TCR_Public/100819.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, August 19, 2010, Vol. 14, No. 229

                            Headlines


317 WEST: Case Summary & 3 Largest Unsecured Creditors
319 WEST: Case Summary & 4 Largest Unsecured Creditors
511 LANDVENTURES: Voluntary Chapter 11 Case Summary
AFFINITY GROUP: Posts $994,000 Net Loss for Q2 of 2010
AGY HOLDING: Posts $5.9 Million Net Loss for June 30 Quarter

ALION SCIENCE: Exchange Offer for 12% Notes Expires Sept. 2
ALION SCIENCE: Registers 1.9 Million Shares Under ESOP
ALLY FINANCIAL: Swings to $565 Mil. Net Income in Q2 2010
AMBAC FINANCIAL: Files Full Copy Settlement with AAC Policyholders
AMERICAN APPAREL: Sees EBITDA Non-Compliance, Losses for 1H 2010

AMERICAN APPAREL: Posts $42.8 Million Net Loss in Q1 2010
AMERICAN NATURAL: Posts $92,000 Net Income for June 30 Quarter
AMBRILIA BIOPHARMA: Delays Filing of Interim Financial Statements
AUGUSTA APARTMENTS: Ch. 11 Trustee Taps Turner & Johns as Counsel
BAOSHINN CORPORTION: Posts $2,600 Net Loss in Q2 Ended June 30

BELO CORP: Moody's Upgrades Ratings on Senior Notes to 'Ba1'
BERNARD MADOFF: Fairfield Sentry Sues Investors
BERRY PETROLEUM: Moody's Revises Outlook to "Stable"
BILOXI GAMING: Voluntary Chapter 11 Case Summary
BIOLIFE SOLUTIONS: Posts $537,100 Net Loss for June 30 Quarter

BIOPACK ENVIRONMENTAL: Posts $272,000 Net Loss in Q2 Ended June 30
BLOCKBUSTER INC: $300 Million Notes Drop to Record Low 4.75 Cents
BOSTON GENERATING: Files for Ch. 11 to Sell to Constellation
BRIAN CARL: Case Summary & 11 Largest Unsecured Creditors
CALIFORNIA COASTAL: Posts $7.7 Million Net Loss in Q2 2010

CALIFORNIA COASTAL: Needs $15MM Add'l Capital by Aug. 31 for Plan
CAPMARK FINANCIAL: Dewey & LeBoeuf Bills $8.5MM for March-June
CATHOLIC CHURCH: Spokane Trustee Wants Ruling on Reserve Fund
CC MEDIA: Lowers Net Loss to $77.2 Million in Q2 2010
CLEAR CHANNEL OUTDOOR: Net Loss Down to $2.5MM in Q2 of 2010

CLEAR CHANNEL CAPITAL: June 30 Balance Sheet Upside-Down by $7.2BB
CLEAR CHOICE: Files Voluntary Petition Under Chapter 11
COATES INT'L: Posts $497,200 Net Loss for June 30 Quarter
COLTS RUN: Has Access to Cash Collateral Until Mid-September
COMSTOCK HOMEBUILDING: Posts $1.84MM Net Loss for June 30 Qtr.

C.R. STONE: Detailed Data Not Required in Preference Suit
DANIEL GOFF: Case Summary & 10 Largest Unsecured Creditors
DCM CONTRACTING: Case Summary & 14 Largest Unsecured Creditors
DELTA MUTUAL: Delays Filing of Quarterly Report on Form 10-Q
DESERT CAPITAL: Posts $10.9 Million Net Loss in Q2 Ended June 30

DOLLAR THRIFTY: Key Hearing on Merger Suit on August 25
EASTON-BELL: Board Names Kevin Mansfields as Director
ECONOMETRIC MANAGEMENT: Sec. 341(a) Meeting Scheduled for Sept. 9
ENERGY FUTURE: Fitch Drops IDR to 'CCC' on Debt Woes
ENERGY FUTURE: Moody's Changes Default Rating to 'Caa2/LD'

ENERGY FUTURE: Oncor Electric Says It's A Separate Entity
FAIRFIELD SENTRY: Sues Investors to Recover Madoff Money
GENERAL MOTORS: Asks for Preliminary Approval of Auto-Owners Deal
GENERAL MOTORS: Employs PwC as Special Accountant
GENERAL MOTORS: New GM to Take Over Strasbourg Unit

GENERAL MOTORS: Wins Approval to Reconcile WTC's $23 Bil. Claims
GLOBAL FOOD: Posts $901,400 Net Loss in Q2 Ended June 30
GRANT SHEPPARD: Case Summary & 6 Largest Unsecured Creditors
GREENBRIER COMPANIES: Moody's Affirms 'Caa1' Corp. Family Rating
GULF FREEWAY: Gets Temporary OK to Use 1st International's Cash

GUNNALLEN FINANCIAL: May Solicit Votes on Liquidation Plan
HALIFAX REGIONAL: Moody's Affirms 'Ba3' Rating on $17 Mil. Bonds
HARRISBURG, PA: Taps Scott Balice to Help With Debt-Recovery Plan
HARI AUM: Case Summary & 20 Largest Unsecured Creditors
HASSAN NAVABI: Case Summary & 17 Largest Unsecured Creditors

HIGHLAND HOSPITALITY: Misses $86MM Debt Payment; Bankruptcy Mulled
INNKEEPERS USA: Marriott Wants Lift Stay to Re-Identify Hotel
INNKEEPERS USA: Midland Loan Wants Deposition
INNKEEPERS USA: Preferred Shareholders Ask for Examiner
INNKEEPERS USA: Wants to Assume Marriot Franchise Agreement

INNKEEPERS USA: Wins Nod to Honor Hotel Management Obligations
IRON HORSE: Voluntary Chapter 11 Case Summary
IVOICE INC: Posts $297,500 Net Loss in Q2 Ended June 30
K2 PURE: S&P Downgrades Rating on $121.5 Mil. Senior Loan to 'B'
KEY DEVELOPERS: Local Rule Can't Abrogate Sec. 546 Deadline

KIEBLER RECREATION: Has Cash Collateral Access Until September 29
L&H TRUCKING: Files for Chapter 11 in Harrisburg
LAS VEGAS MONORAIL: Unsecureds to Get 80% Recovery Under Plan
LOCATEPLUS HOLDINGS: Posts $446,600 Net Loss in Q2 Ended June 30
MASTER SILICON: Posts $5,600 Net Loss in Q2 Ended June 30

MUELLER WATER: Moody's Assigns 'B1' Rating on $225 Mil. Notes
MUELLER WATER: S&P Assigns 'B+' Rating on $225 Mil. Senior Notes
NEW ENTERPRISE: S&P Assigns 'B+' Corporate Credit Rating
NEWPAGE CORP: Net Loss Widens to $174 Million in Q2 2010
NNN 2003: Posts $1.86 Million Net Loss in Q2 Ended June 30

NORTH AMERICAN: Gets Court's Nod to Sell Assets to American TieTek
NORTH GENERAL: Gets Court's Nod to Hire Epiq as Claims Agent
NORTH GENERAL: Gets OK to Hire Windels Marx as Bankruptcy Counsel
NORTHCORE TECHNOLOGIES: Posts C$593,000 Net Loss in Q2 2010
NRG ENERGY: Moody's Assigns 'B1' Rating on Senior Unsecured Notes

OTTO BEYER: No Early Discharge for Individual Chapter 11 Debtor
PATRICIA SEWELL: Case Summary & 19 Largest Unsecured Creditors
PRM DEV'T: Section 341(a) Meeting Scheduled for Sept. 9
QUEEN HIGH: Involuntary Chapter 11 Case Summary
RANCHER ENERGY: Posts $960,300 Net Loss in Q1 Ended June 30

REITTER CORP: Court Rules Ombudsman Is Needed in Case
REITTER CORP: Section 341(a) Meeting Scheduled for Sept. 13
REITTER CORP: Taps Alexis Fuentes-Hernandez as Bankruptcy Counsel
REYNOLDS GROUP: Moody's Puts B2 Rating With Stable Outlook
RIVIERA HOLDINGS: Posts $4.2 Million Net Loss in Q2 Ended June 30

ROCCO DOTO: Case Summary & 14 Largest Unsecured Creditors
RONSON CORPORATION: Files for Chapter 11 Bankruptcy Protection
SALINAS INVESTMENTS: Taps William B. Kingman as Bankruptcy Counsel
SALISBURY HOSPITALITY: Case Summary & 5 Largest Unsec Creditors
SEDONA DEVELOPMENT: Wants to Incur Unsecured Loan from Recap

SES SOLAR: Reports Net Income of $218,000 in Q2 Ended June 30
SK HAND: Court Extended DIP Financing Through Aug. 13
SOFTLAYER TECHNOLOGIES: Moody's Affirms 'B2' Corp. Family Rating
SOTHEBY'S: S&P Raises Corporate Credit Rating to 'BB+' From 'BB-'
STARPOINTE ADERRA: Fine Tunes Disclosure Statement

SW BOSTON HOTEL: Challenges Lender's Bid to Foreclose on Hotel
TACO DEL MAR: Can Use Secured Creditors' Cash Until November 6
TAPLETT ORCHARDS: Voluntary Chapter 11 Case Summary
TOWER AUTOMOTIVE: S&P Retains 'B' Rating on $430 Mil. Senior Notes
TRENTON LAND: Has Until October 27 to Propose Chapter 11 Plan

TRENTON LAND: Taps Silverman & Morris as Reorganization Counsel
VISTEON CORP: Salaried Retirees Ask for Own Official Committee
VISTEON CORP: UAW Demands Payment of Post-Employment Benefits
VISTEON CORP: UAW Demands Reinstatement of Retiree Benefits
VISUALANT INC: Posts $435,500 Net Loss in Q3 Ended June 30

* Fitch: U.S. Bank TruPS CDO Defaults Pass 14% on July Spike
* S&P's 'Weakest Links' Drop 52%, Fall for 6th Straight Month

* Shepherd Smith Investigates Claims for Purchasers of Junk Bonds

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000


                            ********


317 WEST: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------
Debtor: 317 West 35th Street Realty LLC
        6608 18th Ave.
        Brooklyn, NY 11204

Bankruptcy Case No.: 10-14324

Chapter 11 Petition Date: August 12, 2010

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Mark A. Frankel, Esq.
                  BACKENROTH FRANKEL & KRINSKY, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  E-mail: mfrankel@bfklaw.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 three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-14324.pdf

The petition was signed by Allen Stein, managing member.


319 WEST: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: 319 West 35th Street Realty LLC
        6608 18th Avenue
        Brooklyn, NY 11204

Bankruptcy Case No.: 10-14325

Chapter 11 Petition Date: August 12, 2010

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Mark A. Frankel, Esq.
                  BACKENROTH FRANKEL & KRINSKY, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  E-mail: mfrankel@bfklaw.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 four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-14325.pdf

The petition was signed by Allen Stein, managing member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
317 West 35th Street Realty LLC        10-14324    08/12/10


511 LANDVENTURES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 511 Landventures, LLC
        115 W Yakima Ave.
        Yakima, WA 98902

Bankruptcy Case No.: 10-04691

Chapter 11 Petition Date: August 12, 2010

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

Judge: Frank L. Kurtz

Debtor's Counsel: JJ Sandlin, Esq.
                  SANDLIN LAW FIRM
                  Larson Building, 6 South, 2nd St.
                  Yakima, WA 98901
                  Tel: (509) 829-3111
                  E-mail: sandlinlaw@nwinfo.net

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 largest unsecured creditors
together with its petition.

The petition was signed by Del Matthews, president and chairman of
the board.


AFFINITY GROUP: Posts $994,000 Net Loss for Q2 of 2010
------------------------------------------------------
Affinity Group Holding Inc. filed its quarterly report on Form
10-Q, reporting net loss of $994,000 on $131.08 million of
revenues for the three months ended June 30, 2010, compared with
net income of $1.56 million on $129.90 million of revenues for the
same period a year earlier.

The Company's balance sheet at June 30, 2010, showed
$232.54 million in total assets, $131.30 million in total current
liabilities, $35.03 million in deferred revenues and gains,
$372.05 million in long-term debt, $12.55 million in other long-
term liabilities, and a $318.39 million stockholders' deficit.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6920

                       Affinity Group Inc.

Affinity Group Inc. also filed its quarterly report on Form 10-Q,
reporting net income of $1.72 million on $131.08 million of
revenues for the three months ended June 30, 2010, compared with
net income of $4.92 million on $129.90 million of revenues for the
same period a year earlier.

The Company's balance sheet at June 30, 2010, showed $231.32
million in total assets, $127.65 million in total current
liabilities, $35.03 million in deferred revenues and gains,
$284.92 million in long-term debt, $15.67 million in other long-
term liabilities, and a $232.06 million stockholder's deficit.

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

                       About Affinity Group

Ventura, Calif.-based Affinity Group Holding, Inc. is a holding
company and the direct parent of Affinity Group, Inc.
The Company is an indirect wholly-owned subsidiary of AGI Holding
Corp, a privately-owned corporation.  The Company is a member-
based direct marketing organization targeting North American
recreational vehicle owners and outdoor enthusiasts.  The
Company's club members form a receptive audience to which the
Company sells products, services, merchandise and publications
targeted to their specific recreational interests.  In addition,
the Company is a specialty retailer of RV-related products.

                           *     *     *

Affinity Group Holdings carries a 'Caa2' corporate family rating
from Moody's Investors Service.  The Caa2 corporate family rating
continues to reflect the high leverage of the company, limited
free cash flow and restrictions on AGI's ability to upstream funds
to pay interest on Affinity Group Holdings' unsecured notes.


AGY HOLDING: Posts $5.9 Million Net Loss for June 30 Quarter
------------------------------------------------------------
AGY Holding Corp. reported that net sales in the second quarter of
2010 were $49.3 million, which consists of $42.9 million of
revenue reported by the AGY US business segment and $6.4 million
of sales reported by the AGY Asia business segment.  AGY US
revenues in the second quarter of 2010 increased by $11.5 million,
or 36.5% compared to the second quarter of 2009, due to increased
sales volumes and a favorable sales mix, partially offset by
competitive pricing pressures.

AGY reported consolidated net losses of $5.7 million and
$32.5 million for the second quarters of 2010 and 2009,
respectively.  The net loss attributable to the Company for the
six months ended June 30, 2010 was $10.5 million, compared to a
net loss of $35.2 million reported for the first six months of
2009.

The Company reported a loss from operations for the second quarter
of 2010 of $3.2 million, compared to loss from operations of $56.6
million reported in the second quarter of 2009.  Improved sales
as a result of recoveries in market demand, plus improved
manufacturing efficiencies and cost reductions, are the basis of
these operating performance gains.

The Company's balance sheet at June 30, 2010, showed
$315.65 million in total assets, $289.53 million in total
liabilities, and a stockholders' equity of $22.56 million.
The Company's consolidated cash balance as of June 30, 2010 was
$3.8 million.

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

                         About AGY Holding

Aiken, South Carolina-based AGY Holding Corp. manufactures
advanced glass fibers that are used as reinforcing materials in
numerous diverse, high-value applications, including aircraft
laminates, ballistic armor, pressure vessels, roofing membranes,
insect screening, architectural fabrics, and specialty
electronics.  AGY is focused on serving end-markets that require
glass fibers for applications with demanding performance criteria,
such as the aerospace, defense, construction, electronics,
automotive, and industrial end-markets.

                           *     *     *

AGY Holding carries a 'CCC+' corporate credit rating from Standard
& Poor's Ratings Services.  In December 2009, S&P lowered the
rating to 'CCC+' from 'B'.  "The downgrade follows S&P's ongoing
concern on operating performance, including S&P's expectation for
very weak credit metrics for 2009, weak liquidity relative to
interest payments and operating requirements in 2010, and
integration concerns related to the large $72 million acquisition
-- with a $20 million cash component -- of AGY Hong Kong Ltd.,"
said Standard & Poor's credit analyst Paul Kurias.


ALION SCIENCE: Exchange Offer for 12% Notes Expires Sept. 2
-----------------------------------------------------------
Alion Science and Technology Corporation is offering to exchange
up to $310,673,000 aggregate principal amount of registered 12%
senior secured notes due 2014 and up to an additional $29,115,000
aggregate principal amount of registered 12% senior secured notes
that represents the capitalization of payment-in-kind interest
payable over time for any and all outstanding unregistered 12%
senior secured notes due 2014 issued as part of a unit together
with warrants to purchase 602,647 shares in the aggregate of Alion
Science's common stock in a private offering on March 22, 2010,
and which have certain transfer restrictions.

The outstanding notes and related warrants trade separately upon
the earlier of June 22, 2010 and the date of closing of the
exchange offer.  Alion Science is not offering, and will not
offer, to exchange the warrants trading separately from the
outstanding notes for registered warrants.

The terms of the exchange notes are substantially identical to the
terms of the outstanding notes, except that Alion Science has
registered the exchange notes with the Securities and Exchange
Commission.  Because the exchange notes have been registered, they
will not be subject to transfer restrictions and will not be
entitled to certain registration rights.  The exchange notes will
represent the same debt as the outstanding notes, and will be
issued under the same indenture.

The outstanding notes are, and the exchange notes will be,
guaranteed by certain of Alion Science's current domestic
subsidiaries and certain of its future subsidiaries.

The exchange offer expires at 5:00 p.m., New York City time, on
Thursday, September 2, 2010, unless extended.

Neither Alion Science nor any of its subsidiaries will receive any
proceeds from the exchange offer.

A full-text copy of the prospectus is available at no charge
at http://ResearchArchives.com/t/s?695d

                        About Alion Science

Alion Science and Technology Corporation, based in McLean, VA, is
an employee-owned company that provides scientific research,
development, and engineering services related to national defense,
homeland security, and energy and environmental analysis.
Particular areas of expertise include communications, wireless
technology, netcentric warfare, modeling and simulation, chemical
and biological warfare, program management.

The Company's balance sheet at June 30, 2010, showed
$643.59 million in total assets, $156.97 million in total current
liabilities, $272.09 million in senior secured notes,
$245.90 million in senior unsecured notes, $5.08 million in
accrued compensation, $752,000 in accrued postretirement benefits
obligations, $7.87 million in non-current portion of lease
obligations, $35.61 million in deferred income taxes, $151.37
million in redeemable common stock, $20.78 million in common stock
warrants, a $238,000 accumulated other comprehensive loss and an
accumulated deficit of $252.62 million.

                           *     *     *

Alion carries 'Caa3' corporate family and probability of default
ratings from Moody's.  Alion carries a 'B-' corporate credit
rating from Standard & Poor's.

Moody's said in March 2010, "The Caa1 corporate family rating
would balance the continued high leverage against a promising
business backlog that could sustain the good 2009 revenue growth
rate, though credit challenges would remain pronounced."


ALION SCIENCE: Registers 1.9 Million Shares Under ESOP
------------------------------------------------------
Alion Science and Technology Corporation has registered with the
Securities and Exchange Commission 1.9 million shares of common
stock to be issued to the employee stock ownership plan component
of The Alion Science and Technology Corporation Employee
Ownership, Savings and Investment Plan.  The proposed maximum
aggregate offering price for the shares is $53.2 million.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?695e

                        About Alion Science

Alion Science and Technology Corporation, based in McLean, VA, is
an employee-owned company that provides scientific research,
development, and engineering services related to national defense,
homeland security, and energy and environmental analysis.
Particular areas of expertise include communications, wireless
technology, netcentric warfare, modeling and simulation, chemical
and biological warfare, program management.

The Company's balance sheet at June 30, 2010, showed
$643.59 million in total assets, $156.97 million in total current
liabilities, $272.09 million in senior secured notes,
$245.90 million in senior unsecured notes, $5.08 million in
accrued compensation, $752,000 in accrued postretirement benefits
obligations, $7.87 million in non-current portion of lease
obligations, $35.61 million in deferred income taxes, $151.37
million in redeemable common stock, $20.78 million in common stock
warrants, a $238,000 accumulated other comprehensive loss and an
accumulated deficit of $252.62 million.

                           *     *     *

Alion carries 'Caa3' corporate family and probability of default
ratings from Moody's.  Alion carries a 'B-' corporate credit
rating from Standard & Poor's.

