants, and who see compensatory
and punitive damages and injunctive relief for alleged breach of
fiduciary duties under the Employee Retirement Income Security
Act of 1974, as amended.

According to the Debtors, in defending the Neil Lawsuit, the
Individual Defendants have incurred and continue to incur
significant defense costs and fees.  Accordingly, the Debtors
note, the Individual Defendants are seeking payment or
advancement of defense costs by the Insurance Providers pursuant
to the Policies, including the costs relating to the Motion to
Dismiss.

In connection with its indemnification obligations to its
directors, officers, employees, and agents relating to the ESOP,
Tribune purchased a primary fiduciary liability from Illinois
National Insurance Company, a member of Chartis for claims with
respect to act occurring or allegedly occurring in the period
prior to December 20, 2007.  The 2007 Fiduciary Policy provides
for $10,000,000 of insurance coverage to the insureds, which
includes Tribune, its employee benefit plans, and their past,
present, and future directors, officers, employees, fiduciaries,
administrators, or trustees for a loss arising during the policy
period from wrongful acts they allegedly committed in connection
with the employee benefit plans.  The beneficiaries of those
plans thus include each of the Individual Defendants in the Neil
Lawsuit based on their alleged conduct related to Tribune's ESOP.

Accordingly, at the Debtors' behest, the Court lifted the
automatic stay to allow payment and advancement by the Debtor's
Insurance Providers of defense costs that are, or will become,
owing to the Individual Defendants under the Policies.  In the
event and to the extent that the Insurance Providers consent to
the advancement or payment of covered defense costs incurred by
Greatbanc, Tribune requests that the sought relief be extended to
Greatbanc without further order of the Court.

The Debtors certified to the Court that no objection was filed as
to the request.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.
Attorneys at Landis Rath & Cobb LLP, and Chadbourne & Parke LLP,
represent the Official Committee of Unsecured Creditors.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRUMP ENTERTAINMENT: Developers Balk at Disclosure Statement
------------------------------------------------------------
Power Plant Entertainment LLC, The Cordish Co., Native American
Development LLC and Joseph Weinberg, developers embroiled in
contract litigation with a subsidiary of bankrupt Trump
Entertainment Resorts Inc., have hit out at the Debtor's proposed
disclosure statement, saying the current reorganization plan would
improperly immunize directors and officers from facing that
litigation, according to Law360.

As reported by the TCR on August 6, 2009, Trump Entertainment
Resorts Inc. filed a Chapter 11 plan built around the proposed
sale of the company to shareholder Donald Trump.  Under the
agreement reached with the Company, Donald J. Trump and
BNAC, Inc., an affiliate of Beal Bank Nevada, will invest
$100 million cash in the newly private company and become its
owners.  Beal Bank and Beal Bank Nevada to amend and restate a
prepetition credit agreement with the partnership subsidiary of
the Company in order to restructure approximately $486 million in
debt.  Under the amendment, the debt will be assumed by the
reorganized company post-emergence and the maturity period for the
repayment is extended until December 2020 from the existing
maturity of 2012.

Under the Plan, only Beal Bank will have recovery, and lowed
ranked creditors would receive nothing.  According to the
disclosure statement explaining the Plan, Beal Bank will recover
94% of its claims.

Based on the assessment by Lazard Freres & Co., LLC, the value of
the Debtors' business operations is less than the amount of Beal
Bank's $486 million claim.  According to the Disclosure Statement,
because the value of Trump Entertainment is less than the amount
of the First Lien Lender Claims, there is no value available for
the holders of the Second Lien Note Claims and other unsecured
creditors.

Holders of equity interests would receive nothing.  The Debtors
noted that Donald Trump, which owns shares, will obtain ownership
of the reorganized Debtors on account of his $100 million
investment and not on account of his existing equity interests.

Copies of the Plan and the Disclosure Statement are available for
free at:

    http://bankrupt.com/misc/Trump_Chapter11Plan.pdf
    http://bankrupt.com/misc/Trump_DiscStatement.pdf

Judge Judith Wizmur has allowed noteholders to file a competing
plan.

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.

Trump Hotels & Casino Resorts, Inc., filed for chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925). Trump Hotels' obtained the Court's confirmation
of its Chapter 11 plan on Apr. 5, 2005, and in May 2005, it exited
from bankruptcy under the name Trump Entertainment Resorts Inc.


TURCHAN TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Turchan Technologies Group, Inc.
        12825 Ford Road
        Dearborn, MI 48126

Bankruptcy Case No.: 09-67671

Chapter 11 Petition Date: September 4, 2009

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

Judge: Thomas J. Tucker

Debtor's Counsel: Michael E. Baum, Esq.
                  40950 Woodward Ave., Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  Email: mbaum@schaferandweiner.com

Estimated Assets: $0 to $50,000

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

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

              http://bankrupt.com/misc/mieb09-67671.pdf

The petition was signed by Erik Bloomfield, president of the
Company.


TVI CORP: Files Reorganization Plan, to Sell Signature
------------------------------------------------------
TVI Corporation and its affiliates on August 31, 2009, filed their
Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy
Code, which sets forth the manner in which claims against and
equity interests in the Debtors are to be treated.