Moody's said in March 2010, "The Caa1 corporate family rating
would balance the continued high leverage against a promising
business backlog that could sustain the good 2009 revenue growth
rate, though credit challenges would remain pronounced."


ALLY FINANCIAL: Swings to $565 Mil. Net Income in Q2 2010
---------------------------------------------------------
Ally Financial Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net
income of $565 million on net revenue of $2.100 billion for the
quarter ended June 30, 2010, compared with a net loss of $3.903
billion on $1.260 billion of net revenue for the comparable period
in 2009.

Ally's balance sheet at June 30, 2010, showed $176.802 billion in
assets, $156.029 billion in total liabilities, and a stockholder's
equity of $20.773 billion.

Ally Financial said in the Form 10-Q that Residential Capital,
LLC, one of its mortgage subsidiaries, was negatively impacted by
the events and conditions in the mortgage banking industry and the
broader economy.  The market deterioration led to fewer sources
of, and significantly reduced levels of, liquidity available to
finance ResCap's operations.  ResCap has no commitments or
assurances for future funding and/or capital support from Ally,
according to the Form 10-Q.

"Ally has extensive financing and hedging arrangements with ResCap
that could be at risk of nonpayment if ResCap were to file for
bankruptcy.  As of June 30, 2010, we had approximately
$2.2 billion in secured financing arrangements with ResCap of
which approximately $1.4 billion in loans was utilized."

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

               http://researcharchives.com/t/s?6960

                      2009 Annual Report Update

Ally Financial Inc. filed a Form 8-K on August 6 to update the
historical consolidated financial statements and management's
discussion and analysis included in its annual report on Form 10-K
for the year ended December 31, 2009.  Historical information was
updated for discontinued operations.

During the three months ended June 30, 2010, the operations of its
International Automotive Finance operations in Australia and
Russia and its U.K. mortgage operations were classified as
discontinued.

A copy of the revised and updated financial information is
available for free at:

              http://researcharchives.com/t/s?695f

The reclassification has no effect on the Company's reported net
income.

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  With more than
$176 billion in assets as of June 30, 2010, Ally operates as a
bank holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake. Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

Ally Financial carries "C" short term issuer credit ratings, and
"B" long term issuer credit ratings, all with stable outlook, from
Standard & Poor's.  It has a "B3" issuer rating, with stable
outlook, from Moody's.  It has a "B" issuer default rating, with
positive outlook, from Fitch.


AMBAC FINANCIAL: Files Full Copy Settlement with AAC Policyholders
------------------------------------------------------------------
Ambac Financial Group Inc., Ambac Assurance Corporation, Ambac
Credit Products LLC, Ambac Financial Group Inc., refiled with the
Securities and Exchange Commission a full copy of the Settlement
Agreement dated June 7, 2010, they entered into with policy
beneficiaries are beneficiaries of financial guaranty insurance
policies issued by AAC.

The Company realized that, due to errors in the EDGARization
process, Schedule E to the filed Settlement Agreement was
incorrect.  The Settlement Agreement is being refiled in its
entirety to correct Schedule E.

Schedule E contains a table on Ambac Assurance's pro forma
financial information as of Dec. 31, 2009.

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

                       About Ambac Financial

Headquartered in New York, Ambac Financial Group, Inc., through
its subsidiaries, provided financial guarantees and financial
services to clients in both the public and private sectors around
the world.

KPMG LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's 2009 financial results.  The independent auditors noted
of the significant deterioration of Ambac's guaranteed portfolio
coupled with the inability to write new financial guarantees has
adversely impacted the business, results of operations and
financial condition of the Company's operating subsidiary.  KPMG
also noted of the Company's limited liquidity.

Ambac Financial noted in its Form 10-Q for the quarter ended June
30, 2010 that its liquidity and solvency are largely dependent on
dividends principal financial guarantee operating subsidiary,
Ambac Assurance Corporation, and on the value of the subsidiary.
Ambac Financial said that Ambac Assurance is "highly unlikely" to
be able to make dividend payments to Ambac for the foreseeable
future.  Ambac Financial said it is currently pursuing raising
additional capital and is also pursuing a restructuring of its
outstanding debt through a prepackaged bankruptcy proceeding.

The Company's balance sheet at June 30, 2010, showed
$30.05 billion in total assets, $31.47 billion in total
liabilities, and $1.42 billion in total stockholders' deficit.
Stockholders' deficit was at $1.634 billion as of Dec. 31, 2009.


AMERICAN APPAREL: Sees EBITDA Non-Compliance, Losses for 1H 2010
----------------------------------------------------------------
American Apparel, Inc., announced Tuesday preliminary financial
results for the second quarter ended June 30, 2010.

American Apparel expects to report net sales for the second
quarter ended June 30, 2010, in the range of $132 million to
$134 million, a decrease versus net sales of $136.1 million for
the second quarter ended June 30, 2009.  Comparable store sales
for stores open at least 12 months declined 16% on a constant
currency basis.  American Apparel ended the quarter with 279
retail stores, having closed three retail stores and opened two
during the second quarter of 2010, as compared to 272 retail
stores at the end of the second quarter of 2009.

Gross margin for the second quarter of 2010 is expected to be in
the range of 50% to 52%, as compared to 59.0% for the prior year
second quarter.

Loss from operations for the second quarter of 2010 is expected to
be in the range of $5 million to $7 million, as compared to income
from operations of $7.3 million in the second quarter of 2009.

Total debt increased by $28.9 million, to $120.3 million at
June 30, 2010, from $91.4 million at March 31, 2010.  As of
June 30, 2010, the company had approximately $22 million and
$4 million of availability under its U.S. and Canadian revolving
credit facilities, respectively.  Inventory is expected to be in
the range of $151 million to $154 million at June 30, 2010, an
increase from $138.4 million at March 31, 2010.  For the quarter
ended June 30, 2010, capital expenditures are expected to be in
the range of $4 million to $5 million.

               Anticipated Covenant Non-Compliance

On June 23, 2010, the Company entered into an amendment of its
credit agreement with its second lien lender.  The Company expects
that as of June 30, 2010, based on the preliminary financial
results for the second quarter, it was in compliance with all
covenants under the second lien credit agreement.  However, based
on the Company's preliminary financial results for the second
quarter ended June 30, 2010, and trends occurring in the Company's
business after the second quarter and projected for the remainder
of 2010, the Company believes that it is probable that as of
September 30, 2010, the Company will not be in compliance with the
minimum Consolidated EBITDA covenant under the second lien credit
agreement.

The Company expects to report a substantial loss from operations
and negative cash flows from operating activities for the six
months ended June 30, 2010.  Based on this, and trends occurring
in the Company's business after the second quarter and projected
for the remainder of 2010, the Company may not have sufficient
liquidity necessary to sustain operations for the next twelve
months.  The Company's current operating plan indicates that
losses from operations are expected to continue through at least
the third quarter of 2010.  The Company believes these factors,
among others, raise substantial doubt that the Company will be
able to continue as a going concern.

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

               http://researcharchives.com/t/s?6968

                      About American Apparel

American Apparel, Inc. (NYSE Amex: APP) is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel based in downtown Los Angeles, California.  As of
August 15, 2010, American Apparel employed approximately 10,000
people and operated over 280 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea, and China.  American Apparel also operates a leading
wholesale business that supplies high quality T-shirts and other
casual wear to distributors and screen printers.  In addition to
its retail stores and wholesale operations, American Apparel
operates an online retail e-commerce website at
http://www.americanapparel.com.

The Company's balance sheet as of March 31, 2010, showed
$295.74 million in total assets, $180.40 million in total
liabilities, and a stockholders' equity of $115.34 million.


AMERICAN APPAREL: Posts $42.8 Million Net Loss in Q1 2010
---------------------------------------------------------
American Apparel, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $42.84 million on $121.81 million of
revenue for the three months ended March 31, 2010, compared with a
net loss of $10.56 million on $114.28 million of revenue for the
same period of 2009.

The Company recorded an impairment charge relating primarily to
certain retail store leasehold improvements in the U.S. Retail,
Canadian and International segments of $4.19 million and $356,000
for the three months ended March 31, 2010, and 2009, respectively,

Loss from operations increased to $21.56 million for the three
months ended March 31, 2010, against loss from operations of
$3.90 million for the same period of 2009.  For the three months
ended March 31, 2010, cash used in operations was $4.84 million.
For the three months ended March 31, 2009, cash used in operations
was $3.61 million.

The Company's balance sheet as of March 31, 2010, showed
$295.74 million in total assets, $180.40 million in total
liabilities, and a stockholders' equity of $115.34 million.

As of March 31, 2010, the Company had (i) approximately
$6.46 million in cash, (ii) $35.60 million available and
$11.13 million outstanding under the BofA Credit Agreement,
(iii) $66.68 million of borrowings outstanding under the Lion
Credit Agreement, and (iv) $3.94 million available and
$6.01 million outstanding under the Bank of Montreal Credit
Agreement.

The Company incurred a substantial loss from operations and had
negative cash flows from operating activities for the three months
ended March 31, 2010.  The Company believes that the Company may
not have sufficient liquidity necessary to sustain operations for
the next twelve months, and that losses from operations are
expected to continue through at least the third quarter of 2010.
The Company also believes that it is probable that as of
September 30, 2010, the Company will not be in compliance with the
minimum Consolidated EBITDA covenant under the Lion Credit
Agreement.

Noncompliance with covenants under the Lion Credit Agreement
constitutes an event of default under the BofA Credit Agreement,
which, if not waived, could block the Company from making
borrowings under the BofA Credit Agreement.  In addition, all
indebtedness under the BofA Credit Agreement and the Lion Credit
Agreement could be declared immediately due and payable.

"These factors, among others, raise substantial doubt that the
Company will be able to continue as a going concern."

A full-text copy of the Form 10-Q is available for free at:

               http://researcharchives.com/t/s?6967

                      About American Apparel

American Apparel, Inc. (NYSE Amex: APP) is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel based in downtown Los Angeles, California.  As of
August 15, 2010, American Apparel employed approximately 10,000
people and operated over 280 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea, and China.  American Apparel also operates a leading
wholesale business that supplies high quality T-shirts and other
casual wear to distributors and screen printers.  In addition to
its retail stores and wholesale operations, American Apparel
operates an online retail e-commerce website at
http://www.americanapparel.com.


AMERICAN NATURAL: Posts $92,000 Net Income for June 30 Quarter
--------------------------------------------------------------
American Natural Energy Corporation filed its quarterly report on
Form 10-Q, reporting net income of $91,965 on $725,703 of total
revenues for the three months ended June 30, 2010, compared with a
net loss of $1.44 million on $345,770 of total revenues for the
same period a year earlier.

The Company's balance sheet at June 30, 2010, showed
$17.86 million in total assets, $9.32 million in total
liabilities, and an $8.54 million stockholders' equity.

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

American Natural Energy Corporation (TSX Venture: ANR.U) is a
Tulsa, Oklahoma-based independent exploration and production
company with operations in St. Charles Parish, Louisiana.

                           *     *     *

MaloneBailey, LLP, in Houston, after auditing the Company's 2009
results, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has substantial cash used for operating
activities during 2009, has a working capital deficiency and an
accumulated deficit at December 31, 2009.


AMBRILIA BIOPHARMA: Delays Filing of Interim Financial Statements
-----------------------------------------------------------------
Ambrilia Biopharma Inc. on August 4, 2010, disclosed that the
filing of its interim financial statements, management's
discussion and analysis and related CEO and CFO certifications for
the second quarter ended on June 30, 2010, would be delayed beyond
the filing deadline of August 13, 2010.

Ambrilia reports that, since its most recent default announcement
on August 4, 2010, there have not been any material changes to the
information contained therein, or any failure by Ambrilia to
fulfill its intentions with respect to satisfying the provisions
of the alternative information guidelines, and there have been no
additional defaults subsequent to such announcement.  Further,
there has been no additional material information concerning
Ambrilia and its affairs since its last bi-weekly Default Status
Report dated August 4, 2010, that has not been disclosed.
Ambrilia intends to file, if required, its next Default Status
Report by September 1, 2010.

Ambrilia has been operating under the protection of the Companies'
Creditors Arrangement Act (Canada) ("CCAA") since July 31, 2009.

Any recovery for creditors and other stakeholders, including
shareholders, is uncertain and is highly dependent upon a number
of factors, including the outcome of Ambrilia proceedings under
the CCAA.

                      About Ambrilia Biopharma

Ambrilia Biopharma Inc. is a biotechnology company focused on the
discovery and development of novel treatments for viral diseases
and cancer.  The Company's strategy aims to capitalize on its
broad portfolio and original expertise in virology.  Ambrilia's
product portfolio is comprised of oncology and antiviral assets,
including two new formulations of existing peptides for cancer
treatment, a targeted delivery technology for cancer, an HIV
protease inhibitor program as well as HIV integrase and entry
inhibitors, Hepatitis C virus inhibitors and anti-Influenza A
compounds. Ambrilia's head office is located in Montreal.

The Company is currently subject to court protection under the
CCAA.


AUGUSTA APARTMENTS: Ch. 11 Trustee Taps Turner & Johns as Counsel
-----------------------------------------------------------------
Robert L. Johns, Chapter 11 trustee for Augusta Apartments, LLC,
asks the U.S. Bankruptcy Court for the Northern District of West
Virginia for permission to employ Turner & Johns, PLLC as counsel.

Turner & Johns will, among other things:

   -- give the trustee advice with respect to his powers and
      duties and assist him as needed in his administration of the
      Debtor's estate;

   -- prepare on behalf of the trustee any necessary applications,
      motions, reports and other pleadings; and

   -- represent the trustee at hearings on various motions,
      applications and proceedings.

The hourly rates of Turner & Johns' personnel are:

     Attorneys                   $175 - $360
     Paralegals                      $90

To the best of the trustee's knowledge, Turner & Johns is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Wendell B. Turner, Esq.
     Robert L. Johns, Esq.
     Turner & Johns, PLLC
     216 Brooks Street, Suite 200
     Charleston, WV 25301

                     About Augusta Apartments

Morgantown, West Virginia-based Augusta Apartments, LLC, filed for
Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. N.D.
W.Va. Case No. 10-00303).  Kristian E. Warner, the Company's
managing member, signed the petition.  The Company estimated its
assets and debts at $10 million to $50 million as of the Petition
Date.

In July 2010, Bankruptcy Judge Patrick M. Flatney approved the
appointment of Robert L. Johns as Chapter 11 trustee.  A secured
creditor and the U.S. Trustee sought a trustee to replace
management, saying that Augusta management used funds from the
apartment to pay debts of Warner family members.


BAOSHINN CORPORTION: Posts $2,600 Net Loss in Q2 Ended June 30
--------------------------------------------------------------
Baoshinn Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $2,649 on $6.87 million of revenue for the
three months ended June 30, 2010, compared with a net loss of
$10,270 on $5.46 million of revenue for the same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$2.49 million in total assets, $1.61 million in total liabilities,
and a stockholders' equity of $871,382.  The Company has
accumulated deficit of $1.14 million at June 30, 2010.

As reported in the Troubled Company Reporter on April 8, 2010,
Dominic K.F. Chan & Co., in Hong Kong, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted of the Company's accumulated losses.

A full-text copy of the Form 10-Q is available for free at:

               http://researcharchives.com/t/s?694a

                    About Baoshinn Corporation

Based in Kowloon, Hong Kong, Baoshinn Corporation, through its
Hong Kong subsidiary, is a ticket consolidator of major
international airlines.  The Company provides travel services such
as ticketing, hotel and accommodation arrangements, tour packages,
incentive tours and group sightseeing.


BELO CORP: Moody's Upgrades Ratings on Senior Notes to 'Ba1'
------------------------------------------------------------
Moody's Investors Service upgraded Belo Corp.'s guaranteed senior
unsecured notes due 2016 to Ba1 from Ba2.  Belo's Ba3 Corporate
Family Rating, Ba3 Probability of Default Rating, B1 non-
guaranteed note ratings, and SGL-2 speculative-grade liquidity
rating are not affected.  Loss given default assessments and point
estimates were updated as detailed below.  Belo's rating outlook
remains stable.

Upgrades:

Issuer: Belo Corp.

  -- Senior Unsecured Guaranteed Bonds, Upgraded Ba1, LGD2 - 20%
     from Ba2, LGD3 - 31%

LGD Updates:

Issuer: Belo Corp.

  -- Senior Unsecured Unguaranteed Bonds, Changed to LGD5 - 70%
     from LGD5 - 75% (no change to B1 rating)

                        Ratings Rationale

The upgrade of the 2016 notes reflects the decline in priority
indebtedness due to the recent revolver paydowns and commitment
reduction.  The reduction in the revolver, which has an unsecured
guarantee that is senior to that of the 2016 notes, improves the
recovery prospects for the 2016 notes in the event of a default.
The rating action follows Belo's announcement that it amended its
credit agreement to terminate early the $255.75 million revolver
commitment that was scheduled to expire on June 7, 2011 and
further repaid approximately $20 million of revolver borrowings
since the end of the second quarter.  Moody's does not expect the
commitment reduction will materially affect liquidity given the
positive projected free cash flow, limited revolver reliance and
absence of any debt maturities prior to the December 2012 revolver
expiration.

Belo's Ba3 CFR is based on its strong market position in local
broadcast television that leads to solid profit margins and good
cash flow generation, as well as management's focus on reducing
debt until leverage is below 4x.  Belo generates the majority of
its revenue from cyclical advertising spending, but has a good
liquidity position that provides flexibility should the economy
weaken again.  Debt-to-EBITDA leverage (approximately 5.7x LTM
June 30, 2010 incorporating Moody's standard adjustments) is
declining as expected with automotive and advertising spending
recovery from 2009's deep downturn, but leverage remains high for
the rating.

The stable rating outlook reflects Moody's view that Belo will
maintain a good liquidity position and continue to generate free
cash flow.  Moody's anticipates Belo will continue to repay
revolver borrowings and make progress toward its leverage target,
although the economic environment is expected to be uneven and
soft over the next 12-18 months.

Debt-to-EBITDA leverage sustained above 5.75x due to operating
weakness, acquisitions or cash distributions to shareholders could
lead to a downgrade.  Failure to maintain a comfortable liquidity
position including cushion under financial covenants to absorb a
cyclical downturn in revenue could also result in a downgrade.
Belo would need to sustain debt-to-EBITDA below 4.5x, free cash
flow-to-debt in a high single digit range, and maintain a
comfortable liquidity position to be considered for an upgrade.
Belo's debt instrument ratings could be changed if the CFR is
revised, or the amounts and/or priority of claim of its debt
instruments change.

The last rating action was on November 4, 2009, when Moody's
assigned a Ba2 rating to Belo's proposed guaranteed senior
unsecured notes, changed the rating outlook to stable from
negative and upgraded the speculative-grade liquidity rating to
SGL-2 from SGL-4.

Belo is a Dallas-based media company with operations in television
broadcasting (owns 20 stations including six in top 15 markets),
cable news, (owns/operates six cable news channels) and
interactive media in the United States.  The television stations
account for the bulk of the company's $629 million of LTM June 30,
2010 revenue.


BERNARD MADOFF: Fairfield Sentry Sues Investors
-----------------------------------------------
Carla Main at Bloomberg News reports that Fairfield Sentry Ltd.
sued 17 of its shareholders to try to recover money distributed to
investors on account of phony profits from Bernard Madoff.
Fairfield Sentry said it had no way to repay the $3.2 billion --
withdrawals from Madoff that the liquidating trustee wants
returned -- without getting back the money its shareholders
received since about 2004, according to complaints it filed in
U.S. Bankruptcy Court in Manhattan.  Fairfield Sentry is trying to
recover more than $160 million in payments it made to
shareholders, including Banco Bilbao Vizcaya Argentaria SA,
Merrill Lynch Pierce Fenner & Smith Inc. and RBC Dominion
Securities Sub A/C.  The case is Fairfield Sentry Ltd. v. Theodoor
GGC Amsterdam, case no. 10-03496 (Bankr. S.D.N.Y.).

                       About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.

Fairfield Sentry and other Greenwich funds had among the largest
exposures to the Bernard L. Madoff fraud.

Bernard L. Madoff was charged by the Securities and Exchange
Commission in December 2008 of orchestrating the largest Ponzi
scheme in history, with losses topping US$50 billion.  In March
2009, Madoff pleaded guilty to 11 federal crimes and admitted to
turning his wealth management business into a Ponzi scheme.  A
trustee was appointed to liquidate and has been filing clawback
suits against investors who withdrew phony profits from Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of $3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds had
invested about $4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.

                    About Bernard L. Madoff

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

On December 15, 2008, the Honorable Louis A. Stanton of the U.S.
District Court for the Southern District of New York granted the
application of the Securities Investor Protection Corporation for
a decree adjudicating that the customers of BLMIS are in need of
the protection afforded by the Securities Investor Protection Act
of 1970.  The District Court's Protective Order (i) appointed
Irving H. Picard, Esq., as trustee for the liquidation of BLMIS,
(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)
removed the SIPA Liquidation proceeding to the Bankruptcy Court
(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).

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

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

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

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in
United States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

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

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


BERRY PETROLEUM: Moody's Revises Outlook to "Stable"
----------------------------------------------------
Moody's Investors Service has revised the outlook for Berry
Petroleum Company to Stable from Negative based on improving
credit measures and upgraded the Speculative Grade Liquidity
Rating to SGL-2 from SGL-3.  Moody's also affirmed the B2 rating
for the 10.25% senior notes and the B3 rating for the 8.25% senior
subordinated notes.

                         Ratings Rationale

"The stable outlook reflects improving production rates and
leverage metrics at Berry", said Moody's Vice President, Stuart
Miller.  The Company was placed on negative outlook on April 28,
2009.  Since that time, the Company has stabilized its production
rate, applied internally generated cash flow to reduce debt, and
issued equity to finance the acquisition of reserves in the
Permian Basin of West Texas.  Berry has also reported lower
finding and development costs while diversifying its asset base.

The Company's rating continues to be constrained by its scale and
its high leverage as measured by the ratio of debt to average
daily production and debt to proved developed reserves.  While
Berry's expansion outside of its traditional California area of
operations has reduced concentration risk, in the short term, it
has increased the company's reserve risk profile.  The company now
has a higher percentage of its proved reserves in the undeveloped
category, and it has increased its exposure to higher risk
drilling prospects such as the Haynesville Shale in East Texas.

A positive rating action could result from an increase in scale,
successful development of the non-California based assets, and
continued leverage reductions.  The current rating level would be
pressured by debt financed acquisitions or the inability to
replace reserves at a reasonable cost.

Berry Petroleum Company, based in Denver, Colorado, is an
independent energy company engaged in the exploration,
development, production, acquisition, and exploitation of crude
oil and natural gas.  The Company's reserves and production are
located in California, Colorado, Texas, and Utah.  Berry's
production is weighted towards oil (~67%) with a concentration in
thermal, heavy oil production in the San Joaquin Valley in
California.


BILOXI GAMING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Biloxi Gaming Partners I, LLC
        Attn: Etzik Gedalia
        17719 Cedar Creek Cayon Drive
        Dallas, TX 75252-4969

Bankruptcy Case No.: 10-42695

Chapter 11 Petition Date: August 12, 2010

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Kenneth A. Hill, Esq.
                  QUILLING, SELANDER, CUMMISKEY & LOWNDS
                  2001 Bryan Street, Suite 1800
                  Dallas, TX 75201-3005
                  Tel: (214) 871-2100
                  Fax: (214) 871-2111
                  E-mail: kenhill@qsclpc.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 largest unsecured creditors
together with its petition.

The petition was signed by Etzik Gedalia, member.


BIOLIFE SOLUTIONS: Posts $537,100 Net Loss for June 30 Quarter
--------------------------------------------------------------
BioLife Solutions Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $537,144 on $467,771 of total revenues for
the three months ended June 30, 2010, compared with a net loss of
$1.01 million on $276,528 of revenues for the same period a year
earlier.

The Company's balance sheet at June 30, 2010, showed $1.38 million
in total assets, $10.20 million in total liabilities, and an $8.82
million stockholders' deficit.

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

Bothell, Washington-based BioLife Solutions, Inc. develops and
markets patented hypothermic storage and cryopreservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

                           *     *     *

According to the Troubled Company Reporter on April 8, 2010,
Peterson Sullivan LLP, in Seattle, Washington, in its March 30,
2010 report, said BioLife Solutions, Inc. has been unable to
generate sufficient income from operations to meet its operating
needs.  Additionally, the Company used $2.4 million in cash for
operating activities during the year ended December 31, 2009, and
has an accumulated deficit of $50 million at December 31, 2009.
"These conditions raise substantial doubt about the Company's
ability to continue as a going concern," the independent auditors
said.


BIOPACK ENVIRONMENTAL: Posts $272,000 Net Loss in Q2 Ended June 30
------------------------------------------------------------------
Biopack Environmental Solutions Inc. filed its quarterly report on
Form 10-Q, reporting a net loss of $272,036 on $106,088 of revenue
for the three months ended June 30, 2010, compared with a net loss
of $565,266 on $403,101 of revenue for the same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$2.77 million in total assets, $2.71 million in total liabilities,
and a stockholders' equity of $61,457.

Wong Lam Leung & Kwok CPA Limited, in Hong Kong, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that at December 31, 2009, the Company had an accumulated
deficit of $4.89 million and a working capital deficit of
$2.25 million.

The Company acknowledges in its latest 10-Q that it has
traditionally raised its operating capital from sales of equity
and, more recently, convertible debt securities but there can be
no assurance that it will be able to continue to do so.  "If we
cannot raise the money that we need in order to continue to
operate, we may be forced to delay, scale back or even eliminate
some or all of our activities.  If any of these were to occur, our
business could fail."

A full-text copy of the Form 10-Q is available for free at:

              http://researcharchives.com/t/s?6941

                   About Biopack Environmental

Kowloon, Hong Kong-based Biopack Environmental Solutions Inc.
(OTC BB: BPAC) -- http://www.biopackenvironmental.com/-- was
incorporated on August 28, 2000, in the State of Nevada under the
name "Quadric Acquisitions".  The Company develops, manufactures,
distributes and markets bio-degradable food containers and
disposable industrial packaging for consumer products.  The
Company supplies its biodegradable food containers and industrial
packaging products to multinational corporations, supermarket
chains and restaurants located across North America, Europe and
Asia.  The Company manufactures its products in its own factory,
known as Biopark, which is located in Jiangmen City in the PRC.


BLOCKBUSTER INC: $300 Million Notes Drop to Record Low 4.75 Cents
-----------------------------------------------------------------
Bloomberg News reports that bonds of Blockbuster Inc. fell to a
record low as the Dallas-based video-rental chain seeks to
restructure its debt.  The 9% notes due in 2012 fell 3.25 cents to
4.75 cents on the dollar on August 17 as of 11:11 a.m. in New
York, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The Company's notes have
declined from 73.5 cents on the dollar in September 2009, Trace
data show.

                      About Blockbuster Inc.

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

The Company's balance sheet as of April 4, 2010, showed
$1.319 billion in assets, $1.693 billion in liabilities, and a
stockholders' deficit of $374.2 million.

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

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

In March 2010, the Company said it was seeking to refinance its
debt and could be forced into bankruptcy.  Blockbuster has
received from bondholders a series of moratoriums on payment of
principal and interest, the latest of which expires September 30,
2010.  According to Bloomberg News, Blockbuster received the
latest one-month reprieve from creditors so it can prepare for a
possible bankruptcy filing in September.


BOSTON GENERATING: Files for Ch. 11 to Sell to Constellation
------------------------------------------------------------
EBG Holdings LLC's principal operating subsidiary Boston
Generating LLC and its five other wholly owned subsidiaries filed
a voluntary petition under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York.  Additionally, as part of the
filing, the Company is seeking a sale of its assets pursuant to
Section 363 of the U.S. Bankruptcy Code.

As previously announced on August 9, 2010, Constellation Energy
was selected as the stalking horse bidder for the 2,950 MW fleet,
the third largest power generating portfolio in the New England
region. Constellation Energy signed an asset purchase agreement
for approximately $1.1 billion.  The proposed transaction is
expected to be consummated through the bankruptcy proceedings, in
which Constellation Energy's bid is considered the price to be
beat in an asset auction.  The Company hopes to complete the sale
process in 120 days or less, to minimize any disruption to its
business.

The majority of the creditors of BostonGen's $1.1 billion first-
lien term bank loan, its $250 million first-lien synthetic letter
of credit and its $70 million first-lien revolving credit facility
have signed a sales support agreement.

The Company intends to continue its business operations throughout
the administration of the bankruptcy case and has filed a series
of first-day motions in the bankruptcy court, seeking to ensure
that there will be no material disruption to its operations during
the bankruptcy process and that it will exit the proceedings
through a sale as a going concern. Current management will remain
in place throughout the process, ensuring that there will be no
reliability issues and that the community that relies on the power
generated by BostonGen will not be impacted.

Mark Sudbey, Chief Executive Officer of USPowerGen said,
"BostonGen is a solid operation.  The purpose of these actions, as
well as those we have taken over the past several months, is to
maximize the value of the business for creditors and to provide a
stable working environment for our employees.  We will continue to
support the communities we serve with uninterrupted power
generation.  I am confident that these actions will position the
assets for long term success."

The Company has the requisite funding in hand to operate in
Chapter 11 and with the consent of its first-lien lenders will use
cash generated from continuing operations to meet its working
capital needs during the bankruptcy process.

                          About USPowerGen

USPowerGen, through its subsidiaries Astoria Generating Company
Holdings, L.L.C. and EBG Holdings LLC, owns and operates eight
power generation facilities with a total capacity of over 5,000
Megawatts.  These subsidiaries sell their energy and capacity into
the NYISO and ISO-New England deregulated markets, representing
generation sufficient to serve approximately 20% of the overall
load in New York City as well as approximately 50% of the overall
load in the Boston metropolitan area.


BRIAN CARL: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Brian Jonathan Carl
               Tracy Lynn Carl
               19317 Richmond Beach Dr NW
               Shoreline, WA 98177

Bankruptcy Case No.: 10-19511

Chapter 11 Petition Date: August 12, 2010

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

Judge: Marc Barreca

Debtor's Counsel: Barry A. Keech, Esq.
                  LAW OFFICE OF BARRY A KEECH
                  20126 Ballinger Wy NE, Suite 74
                  Shoreline, WA 98155-1117
                  Tel: (206) 542-5105
                  E-mail: bkeech@bkwa.com

Scheduled Assets: $1,850,208

Scheduled Debts: $2,107,178

A list of the Joint Debtors' 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-19511.pdf

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
MILA Inc.                              07-13059   07/02/07


CALIFORNIA COASTAL: Posts $7.7 Million Net Loss in Q2 2010
----------------------------------------------------------
California Coastal Communities, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $7.7 million on $9.1 million
of revenue for the three months ended June 30, 2010, compared with
a net loss of $7.3 million on $10.5 million of revenue for the
same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$243.0 million in total assets, $219.7 million in total
liabilities, and a stockholders' equity of $23.3 million.

A full-text copy of the Form 10-Q is available for free at:

              http://researcharchives.com/t/s?6952

                    About California Coastal

Irvine, Calif.-based California Coastal Communities, Inc.
-- http://www.californiacoastalcommunities.com/-- is a
residential land development and homebuilding company with
properties owned or controlled primarily in Orange County,
California, and also in Lancaster in Los Angeles county.  The
Company's primary asset is a 356-home luxury coastal community
known as Brightwater in Huntington Beach, California.

California Coastal Communities, Inc. and certain of its direct and
indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy
protection on October 27, 2009 (Bankr. C.D. Calif. Case No.
09-21712).  Joshua M. Mester, Esq., in Los Angeles, California,
serves as counsel to the Debtors.  The Company's financial advisor
is Imperial Capital, LLC.  California Coastal estimated
$100 million to $500 million in assets and debts in its Chapter 11
petition.

California Coastal has submitted a proposed reorganization plan.
The Company has obtained a $184 million financing commitment from
Luxor Capital Group, LP.  The Court has yet to confirm the Plan.


CALIFORNIA COASTAL: Needs $15MM Add'l Capital by Aug. 31 for Plan
-----------------------------------------------------------------
California Coastal Communities, Inc., said in its Form 10-Q for
the quarter ended June 30, 2010, that it needs $15 million in
additional capital to move forward with its proposed
reorganization plan.

California Coastal filed a proposed plan of reorganization in
March.  The Company has obtained commitment from Luxor Capital
Group, L.P., for $184 million of new debt financing to replace, if
funded, the Company's existing $81.7 million revolving loan and
$99.8 million term loan and to fund operations.

On July 28, the Company revised the explanatory disclosure
statement to provide that the definitive documentation for the new
financing will require, as a condition to closing, that the Debtor
obtain an additional $15 million of financing in the form of (i)
indebtedness that would be subordinated to the New Financing; (ii)
equity; or (iii) a combination of debt and equity.  As a result,
the plan confirmation hearing set for August 12 has been
rescheduled.  The outside closing date for the new financing is
August 31.

"There can be no assurance that we and the other Debtors will be
able to successfully complete the New Financing and confirm,
consummate and execute a plan of reorganization with respect to
the Chapter 11 cases that is acceptable to the Bankruptcy Court
and the creditors and other parties in interest," the Company
said.

                  Cash Use Expires September 8

The Company has maintained business operations through the
reorganization process.  The Company noted in its Form 10-Q that
its liquidity and capital resources, however, are significantly
affected by the Chapter 11 cases, noting that use of cash is
limited and subject to approval by the bankruptcy court.  Its
authorization to continue to use cash collateral and sell homes
free and clear of liens is currently scheduled to terminate on
September 8, 2010.

A full-text copy of the Form 10-Q is available for free at:

              http://researcharchives.com/t/s?6952

                    About California Coastal

Irvine, Calif.-based California Coastal Communities, Inc.
-- http://www.californiacoastalcommunities.com/-- is a
residential land development and homebuilding company with
properties owned or controlled primarily in Orange County,
California, and also in Lancaster in Los Angeles county.  The
Company's primary asset is a 356-home luxury coastal community
known as Brightwater in Huntington Beach, California.

California Coastal Communities, Inc. and certain of its direct and
indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy
protection on October 27, 2009 (Bankr. C.D. Calif. Case No.
09-21712).  Joshua M. Mester, Esq., in Los Angeles, California,
serves as counsel to the Debtors.  The Company's financial advisor
is Imperial Capital, LLC.  California Coastal estimated
$100 million to $500 million in assets and debts in its Chapter 11
petition.


CAPMARK FINANCIAL: Dewey & LeBoeuf Bills $8.5MM for March-June
--------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code,
professionals of Capmark Financial Group and its Official
Committee of Unsecured Creditors seek payment of their fees and
reimbursement of their expenses:

A. Debtors' Professionals

Professional                Period          Fees    Expenses
------------                ------          ----    --------
Kaye Scholer LLP           3/01/10-
                            6/30/10       868,545      16,696

Bryan Cave LLP             10/25/09-
                            03/31/10       906,120      14,951

Deloitte Tax LLP           04/17/10-
                            06/30/10        52,315           3

Richards, Layton &         03/01/10-
Finger, P.A.               06/30/10       126,200       8,678

Duff & Phelps, LLC         03/11/10-
                            06/30/10     4,162,686      19,225

Dewey & LeBoeuf LLP        03/01/10-
                            06/30/10     8,507,629     148,847

KPMG LLP                   03/01/10-
                            06/30/10       477,741       5,018

Lazard Freres & Co. LLC    03/01/10-
                            06/30/10     1,550,000      28,660

The Rosner Law Group LLC   03/01/10-
                            06/30/10        18,090       1,247

Kaye Scholer serves as the Debtors' counsel.  Bryan Cave acts as
special counsel to the Debtors.  Deloitte Tax serves as tax
services provider to the Debtors.  Richards Layton acts as the
Debtors' counsel.  Duff & Phelps serves as the Debtors' forensic
advisory provider.  Dewey & LeBoeuf is the Debtors' attorneys.
KPMG LLP serves as the Debtors' tax and accounting advisor.
Lazard Freres acts as the Debtors' financial advisor.  The Rosner
Law Group serves as special Delaware counsel for the Debtors.

B. Committee's Professionals

Professional                 Period          Fees    Expenses
------------                 ------          ----    --------
Houlihan Lokey Howard and  05/01/10-
Zukin Capital, Inc.        06/30/10      $400,000     $46,644

Bayard, P.A.               03/01/10-
                            06/30/10       190,527       9,244

Kramer Levin Naftalis      03/01/10-
& Frankel LLP              06/30/10       842,204      17,466

Kasowitz, Benson, Torres   03/01/10-
& Friedman LLP             06/30/10       604,257       2,671

Wilmer Cutler Pickering    02/01/10-
Hale and Dorr LLP          06/30/10        14,951           8

Alvarez & Marsal North     03/01/10-
America, LLC               06/30/10       761,788       4,564

Houlihan Lokey Howard &    03/01/10-
Zukin Capital, Inc.        06/30/10       800,000      62,953

JR Myriad LLC              03/01/10-
                            06/30/10        71,360         174

Houlihan Lokey serves as financial advisor and investment banker
to the Committee.  JR Myriad serves as commercial real estate
advisors to the Committee.  Kasowitz Benson acts as co-counsel to
the Committee.  Bayard is the Committee's Delaware counsel.
Kramer Levin serves as the Committee's counsel.  Kasowitz acts as
the Committee's special litigation counsel.  Wilmer Cutler serves
as the Committee's attorneys.  Alvarez & Marsal and Houlihan
Lokey act as the Committee's financial advisor.  JR Myriad serves
as the Committee's commercial real estate business advisors.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark had total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash. Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.

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


CATHOLIC CHURCH: Spokane Trustee Wants Ruling on Reserve Fund
-------------------------------------------------------------
Gloria Z. Nagler, Plan Trustee of the Catholic Bishop of Spokane,
also known as The Catholic Diocese of Spokane, asks the United
States Bankruptcy Court for the Eastern District of Washington to
enter an order confirming her interpretation of the Confirmed Plan
of Reorganization's provisions related to the use of the $200,000
contingency reserve fund.

Ms. Nagler asserts that use of the Plan's contingency reserve for
administrative professional fees and expenses incurred to enforce
the Plan's provisions is implicit in the Plan, and hence, she
seeks judicial confirmation of her intention to use the
contingency reserve for that enforcement.  She also filed a
declaration in support of her request.

The Plan expressly provides for creation of a Future Claims fund,
initially funded by the Diocese with $1,000,000, for use by the
Plan Trustee in payment of all allowed Future Tort Claims.  Per
the terms of the Plan, the Plan Trustee is to hold $200,000 of the
initial $1,000,000 deposit as a contingency reserve until all
allowed Future Tort Claims have been paid in full.

Final disposition of the Contingency Reserve is governed by the
Plan.  Specifically, it is to be distributed upon payment in full
of all allowed Future Tort Claims-Extended and all Plan Trust
costs and expenses associated with Future Tort Claims-Extended,
and upon the 23rd anniversary of the effective date of the Plan,
to a recognized charity engaged in providing services to persons,
who have been sexually abused as minors.

To date, Ms. Nagler discloses, the expenses related to
administration of the future tort claims fund have totaled
$345,429, which together with the money paid to future tort
claimants, leaves a balance of $284,570 in the Future Tort Claims
fund as of July 26, 2010.  Of that $284,570, $50,000 is set aside
for payment of an already allowed Future Tort claim, and at least
$24,000 of administrative fee claims will be pending for July
2010.

Ms. Nagler tells the Court that additional future tort claims of
an amount exceeding the remaining balance in the FTC Fund are
under consideration by the TCR.  Given that (i) some or all of the
future tort claims will result in future tort claim awards,
(ii) the pending appeals will require expenditure of
administrative time for preparations of responses, and (iii) she
has observed patterns of administrative expense related to the
administration of the FTC Fund, which allow her to predict the
cost of future administration, she asserts that the $84,570
remaining, before use of the Contingency Reserve, will be fully
paid out or obligated to be paid out by the end of August 2010.

To give the Diocese additional time, Ms. Nagler says, she has
given verbal notice to the Diocese of the upcoming need to
replenish the Future Tort Claims fund.  She notes that the Diocese
has not yet provided any response as to whether replenishment will
be timely when her formal request is made.