The Plan contemplates, among other things: (i) the sale of
Signature Special Event Services, Inc. as a going concern and/or
the sale of substantially all of Signature's assets; (ii) the
merger of all subsidiaries into the Company, which shall emerge as
the reorganized debtor; and (iii) the payment in cash to holders
of (a) allowed administrative claims, (b) allowed priority tax
claims, (c) allowed priority non-tax claims, (d) other allowed
secured claims, and (e) allowed general unsecured claims.  The
Plan further contemplates distribution of shares representing an
aggregate of 100% of the issued equity interests in the Company to
the Branch Banking & Trust Company on account of the Lender's
secured claim.

In addition, the Plan provides for the extinguishment of all
intercompany claims, which claims shall be discharged by the Plan
or confirmation of the Bankruptcy Court.  Further, holders of the
Company's outstanding equity interests, including the Company's
outstanding shares of common stock, will receive no distribution,
and all of the Company's outstanding equity interests, including
the Company's outstanding shares of common stock, will be
cancelled and deemed worthless as of the effective date of the
Plan, if the Plan becomes effective.  The Company cannot predict
whether the Bankruptcy Court will approve the Plan and thus
whether the Plan will become effective.

Meanwhile, on September 1, 2009, the Company submitted an Offer of
Settlement to the U.S. Securities and Exchange Commission for the
revocation of the registration of its common stock pursuant to
Section 12(j) of the Securities Exchange Act of 1934.  Upon
acceptance of the Offer of Settlement and entry of an appropriate
order by the Commission, the registration of the Company's common
stock pursuant to the Exchange Act will be revoked and the Company
will cease to be obligated

                      About TVI Corporation

Headquartered in Glenn Dale, Maryland, TVI Corporation --
http://www.tvicorp.com/-- supplies military and civilian
emergency first responder and first receiver products, personal
protection products and quick-erect shelter systems.  The products
include powered air-purifying respirators, respiratory filters and
quick-erect shelter systems used for decontamination, hospital
surge systems and command and control.  The users of these
products include military and homeland defense/homeland security
customers.

The Company and two of its affiliates filed for Chapter 11
protection on April 1, 2009 (Bankr. D. Md. Lead Case No.
09-15677).  Christopher William Mahoney, Esq., Jeffrey W. Spear,
Esq., and Joel M. Walker, Esq., at Duane Morris LLP, represent the
Debtors in their restructuring efforts.  Alan M. Grochal, Esq.,
and Maria Ellena Chavez-Ruark, Esq., at Tydings and Rosenberg,
serve as counsel to the official committee of unsecured creditors.
When the Debtor filed for protection from its creditors, it listed
$10 million to $50 million in assets and $1 million to $10 million
in debts.


TXCO RESOURCES: Pushes to Amend EnCana Pact to Transfer Oil Rights
------------------------------------------------------------------
TXCO Resources Inc. has asked a judge to allow an amendment to
its joint exploration agreement with EnCana Oil & Gas Inc. so that
it can avoid spending $25 million on drilling new wells by
transferring certain oil exploration and production rights in
three Texas counties to Redemption Oil & Gas LLC, according to
Law360..

TXCO Resources Inc. is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma.  TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.

As reported in Troubled Company Reporter on July 6, 2009, in their
schedules of assets and liabilities, the Debtors have $357,855,952
in total assets and $331,422,792 in total liabilities.


US SHIPPING: Has Until December 25 to File Chapter 11 Plan
----------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York issued a bridge order extending the
exclusive periods of U.S. Shipping Partners L.P. and its debtor-
affiliates to:

   * file a Chapter 11 plan until Dec. 25, 2009; and

   * solicit acceptances of that plan until Feb. 3, 2010.

According to the Debtors' extension request, with a Chapter 11
plan and disclosure statement on file, the disclosure statement
approved, the solicitation process to begin shortly, and a hearing
to consider confirmation of the plan currently scheduled for
Oct. 1, 2009, the Debtors' reorganization is progressing quickly
and the Debtors hope to soon emerge from bankruptcy.

The Debtors have requested an extension of the exclusivity periods
to maintain forward progress and avoid the distraction of a
competing chapter 11 plan, Stephen Karotkin, Esq., at Weil,
Gotshal & Manges LLP, said.

The Debtors' current exclusive filings and solicitation periods
expires on Aug. 27, 2009, and Oct. 26, 2009, respectively.

                       About U.S. Shipping

U.S. Shipping Partners L.P. -- http://www.usslp.com/-- provides
long-haul marine transportation services for refined petroleum,
petrochemical and commodity chemical products in the U.S. domestic
"coastwise" trade.  Its existing fleet consists of twelve tank
vessels: five integrated tug barge units; one product tanker;
three chemical parcel tankers and three ATBs.  U.S. Shipping has
embarked on a capital construction program to build additional
ATBs and, through a joint venture, additional tank vessels that
upon completion will result in U.S. Shipping having one of the
most modern versatile fleets in service.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on April 29, 2009 (Bankr. S.D.N.Y. Case No. 09-12711).
Alfredo R. Perez, Esq., at Weil Gotshal & Manges, assists the
Debtors in their restructuring efforts.  Epiq Systems Inc. serves
as claims and notice agent.  The U.S. Trustee for Region 2
appointed three creditors to serve on the Official Committee of
Unsecured Creditros.  Craig A. Wolfe, Esq., Kelley Drye & Warren
LLP, represent the Committee.

As of March 31, 2009, the Company had $807,087,000 in total assets
and $737,640,000 in total liabilities.