Hence, Ms. Nagler seeks the Court's confirmation that she may use
the Contingency Reserve Funds, if needed, to pay costs and fees
associated with the enforcement of the Plan and replenishment of
the FTC Fund, if the enforcement action becomes necessary.

Representing the Plan Trustee, William F. Malaier, Jr., Esq.,
at Nagler & Malaier, P.S., in Seattle, Washington --
william@naglerlaw.com -- notifies parties-in-interest that
objection to the request must be filed by August 19, 2010.  He
points out that if no response is timely filed and served, the
Court may, in its discretion, enter an order without an actual
hearing or further notice.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan is effective May 31, 2007.  (Catholic Church Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CC MEDIA: Lowers Net Loss to $77.2 Million in Q2 2010
-----------------------------------------------------
CC Media Holdings, Inc., reported that its consolidated net loss
in the second quarter of 2010 decreased to $77.2 million compared
to a consolidated net loss of $3.68 billion for the same period in
2009.

CC Media Holdings reported revenues of $1.49 billion in the second
quarter of 2010, an increase of 4% from the $1.44 billion reported
for the second quarter of 2009, and revenues also would have
increased 4% excluding the effects of movements in foreign
exchange rates.

"Our second quarter results reflect the positive impact of the
global advertising market recovery combined with the ongoing
execution of our strategic plan to maximize our performance and
improve profitability across our operations," said Mark Mays,
President and CEO of CC Media Holdings, in a company news release.
"During the quarter, we saw improvement in both revenue and profit
margins across our radio and outdoor platforms. The fundamentals
of our business are clearly improving, as we return to revenue
growth and attain the benefits of our cost reduction efforts."

Mark Mays further noted, "Our assets represent an exceptional
platform for reaching and influencing millions of consumers across
the globe. As a result of our restructuring efforts, including the
successful divestiture of non-strategic assets during the past
year, we are now a more efficient and focused company, positioned
to drive returns for our shareholders. Given the ongoing momentum
we are seeing across our business, we remain optimistic regarding
our growth prospects for the full year."

The Company's balance sheet at June 30, 2010, showed $17.287
billion in assets, $24.496 billion in total liabilities and a
shareholders' deficit of $7.209 billion.

A copy of the Company's Form 10-Q filed with the Securities and
Exchange Commission is available at no charge at:

                http://researcharchives.com/t/s?6963

A copy of the earnings release is available for free at:

                http://researcharchives.com/t/s?6964

                 About CC Media and Clear Channel

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel (OTCBB:CCMO) is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

                           *     *     *

Clear Channel Carries a Caa2 corporate family rating from Moody's
Investors Service.


CLEAR CHANNEL OUTDOOR: Net Loss Down to $2.5MM in Q2 of 2010
------------------------------------------------------------
Clear Channel Outdoor Holdings, Inc., reported revenues of
$701.4 million in the second quarter of 2010, a 1% increase from
the $692.1 million reported for the second quarter of 2009, and
excluding the effects of movements in foreign exchange rates, the
revenue increase would have been 2%.

The Company's consolidated net loss in the second quarter of 2010
was $2.5 million compared to a consolidated net loss of $689.4
million for the same period in 2009.  Included in the 2009 results
are impairment charges of approximately $812.4 million.

Mark Mays, CEO of Clear Channel Outdoor, commented: "We continued
to see positive business momentum across many of our markets
during the second quarter. We are making considerable progress in
executing our strategic plan to capitalize on the extraordinary
reach and breadth of our outdoor assets in a recovering
advertising environment. As we return to top-line growth, we are
also generating consistent improvement in our profit margins, as a
result of our commitment to focusing on our most profitable
businesses, carefully managing our costs and building efficiencies
across our operations."

Mark Mays further noted, "Looking ahead, we remain optimistic
about our growth prospects for the full year, given the strong
trends that have continued into the current quarter. We are
focused on driving ongoing innovation across our platform and
maximizing our ability to deliver results for our advertising
partners. As the global advertising market continues to recover,
we believe we are well positioned to grow and generate increased
cash flow from our operations to the benefit of our shareholders."

The Company's balance sheet at June 30, 2010, showed $6.91 billion
in total assets, $4.315 billion in total liabilities, and a
shareholders' equity of $2.598 billion.

A copy of the Company's Form 10-Q filed with the Securities and
Exchange Commission is available at no charge at:

                http://researcharchives.com/t/s?6966

A copy of the earnings release is available for free at:

                http://researcharchives.com/t/s?6965

                     About Clear Channel Outdoor

Clear Channel Outdoor (NYSE: CCO), headquartered in San Antonio,
Texas, is in the outdoor advertising industry, providing clients
with advertising opportunities through billboards, street
furniture displays, transit displays, and other out-of-home
advertising displays.


CLEAR CHANNEL CAPITAL: June 30 Balance Sheet Upside-Down by $7.2BB
------------------------------------------------------------------
Clear Channel Capital I, LLC, reported a comprehensive loss of
$155.75 million on $1.49 billion of revenue for the quarter ended
June 30, 2010, compared with a comprehensive loss of $3.6 billion
on $1.44 billion of revenue during the same period in 2009.

The Company's balance sheet at June 30, 2010 showed
$17.287 billion in total assets, $24,496,080 in total liabilities,
and a members' deficit of $7.209 billion.

                   About Clear Channel Capital I

Clear Channel Capital I, LLC is the direct parent of Clear Channel
Communications, Inc.  The Company is a limited liability company
organized under Delaware law, with all of its interests being held
by Clear Channel Capital II, LLC, a direct, wholly-owned
subsidiary of CC Media Holdings, Inc.  CCMH was formed in May 2007
by private equity funds sponsored by Bain Capital, LLC and Thomas
H. Lee Partners, L.P., for the purpose of acquiring the business
of Clear Channel. The acquisition was consummated on July 30, 2008
pursuant to the Agreement and Plan of Merger, dated November 16,
2006, as amended on April 18, 2007, May 17, 2007 and May 13, 2008.


CLEAR CHOICE: Files Voluntary Petition Under Chapter 11
-------------------------------------------------------
Clear Choice USA, LLC has filed a voluntary petition for relief to
reorganize under Chapter 11 of the United States Bankruptcy Code.

The Reorganization process will facilitate Clear Choice USA's
restructuring, which is designed to restore the company to long-
term financial health while the Company continues to operate in
the normal course of business.

Clear Choice USA will continue its national operations and
maintain its long-standing commitment to its customers and
dealers, while continuing to provide a superior quality product at
what they feel is the best value in the replacement window
industry.  The Company intends to maintain all normal business
operations after the filing for reorganization.

Chapter 11 permits a company to continue normal operations while
it develops a plan of reorganization to address its existing debt,
capital and cost structures.  The Board of Directors has
unanimously determined that reorganization is in the best interest
of the Company, its customers, creditors and other interested
parties.

A company spokesperson says, "We have streamlined processes for
our dealers, while strengthening our relationship with our
suppliers. Clear Choice is in a much better position to move
forward with the new structure we have in place.  We are excited
about the future and our ability to better serve our dealers and
customers."


COATES INT'L: Posts $497,200 Net Loss for June 30 Quarter
---------------------------------------------------------
Coates International Ltd. filed its quarterly report on From 10-Q,
reporting net loss of $497,232 on zero revenue from research and
development for the three months ended June 30, 2010, compared
with net income of $744,121 on zero revenue for the same period a
year earlier.

The Company's balance sheet at June 30, 2010, showed $3.19 million
in total assets, $3.59 million in total liabilities, and a
$404,242 stockholders' deficit.

A full-text copy of the Company's Form 10-Q is available fo free
at http://ResearchArchives.com/t/s?6931

                    About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

                          Going Concern

Meyler & Company, LLC, in Middletown, New Jersey, in its March 30,
2010, report said Coates International, Ltd., continues to have
negative cash flows from operations, recurring losses from
operations, and has a stockholders' deficiency.  These conditions
raise substantial doubt about its ability to continue as a going
concern, the auditor said.


COLTS RUN: Has Access to Cash Collateral Until Mid-September
------------------------------------------------------------
Colts Run, L.L.C., obtained interim authorization from the Hon.
Pamela S. Hollis of the U.S. Bankruptcy Court for the Northern
District of Illinois to use PNC Bank, National Association's cash
collateral until mid-September.

Since May, the Court has entered four interim orders allowing the
Debtor to use cash collateral in accordance with a budget.  A copy
of the latest budget is available for free at:

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

In exchange for using the cash collateral, the Debtor will grant
PNC replacement liens.  To the extent the adequate protection of
the interests of PNC in the collateral proves insufficient, the
Debtor will grant PNC an allowed claim in the amount of any
insufficiency.

The Debtor will deliver to PNC a weekly variance report by
Wednesday of the following week.

The Court has set a final hearing for September 14, 2010, at
11:00 a.m. on the Debtor's request to be allowed to use the cash
collateral.

Lake Forest, Illinois-based Colts Run, LLC, owns and operates a
residential apartment project located in Lexington, Kentucky,
known as Colts Run Apartments.  The Company filed for Chapter 11
protection on April 23, 2010 (Bankr. N.D. Ill. Case No. 10-18071).
David K. Welch, Esq., at Crane Heyman Simon Welch & Clar, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10 million to $50 million as of the
Petition Date.


COMSTOCK HOMEBUILDING: Posts $1.84MM Net Loss for June 30 Qtr.
--------------------------------------------------------------
Comstock Homebuilding Companies Inc. filed its quarterly report on
Form 10-Q, reporting net loss of $1.84 million on $6.43 million of
revenue for the three months ended June 30, 2010, compared with a
net loss of $27.74 million on $2.60 million of revenues for the
same period a year ago.

The Company's balance sheet at June 30, 2010, showed
$47.99 million in total assets, $37.32 million in total
liabilities, and a $10.67 million total equity.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6921

                    About Comstock Homebuilding

Based in Reston, Virginia, Comstock Homebuilding Companies, Inc.,
is a multi-faceted real estate development company engaged in the
development of for-sale residential and mixed use products.  The
Company's substantial experience in building a diverse range of
products including single-family homes, townhouses, mid-rise
condominiums, high-rise multi-family condominiums and mixed-use
(residential and commercial) developments has positioned Comstock
as a prominent real estate developer and home builder in the
Washington, D.C. market place.

                    Strategic Realignment Plan

In its annual report on Form 10-K, the Company noted that its
liquidity remains below desired levels and it continues to have
limited access to new capital.  The Company also said management
has spent much of 2009 focused on negotiating with lenders to
eliminate and restructure debt which has temporarily limited its
ability to pursue new business opportunities.


C.R. STONE: Detailed Data Not Required in Preference Suit
---------------------------------------------------------
Disagreeing with contrary decisions out of Delaware, WestLaw
reports, a bankruptcy judge in Massachusetts held that, in order
to state a preference avoidance claim, a Chapter 7 trustee did not
have to satisfy a heightened pleading standard by specifically
identifying in his complaint the nature and amount of each
antecedent debt.  Nor did he need to identify each alleged
preferential transfer by date, by the name of the
debtor/transferor, the name of the transferee, and the amount of
the transfer.  It was enough if the complaint provided fair notice
of the trustee's claim and of the grounds on which it was based.
In re C.R. Stone Concrete Contractors, Inc., --- B.R. ----, 2010
WL 2404198 (Bankr. D. Mass.).

Headquartered in Franklin, Massachusetts, C.R. Stone Concrete
Contractors, Inc., operated a concrete contracting, design and
installation business.  The Debtor sought Chapter 11 protection
(Bankr. D. Mass. Case No. 05-11119) on Feb. 18, 2005,
represented by Alan L. Braunstein, Esq., at Riemer &
Braunstein, LLP.  When the Debtor filed for protection from
its creditors, it estimated its assets and debts between
$1 million and $10 million.

On August 17, 2005, the Court converted the Debtor's case to a
Chapter 7 liquidation.  Joseph G. Butler, Esq., at Barron &
Stadfeld, P.C., was appointed as Chapter 7 Trustee.


DANIEL GOFF: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Daniel W. Goff, P.C.
        P.O. Box 10956
        Eugene, OR 97440

Bankruptcy Case No.: 10-64911

Chapter 11 Petition Date: August 12, 2010

Court: United States Bankruptcy Court
       District of Oregon

Judge: Frank R. Alley III

Debtor's Counsel: Daniel W. Goff, Esq.
                  DANIEL W.L GOFF, P.C.
                  310 E. 11th Avenue
                  P.O. Box 10956
                  Eugene, OR 97440
                  Tel: (541) 2 345-7211

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

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

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/orb10-64911.pdf

The petition was signed by Daniel W. Goff, president.


DCM CONTRACTING: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: DCM Contracting, LLC
        14 Valevue Road
        Madison, NJ 07940

Bankruptcy Case No.: 10-34827

Chapter 11 Petition Date: August 12, 2010

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Melinda D. Middlebrooks, Esq.
                  MIDDLEBROOKS SHAPIRO & NACHBAR, P.C.
                  1767 Morris Ave., Suite 2A
                  Union, NJ 07083
                  Tel: (908) 687-6161
                  Fax: (908) 687-9090
                  E-mail: middlebrooks@middlebrooksshapiro.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb10-34827.pdf

The petition was signed by Stephen Adamowitz.


DELTA MUTUAL: Delays Filing of Quarterly Report on Form 10-Q
------------------------------------------------------------
Delta Mutual Inc. said it could not file its quarterly report on
Form 10-Q for the period ended June 30, 2010, with the Securities
and Exchange Commission because management is in the process of
finalizing the operating results of the second quarter of the 2010
fiscal year.

The company said the information could not be assembled and
analyzed without unreasonable effort and expense to the
Registrant.  The Form 10-Q will be filed as soon as practicable
and within the 5 day extension period.

                        About Delta Mutual

Scottsdale, Ariz.-based Delta Mutual, Inc. (OTCBB: DLTZ)
-- http://www.deltamutual.com/-- is continuing its investment in
the energy field and is currently in the process of opening oil
wells in the Guemes area of Salta in Argentina and has partnered
with major oil and gas companies to increase its presence and
asset producing properties.

The Company's balance sheet as of March 31, 2010, showed
$2,201,782 in assets, $1,213,864 of liabilities, and a $987,918
stockholders' equity.

                          *     *     *

Following the Company's 2009 results, Jewett, Schwartz, Wolfe &
Associates, in Hollywood, Florida, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has an accumulated
deficit of $3,580,837 and working capital deficiency of $967,042
as of December 31, 2009, and is not generating sufficient cash
flows to meet its regular working capital requirements.


DESERT CAPITAL: Posts $10.9 Million Net Loss in Q2 Ended June 30
----------------------------------------------------------------
Desert Capital REIT, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $10.9 million for the three months
ended June 30, 2010, compared with a net loss of $19.7 million for
the same period of 2009.

Contributing to the second quarter net loss was $5.2 million in
impairments of real estate investments, including losses in equity
investments, and the Company's continued increase in operating
costs, specifically expenses related to its ownership of
foreclosed properties and a $3.0 million impairment on its related
party note receivable.

The Company's balance sheet as of June 30, 2010, showed
$70.2 million in total assets, $56.8 million in total liabilities,
and a stockholders' equity of $13.4 million.

As reported in the Troubled Company Reporter on March 26, 2010,
Hancock Askew & Co., LLP, in Savannah, Ga., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses from operations and cash
flow produced from operating activities is not sufficient to meet
current obligations and debt payments.

The Company acknowledges in latest 10-Q that due to its limited
sources of operating revenue, recurring cash flow will not be
sufficient to satisfy its operating costs and obligations.  "To
fund our cash shortfall, we expect to sell assets and may incur
additional debt against our real estate owned assets.  Given
current market conditions, we may not be able to liquidate assets
at a price we believe to be reasonable, or at all, or be able to
incur debt on attractive terms.  In the event we are unable to
liquidate assets sufficient to cover our interest payments on our
junior subordinated notes, we would be in violation of the terms
of the standstill agreement on our trust preferred securities.  As
a result, the holders of the trust preferred securities could
exercise their rights to collect the debt, impacting our ability
to continue as a going concern."

A full-text copy of the Form 10-Q is available for free at:

               http://researcharchives.com/t/s?6946

                      About Desert Capital

Henderson, Nev.-based Desert Capital REIT, Inc. is a Maryland
corporation formed in December 2003 as a real estate investment
trust.  The Company at the start specialized in the financing of
real estate projects by providing short-term mortgage loans to
homebuilders and commercial developers.  Due to market conditions
since 2007 that lead to its foreclosure on substantially all its
mortgage loans, the Company has adjusted its portfolio strategy to
include land ownership and investments in real estate ventures.


DOLLAR THRIFTY: Key Hearing on Merger Suit on August 25
-------------------------------------------------------
According to a regulatory filing by Dollar Thrifty Automotive
Group Inc., the Delaware Court of Chancery granted on August 10,
2010, an Order for notice and scheduling of hearing on motion for
class certification in the actions consolidated under the caption
In re Dollar Thrifty Shareholder Litigation (Consolidated C.A. No.
5458-VCS).

According to the Notice, plaintiffs have a pending motion that
seeks (i) the certification of the action as a class action
pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1) and
23(b)(2) on behalf of a class consisting of all persons who owned
common stock of Dollar Thrifty for the period from and including
April 25, 2010 and the date of consummation or termination of the
proposed merger between Dollar Thrifty and Hertz Global Holdings,
Inc., including any and all of their legal representatives, heirs,
successors in interest, transferees and assigns of all such
foregoing holders or persons and (ii) the appointment of
plaintiffs Pompano Beach Police & Firefighters' Retirement System
and Northern California Pipe Trades Pension Plan as class
representatives.  In connection with the Motion, members of the
putative Class are being afforded the opportunity to signify
whether they consider the representation of the putative Class by
the Representative Plaintiffs and their counsel to be fair and
adequate.

The lawsuit stems from a plan of merger dated April 25, 2010,
pursuant to which Hertz purports to acquire Dollar Thrifty,
subject to, among other things, the approval by Dollar Thrifty
stockholders and the Federal Trade Commission, for cash and stock
valued upon the execution of the Merger Agreement at $41 per share
of Dollar Thrifty stock.  The $41 per share consideration includes
a $200 million special cash dividend representing approximately
$6.88 per share that will be paid by Dollar Thrifty immediately
prior to the Merger's closing.  The Merger Agreement provides that
Hertz will pay upon closing a combination of $25.92 per share in
cash as well as Hertz common stock at a fixed exchange ratio of
0.6366 per Dollar Thrifty share, worth $8.20 per share as of the
Merger's announcement given that Hertz common stock closed at
$12.88 per share on April 23, 2010 (the last trading day prior to
the announcement of the Merger).

On April 26, 2010, Dollar Thrifty and Hertz announced that they
had entered into the Merger Agreement.  Following the Merger
Agreement's announcement, Representative Plaintiffs and other
shareholders of Dollar Thrifty, through their counsel, commenced
litigation before the Court of Chancery of the State of Delaware
on behalf of themselves and all similarly situated shareholders of
Dollar Thrifty.  Representative Plaintiffs challenged the Merger
Agreement on several grounds.

On July 6, 2010, Representative Plaintiffs filed their
Consolidated Class Action Complaint, which alleges that the
members of the Dollar Thrifty board of directors breached their
fiduciary duties in connection with the proposed Merger, and that
Hertz aided and abetted the same.  Specifically, Representative
Plaintiffs allege that instead of seeking to maximize stockholder
value, the Board, in bad faith, (i) agreed to an inadequate offer
from Hertz without exploring strategic alternatives and (ii)
locked up the proposed Merger through unjustifiable deal
protection measures.  Representative Plaintiffs also filed a
motion for a preliminary injunction.

At the Court's suggestion, the parties met and conferred
concerning the possible rescheduling of the August 10, 2010
hearing to a later date.  At a conference held on July 28, 2010,
the Court rescheduled the hearing on the Motion for Preliminary
Injunction for August 25, 2010, at 9:30 a.m.

A full-text copy of the order and notice is available for free at:

               http://ResearchArchives.com/t/s?691d
               http://ResearchArchives.com/t/s?691e

                       About Dollar Thrifty

Dollar Thrifty Automotive Group, Inc., is headquartered in Tulsa,
Oklahoma.  Driven by the mission "Value Every Time," the Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in over 70 countries.  Dollar and Thrifty have
over 600 corporate and franchised locations in the United States
and Canada, operating in virtually all of the top U.S. and
Canadian airport markets.  The Company's approximately 6,400
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

At March 31, 2010, the Company had total assets of $2,470,879,000,
total liabilities of $2,047,769,000, and a stockholders' equity of
$423,110,000.

                           *     *     *

As reported by the Troubled Company Reporter on May 5, 2010,
Dominion Bond Rating Service placed the ratings of Dollar Thrifty
Automotive Group, Inc., including its Issuer Rating of B (high),
Under Review with Positive Implications.  This ratings action
follows the announcement that the Company has reached a definitive
agreement to be acquired by the higher-rated Hertz Corporation.
DBRS rates Hertz BB, at the issuer level.

In November 2009, Standard & Poor's Ratings Services raised its
corporate credit rating of Dollar Thrifty to 'B-' from 'CCC', in
light of the Company's improved operating and financial
performance that began in mid-2009.  Moody's Investors Service
also upgraded Dollar Thrifty's Probability of Default Rating to
'B3' from 'Caa2' and Corporate Family Rating to 'B3' from 'Caa3'.

DBRS has commented that the ratings of Dollar Thrifty Automotive
Group, Inc., including its Issuer Rating of B (high) are
unaffected following the Company's announcement of 2Q10 earnings
results.  All ratings remain Under Review Positive, where they
were placed on April 28, 2010.


EASTON-BELL: Board Names Kevin Mansfields as Director
-----------------------------------------------------
The Board of Directors of Easton-Bell Sports Inc. appointed on
Aug. 12, Kevin Mansfield as a director of the Company and a member
of the Audit Committee of the Board of Directors.

Andrew Claerhout, a current director of the Company, was also
appointed to the Compensation Committee of the Board of Directors.
Mr. Mansfield and Mr. Claerhout were appointed to the Audit
Committee and Compensation Committee, respectively, to fill the
vacancies resulting from the resignation of Shael Dolman from the
Board of Directors, the Audit Committee and the Compensation
Committee.

Mr. Dolman resigned from the Board of Directors and the committees
of the Board of Directors on which he served on August 12, 2010.
Mr. Dolman was a director and member of the Audit Committee and
the Compensation Committee.  The resignation of Mr. Dolman is not
the result of any disagreement with the Company on any matter
relating to the Company's operations, policies or practices.

                     About Easton-Bell Sports

Easton-Bell Sports, Inc. -- http://www.eastonbellsports.com/--
designs, develops and markets innovative sports equipment,
protective products and related accessories under authentic
brands.  The Company markets and licenses products under such
well-known brands as Easton, Bell, Riddell, Giro and Blackburn.
Headquartered in Van Nuys, California, the Company has 29
facilities worldwide.

The Company's balance sheet at June 30, 2010, showed
$969.96 million in total assets, $601.65 million in total
liabilities, and a $368.30 million stockholders' equity.

                           *     *     *

Easton Bell has 'B3' corporate family and probability of default
ratings, with "positive" outlook, from Moody's Investors Service.
It has 'B-' issuer credit ratings, with "positive" outlook, from
Standard & Poor's.


ECONOMETRIC MANAGEMENT: Sec. 341(a) Meeting Scheduled for Sept. 9
-----------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of
Econometric Management, Inc.'s creditors on September 9, 2010, at
2:00 p.m.  The meeting will be held at the Office of the U.S.
Trustee, 1100 Commerce Street, Room 976, Dallas, TX 75242.

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

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

St. Thomas, USVI, Texas-based Econometric Management, Inc., filed
for Chapter 11 protection on August 6, 2010 (Bankr. N.D. Tex. Case
No. 10-35551).  Julie Ann Linares, Esq., at The Linares Law Firm,
PLLC, assists the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and debts at
$1 million to $10 million as of the Petition Date.

An affiliate, PRM Development, LLC, filed a separate Chapter 11
petition on August 6, 2010 (Bankr. N.D. Tex. Case No. 10-35547).


ENERGY FUTURE: Fitch Drops IDR to 'CCC' on Debt Woes
----------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings of Energy
Future Holdings Corp. and its subsidiaries Energy Future
Intermediate Holding Company LLC, Texas Competitive Electric
Holdings Company LLC, and Energy Future Competitive Holdings
Company by one notch to 'CCC' from 'B-'.  The ratings of Oncor
Electric Delivery Company, LLC are affirmed.  The Rating Outlook
for all issuers in the group is now Stable.

The IDR downgrade of EFH and its non-utility subsidiaries has no
impact on the securities ratings of EFH and EFIH, which are being
affirmed, due to Fitch's current view of recovery prospects at
EFH.  The senior secured bank credit facilities ratings of TCEH
are also affirmed, while unsecured TCEH and EFCH obligations were
downgraded by one notch.  Approximately $41.7 billion of
obligations are affected by the rating actions.

The downgrades of the IDRs of EFH and its non-ring-fenced
subsidiaries reflect large debt maturities occurring in 2014,
over-leveraged capital structure, cash flow dependence on the
forward natural gas NYMEX curve, which has been consistently
moving down since mid-2008, and the likely outcome of future debt
exchanges and amend-and-extend bank facility negotiations.  In
Fitch's view, potential defaults in 2011-2012 are considered more
likely to result from coercive debt exchanges and unlikely to
result from payment defaults.

The Stable Outlooks for EFH and subsidiaries reflect the
significant hedge book, which is anticipated to contribute to
steady cash flows and adequate coverage ratios through 2012, the
successful completion of construction of three lignite-fueled
units, as well as the stability of Oncor's performance.  In
addition, the EFH non-ring-fenced issuer group has sufficient
liquidity and facilities, and its businesses are well-operated.
Three new baseload lignite facilities with 2,200 megawatts (MW) of
capacity recently achieved substantial completion and will produce
incremental cash flows as well as reduce capital spending needs at
TCEH.

Fitch expects EFH's consolidated funds from operations coverage
ratio (including Oncor) to remain in a stable range of at least
1.5 times through 2012.  EFH (excluding Oncor) had $3.5 billion of
liquidity as of June 30, 2010.  While the debt exchange settlement
will reduce cash and equivalents by approximately $500 million,
remaining liquidity is expected to cover normal needs.

Key rating factors for EFH include: the forward curve for natural
gas prices for 2013 and beyond, future electric power demand and
market heat rates in ERCOT, and high-yield capital market
conditions over the next few years.  EFH's open (un-hedged)
natural gas position substantially increases starting in 2013 with
49% and 82% of gas exposure open in 2013 and 2014, respectively,
as of June 30, 2010.  NYMEX gas price forward curves have been
steadily declining for these years.  The first important maturity
date for the EFH group is December 2012, at which time the right-
way commodity bank facility will expire; extensions of the
revolving credit due 2013 and term loans due 2014 are larger
challenges.  Additional rating concerns include higher costs from
pending and potential EPA multi-pollutant and carbon costs.

                      Balance Sheet Management

The debt and interest reductions from the debt exchange, while
beneficial to credit metrics, are relatively small in comparison
to remaining debt outstanding post-exchange.  In the exchange,
approximately $3.6 billion of EFH unsecured, guaranteed notes were
tendered for approximately $2.18 billion of new 10.0% EFIH senior
secured notes and approximately $500 million of cash.

The debt exchange is consistent with the management strategy to
extend maturities of bonds and reduce debt.  The exchange reduces
2017 bond maturities by approximately $2.7 billion using
$2.2 billion of new secured debt due in 2020 and $500 million of
cash and will lower interest payments (cash and pay in kind) by
over $200 million per annum.

                        Recovery Prospects

Fitch's assessment of EFH and EFIH debt-issue recovery prospects
continue to depend solely on the value of their 80% indirect
membership interest in Oncor Holdings Company LLC (not rated by
Fitch).  Fitch's current view is that the value of Oncor Holdings'
equity interest is at least equal to its proportionate share in
Oncor's book value, or approximately $5.5 billion as of June 30,
2010, before considering the expected increase in book value
between now and 2013.  Fitch expects EFH management to continue to
monetize its equity interests in Oncor Holdings by issuing secured
debt in exchanges which may reduce future recovery ratings of
unsecured issues through further subordination.

Recovery ratings for TCEH and EFCH securities are based on the
values of power facilities as outlined in Fitch's report 'Energy
Future Holdings Corp.', dated April 21, 2010.  Fitch widened the
notching of the senior secured credit facilities to three notches
because the value of TCEH's generation assets and retail business
continues to support outstanding recovery prospects for secured
lenders in Fitch's view.  Junior securities were downgraded
because of declining forward gas curves and Fitch's belief that
EFH could take advantage of second lien borrowing capacity at TCEH
which reduce junior debt recovery prospects.

The IDR of Oncor is affirmed at 'BBB-' with a Stable Outlook.
Oncor's ratings are supported by a healthy regulated transmission
and distribution utility business that has steady cash flow with
rate base growth opportunities related to transmission projects to
connect West Texas wind power to load centers, the 2009 rate
order, and advanced metering investments.  Credit ratios are
consistent with the investment-grade rating, with FFO coverage
ratio of 3.9x for the trailing 12 months ended June 30, 2010.
Oncor bears no commodity price risk and has low business risk as a
pure T&D utility with a relatively strong service territory
economy.

While Fitch considers Oncor to be effectively ring-fenced from the
rest of the EFH group, Oncor's credit market access or credit
spreads could nonetheless become constrained by any deterioration
in the financial condition of EFH and non-ring-fenced affiliates.
Importantly, the Public Utilities Commission of Texas recognized
Oncor's ring-fencing in the 2009 base rate order by rejecting a
proposed consolidated tax savings adjustment.  Large capital
spending plans are expected to constrain Oncor dividends to EFH as
Oncor is expected to maintain equity to capital at Oncor within
the 40% maximum PUCT-required level (excluding bank facility
borrowings) and fund external needs with a balanced mix of debt
and equity.

Fitch has taken these rating actions:

EFH:

  -- IDR downgraded to 'CCC' from 'B-';
  -- Secured notes affirmed at 'B+/RR1';
  -- Guaranteed notes affirmed at 'B/RR2', previously 'B/RR3';
  -- Senior notes (non-guaranteed) affirmed at 'CCC/RR4'.

The Outlook is Stable.

EFIH:

  -- IDR downgraded to 'CCC' from 'B-';
  -- Secured notes affirmed at 'B+/RR1';

The Outlook is Stable

TCEH:

  -- IDR downgraded to 'CCC' from 'B-';

  -- Senior secured bank facilities affirmed at 'B+/RR1';

  -- Secured lease facility bonds downgraded to 'B-/RR3' from
     'B/RR3' (secured by certain combustion turbine assets);

  -- Guaranteed notes downgraded to 'CCC/RR4' from 'B-/RR4';

  -- Senior unsecured debt (non-guaranteed) including various
     pollution control bonds issued by the Brazos River Authority
     (TX), Sabine River Authority (TX), and Trinity River
     Authority (TX) downgraded to 'CC/RR5' from 'CCC/RR5'.

The Outlook is Stable

EFCH:

  -- IDR downgraded to 'CCC' from 'B-';
  -- Unsecured notes downgraded to 'CC/RR5' from 'CCC/RR5'.

The Outlook is Stable.

Oncor:

  -- Long-term IDR affirmed at 'BBB-';
  -- Senior secured debt affirmed at 'BBB';
  -- Short-term IDR and commercial paper affirmed at 'F3'.

The Outlook is Stable.


ENERGY FUTURE: Moody's Changes Default Rating to 'Caa2/LD'
----------------------------------------------------------
Moody's Investors Service changed the probability of default
rating for Energy Future Holdings Corp. to Caa2/LD from Ca
following the completion of a debt restructuring which Moody's
views as a distressed exchange.  EFH's Caa1 CFR and SGL-4
liquidity rating are affirmed.  The rating outlook remains
negative.  In addition, Moody's assigned a Caa3 rating to the
Energy Future Intermediate Holding Co. LLC 10% senior secured
notes due 2020.

                        Ratings Rationale

EFH recently executed a debt restructuring which involved an
exchange of its 10.875% senior unsecured (guaranteed) notes due
2017 and its 11.25% / 12.00% senior unsecured PIK Toggle
(guaranteed) notes due 2017 for new 10.00% senior secured notes
due 2020 issued at EFIH, plus approximately $500 million in cash,
plus accrued interest.  These events had the effect of allowing
EFH to reduce its overall net debt by approximately $1.0 billion
and extend a portion of its maturities.  The transaction
crystallized losses for investors of approximately 30%.  Taken as
a whole, Moody's views the transaction as a distressed exchange
and has classified this transaction as a limited default by
appending an LD designation to the PDR.  In approximately three
business days, Moody's will remove the LD designation and
reposition the PDR to Caa2.

The affirmation of EFH's Caa1 CFR considers the very weak
financial profile, untenable capital structure, questionable long-
term business plan and material operating headwinds for the
company.  For the twelve months ended June 2010, the ratio of
EFH's consolidated cash flow from operations, CFO before changes
in working capital and funds from operations to total debt
outstanding was approximately 3%, 5% and 3%, respectively.  In
Moody's opinion, these credit metrics indicate that EFH has very
little financial flexibility.

EFH's speculative grade liquidity rating is SGL-4, representing a
weak liquidity profile over the next four quarters.  The SGL-4
also reflects a continuing weak CFO generating forecast, a
material reduction in cash on the balance sheet (reduced by
approximately $575 million) with the proposed exchange offer, an
expectation for steady erosion of the headroom cushion associated
with covenants under TCEH's secured revolver expiring in 2013 and
little, if any, un-encumbered assets (with the exception of Oncor)
as possible sources of additional liquidity.  Approximately
$20 billion of EFH's total consolidated debt is scheduled to
mature in 2014.  The magnitude of this refinancing risk represents
a significant credit and liquidity issue, in Moody's opinion.

Moody's also views EFH's capitalization as being relatively
complex, in part due to numerous, often inter-related, incurrence
tests and other covenants.  Moody's observe that EFH's revised
capitalization, which reflects the current exchange offer, does
little to reduce this complexity.

EFH's negative outlook reflects Moody's continuing concerns
regarding the long-term sustainability of EFH's business model and
its untenable capital structure.  Moody's continues to believe
EFH's longer-term fundamentals remain weak, given the current
commodity price environment.  Moody's concerns include: the
magnitude of EFH's total consolidated debt (almost $45 billion,
including Oncor); significant looming maturities in 2013 and 2014
(approximately $23 billion); a weakening liquidity profile; the
longer-term prospects for the financial, credit and hedge
counterparty markets (due to EFH's sizeable hedging program); a
noticeable acceleration of environmentally-sensitive legislative
initiatives (including carbon dioxide emissions, hazardous air
pollutants and other emissions) which threatens coal-fired margins
and could increase capital investment requirements, and; the risk
of incremental market intervention in Texas.

EFIH's new senior secured notes are viewed as senior unsecured
obligations of TCEH, in part due to Oncor's ring-fence type
provisions.  However, the notes are secured by the stock of EFIH's
intermediate subsidiary holding company, Oncor Electric Delivery
Holdings Co. LLC, which, in turn, owns approximately 80% of Oncor
Electric Delivery Company LLC (Baa1 senior secured / stable
outlook), the regulated T&D utility operations.


ENERGY FUTURE: Oncor Electric Says It's A Separate Entity
---------------------------------------------------------
Oncor Electric Delivery Company LLC issued a statement
"reiterating its separateness from its shareholders, including the
debt of all of its shareholders."

Moody's Investors Service issued a credit analysis of Energy
Future Holdings Corp., the indirect owner of approximately 80% of
the ownership interest in Oncor Electric Delivery Company LLC,
which also examined the potential effect on Oncor of EFH's
financial situation.  Oncor's existing ratings and outlook remain
unchanged.

Under the terms of the approval of the 2007 merger, there are
legally binding ring-fencing agreements and requirements in place
to separate and protect Oncor.  Those ring-fencing agreements and
requirements provide that shareholder debt cannot be transferred
to Oncor, nor can Oncor have any obligation to support that debt.
The agreements and requirements, which the holders of debt issued
by EFH and its non-Oncor affiliates after the merger have
acknowledged and agreed to in the debt documents, also ensure that
Oncor is not liable for any of their debt, that Oncor and its
assets are legally separate, that Oncor's lenders have advanced
funds in reliance upon Oncor's separateness and that debt holders
cannot initiate any bankruptcy, reorganization, insolvency,
winding up, liquidation or any like proceeding against Oncor.

The Moody's analysis discusses certain financial challenges facing
EFH and raises a concern that Oncor may be affected by potential
risks associated with EFH.  While Moody's acknowledges that those
concerns are separate and distinct from the fundamental credit
drivers at Oncor, Oncor believes that its ring-fencing legally and
practically protects Oncor.

Moreover, Oncor believes that its liquidity management plans and
regulatory mandated capital structure, which have remained
consistent over the past several years, are firmly grounded to
protect and fully fund the company's business of delivering
electricity to more than 3.5 million homes and businesses.
Previously, Oncor has said that it is considering accessing the
long-term debt capital markets to improve liquidity.

Oncor's independent Board of Directors members, which are a
majority of Oncor's Board, consistently have made clear to all
shareholders that dividends will be paid only after its business
needs are fully met.  Oncor's independent directors understand
that they have the right to prevent the company from paying
dividends if they determine that it is in the best interests of
Oncor, and the company is confident that the independent directors
will vote to do so if required in the best interests of Oncor.

Each quarter, the Board reviews the amount available for dividends
and determines, with the recommendation of management, whether to
pay out dividends.  All of the Board, including the independent
members, act in a manner consistent with board directors of other
large transmission and distribution businesses.

Oncor is a regulated electricity distribution and transmission
business that uses superior asset management skills to provide
reliable electricity delivery to consumers.  Oncor operates the
largest distribution and transmission system in Texas, delivering
power to more than 3 million homes and businesses and operating
more than 117,000 miles of transmission and distribution lines in
Texas.  While Oncor is owned by a limited number of investors
(including majority owner, EFH), Oncor is managed by its Board of
Directors, which is comprised of a majority of independent
directors.


FAIRFIELD SENTRY: Sues Investors to Recover Madoff Money
--------------------------------------------------------
Carla Main at Bloomberg News reports that Fairfield Sentry Ltd.
sued 17 of its shareholders to try to recover money distributed to
investors on account of phony profits from Bernard Madoff.
Fairfield Sentry said it had no way to repay the $3.2 billion --
withdrawals from Madoff that the Madoff liquidating trustee wants
returned -- without getting back the money its shareholders
received since about 2004, according to complaints it filed in
U.S. Bankruptcy Court in Manhattan.  Fairfield Sentry is trying to
recover more than $160 million in payments it made to
shareholders, including Banco Bilbao Vizcaya Argentaria SA,
Merrill Lynch Pierce Fenner & Smith Inc. and RBC Dominion
Securities Sub A/C.  The case is Fairfield Sentry Ltd. v. Theodoor
GGC Amsterdam, case no. 10-03496 (Bankr. S.D.N.Y.).

                       About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.

Fairfield Sentry and other Greenwich funds had among the largest
exposures to the Bernard L. Madoff fraud.

Bernard L. Madoff was charged by the Securities and Exchange
Commission in December 2008 of orchestrating the largest Ponzi
scheme in history, with losses topping US$50 billion. In March
2009, Madoff pleaded guilty to 11 federal crimes and admitted to
turning his wealth management business into a Ponzi scheme.  A
trustee was appointed to liquidate and has been filing clawback
suits against investors who withdrew phony profits from Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of $3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds invested
about $4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.

                    About Bernard L. Madoff

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

On December 15, 2008, the Honorable Louis A. Stanton of the U.S.
District Court for the Southern District of New York granted the
application of the Securities Investor Protection Corporation for
a decree adjudicating that the customers of BLMIS are in need of
the protection afforded by the Securities Investor Protection Act
of 1970.  The District Court's Protective Order (i) appointed
Irving H. Picard, Esq., as trustee for the liquidation of BLMIS,
(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)
removed the SIPA Liquidation proceeding to the Bankruptcy Court
(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).