VALLEY HEALTH: Fitch Downgrades Ratings on $45.5 Mil. Bonds to 'C'
------------------------------------------------------------------
Fitch Ratings has downgraded to 'C' from 'CC' the rating on
approximately $45.5 million of bonds issued by Valley Health
System, California.  In addition, Fitch has placed the bonds on
Rating Watch Negative.

On July 27, 2009, VHS' board of directors voted to enter into an
exclusive 90-day agreement with Physicians for Healthy Hospitals
(a group of local doctors) for the potential sale of the
district's assets, including its two hospitals, Hemet Valley
Medical Center and Menifee Valley Medical Center.  It is not clear
what the use of proceeds would be if such a sale were to occur.

Fitch's 'C' rating indicates that payment default to bondholders
appears imminent.  As Fitch has reported in its recent rating
actions, VHS remains under Chapter 9 bankruptcy protection (since
2007) while it attempts to implement several ongoing turnaround
initiatives.  However, unaudited interim financial statements for
FY 2009 show continued operating losses that fell far short of
budgeted targets, as VHS posted an operating loss of $7.6 million
compared to a budgeted operating surplus of $3 million.  In
addition, VHS has failed to replenish the debt service reserve
funds on its 1993 COPs and 1996A bonds as management projected.
Current DSRF funds may not be sufficient to make the Nov. 15, 2009
interest payments to bondholders.

Finally, the recent departures of VHS' CFO and CEO in May and
August 2009, respectively, are indicative of continued operational
and financial instability.  As of June 30, 2009, unrestricted cash
and investments totaled $11.8 million, representing 24.9 days of
expenses.  For the 12 month period ended June 30, 2009, operating
EBITDA was slightly positive, at 0.6% on $167.7 million of net
revenues.

Fitch will closely monitor the outcome of these negotiations and
will update the market accordingly.

Fitch downgrades Valley Health System's outstanding debt:

  -- $4.9 million hospital revenue bonds (refunding and
     improvements project), 1996 series A to 'C' from 'CC';

  -- $40.6 certificates of participation (refunding project),
     series 1993 to 'C' from 'CC'.


VELOCITY EXPRESS: Management Buyout Group Assigns Stake to Comvest
------------------------------------------------------------------
MCG Acquisition LLC -- an entity formed by a management buyout
group led by Vincent A. Wasik, Chief Executive Officer of Velocity
Express Corporation and his private equity firm, MCG Global, LLC
-- has entered into a series of agreements with holders owning
roughly 99.1% of the principal amount of the Company's Senior
Secured Notes -- which principal amount totals in the aggregate
approximately $102 million -- and all of the related warrants.
The Bond Sale Agreements granted MCG Acquisition the right to
purchase the Senior Secured Notes and related warrants for a
combination of the Sellers' pro rata share based on all bonds
outstanding of (i) $10,000,000 cash and (ii) 10% of the common
stock of the Company (under certain circumstances as set forth in
the Bond Sale Agreements).

On August 21, 2009, the Management Group assigned all of its
equity interest in MCG Acquisition to Comvest Velocity Holdings,
LLC.

Prior to the assignment of the equity interest in MCG Acquisition,
(i) certain members of the Management Group had entered into an
agreement with ComVest establishing a framework for the
negotiation of a possible restructuring of the Company that
contemplates the issuance to the Management Group of 10% to 20% of
the common stock of the Company in connection with a restructuring
of the Company under certain circumstances and (ii) MCG
Acquisition had entered into an agreement to sell a ComVest
affiliates the Senior Secured Notes and warrants acquired pursuant
to the Bond Sale Agreements.

The Management Group did not receive any consideration in this
transaction other than the obligation for ComVest to provide it
with such equity consideration in the event of a restructuring.

On August 27, 2009, MCG Acquisition acquired roughly 76% of the
aggregate principal amount of the Company's Senior Secured Notes
and the related warrants and immediately resold them to ComVest
affiliates.  As a result of this purchase and certain additional
purchases since August 27, ComVest affiliates own, in the
aggregate, roughly 95% of the principal amount of the Company's
Senior Secured Notes and the related warrants.  ComVest has
advised the Company that it does not require further compliance
with the terms of a Fifth Supplemental Indenture requiring the
Company to conduct a sale of all or substantially all of the
Senior Secured Notes or the Company or the assets of the Company.

As reported by the Troubled Company Reporter, Velocity Express on
August 14, 2009, received from MCG Acquisition a notice
terminating the Recapitalization Agreement, dated as of July 31,
2009, among the Company, Newco and certain Preferred Stockholders
of the Company.  The termination of the Recapitalization Agreement
is effective August 14, 2009, and did not result in the incurrence
by the Company of any early termination penalties.

As reported by the TCR on August 7, 2009, the Recapitalization
Agreement provided for a series of issuances of shares of Common
Stock of the Company in exchange for (i) delivery by Newco of
certain of the Company's Senior Secured Notes and related warrants
and (ii) delivery of all series of Preferred Stock of the Company
such that, post-transaction, ownership of the Company would be as
follows (on a fully diluted basis but subject to possible
adjustments for certain outstanding options and warrants): (a)
68.5% of the Common Stock of the Company would be held by the
Management Group and its financing source; (b) 10.0% of the Common
Stock of the Company would be held by the current Note holders;
(c) 19.9% of the Common Stock of the Company would be held by the
holders of all series of the Company's outstanding Preferred
Stock; and (d) 1.6% of the Common Stock of the Company would be
retained by existing Common Stockholders and certain option or
warrant holders.

The transactions contemplated by the Recapitalization Agreement
were subject to a number of conditions, including but not limited
to financing, closing of purchases by Newco of sufficient Senior
Secured Notes of the Company to effect the transactions
contemplated by the Recapitalization Agreement, consent of the
Company's senior secured lender and consent or reaffirmation of
consent to the transactions contemplated by the Recapitalization
Agreement of the Company's Preferred Stockholders.  Newco's
termination notice indicated that Newco had not obtained the
necessary consents or reaffirmations of the Company's Preferred
Stockholders.  The Recapitalization Agreement permits Newco to
terminate the agreement prior to obtaining the requisite number of
Preferred Stockholder consents or reaffirmations.

A full-text copy of the Recapitalization Agreement is available at
no charge at http://ResearchArchives.com/t/s?40f3

Meanwhile, Goldman Capital Management Inc. disclosed in a Schedule
13G filing with the Securities and Exchange Commission that it has
ceased to be the beneficial owner of more than 5% of the Company's
common stock.  Goldman no longer holds any Company shares.

                       About Velocity Express

Headquartered in Westport, Connecticut, Velocity Express
Corporation (NASDAQ:VEXP) -- http://www.velocityexp.com/--
together with its subsidiaries, is engaged in the business of
providing time definite ground package delivery services.  The
Company operates in the United States with limited operations in
Canada.  Its customers comprised of multi-location, blue chip
customers with operations in the healthcare, commercial and office
products, financial, transportation and logistics, technology and
energy sectors.

On July 2, 2009, the Company received a letter from Burdale
Capital Finance, the Company's senior secured lender pursuant to a
Loan and Security Agreement for a revolving line of credit dated
as of March 13, 2009, notifying the Company of defaults relating
to the Company's minimum fixed charge coverage ratio, minimum
liquidity, delivery of timely financial information, and failure
to make the June 30, 2009 interest payment due to the holders of
the Senior Notes.  Burdale stated that it is not currently
exercising any of the rights and remedies available to it under
the Loan Agreement by reason of such defaults, but that it and
reserved all of its rights to take action with respect to such
defaults in the future.


VERASUN ENERGY: Disclosure Statement Hearing Moved to Sept. 9
-------------------------------------------------------------
Pursuant to a notice filed on September 4, 2009, the hearing on
the Disclosure Statement explaining the Joint Plan of Liquidation
of VeraSun Energy Corporation and its debtor affiliates is moved
to September 9, 2009.   The hearing was originally scheduled for
September 3.

Meanwhile, Liberty Mutual Insurance Company asks the United States
Bankruptcy Court for the District of Delaware to deny the
Debtors' request to approve the Disclosure Statement explaining
the Joint Plan of Liquidation.

On behalf of Liberty Mutual, Ian Connor Bifferato, Esq., at
Bifferato LLC, in Wilmington, Delaware, contends that the
Disclosure Statement fails to address the liens and property
interests of certain constituencies in (i) assets and proceeds of
assets to be liquidated under the Plan, and (ii) assets and
proceeds of assets the Debtors' purported to transfer to secured
lenders in connection with the sale of substantially all of the
Debtors' assets.

VeraSun Energy Corporation, its debtor affiliates, and the
Official Committee of Unsecured Creditors submitted to the U.S.
Bankruptcy Court for the District of Delaware on July 31, 2009, a
joint Chapter 11 plan of liquidation and an accompanying
disclosure statement.

The Plan provides for the distribution of substantially all of
the assets of the Debtors to various creditors and to
subsequently wind up the Debtors' corporate affairs.

A full-text copy of the Chapter 11 Liquidation Plan is available
for free at http://bankrupt.com/misc/VerSPlan.pdf

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

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Pays AgStar $12.5 Mil. to Settle Lawsuit
--------------------------------------------------------
VeraSun Energy Corp. and its affiliates asked the Court for
authority to enter into a settlement agreement with AgStar
Financial Services PCA pursuant to which they will pay $12,500,000
to AgStar for the dismissal with prejudice of a complaint for
declaratory judgment filed by AgStar against the Debtors.

AgStar filed the adversary proceeding against UBS AG, Stamford
Branch, Debtor VeraSun Marketing, LLC, Wells Fargo Bank, N.A.,
and Wilmington Trust Company, relating to a series of
postpetition transfers of ethanol, subject to AgStar's security
interest, from the US Bio Debtors to VeraSun Marketing, LLC.

Pursuant to the Settlement Agreement, AgStar agreed to release
and discharge the Debtors and their subsidiaries, affiliates,
directors, officers, employees, attorneys, advisors, agents,
successors and assigns from certain claims, demands, and causes
of action of any nature whatsoever that AgStar now has or ever
had and the Debtors agreed to a similar release as to AgStar.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Wilmington, Delaware, contends that the compromises and
settlements set forth in the Settlement Agreement are fair,
equitable and in the best interest of the Debtors, their estates,
creditors and other parties in interest and therefore should be
approved.