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

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

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

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in
United States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

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

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


GENERAL MOTORS: Asks for Preliminary Approval of Auto-Owners Deal
-----------------------------------------------------------------
Motors Liquidation Co., formerly General Motors Corp., and its
debtor-affiliates ask Judge Robert E. Gerber of the U.S.
Bankruptcy Court for the District of New York to enter a
preliminary order:

  (1) approving a settlement agreement by and between the
      Debtors and class action plaintiff, Boyd Bryant, on behalf
      of himself and a nationwide class of similarly-situated
      automobile owners;

  (2) estimating the Class Claim, as defined in the Settlement
      Agreement;

  (3) conditionally certifying the Class and approving the
      forms of class notice; and

  (4) approving a cash disbursement in the amount of $100,000
      from the Debtors' bankruptcy estates to defray the cost of
      administration expenses, including the Class Notice.

Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that in February 2005, Mr. Bryant, on behalf of
himself and a purported nationwide class of similarly-situated
persons, filed his original Class Action Complaint, as amended,
against GM in the Circuit Court for Miller County, Arkansas.  The
Complaint alleged that the parking brakes installed in certain of
GM's automatic transmission trucks and utility vehicles for model
years 1999 to 2002 were defective.

The Arkansas Court determined that all requirements of Rules 23(a)
and (b) of the Arkansas Rules of Civil Procedure had been
satisfied.  Hence, the Arkansas State Court certified a nationwide
class to proceed in the Arkansas Action and appointed (i) Mr. Boyd
as the class representative; and (ii) David W. Crowe and John W.
Arnold of Bailey/Crowe & Kugler, LLP; and James C. Wyly and Sean
F. Rommel of Wyly-Rommel, PLLC as lead counsel for the class.  The
Arkansas Supreme Court unanimously affirmed the Certification
Order in June 2008.  The Petition Date stayed all proceedings
relating to the Arkansas Action.

In July 2009, the Debtors removed the Arkansas Action to the U.S.
Bankruptcy Court for the Western District of Arkansas.  At the
Debtors' behest, the Arkansas Bankruptcy Court transferred the
Class Action as Adversary Proceeding No. 09-00508.   Mr. Bryant
filed the Claim Nos. 58625, 58626, and 58627 totaling
$1,479,613,746.

                       Settlement Agreement

Mr. Miller notes that the Parties already have expended
significant resources litigating the matter before the Arkansas
Court, and the proposed settlement avoids the expense,
inconvenience, uncertainty, and delay that would be caused by re-
litigating.

The Settlement Agreement includes these principal terms, among
others:

  (1) As partial consideration for the Settlement Agreement, the
      Debtors will deposit the sum of $100,000 cash into an
      Escrow Account established by either Plaintiffs or the
      Claims Administrator.  The amount may be utilized by Class
      Counsel, on behalf of the Class, for the sole purpose of
      defraying administration expenses.

  (2) The Debtors will obtain from New GM the last known address
      and other data reasonably necessary for the Debtors to
      send out, at their cost and expense a mailed notice after
      the Preliminary Approval Date.  The Debtors will bear the
      full cost of the Mailed Notice.

      Mr. Bryant and the Class Counsel will publish the
      published notice, as defined in the Settlement Agreement,
      in the USA Today after the Preliminary Approval Date.  The
      cost of Published Notice will be satisfied and paid from
      $100,000 cash payment from the Debtors to the Escrow
      Account.  In the event the cost of Published Notice
      exceeds, any additional cost of Published Notice will be
      satisfied, paid, or reimbursed from the Cash Settlement
      Fund as set forth in the Settlement Agreement.

  (3) Upon final Court judgment, the Settlement Class will have
      an allowed general unsecured claim against MLC in the
      amount of $12,000,000, which will be immediately estimated
      pursuant to Section 502(c) of the Bankruptcy Code for all
      purposes under any Chapter 11 plan, including for
      distribution purposes.

  (4) A Cash Settlement Fund will be created to include either:
      (i) the cash proceeds resulting from any sale of shares,
      in the open market or otherwise, of New GM stock
      distributed from the Debtors' bankruptcy estates to
      satisfy the Allowed Claim; or (ii) the cash proceeds
      resulting from any sale or assignment of the Allowed
      Claim.  Cash distributions to members of the Settlement
      Class will be made on a pro rata basis and are allocated
      by the establishment of settlement tiers

  (5) With the assistance of the Claims Administrator, the
      Settlement Class will be solely responsible for
      administering the Cash Settlement Fund and for paying
      all Administration Expenses.  Upon creation of the Cash
      Settlement Fund, the Class Counsel will be entitled to
      pay, out of the Cash Settlement Fund, any Administration
      Expenses in excess of the $100,000 cash that the Debtors
      pay into the Escrow Account.

  (6) Members of the Settlement Class, on behalf of themselves,
      their successors, heirs, and assigns, do release,
      discharge, and promise not to sue all Released Parties and
      will be deemed to have released, discharged, and promised
      not to sue any and all Released Parties with respect to
      all Settled Claims.

  (7) The Settlement Agreement contemplates that, if any member
      of the Settlement Class fails to endorse a distribution
      check and to present it to a payor bank, the Claims
      Administrator will stop payment of that Distribution
      Check and the amount represented by that Distribution
      Check will constitute part of the Final Unclaimed Fund.
      The Claims Administrator will certify to the Parties the
      amount in the Final Unclaimed Fund, plus all interest
      accrued.

Through the Settlement Agreement, Class Counsel requests approval
of their entitlement to, under their contingency fee agreement and
based on the work performed with respect to this matter, to an
Attorney Fee Award in an amount not to exceed 33% of the Allowed
Claim or $4,000,000 cash, whichever is greater.

Under the Settlement Agreement, the Class Counsel will initially
be paid 33% of the Cash Settlement Fund, which will be the cash
proceeds of the Allowed Claim.  In the event a Final Unclaimed
Fund exists, and the Class Counsel's initial attorney fee payment
was less than $4,000,000 cash, the Class Counsel may then receive
up to the difference between the initial attorney fee payment and
$4,000,000.

The Class Counsel further seeks approval of reimbursable costs and
expenses of $290,000 cash, and approval of an incentive award to
Mr. Bryant of $10,000.  The Debtors agree not to object to the
Attorney Fee Award as proposed in the Settlement Agreement, or the
requested reimbursable costs and expenses and Incentive Award for
Mr. Bryant as set forth in the Settlement Agreement.

             Class Certification Reaffirmation

For settlement purposes only, the Debtors ask the Bankruptcy Court
to recognize and conditionally reaffirm the certification of the
Class by the Arkansas Court and the appointment of Bryant as Class
Representative and Messrs. Crowe, Arnold, Wyly and Rommel as Class
Counsel.

With respect to certifying a Class under Rule 23(b)(3) of the
Federal Rules of Bankruptcy Procedure, the Parties ask the Judge
Gerber, solely for settlement purposes, to approve the Mailed
Notice and the Published Notice.

Mr. Bryant submitted to Judge Gerber a memorandum of law in
support of the Debtors' Claims Estimation Motion.

                       About General Motors

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

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

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

                   About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.

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

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


GENERAL MOTORS: Employs PwC as Special Accountant
-------------------------------------------------
Motors Liquidation Co. and its units sought and obtained the
Court's authority to employ PricewaterhouseCoopers LLP as their
special accountant and tax advisor in connection with the Chapter
11 cases for the limited engagement period from the Petition Date
through and including July 9, 2009.

Harvey Miller, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that prior to the Petition Date, the Debtors engaged PwC
US to perform certain accounting and tax advisory services, or the
total accounting services, pursuant to three engagement letters
between PwC US and MLC, dated January 30, 2008, January 12, 2009,
and April 24, 2009.

Following the Debtors' sale of substantially all of their assets
to NGMCO Inc. pursuant to Section 363 of the Bankruptcy Code and
in accordance with an Amended and Restated Master Sale and
Purchase Agreement, dated June 26, 2009, the Debtors and New GM
determined that of the Total Accounting Services PwC US performed
during the Engagement Period, only a portion thereof should be
paid by Motors Liquidation with the rest to be paid by New GM.
The Motors Liquidation Accounting Services comprise approximately
15% of the Total Accounting Services, and the fees and expenses
incurred in respect thereof are approximately $2,217,000.

Mr. Miller specifies that the tasks under Motors Liquidation
Accounting Services, a subset of the Total Accounting Services,
included:

  * assisting the Debtors' corporate and accounting staff with
    the surge of activity and issues associated with the Chapter
    11 filing and related transactions, including identification
    of accounting issues relating to a Chapter 11 filing and
    assistance in validating information provided in the filing
    of the Debtors' first-day motions;

  * assisting in reviewing that certain Transition Service
    Agreement by and between MLC and New GM, verifying that all
    processes were in place to execute TSA-related transactions;

  * providing the Debtors technical accounting advisory support
    for issues related to dealerships; and

  * providing the Debtors' employee benefits staff with
    technical accounting advisory support related to union
    contracts;

  * assisting the Debtors' controller's staff with the review of
    the contracts being cancelled or modified; and

  * providing on-going technical accounting advisory support for
    Bankruptcy-related questions.

Pursuant to the Engagement Letters, the Debtors have agreed to
indemnify and hold PwC US harmless from and against any and all
third-party claims, suits and actions relating to the Motors
Liquidation Accounting Services.

The Debtors will pay PwC US in accordance with these hourly rates:

State and Local Tax Services (discounted by 10%)
------------------------------------------------
Position                      Hourly Rate Ranges
--------                      ------------------
Managing Director/Partner         $480-$600
Manager/Director                  $300-$475
Associate/Senior Associate        $175-$295
Paraprofessional                   $80-$100

Accounting Advisory Projects
----------------------------
                            U.S.         U.S.           Other
Position                 Technical     Accounting      Regions
--------                 ---------    -----------      -------
Partner Outside US N/A      N/A           N/A         $590-770
Partner                    $610          $500         $500-549
Senior Manager             $400          $300         $293-383
Manager                    $300          $250         $242-315
Senior                      N/A          $207         $204-266
Staff                       N/A          $133         $131-171
Admin                       N/A           $60          $60- 72

U. S. Special Projects and Selected Accounting Advisory Projects
----------------------------------------------------------------
                                                        Global
                                                       Blended
Position               Accounting    Other    SOX    Rate of SOX
--------               ----------    -----    ---    -----------
Partner Outside US         N/A        N/A     N/A       $155
Partner                   $325       $325    $325       $155
Senior Manager            $216       $216    $250       $155
Manager                   $180       $180    $195       $155
Senior Associate          $130       $130    $160       $155
Associate                 $100       $100    $130       $155
Admin                      $60        $60     N/A        N/A

International Tax Work by Region
--------------------------------
                       China/
Position             Hong Kong    Thailand    India    Australia
--------             ---------    --------    -----    ---------
Partner Outside US     $684         $590       $590      $684
Partner                 N/A          N/A        N/A       N/A
Senior Manager         $340         $293       $293      $340
Manager                $280         $242       $242      $280
Senior Associate       $238         $204       $204      $238
Associate              $152         $131       $131      $152

The Debtors will reimburse PwC US for reasonable out-of-pocket
expenses.

Douglas Tanner, a partner at PwC US, said in a declaration filed
with the Court that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b).


                       About General Motors

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

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

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

                   About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.

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

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


GENERAL MOTORS: New GM to Take Over Strasbourg Unit
---------------------------------------------------
Motors Liquidation Company, formerly known as General Motors
Corporation, has entered into a Stock Purchase Agreement dated
July 30, 2010, with General Motors Automotive Holdings, S.L., as
purchaser, to sell all of the issued and outstanding shares of
common stock -- the Transferred Stock -- of General Motors
Strasbourg S.A.S., a French societe par actions simplifiee.

GM Strasbourg is a wholly-owned subsidiary of Motors Liquidation
and is primarily engaged in the business of developing and
manufacturing automatic transmissions for luxury and performance
light automotive vehicles, including its two main customers,
Bayerische Motoren Werke Aktiengesellschaft or BMW and General
Motors, LLC or New GM.  BMW and New GM together are projected to
account for over 95% of the GM Strasbourg revenue for 2010,
Harvey R. Miller. Esq., at Weil, Gotshal & Manges LLP, in New
York, relates.

For almost 25 years, GM Strasbourg has supplied approximately
2.5 million transmission units for various BMW applications across
North America, Europe, Asia, and the Middle East.  Currently, BMW
accounts for over 65% of the Company's unit volume sales.  The
contract under which automatic transmissions are supplied to BMW
by GM Strasbourg is between BMW and Motors Liquidation, and
therefore, as a condition of the SPA, the BMW Contract must be
assigned to GM Strasbourg, Mr. Miller notes.

By this Motion, the Debtors ask Judge Robert E. Gerber of the U.S.
Bankruptcy for the Southern District of New York to approve:

  -- the sale of the Transferred Stock to the Purchaser pursuant
     to the SPA; and

  -- the assumption and assignment of the BMW Contract to the
     Company in connection with the Sale.

Mr. Miller tells the Court that the Debtors no longer operate as
manufacturers of motor vehicles or component parts including the
automatic transmissions, the Debtors undertook a substantial
effort to sell GM Strasbourg following the Debtors' sale of
substantially all of their assets to NGMCO, Inc., now known as
General Motors, LLC, a purchaser sponsored by the U.S. Department
of the Treasury.

The Debtors' primary business purpose at this stage in their
chapter 11 cases is to wind down their businesses, liquidate their
remaining assets and propose a plan which, among other things,
appropriately addresses their environmental obligations with
respect to certain properties the Debtors continue to own, Mr.
Miller reminds the Court.

                           Sale Process

For the past 12 months, Motors Liquidation has conducted a robust
marketing effort for GM Strasbourg and retained Merrill Lynch &
Co. pursuant to a contract to market and seek a buyer.  The Sale
Process was positioned as a stock purchase whereby any potential
buyer would acquire 100% of the common stock of the GM Strasbourg,
including all rights and obligations as owner, Mr. Miller notes.

Following preliminary offers and negotiations, New GM proposed to
Motors Liquidation certain terms under which New GM would purchase
the shares of the Company for a purchase price of EUR1.  The New
GM Transaction "appeared as the best, and indeed only, option for
the sale of [GM Strasbourg]," Mr. Miller emphasizes.

New GM and Motors Liquidation then entered into a term sheet dated
May 26, 2010, which set forth the principal terms of the transfer
of GM Strasbourg's share capital to a subsidiary of New GM.  The
SPA was signed on July 30, 2010, with closing of the Sale
contingent on the Bankruptcy Court's approval, among other
conditions.

                 Terms of Stock Purchase Agreement

Under the SPA, Motors Liquidation will sell, assign or transfer
the Transferred Stock to the Purchaser, free and clear of all
liens of any kind for a purchase price of to be paid at the
closing of the Sale.

To Motors Liquidation's knowledge, there has been no breach of the
BMW Contract which first occurred after July 10, 2009, that would
require payment of any cure amounts upon the assignment of the BMW
Contract from Motors Liquidation to GM Strasbourg, Mr. Miller
tells the Court.

At Closing, Motors Liquidation and the Purchaser will cause the
delivery of certain documents to each other upon closing, with
respect to the Sale.  Among other things, the Purchaser will
deliver at the Closing to Motors Liquidation an evidence of GM
Strasbourg making payment of $2,115,191.50 to Merrill Lynch as
payment in full under the Merrill Lynch Contract.

At Closing, the amounts necessary to cure all defaults and to pay
all actual or pecuniary losses that have resulted from those
Defaults -- as determined by the Bankruptcy Court -- under the BMW
Contract, will be paid by Purchaser.

The SPA also contains indemnification terms agreed by and with
respect to both parties.  It includes conditions customary to
Closing of the Sale.

The Court will convene a hearing on September 7, 2010, to consider
the Motion.  Objections, if any, are due on August 30.

                       About General Motors

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

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

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

                   About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.

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

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


GENERAL MOTORS: Wins Approval to Reconcile WTC's $23 Bil. Claims
----------------------------------------------------------------
Motors Liquidation Co. and its units obtained approval from the
U.S. Bankruptcy Court of a stipulation among Motors Liquidation
Co., Wilmington Trust Company, in its capacity as successor
indenture trustee of the 1990 Indenture and the 1995 Indenture,
and Citibank, N.A., solely in its capacity as paying agent under
the 1990 Indenture and 1995 Indenture.

The Stipulation sets forth a reconciliation of WTC's claims
against the Debtors of more than $23 billion and is a result of a
collaborative effort between the Debtors, WTC, and Citibank.

As of June 1, 2009, MLC, as issuer, and WTC, as successor
indenture trustee, and Citibank, as paying agent, were parties to
(i) a Senior Indenture, dated as of December 7, 1995, as amended,
and (ii) a Senior Indenture, dated as of November 15, 1990,
pursuant to which MLC issued senior unsecured debt securities.

Prior to the General Bar Date, Citibank filed Claim No. 66723
against MLC in the amount of $173,063 with respect to fees and
expenses incurred by it under the Indentures.  In addition, prior
to the General Bar Date, WTC timely filed four proofs of claim
against MLC on behalf of itself and holders of debt issued by MLC
pursuant to the 1995 Indenture and the 1990 Indenture:

   Claim No.       Applicable Indenture         Claim Amount
   --------        --------------------         ------------
    65793          1990 Indenture             $1,419,581,281
    47871          1990 Indenture             $1,419,581,281
    65729          1995 Indenture            $21,928,297,131
    47872          1995 Indenture            $21,928,297,131

As part of the Debtors' ongoing claims reconciliation process, the
Debtors reviewed and analyzed the Claims and determined that WTC's
Claim Nos. 47871 and 47872 were duplicative of WTC's Claim Nos.
65793 and 65729.  Accordingly, the Debtors contacted WTC to
attempt to resolve the discrepancy and to resolve other issues
with respect to the Claims, including without limitation, (i) the
payment of WTC's fees and expenses, (ii) WTC's reservation of
rights with respect to the aggregate allowable claim amount
arising under the Discount Debentures, and (iii) the general
procedures for streamlining the claims objection procedure with
respect to duplicate claims filed by beneficial bondholders of
notes issued under the Indentures.

As a result of those discussions, the Debtors, WTC, and Citibank
have agreed on the correct amounts owed with respect to the Claims
and have entered into the Stipulation.  Further, following a
review of the prepetition and postpetition fees and expenses of
WTC and Citibank to date, and in recognition of the substantial
work performed by WTC and Citibank to date and expected through
the conclusion of these chapter 11 cases, it is the current intent
of the Debtors to pay the prepetition and postpetition fees and
expense of WTC and Citibank in cash in full in connection with any
plan of reorganization or liquidation of MLC.

The Stipulation further provides that (i) those fees and expenses
that remain unpaid will constitute an allowed general unsecured,
non-priority claim against MLC held by WTC or Citibank, as
applicable, to be satisfied in accordance with any chapter 11 plan
or plans confirmed in the Debtors' chapter 11 cases and (ii) WTC
and Citibank, pursuant to section 7.06 of the Indentures, will
retain a charging lien on all assets or money held or collected by
WTC or Citibank on account of the Debt Claims.

The salient provisions of the Stipulation are summarized as
follows:

  * Claim Nos. 47871 and 47872 are deemed withdrawn and Claim
    Nos. 65793 and 65729 will survive.

  * With respect to principal plus interest due under the 1990
    Indenture, WTC, in its capacity as the 1990 Trustee will
    receive, on behalf of itself and the record and beneficial
    bondholders of debt securities issued under the 1990
    Indenture an allowed general unsecured, non-priority claim
    in the amount of $1,419,471,545 against MLC to be satisfied
    in accordance with any chapter 11 plan or plans confirmed in
    the Debtors' chapter 11 cases.

  * With respect to principal plus interest due under the 1995
    Indenture, WTC, in its capacity as the 1995 Trustee, will
    receive, on behalf of itself and the record and beneficial
    bondholders of debt securities issued under the 1995
    Indenture, an allowed general unsecured, non-priority claim
    in the amount of $21,928,183,895.