By entering into the Settlement Agreement, the Debtors will avoid
the uncertainty and risk that proceeding with the AgStar
Litigation would entail, Mr. Chehi asserts.  He adds that the
resolution that the Debtors and AgStar have reached will obviate
the Debtors' need to expend the significant time and other
resources required to continue defending the AgStar Litigation.

"Besides consuming extensive resources both in terms of time and
professional fees, continuing to litigate would distract the
Debtors from accomplishing the tasks necessary to wind down their
estates," Mr. Chehi says.

                         *     *     *

The Court approved the Debtors' request and subsequently, on
August 13, 2009, AgStar filed a notice dismissing the Complaint
with prejudice.

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Sells Cargill Receivables to West LB
----------------------------------------------------
VeraSun Energy Corp. and its affiliates sought and obtained
authority to sell certain accounts receivable claims free and
clear of all liens, claims, and encumbrances.

The Accounts Receivable claims are the Debtors' right to receive
payment from Cargill, Inc., on account of ethanol and distillers
grains that the Debtors sold.

The Debtors previously entered into certain agreements with
Cargill pursuant to which, the Debtors sold ethanol and
distillers grains to Cargill.

When the Debtors sold substantially all of their assets, one of
the buyers was WestLB AG, New York Branch, who bought the assets
of ASA Bloomingburg LLC and ASA Linden LLC, two of the Debtors,
along with "all Accounts Receivable."

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Wilmington, Delaware, said the Sale gave the Purchaser the Right
to collect any amounts Cargill owes to the Debtors on account of
the sale of ethanol.

Before Judge Shannon entered his ruling, he overruled the
objection filed by Cargill who objected to the extent the Debtors
are seeking to exercise setoff under Sections 362, 553, 556, 560,
and 561 of the Bankruptcy Code.

The Purchaser responded to the Cargill's objection by pointing
out that sale of the Accounts Receivable Claims will not impair
any defenses that Cargill may have to payment on the Accounts
Receivable Claims.

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: To Auction Undeveloped Illinois Farmlands
---------------------------------------------------------
VeraSun Energy Corp. and its affiliates sought and obtained the
Court's authority, after receiving no objection, to sell three
pieces of undeveloped farmland in the state of Illinois through an
auction process:

  (a) approximately 380 acres in Granite City Township, Madison
      County, Illinois;

  (b) approximately 486 acres in South Litchfield Township,
      Montgomery County, Illinois; and

  (c) approximately 733 acres in Danville Township, Vermillion
      County, Illinois.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Wilmington, Delaware, relates that the Farmlands are among the
few remaining assets the Debtors own with substantial value and
the Debtors are committed to selling them for as high a sale
price as possible, thereby generating as much revenue as possible
for their estates and creditors.

To ensure that the Debtors receive the best possible price for
the Sites, the Debtors retained Schrader Real Estate & Auction
Co., Inc., to coordinate the marketing of the Farmlands and to
conduct auctions.  Since the time of its retention, Schrader has
been aggressively marketing the Farmlands, Mr. Chehi tells the
Court.

Accordingly, the Debtors have scheduled two Auctions for
September 10, 2009.  The first Auction is scheduled for 9:00 a.m.
at the Staunton Knights of Columbus Hall in Staunton, Illinois.
The second Auction is scheduled for 6:00 p.m. at the Beef House
Restaurant near Danville, Illinois, and Covington, Indiana.

Schrader will conduct the Auctions as "reserve auctions" on a
non-binding basis and will seek the highest and best bids but
those bids will not be final or binding on the Debtors unless and
until the Debtors, in consultation with the Official Committee of
Unsecured Creditors, accept a bid or bids as the successful bid.

If the Debtors, in consultation with the Creditors' Committee,
are not satisfied that the highest bid constitutes fair and
reasonable consideration for the Site or Sites for which it was
submitted, they reserve the right to decline to sell any or all
of the Farmlands.  If no bids are accepted, Schrader will have
three additional months to market the Farmlands as realtors.

The highest bidders will be required to sign purchase agreements
at the Auctions, which will automatically terminate if not
accepted by the Debtors, in consultation with the Creditors'
Committee, by September 18, 2009.  If the Debtors, in
consultation with the Creditors' Committee, do elect to accept a
bid, that bid will become a "Successful Bid" and the party that
submitted it will be deemed the "Successful Bidder."

The salient terms of the Purchase Agreements are:

  * a 10% down payment will be due on the day of the Auctions
    and the balance will be due approximately 30 days later;

  * the Debtors will be responsible for the 2009 taxes on the
    Farmlands and the purchasers will be responsible for all
    taxes thereafter;

  * the buyers will have the right to possess the Farmlands as
    of the date of closing, subject to the current tenants'
    rights to harvest the 2009 crop.  The Debtors will receive
    all of the 2009 lease income; and

  * the sale of the Farmlands is "as is, where is," without any
    representations or warranties.

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WALTER ENERGY: S&P Assigns 'BB+' Rating on $300 Mil. Facility
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB+'
rating to Walter Energy Inc.'s amended $300 million revolving
credit facility due 2012.  The issue rating is two notches above
the corporate credit rating and has a recovery rating of '1',
indicating S&P's expectation of very high (90%-100%) recovery for
lenders in the event of a payment default.  S&P affirmed all
ratings on Walter, including its 'BB-' corporate credit rating.
The rating outlook is stable.

The 'BB-' rating on Tampa-based Walter Energy reflects the limited
diversity and scope of the company's core coal mining operations,
the difficult coal mining conditions of its Central Appalachian
operations, and cyclical end markets.  Still, the company
possesses high-quality metallurgical (met) coal reserves, has
benefited from favorable met coal prices, and maintains a
financial profile that S&P consider good for the current rating.

The rating and outlook incorporate S&P's expectation that Walter
is likely to maintain a solid balance sheet in the intermediate
term and that it will likely offset a difficult coal environment
and expected material declines in revenues and EBITDA in 2009.
S&P currently estimates that EBITDA could decline by about 50%
during 2009 compared to 2008, owing to cash margins in excess of
$30 per ton, average realized prices of around $115 per short ton,
and cash costs of $62 to $63 per ton.  As a result, debt to EBITDA
would still remain below 3x, a level that S&P would consider to be
in-line with the current rating.  Also, S&P expects that coal
demand will improve in 2010 driven by increased operating rates at
integrated steel mills.  As a result, S&P expects EBITDA during
2010 to improve by about 20% compared to 2009 and that debt to
EBITDA will strengthen back to about 2x after peaking at around
2.5x during the first half of 2010.  This is based on S&P's
estimate that Walter will sell about 6.5 million tons of met coal
at an average price of around $115 per ton.


WILLIAM HALL: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: William D. Hall
               Virginia L. Hall
               8071 Ravenna Road
               Hudson, OH 44236

Bankruptcy Case No.: 09-54016

Chapter 11 Petition Date: September 7, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtors' Counsel: Ronald E. Henderson, Esq.
                  23240 Chargin Blvd
                  Cleveland, OH 44122
                  Tel: (216) 861-4416
                  Fax: (216) 595-2787
                  Email: rnldhn@aol.com

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

A full-text copy of the Debtors' petition, including a list of
their 12 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/ohnb09-54016.pdf

The petition was signed by the Joint Debtors.


WL HOMES: Nevada Homeowners Want Court OK to Continue Lawsuit
-------------------------------------------------------------
A group of 62 Nevada homeowners, including Murray Stravers, is
seeking court approval to pursue a state court suit against WL
Homes LLC over alleged construction defects at a Las Vegas housing
development, according to Law360.

Headquartered in Irvine, California, WL Homes LLC is a homebuilder
doing business as John Laing Homes.  John Laing traces its history
to 1848, when its predecessor was a U.K. homebuilder.  WL Homes
was formed in 1998 when John Laing merged with Watt Homes.

WL Homes and five of its affiliates filed for Chapter 11
protection on February 19, 2009 (Bankr. D. Del. Lead Case No. 09-
10571).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Debtors' in their
restructuring efforts.  Ashby & Geddes represents the Official
Committee of Unsecured Creditors.  In its bankruptcy petition, WL
Homes listed assets of more than $1 billion, and debts between
$500 million and $1 billion.

As reported in the TCR on June 10, 2009, the Bankruptcy Court
converted WL Homes LLC and its debtor affiliates' Chapter 11 cases
to cases under Chapter 7 liquidation, at the request of the
official committee of unsecured creditors.


* Stiglitz Says Economic Recovery May Not Be 'Sustainable'
----------------------------------------------------------
According to reporting by Michael McKee at Bloomberg, Nobel Prize-
winning economist Joseph Stiglitz said that there is a
"significant chance" that the U.S. economy contracts again after
it emerges from the current economic crisis.  Mr. Stiglitz said
that in this scenario, the economy would rebound due to a
government stimulus followed by an abrupt downturn -- an
occurrence that economists call a "W-shaped' recovery.  A second
scenario for the coming months would be a period of "malaise," in
which consumption lags and private investment is slow to
accelerate.

Mr. McKee relates that economists and policy makers are expressing
concern about the strength of a projected economic recovery, with
Treasury Secretary Timothy Geithner saying two days ago that it's
too soon to remove government measures aimed at boosting growth.


* G-20 Mulls Hike in Standards for More Stable Financial System
---------------------------------------------------------------
Finance ministers and central bankers from the Group of 20 nations
meet in London Sept. 4-5 to lay the groundwork for a summit in
Pittsburgh later this month, where leaders will consider measures
to overhaul supervision of the financial system.

"The financial system is showing signs of repair.  Growth is now
underway," U.S. Treasury Tim Geithner told the G-20.  However, he
said that the G-20 continues to face significant challenges ahead.
He noted that unemployment continues to be high and conditions for
a sustained recovery led by private demand are not yet
established.

"We need to provide sustained support for growth and financial
repair until we have in place a strong foundation for recovery."

The U.S. Treasury Department is pushing for a global agreement
requiring banks to increase their capital cushions to be reached
by the end of next year.

At the G-20 meeting he said, "We have broad agreement on a very
strong set of principles and objectives for building a more stable
global financial system.  But we need to move now to put that
framework in place.  That will require actions at the national
level to implement stronger rules of the game, but also more rapid
progress internationally in reaching agreement on the details of
more rigorous standards that create a more level playing field. In
the United States, we are moving forward to legislate reforms
designed to protect consumers and investors and create a more
stable, more resilient financial system."


* Construction Firms' Bankr. Filings Hurt NW Ark Banks
------------------------------------------------------
The Associated Press reports that NW Ark banks are hurt by
bankruptcy filings by construction firms.