  * With respect to fees and expenses incurred by WTC under the
    1990 Indenture, WTC will receive a claim of $109,735 and
    with respect to fees and expenses incurred by WTC under the
    1995 Indenture, WTC will receive a claim of $113,235.

  * With respect to the paying agency fees and expenses incurred
    by Citibank under the Indentures, the Citibank Claim will be
    allowed in the amount of $173,063.

  * To the extent the Fees and Expenses Claims are not paid in
    full, in cash, pursuant to a plan of reorganization or
    liquidation of MLC, (i) the amount of those fees and
    expenses that remain unpaid will constitute an allowed
    general unsecured, non-priority claim against MLC held by
    WTC and Citibank, as applicable, to be satisfied in
    accordance with any chapter 11 plan or plans confirmed in
    the Debtors' chapter 11 cases and (ii) WTC and Citibank,
    pursuant to section 7.06 of the Indentures, will retain a
    charging lien on all assets or money held or collected by
    WTC or Citibank on account of the Debt Claims or otherwise.

  * WTC will issue a notice to the Depository Trust Company and
    post a notice on its Web site (i) notifying beneficial
    bondholders of the notes issued under the Indentures of the
    entry of the order allowing the WTC Claims and (ii)
    notifying those bondholders that any subsequent claims
    objection filed by the Debtors seeking to disallow claims
    filed by bondholders on the grounds that those claims are
    duplicative of the Debt Claims being allowed under the
    Stipulation and order will not impair the bondholders'
    entitlement to share in plan distributions on account of the
    Debt Claims in accordance with the terms of the applicable
    Indenture.

  * WTC will not object to the Debtors' filing of objections to
    proofs of claim filed by record and beneficial holders of
    debt securities arising out of or relating to the 1990
    Indenture and the 1995 Indenture on the grounds that such
    proofs of claim are duplicative of the Debt Claims allowed
    pursuant to the Stipulation.

  * WTC will waive its right to argue that the entire stated
    principal amount of $377,377,000 with respect to the
    Discount Debentures is an allowable claim.

David A. Vanaskey Jr., a vice president at Wilmington Trust,
submitted a declaration to the Court in support of the
Stipulation.

Supporting the Stipulation, the Official Committee of Unsecured
Creditors contends that the Stipulation fixes the allowed amount
of the Debt Claims held by Wilmington Trust at $23.3 billion. It
also paves the way for the Debtors to efficiently expunge the
Beneficial Bondholder Claims -- in excess of 17,000 claims -- that
are duplicative of the Debt Claims.

Accordingly, the Committee supports the approval of the
Stipulation, which will expedite distributions to general
unsecured creditors following the effective date of a Chapter 11
plan, Robert T. Schmidt, Esq., at Kramer Levin Naftalis & Frankel
LLP, in New York, notes.

                    Deutsche Bank Objects

Deutsche Bank AG contends that it holds bonds in the principal
amount of $12,750,000 issued under the 1990 Indenture and has
sought relief from the automatic stay under Section 362(a) of the
Bankruptcy Court to effect set-off of that amount, among others.

Jared R. Clark, Esq., at Bingham McCutchen LLP, in New York, says
that any allowance of Wilmington Trust's claim on the Bonds as an
unsecured claim "might prejudice either the allowance of Deutsche
Bank's secured claim on the Bonds or the granting of Deutsche
Bank's Set-off Motion."  GM has cited no authority that would
allow it to strip Deutsche Bank of its secured status, and Section
363(e) Bankruptcy Code precludes this result unless Deutsche Bank
receives adequate protection of its security interest, Mr. Clark
says.

                          *     *     *

Notwithstanding the Objection, U.S. Bankruptcy Judge Robert Gerber
approved the Stipulation.

                       About General Motors

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

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

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

                   About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.

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

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


GLOBAL FOOD: Posts $901,400 Net Loss in Q2 Ended June 30
--------------------------------------------------------
Global Food Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $901,448 on $314,476 of revenue for
the three months ended June 30, 2010, compared with a net loss of
$1.10 million on zero revenue for the same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$1.75 million in total assets, $3.37 million in total liabilities,
and a stockholders' deficit of $1.62 million.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern, following its 2009
results.  The independent auditors noted that the Company has an
accumulated deficit of $60.62 million at December 31, 2009, has
negative cash flow from operations of $3.56 million for the year
ended December 31, 2009, and has negative working capital at
December 31, 2009.

The Company discloses in its latest 10-Q that at June 30, 2010, it
has accumulated losses totaling $62.45 million, negative working
capital of $1.62 million, and negative cash flows from operations
of $920,024 for the six months ended June 30, 2010.

A full-text copy of the Form 10-Q is available for free at:

               http://researcharchives.com/t/s?6943

                        About Global Food

Hanford, Calif.-based Global Food Technologies, Inc. is a life
sciences company engaged in the commercialization of food safety
applications for: (1) its proprietary scientific food processing
technologies; (2) its iPura(TM) Food Safety and Quality Assurance
Service Program; (3) the promotion and sales of food products that
have been treated under the iPura(TM) Program and bear its
iPura(TM) consumer food safety seal; and (4) licensing of the
iPura seal.


GRANT SHEPPARD: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Grant Edward Sheppard
        2615 E McLoughlin Blvd.
        Vancouver, WA 98661

Bankruptcy Case No.: 10-46618

Chapter 11 Petition Date: August 12, 2010

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

Judge: Brian D. Lynch

Debtor's Counsel: Richard S. Ross, Esq.
                  LAW OFFICE OF RICHARD S ROSS
                  1610 Columbia St
                  Vancouver, WA 98660
                  Tel: (360) 699-1400
                  E-mail: kimeb@pacifier.com

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

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

A list of the Debtor's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-46618.pdf


GREENBRIER COMPANIES: Moody's Affirms 'Caa1' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service has raised the Speculative Grade
Liquidity Rating for The Greenbrier Companies, Inc., to SGL-3 from
SGL-4.  At the same time, Moody's has affirmed the company's
existing ratings, including the corporate family rating of Caa1.
Greenbrier's rating outlook is negative in consideration of the
continued sluggish demand for new railcars and the company's need
to address certain refinancing needs.

Greenbrier's liquidity rating of SGL-3 reflects Moody's assessment
is that the company maintains an adequate liquidity profile,
supported by improving cash flow from operations and proceeds from
a recent equity offering.  Proceeds from the May 2010 equity
offering have helped bolster the company's cash balance, which was
$117 million as of the most recent quarterly filing; its highest
level in three years.  Cash flow from operations has benefited
from reduced working capital and capital spending needs as well as
the contributions of the company's parts and services business
even as demand for new railcars remains weak.  Going forward, as
new railcar demand rebounds, the company will need to carefully
manage working capital and CAPEX requirements in order to avoid
any erosion of its existing liquidity.

Greenbrier's external liquidity consists of a $100 million Senior
Secured Credit Facility (not rated) that matures in November 2011.
This facility is available to the United States and Mexican
operations.  The facility contains several covenants, including a
maximum debt-to-total-capitalization covenant and a covenant
requiring minimum fixed charge coverage.  Moody's expects that the
company will remain in compliance with the amended financial
covenant levels through FY 2011, although room under these
covenants may tighten if the operating performance improvement is
not sustained over this period.

An important consideration in the company's rating outlook will be
its ability to meet upcoming refinancing needs.  The existing bank
credit facility has a maturity in November 2011, and sustaining
the current liquidity profile will be contingent on the company's
ability to renew this facility well in advance of the scheduled
maturity.  Although Greenbrier has a modest debt maturity of
approximately $5 million in fiscal 2011, it does face $76 million
due in FY 2012, including the repayment of a $72 million WL Ross
term loan to due in June 2012.  It is expected that any
refinancing of the bank credit facility would also require the
company to address the maturity of the WL Ross loan.

The Greenbrier Companies, Inc., manufactures railroad freight
cars, is a the leading producer of intermodal flat cars, and also
repairs railroad freight cars and provide wheels and various car
parts.  Greenbrier owns a portfolio of 8,000 railcars, which it
leases to third parties, and provides a range of management
services for approximately 225,000 other railcars.


GULF FREEWAY: Gets Temporary OK to Use 1st International's Cash
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas, in a
second interim order, authorized Gulf Freeway Plaza LLC, to use
the cash collateral generated from the property located at 9333
Bryan Street, Houston, Texas, in which 1st International Bank
claims an interest.

The Debtor owe 1st International $6.5 million on account of
promissory notes secured by receivables, rents, and proceeds
generated by the Debtor's operations.  In addition, the Debtor
owes a related party, Gil Ramirez Homes, Inc., $360,000 pursuant
to a secured loan.

The Court's interim order provides that the Debtor may use cash
collateral to operate its business postpetition.  The Debtor may
also use $6,000 rent payments from GRG Commercial to pay operating
expenses.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the bank postpetition liens in
its collateral and the postpetition receivables generated by its
collateral postpetition.

                    About Gulf Freeway Plaza LLC

Houston, Texas-based Gulf Freeway Plaza LLC, fdba La Hacienda
Business Park LLC, filed for Chapter 11 bankruptcy protection on
May 27, 2010 (Bankr. S.D. Tex. Case No. 10-34332).  John L. Green,
Esq., who has an office in Houston, Texas, assists the Debtor in
its restructuring effort.  The Company disclosed $12,700,000 in
assets and $6,180,532 in liabilities.


GUNNALLEN FINANCIAL: May Solicit Votes on Liquidation Plan
----------------------------------------------------------
Dow Jones DBR Small Cap reports that GunnAllen Financial Inc.,
whose books a court-appointed investigator has just begun probing,
won court approval to send its Chapter 11 plan of liquidation to
its creditors for a vote.  Judge Michael G. Williamson of the U.S.
Bankruptcy Court in Tampa, Fla., this week conditionally approved
the disclosure statement explaining GunnAllen's Chapter 11 plan.
The ruling, which will be made final if no objections to the
disclosure statement are received in the next few weeks, paves the
way for creditors to begin voting on the defunct broker-dealer's
plan to pay them.  Judge Williamson agreed to schedule a hearing
for Sept. 15 hearing at which he'll consider confirming the
Chapter 11 plan, which proposes to pay secured creditors with
their collateral or with the proceeds from the sale of that
collateral.

Tampa, Florida-based brokerage firm GunnAllen Financial, Inc.,
filed for Chapter 11 bankruptcy protection on April 26, 2010
(Bankr. M.D. Fla. Case No. 10-09635).  Becky Ferrell-Anton, Esq.,
and Harley E. Riedel, Esq., at Stichter Reidel Blain & Prosser PA,
assist the Company in its restructuring effort.  GunnAllen
estimated less than $50 million in assets and debts in its
petition.  The Company closed in March 2010 when it could not
raise enough capital to appease regulators, according to
Bloomberg.


HALIFAX REGIONAL: Moody's Affirms 'Ba3' Rating on $17 Mil. Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 rating assigned to
Halifax Regional Medical Center's $17 million of outstanding
bonds.  The outlook remains negative due to poor volume trends in
FY 2010 and a challenging service area that may reverse the
current improvement in financial performance.

Legal Security: Bonds secured by a gross revenue pledge and
negative mortgage lien

Interest Rate Derivatives: None

                             Strengths

* Material improvement in operating performance through eight
  months FY 2010 (unaudited) with the operating cash flow margin
  improving to 7.3% from 4.0% a year ago

* Recent improvement in unrestricted cash and investments to
  $20.1 million as of May 31, 2010, up from approximately $16 -
  $17 million over the past three years

                             Challenges

* Location in a rural area of North Carolina that has suffered
  from high unemployment even prior to the current recession, very
  high Medicaid load of 19%

* Inpatient volume declines through interim eight months FY 2010

* Small absolute size of the hospital makes it susceptible to
  physician departures

* Despite a steady reduction in debt outstanding over the last
  several years, Halifax added operating leases in FY 2009 and is
  planning to issue $5 million of debt through the US Department
  of Agriculture this fall

                    Recent Developments/Results

FY 2009 was a challenging year for Halifax as start up costs with
several service lines, physician turnover, and general economic
conditions combined to negatively impact operations.  FY 2009
audited financial results marked the second consecutive year of
declines with absolute operating cash flow falling to $4.3 million
(4.1% margin) from a better $6.5 million (6.7% margin) in FY 2008
which resulted in a weakening of Moody's adjusted MADS coverage to
a below average 1.5 times from 2.1 times in FY 2008.

However, through eight months FY 2010, management has been able to
significantly turn around operating performance, improving the
operating cash flow margin to 7.3%, through expense reductions as
revenues showed no growth.  Through May 31, 2010, admissions are
down a material 6.2% while surgical volumes are down 4.7% from the
prior year period which management attributes to the economy and
not any physician departures.  Management expects to end the year
with results similar to the first eight months.  The improvement
is due to an overall 4% expense reduction over eight months FY
2009 that reflect management initiatives in a number of areas
including combination of some units, a reduction in expense with a
discontinued cardiology practice (coverage is being provided by
another group which is not employed by the hospital), and supplies
management.  Moody's have maintained the negative outlook due to
Moody's concern that continued volume losses will negatively
impact future financial performance as absolute expense reductions
are not sustainable.  Likewise, the expiration of the Federal
Stimulus funds for Medicaid in mid 2010 will stress financial
results given Halifax's 18% Medicaid exposure If, however Halifax
is able to maintain this elevated performance, Moody's would
likely return the outlook to stable.

Despite the long-term trend of weakening operating performance,
Halifax has been able to maintain and improve its unrestricted
cash balance over the past three years, accomplished largely
through deferring capital spending (the capital spending ratio
averaged just 0.5 times over the last three years and has not been
above 1.0 times since FY 2004).  Additionally, a conservative
investment policy with virtually no exposure to equities, and the
use of operating leases to fund capital has aided cash growth.
Halifax added operating leases for the first time in FY 2009, that
when converted to a debt equivalent using the 6x multiplier
method, would reduce FY 2009 Moody's adjusted MADS coverage to 1.4
times from 1.5 times and cash to debt to 72% from 123%.
Nevertheless, Moody's note that Halifax has reduced bonded debt
consistently over the past several years, contributing to
improving leverage and liquidity metrics.

Halifax has applied for a $5 million loan from the US Department
of Agriculture.  If approved, the loan would fund various capital
projects including an operating room renovation, patient
registration, and other projects.  Moody's rating affirmation
includes the pro-forma impact of the US$A loan.  Despite the
material (30%) increase in debt, Moody's believe a lower rating is
precluded at this time given Halifax's cash reserves, improvement
in financial performance through eight months FY 2010, and Moody's
belief that the Ba3 rating incorporates some volatility in
operating performance.

                              Outlook

The maintenance of the negative outlook reflects Moody's concern
that recent volume trends may result in future negative financial
performance

                What could change the rating -- Up

Unlikely given the negative outlook, although longer-term:
improvement in operating performance; stabilization of patient
volumes; maintenance or improvement in unrestricted cash position
could position the rating for an upgrade

                What could change the rating -- Down

Further decline in patient volumes; operating losses leading to
reduced debt service coverage; material reduction n unrestricted
cash; additional debt without commensurate growth in revenue

                          Key Indicators

Assumptions & Adjustments:

-- Based on financial statements for Halifax Regional Medical
    Center, Inc., Clinics and Foundation

-- First number reflects audit year ended September 30, 2008

-- Second number reflects audit year ended September 30, 2009

-- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 8,008; 7,915

* Total operating revenues: $98.1 million; $104.8 million

* Moody's-adjusted net revenue available for debt service:
  $7.5 million; $5.3 million

* Total debt outstanding: $17.5 million; $16.9 million

* Maximum annual debt service (MADS): $3.5 million; $3.5 million

* MADS Coverage with reported investment income: 2.0 times; 1.3
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 2.1 times; 1.5 times

* Debt-to-cash flow: 2.7 times; 3.8 times

* Days cash on hand: 65 days; 63 days

* Cash-to-debt: 94%; 103%

* Operating margin: 1.0%; (0.9%)

* Operating cash flow margin: 6.7%; 4.1%

Rated Debt (debt outstanding as of September 30, 2009):

  -- Series 1998; fixed rate ($16.7 million outstanding), rated
     Ba3

The last rating action with respect to Halifax Regional Medical
Center was on March 25, 2009, when the municipal finance scale
rating of Ba3 was affirmed and the outlook revised to negative
from stable.  That rating was subsequently recalibrated to
Ba3/negative on May 7, 2010.


HARRISBURG, PA: Taps Scott Balice to Help With Debt-Recovery Plan
-----------------------------------------------------------------
Carla Main at Bloomberg News reports that Harrisburg,
Pennsylvania, hired Scott Balice Strategies to help plan a
financial recovery after missing payments on $282 million of debt
for an incinerator and considering bankruptcy.  Mayor Linda
Thompson announced the appointment August 17 at a City Hall press
conference.

"The Scott Balice Strategies team has the experience and expertise
to advise the city at this critical juncture," Ms. Thompson said
in a press release.  "With their assistance the city will identify
and implement the most efficient strategies to maximize value for
all of the city's stakeholders."

According to Bloomberg, Harrisburg faces $68 million in payments
this year on debt tied to the incinerator, which is managed by The
Harrisburg Authority.  The cost is about four times what the city
of 47,000 raises through property taxes annually, according to its
budget.  Harrisburg and the authority have so far skipped
$6 million in loan and bond payments, and have missed two $637,500
loan payments to Covanta Holding Corp., the incinerator operator.

                       About Harrisburg, PA

Harrisburg is coping with debt related to a failed revamp of an
incinerator.  The outstanding principal on the Incinerator debt is
$288 million.  Total principal and interest on this debt would
amount to approximately $458 million.

Debt service payments on the total incinerator debt are
$20 million per year.  Of this total, Dauphin County,
Pennsylvania, is responsible for approximately $10 million and the
City of Harrisburg is responsible for the other $10 million.  The
City is guarantor on 100% of the $288 million Incinerator debt.


HARI AUM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Hari Aum LLC
        dba Deluxe Motel
        1662 Gause Blvd.
        Slidell, LA 70458

Bankruptcy Case No.: 10-12931

Chapter 11 Petition Date: August 12, 2010

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Robin R. DeLeo, Esq.
                  THE DE LEO LAW FIRM LLC
                  800 Ramon St.
                  Mandeville, LA 70448
                  Tel: (985) 727-1664
                  Fax: (985) 727-4388
                  E-mail: jennifer@northshoreattorney.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
filed together with the petition is available for free
at http://bankrupt.com/misc/laeb10-12931.pdf

The petition was signed by Sureth A. Bhula, managing member.


HASSAN NAVABI: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Hassan Navabi
               Yulia Mendyuk
               1601 Wood Duck Court
               Woodbridge, VA 22191

Bankruptcy Case No.: 10-16795

Chapter 11 Petition Date: August 12, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Michael G. Dana, Esq.
                  THE FRIED LAW FIRM, P.A.
                  4550 Montgomery Avenue, Suite 710 North
                  Bethesda, MD 20814
                  Tel: (301) 656-8525
                  E-mail: mdana@friedlaw.com

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

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

A list of the Joint Debtors' 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb10-16795.pdf


HIGHLAND HOSPITALITY: Misses $86MM Debt Payment; Bankruptcy Mulled
------------------------------------------------------------------
The Wall Street Journal's Lingling Wei and Kris Hudson report that
people familiar with the situation said JER Partners -- a real-
estate investment firm led by Joseph E. Robert Jr., one of the
most successful deal makers during the industry's crisis in the
1990s -- is exploring a potential bankruptcy filing for Highland
Hospitality Corp.

The Journal says Highland failed earlier this month to repay about
$868 million in junior debt when it came due.  The resulting
default gave certain creditors the right to seek foreclosure.  A
bankruptcy filing likely would block foreclosure, and JER has
indicated that such a move is increasingly likely, according to
people familiar with the discussions.

The Journal relates that financial woes at Highland already have
sparked maneuvering for control of the hotel chain between JER and
some of the creditors that include Wells Fargo & Co., Barclays
PLC, Prudential Financial Inc. and Ashford Hospitality Trust.  The
report relates Blackstone Group LP also could emerge as a key
creditor in deciding Highland's fate.

According to the Journal, JER bought about $300 million of
Highland debt earlier this year at a big discount and has swooped
in on some of the largest commercial real-estate bankruptcies
recently.