The AP relates that more than a dozen bankruptcy filings have been
made by construction-related businesses in northwest Arkansas
since June 2009.  More than $60 million in debts are left unpaid,
The AP states.

The AP says that a four-month stretch in 2008 when a string of
builder bankruptcies resulted in northwest Arkansas banks taking
back $44 million in real estate.


* More Restaurants Will Close, Experts Say
------------------------------------------
Experts expect more restaurants to close down in the coming
months, Crain's New York Business reports.

According to Crain's, many restaurants will have insufficient
funds to make it through the holiday season and will close in
September or in October, rather than waiting until January 2010,
which is "the traditional month for closure".

Crain's relates that restaurants that closed or filed for
bankruptcy include:

     -- Cafe des Artistes on West 67th Street,
     -- Cafe Deville,
     -- Tito's Pizzeria and Restaurant, and
     -- SoHo's Miro Cafe.


* S&P's Global Corporate Default Tally Up to 213
------------------------------------------------
Two global corporate issuers defaulted this week, bringing the
2009 year-to-date tally to 213 issuers -- nearly 4x the 55
defaults at this time in 2008, said an article published September
4 by Standard & Poor's, titled "Global Corporate Default (Aug. 28
- Sept. 3, 2009) (Premium)."  Both of last week's defaults were
based in the U.S., bringing the default tallies by region to 153
issuers in the U.S., 13 in Europe, 34 in the emerging markets, and
13 in the other developed region (Australia, Canada, Japan, and
New Zealand).

"Both defaulted issuers this week were the result of distressed
exchange offers, which we consider to be tantamount to default,"
said Diane Vazza, head of Standard & Poor's Global Fixed Income
Research Group.  "Distressed exchange offers are now the top
reason for default this year, accounting for 74 defaulted
issuers."  This is more than 5x the distressed exchange count in
full-year 2008 and nearly 19x the total in 2007.

Missed interest payments trailed closely behind at 73 issuers.
Bankruptcy filings also have surged, with 54 issuers so far this
year having filed for bankruptcy protection, which surpasses the
full-year 2008 total of 49 bankruptcy-related defaults.

The sharp increase in corporate bankruptcies brings with it
significant difficulties to private equity investors, particularly
for those whose buyout activities in the past several years placed
much of their risks squarely in the speculative-grade domain.
Indeed, more than half of the defaulters this year either had or
continue to have private equity involvement, which presents
both challenges and opportunities to private equity investors
during restructuring and reorganization.

Of the global corporate defaulters so far this year, 40% of issues
with available recovery ratings had recovery ratings of '6'
(indicating our expectation for negligible recovery of 0%-10%),
16% of issues had recovery ratings of '5' (modest recovery
prospects of 10%-30%), 12% had recovery ratings of '4' (average
recovery prospects of 30%-50%), and 11% had recovery ratings of
'3' (meaningful recovery prospects of 50%-70%).  And for the
remaining two rating categories, 11% of issues had recovery
ratings of '2' (substantial recovery prospects of 70%-90%) and 10%
of issues had recovery ratings of '1' (very high recovery
prospects of 90%-100%).

This article is part of our premium Global Fixed Income Research
content, which is available to premium subscribers to
RatingsDirect, at www.ratingsdirect.com. Ratings information can
also be found on Standard & Poor's public Web site at
www.standardandpoors.com; under Ratings in the left navigation
bar, select Find a Rating.  Members of the media may request a
copy of this report by contacting the media representative
provided.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                            Total
                                           Share-    Total
                                  Total  holders'  Working
                                 Assets    Equity  Capital
Company              Ticker       ($MM)     ($MM)    ($MM)
-------              ------     ------- --------- --------
ABSOLUTE SOFTWRE     ABT CN          117         1       35
ACCO BRANDS CORP     ABD US         1100      -107      135
AFC ENTERPRISES      AFCE US         142       -26       12
ALTERNATIVE AS-U     AMV/U US          0         0        0
AMER AXLE & MFG      AXL US         1920      -736    -1119
AMR CORP             AMR US        24138     -3000    -3129
ARBITRON INC         ARB US          220         0        2
ARVINMERITOR INC     ARM US         2627      -846        3
AUTOZONE INC         AZO US         5296       -45     -527
BIOSPECIFICS TEC     BSTC US          12         6        9
BLOUNT INTL          BLT US          474       -36      151
BOARDWALK REAL E     BEI-U CN       2377       -22     N.A.
BOARDWALK REAL E     BOWFF US       2377       -22     N.A.
BP PRUD BAY-RTU      BPT US            9         8        0
BURCON NUTRASCIE     BU CN             4         3        2
CABLEVISION SYS      CVC US         9307     -5284     -198
CADIZ INC            CDZI US          43         7        2
CARDTRONICS INC      CATM US         468       -10      -50
CENTENNIAL COMM      CYCL US        1455      -948      180
CENVEO INC           CVO US         1459      -231      186
CHENIERE ENERGY      CQP US         1920      -436       27
CHOICE HOTELS        CHH US          357      -141      -22
CINCINNATI BELL      CBB US         2009      -623      -19
CLOROX CO            CLX US         4576      -175     -757
DEXCOM               DXCM US          65         1       37
DISH NETWORK-A       DISH US        7265     -1519     -240
DOMINO'S PIZZA       DPZ US          461     -1372      113
DUN & BRADSTREET     DNB US         1623      -719     -147
DYAX CORP            DYAX US          68       -37       32
EASTMAN KODAK        EK US          7105      -109     1100
EINSTEIN NOAH RE     BAGL US         150        -4      -47
ELECTRO-OPTICAL      MELA US           8         7        6
ENERGY COMPOSITE     ENCC US           0         0        0
EPICEPT CORP         EPCT SS          16        -3        7
EXELIXIS INC         EXEL US         333      -123       29
EXTENDICARE REAL     EXE-U CN       1719       -47      111
FORD MOTOR CO        F US         204327     -9418   -39573
FORD MOTOR CO        F BB         204327     -9418   -39573
GENCORP INC          GY US          1015         1       -8
GLG PARTNERS INC     GLG US          494      -271      166
GLG PARTNERS-UTS     GLG/U US        494      -271      166
GOLD RESOURCE CO     GORO US           9         9        7
HEALTHSOUTH CORP     HLS US         1888      -662      -77
HERMAN MILLER        MLHR US         767         8      167
HOVNANIAN ENT-A      HOV US         2285       -73     1081
HOVNANIAN ENT-B      HOVVB US       2285       -73     1081
HUMAN GENOME SCI     HGSI US         670       -55      117
IDENIX PHARM         IDIX US          82        -4       34
IMAX CORP            IMX CN          270       -18       55
IMAX CORP            IMAX US         270       -18       55
IMMUNOMEDICS INC     IMMU US          53         1      -20
IMS HEALTH INC       RX US          2030       -22      318
INCYTE CORP          INCY US         159      -291      101
INSULET CORP         PODD US          99        -3       63
INTERMUNE INC        ITMN US         165       -80       98
IPCS INC             IPCS US         553       -34       68
ISTA PHARMACEUTI     ISTA US          72       -78       24
JAZZ PHARMACEUTI     JAZZ US         108       -88      -17
JUST ENERGY INCO     JE-U CN         457      -652     -369
KNOLOGY INC          KNOL US         639       -44       37
LIN TV CORP-CL A     TVL US          781      -187       14
LINEAR TECH CORP     LLTC US        1421      -266      963
LOGMEIN INC          LOGM US          47         7        1
MANNKIND CORP        MNKD US         267       -19        0
MAP PHARMACEUTIC     MAPP US          65         1       24
MAXLIFE FUND COR     MXFD US           0         0        0
MEAD JOHNSON-A       MJN US         1926      -808      466
MEDIACOM COMM-A      MCCC US        3707      -426     -265
MODAVOX INC          MDVX US           5         3       -1
MOODY'S CORP         MCO US         1873      -749     -404
NATIONAL CINEMED     NCMI US         603      -499       91
NAVISTAR INTL        NAV US         9656     -1447     1784
NPS PHARM INC        NPSP US         144      -219       80
OCH-ZIFF CAPIT-A     OZM US         1854      -157    N.A.
ONCOGENEX PHARMA     OGXI US           7         3        4
OSIRIS THERAPEUT     OSIR US         129         2       64
OTELCO INC-IDS       OTT-U CN        349         9       24
OTELCO INC-IDS       OTT US          349         9       24
OVERSTOCK.COM        OSTK US         129        -3       33
PALM INC             PALM US         643      -108       11
PDL BIOPHARMA IN     PDLI US         217      -306      140
PERMIAN BASIN        PBT US           10         0        9
PETROALGAE INC       PALG US           7       -32      -16
POTLATCH CORP        PCH US          916         0    N.A.
QWEST COMMUNICAT     Q US          20226     -1051      260
REGAL ENTERTAI-A     RGC US         2647      -228      -40
RENAISSANCE LEA      RLRN US          58         0       -6
REVLON INC-A         REV US          797     -1074       87
SALLY BEAUTY HOL     SBH US         1464      -645      420
SANDRIDGE ENERGY     SD US          2364       -91      114
SEMGROUP ENERGY      SGLP US         314      -131      -11
SIGA TECH INC        SIGA US           8       -13       -4
SONIC CORP           SONC US         828       -22       75
STANDARD PARKING     STAN US         230         4      -13
STEREOTAXIS INC      STXS US          43       -10       -3
SUCCESSFACTORS I     SFSF US         165        -5        1
SUN COMMUNITIES      SUI US         1192       -81     N.A.
SYNERGY PHARMACE     SGYP US           0        -1       -1
TALBOTS INC          TLB US          999      -184      -28
TAUBMAN CENTERS      TCO US         2858      -289     N.A.
TENNECO INC          TEN US         2767      -263      240
THERAVANCE           THRX US         206      -159      144
UAL CORP             UAUA US       18805     -2628    -2345
UNITED RENTALS       URI US         3918       -46      316
US AIRWAYS GROUP     LCC US         7857      -336     -548
VECTOR GROUP LTD     VGR US          757         2      158
VENOCO INC           VQ US           725      -165       -3
VIRGIN MOBILE-A      VM US           320      -256     -126
WARNER MUSIC GRO     WMG US         3988      -142     -680
WEIGHT WATCHERS      WTW US         1085      -791     -309
WORLD COLOR PRES     WC CN          2641     -1735      479
WR GRACE & CO        GRA US         3815      -351      977
ZION OIL & GAS       ZN US             9         7        1
ZYMOGENETICS INC     ZGEN US         271       -14       85



                           *********

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 **