The sources told the Journal a Chapter 11 bankruptcy filing isn't
expected until at least next month.  The sources cautioned that
the talks are at an early stage, saying Highland could avoid
bankruptcy court by raising more money to satisfy creditors.  They
say company is in talks with Abu Dhabi Investment Authority and
other possible investors for an infusion of at least $200 million
that would give Highland breathing room.

The Journal says spokespeople for JER, Highland's creditors and
Abu Dhabi declined to comment.

JER bought Highland in 2007 for about $2.2 billion.  According t
to the Journal, since the U.S. hotel industry went into a slump
two years ago, company officials have struggled to service about
$1.8 billion of debt used to finance the deal.

According to the Journal, Ashford and Prudential moved last month
to buy a $98 million slice of Highland's junior debt from J.P.
Morgan Chase & Co.  Prudential already owns another piece of the
debt with a face value of $98 million on its own and most of a
separate, $96 million tranche along with Ashford.

The Journal says owning multiple slices of junior debt means
Ashford and Prudential probably will get a seat at the negotiating
table where Highland's fate is decided.

McLean, Va.-based Highland Hospitality Corp. is a 27-hotel chain,
with holdings including the Ritz-Carlton in downtown Atlanta and
the Hilton Boston Back Bay.


INNKEEPERS USA: Marriott Wants Lift Stay to Re-Identify Hotel
-------------------------------------------------------------
Marriott International, Inc., terminated prepetition the
Troy/Central Residence Inn, located at 2600 Livernois Road, Troy,
Michigan, effective on June 28, 2010.  On July 15, 2010, Marriott
noticed the termination of the Hotel for August 30, 2010, in
accordance with a prepetition contract between Marriott and Debtor
Grand Prix Floating Lessee LLC to ensure a smooth transition of
the Hotel out of the Marriott system by allowing the Debtor to de-
identify the Hotel, remove all references to Marriott, advise
guests of the impending de-identification, and return all Marriott
property to Marriott.

Marriott's counsel, Carren B. Shulman, Esq., at Sheppard, Mullin,
Richter & Hampton LLP, in New York, tells the Court that the
Debtor has now indicated that it will not de-identify the Hotel by
August 30.

Thus, Marriott is before the Court seeking relief to ensure the
completion of the de-identification process that began in June
2010.

Ms. Shulman asserts that the Hotel must be out of the Marriott
system by August 30, 2010, or the Debtor will be in violation of
the Lanham Act and related statutes and liable for an
administrative claim for all damages that accrue, including
attorneys' fees.

Ms. Shulman relates that the Troy Central Hotel is not one of 43
hotels flagged with Marriott brands contemplated to be part of the
restructuring under the June 25, 2010 adequate assurance agreement
between the Debtors and Marriott that is now before the Court and
reputed to be vital to the reorganization process by the Debtors
and their lenders.  The Troy Central Hotel was intentionally
excluded because the related franchise agreement terminated
prepetition, and was carved out of the forbearance agreement
between the Debtors and Marriott with respect to the 43 hotels
that are the subject of the Marriott Agreement.

Accordingly, Marriott asks the Court to lift the automatic stay to
allow for the continued de-identification of the Hotel with the
"Residence Inn by Marriott(R)" brand by August 30, 2010, the
effective termination date of the Franchise Agreement and award
Marriott attorneys' fees and costs for having to pursue the
action.

Karl Grover, vice president, franchising, The Americas for
Residence Inn and TownePlace Suites at Marriott International,
Inc., filed a declaration in support of Marriott's lift stay
motion.  Marriott filed the exhibits to the Grover Declaration
under seal pursuant to a Court order.

                   About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

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

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

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

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


INNKEEPERS USA: Midland Loan Wants Deposition
---------------------------------------------
Midland Loan Services, Inc., asks the Court to modify certain
discovery response deadlines in the Debtors' bankruptcy cases and
establish a deposition schedule in connection with the
September 1, 2010 hearings.

Among the issues to be considered during the September 1 hearing
are the Debtors' motions to obtain DIP financings, to use cash
collateral, to continue using their cash management system, and to
assume plan support agreement.

Lenard Parkins, Esq., at Haynes and Boone, LLP, in New York --
lenard.parkins@haynesboone.com -- tells the Court that Midland
will propound discovery on the Debtors, Apollo Investment
Corporation and Lehman ALI, Inc., in connection with the Cash
Collateral Motion and the PSA Motion, including document requests
pursuant to Rule 7034 of the Federal Rules of Bankruptcy
Procedure.  He relates that Midland provided a draft copy of its
list of requested documents and proposed deposition dates to
counsel for the Debtors, Apollo and Lehman, and the parties
engaged in failed discussions regarding shortening the time period
to respond to Midland's requests.

Midland supplements its request to contend, among other things,
that the sought approval of the PSA is inextricably connected to a
second agreement executed by Lehman and Apollo, where they agreed
to split 100% of the equity of the reorganized Debtors, to the
exclusion of all other creditors.

                          Objections

Apollo and Lehman object to Midland Loan's request for deposition
complaining that Midland's document request goes beyond the issues
raised in the PSA.

According to Apollo, Midland has propounded the broadest
imaginable discovery requests that in effect seek every last
document in Apollo's possession concerning Innkeepers, regardless
of whether or not those documents bear on the matters to be heard
at the September 1 hearing.

Alan W. Kornberg, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York -- akornberg@paulweiss.com -- tells
Judge Chapman that although it has made no showing of cause, as
the law requires, Midland seeks to expedite its document requests
to be followed three days later by depositions of Apollo's
employees.

Andrew J. Ehrlich, Esq., at Paul Weiss -- aehrlich@paulweiss.com -
- filed a declaration in support of Apollo's response to Midland's
request.

Michael J. Sage, Esq., at Dechert LLP, in New York --
michael.sage@dechert.com -- on behalf of Lehman ALI Inc., asserts
that Midland's request reveals its strategy to turn the September
1 hearing into a hearing on plan confirmation.  He explains that
Midland will have ample opportunity to conduct plan-related
discovery and raise whatever confirmation objections it may see
fit once a plan is actually filed, solicited and before the Court
for confirmation.

The Court should, Lehman asserts, should reject Midland's
overbroad discovery strategy at this early stage of the cases as
premature, and limit discovery to the issues at hand, Mr. Sage
contends.  To that end, Mr. Sage insists, the Court should deny
all discovery against Lehman, which necessarily has nothing
relevant to offer with respect to whether the Debtors reasonably
exercised their business judgment in determining to assume the
PSA.

                   About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

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

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

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

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


INNKEEPERS USA: Preferred Shareholders Ask for Examiner
-------------------------------------------------------
An ad hoc committee of preferred shareholders asks the U.S.
Bankruptcy Court to direct the appointment of an examiner in
Innkeepers USA Trust's bankruptcy cases pursuant to Sections
1104(c)(1) and (2) of the Bankruptcy Code.

On behalf of the ad hoc committee, Martin J. Bienenstock, Esq., at
Dewey & LeBoeuf LLP, in New York -- mbienenstock@dl.com -- alleges
that prior to filing for bankruptcy, the Debtors and their
ultimate common equity owner, Apollo Investment Corp., engineered
a transaction that would allow Apollo and a single chosen
creditor, Lehman ALI, Inc., to retain or obtain equity interests
in the Debtors while wrongfully and needlessly extinguishing
preferred shareholders.

While Innkeepers USA Trust put the cases on a fast track,
pleadings filed in the bankruptcy case of Lehman Brothers Holdings
Inc. show that Lehman retained Lazard Freres & Co. LLC as of
May 15, 2010, to advise on the restructuring of Innkeepers, Mr.
Bienenstock contends.  He asserts that nowhere in the Debtors'
first day pleadings or any other pleadings, "do the Debtors
disclose and explain that the holders of preferred shares in
Innkeepers own equity interests of value because subsidiaries of
Innkeepers own individual properties in which there is likely
equity value and Innkeepers is not liable for any of the
subsidiaries' debts."

"Nowhere in the Debtors' first day pleadings or any other
pleadings do the Debtors disclose they are attempting to borrow
money to satisfy obligations to improve certain Debtors'
properties, by saddling other Debtors' properties with liens
securing the new money while Apollo is separately liable for the
improvements pursuant to a written guaranty," Mr. Bienenstock
asserts.

Rather than propose a plan that respects the corporate structure
of the Debtors, in which equity in separately capitalized
subsidiaries is held by the debt-free issuer of the preferred
stock, Apollo and Lehman are seeking to force an effective
substantive consolidation that imposes a haircut on other
creditors, extinguishes the preferred shares and leaves Apollo and
Lehman in control of the entire enterprise, Mr. Bienenstock tells
Judge Chapman.

"Innkeepers and Apollo ignore that this practice has been illegal
for 65 years since the United States Supreme Court ruled that
preferred shareholders cannot take something for themselves -- in
this case (a) the exclusive right to repurchase Innkeepers and (b)
the right to encumber valuable properties otherwise available to
preferred shareholders to secure financing for improvements on
other properties that Apollo was independently liable to improve -
- while other preferred shareholders do not obtain the same
right," Mr. Bienenstock argues, citing Young v. Higbee Company,
324 U.S. 204 (1945).

Had the Debtors chosen not to ignore the Supreme Court, the
Debtors would have had to allow for market testing of the value of
the equity in each of the Debtors' subsidiaries before handing the
equity to Lehman, subject to Lehman's agreement to sell half to
Apollo, which could only engineer that deal using its position as
a controlling shareholder of Innkeepers, Mr. Bienenstock contends.
Instead, he asserts, the Debtors tried to circumvent applicable
law and propose a plan that benefits only Apollo and Lehman to the
detriment of the Debtors' other creditors and wipes out preferred
shareholders other than Apollo.

"This alone demonstrates the tricks and shenanigans that
Innkeepers and Apollo have engaged in to extinguish other parties
in interest," Mr. Bienenstock alleges.  He points out that an
examiner must uncover all the tricks and causes of action created
by these breaches of fiduciary duties.

The Ad Hoc Committee believes there is in excess of $5 million of
fixed, liquidated unsecured debts warranting the appointment of an
examiner under Section 1104(c)(2) of the Bankruptcy Code.

The Ad Hoc Committee wants the examiner to conduct an
investigation of the Debtors, Apollo, and their directors and
senior officers in respect of, among other things:

  -- Prepetition acts and omissions from and after July 1, 2009,
     in respect of the Debtors' officers and directors, and the
     D&O of the Debtors' other direct and indirect subsidiaries
     impacting their fiduciary duties of care, loyalty, and good
     faith to preferred shareholders;

  -- Postpetition acts and omissions from and after July 19,
     2010, in respect of Innkeepers' and its subsidiaries' D&O
     impacting their fiduciary duties of care, loyalty, and good
     faith to preferred shareholders;

  -- Whether Apollo caused Innkeepers to take any steps to
     advantage Apollo at the expense of other creditors and
     preferred shareholders;

  -- The communications and negotiations that led to the
     Debtors' proposed Plan Support Agreement; and

  -- Whether and how Innkeepers and Apollo created self-imposed
     emergencies by causing properties not encumbered by
     Lehman's mortgage to default unnecessarily.

Irena M. Goldstein, Esq., a partner in Dewey & LeBoeuf --
igoldstein@dl.com -- filed a declaration supporting the request
and the need for a shortened notice period relating to the
request.  She contends that in order for the Court to have the
benefit of any examiner's report before the Debtors' plan is set
in stone, it is imperative that the examiner begin working on this
matter immediately.

The Court will convene a hearing on September 1, 2010, to consider
the request.  Objections are due August 23.

                   About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

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

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

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

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


INNKEEPERS USA: Wants to Assume Marriot Franchise Agreement
-----------------------------------------------------------
Innkeepers USA Trust Inc. and its units seek the Court's authority
to assume a Residence Inn by Marriott Relicensing Franchise
Agreement between Debtor Grand Prix Grand Prix Floating Lessee LLC
and Marriott International, Inc., dated June 29, 2007.

The Debtors and Marriott have vastly different perspectives when
it comes to the status of the Troy Central Franchise Agreement,
James H.M. Sprayregen, P.C., Esq., at Kirkland & Ellis LLP, in New
York, tells the Court.  He says the Debtors seek to assume the
Troy Central Franchise Agreement as an appropriate exercise of
their business judgment because they believe that the Troy Central
Franchise Agreement -- with a term that extends into 2021 -- is a
valid and valuable executory contract, as evidenced by the Troy
Hotel's approximate $525,000 of annual EBITDA and the Debtors'
willingness to invest in the property.

The parties to the agreement continued to have material
obligations immediately before the Petition Date and, except for
Marriott's affirmative steps on the Petition Date to limit its
reservation system for the Troy Hotel to reservations until
August 31, 2010, the parties are continuing to perform their
unperformed obligations, including with respect to intellectual
property, accrual and payment of postpetition franchise fees,
operating within the parameters of the agreement, and booking
reservations through the end of August, Mr. Sprayregen asserts.

The Debtors already have spent substantial amounts in renovation
costs directly attributable to the Troy Hotel PIP, Mr. Sprayregen
relates.  He asserts that the only way in which the Debtors' and
Marriott's performance is different today as compared with the
years prepetition is the fact that Marriott shutdown the
reservation system for the Troy Hotel on the Petition Date --
under very suspect circumstances -- to limit the ability of the
public to make reservations at the Troy Hotel after August 31,
2010.

Mr. Sprayregen alleges that Marriott provided no prior notice of
the shutdown and did not advise the Court at the first day hearing
that it had taken the action.  He argues that if not remedied,
Marriott's actions will diminish severely the value of the Troy
Hotel.

Relying on the patchwork quagmire of notices of default, notices
of termination, and overlapping forbearance agreements, Marriott
believes that the Troy Central Franchise Agreement is terminated -
- though it is unclear when Marriott itself believes the Agreement
supposedly terminated as Marriott's motion to lift automatic stay
with respect to Troy Hotel lists three separate potential
termination dates, Mr. Sprayregen tells Judge Chapman.

It is axiomatic that an executory contract can only terminate
once, Mr. Sprayregen contends.  He asserts that Marriott's belief
is without support and is contradicted by its own declarant.

The Debtors, thus, seek to assume the Troy Central Franchise
Agreement to ensure that the Troy Hotel continues to operate under
the Marriott brand, which is necessary to preserve value for the
Debtors' bankruptcy estates, and to require Marriott to turn on
the reservation system without condition, without which the Troy
Hotel's ability to generate revenue will be significantly
impaired.

The Debtors also sought the Court's permission to file under seal
certain documents and exhibits in connection with the Troy
Assumption Motion.  The Debtors, however, subsequently withdrew
the Motion to Seal.

The hearing to consider the Troy Assumption Motion has been
rescheduled to August 25, 2010.  The hearing was originally set
for August 26.  Objections are due on August 20.

                   About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

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

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

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

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


INNKEEPERS USA: Wins Nod to Honor Hotel Management Obligations
--------------------------------------------------------------
Innkeepers USA Trust won final approval to continue to perform
under its prepetition hotel management agreements and the shared
services agreements.

Certain of the affiliates of Innkeepers USA Trust, called
"Operating Lessees," are taxable real estate investment trust
subsidiaries that lease the Hotels from certain Debtors that are
the fee owners or ground lessees of the Hotels.

The Operating Lessees are parties to various hotel management
agreements with (a) Island Hospitality Management, Inc., which
manages all but one of the Debtors' Hotels, and (b) Dimension
Development Company, Inc., which manages the Debtors' Hotel
located in Ft. Walton Beach, Florida.  In addition, Innkeepers and
Island are party to a Shared Services Agreement, as amended on
June 18, 2008.

Pursuant to the Hotel Management Agreements, the Hotel Managers
address employee staffing requirements, implement sales and
marketing strategies, supervise property operations, and negotiate
and sign purchase orders and national service agreements.  The
Hotel Managers also provide management information systems,
purchase all operating supplies and operating equipment, ensure
that expenses are paid promptly to avoid interruptions of goods
and services, and coordinate the maintenance and repair of the
Hotels where necessary.  In exchange for these services, the Hotel
Managers receive monthly management fees.  On a monthly basis over
the prior year, the Debtors have paid approximately $600,000 to
Island and approximately $18,000 to Dimension on account of
Monthly Management Fees.

In addition, the Operating Lessees are required to reimburse and
compensate the Hotel Managers on account of expenses incurred and
services performed by the Hotel Managers, as well as to indemnify
the Hotel Managers for liabilities arising out of the Hotel
Managers' performance under the Hotel Management Agreements.
While the Debtors currently are not defending the Hotel Managers
in any significant litigation, if a party sues the Hotel Managers,
the Debtors intend to defend in accordance with their obligations
under the Hotel Management Agreements, James H.M. Sprayregen,
P.C., Esq., at Kirkland & Ellis, LLP, in New York, says.

Pursuant to the Shared Services Agreement, the Debtors and Island
share the costs of certain expenses necessary to manage the
Debtors' portfolio of Hotels.  Specifically, the Debtors are
obligated to pay or reimburse Island for the costs of office space
shared by the Debtors and Island, as well as for the services of
certain human resource, payroll, purchasing, accounts payable, and
tax department employees provided by Island that are critical to
the Debtors' ability to manage their Hotels on a portfolio-wide
basis.  On a monthly basis over the prior year, the Debtors have
paid approximately $60,000 to Island on account of the Shared
Services Obligations.

The Hotel Managers' willingness to continue to provide the
services that are critical to the ability of the Debtors to
operate their portfolio of Hotels, hinges upon the Debtors'
ability to satisfy their Hotel Manager Obligations and Shared
Services Obligations, Mr. Sprayregen tells the Court.  As of the
Petition Date, the Debtors do not believe they owe any amounts on
account of the Hotel Management Obligations or Shared Services
Obligations.

The Debtors, Mr. Sprayregen says, have determined that it is
critical that they receive the authority, but not the direction,
to continue performing under the Hotel Management Agreements and
Shared Services Agreement and honor the Hotel Manager Obligations
and Shared Services Obligations to effectuate a seamless and
successful transition into operating under Chapter 11.

                           *     *     *

Objections to the request have been resolved as set forth in the
final order.

Judge Shelley C. Chapman ruled that prepetition claims proposed to
be paid on account of the Hotel Manager Obligations or the Shared
Services Obligations will be paid only after the Debtors have
provided at least five business days notice listing the proposed
payee and amount of each proposed payment by electronic mail to:

  (a) counsel to Midland Loan Services, Inc. at
      john.penn@haynesboone.com
      lenard.parkins@haynesboone.com
      mark.elmore@haynesboone.com

  (b) counsel to LNR Partners, LLC, at
      lawrence.gottesman@bryancave.com
      michelle.mcmahon@bryancave.com
      pwang@duanemorris.com

  (c) counsel to TriMont Real Estate Advisors, Inc. at
      tmeyers@kilpatrickstockton.com
      rveal@kilpatrickstockton.com
      mfink@kilpatrickstockton.com

Objections, if any, to payments will be made by electronic mail to
counsel to the Debtors at anup.sathy@kirkland.com
marc.carmel@kirkland.com and jennifer.marines@kirkland.com

If a timely objection is made by one of the Notice Parties, no
payment will be made until the objection has been resolved,
withdrawn or overruled.  The Objections will be considered at the
next omnibus hearing date in the cases, and neither the Debtors
nor Notice Parties may object to the timing of any of the hearing,
including a hearing on an expedited bases.

                   About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

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

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

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

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


IRON HORSE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Iron Horse Enterprises, Inc.
        210 Beach Road
        West Haverstraw, NY 10993

Bankruptcy Case No.: 10-23668

Chapter 11 Petition Date: August 12, 2010

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Jared Alan Ullman, Esq.
                  RATTET, PASTERNAK & GORDON-OLIVER, LLP
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: jullman@rattetlaw.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Frank Santilli, president.


IVOICE INC: Posts $297,500 Net Loss in Q2 Ended June 30
-------------------------------------------------------
iVoice, inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $297,529 on $57,239 of revenue for the three months
ended June 30, 2010, compared with a net loss of $356,097 on
$30,218 of revenue for the same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$2.06 million in total assets, $2.81 million in total liabilities,
and a stockholders' deficit of $752,351.

As reported in the Troubled Company Reporter on April 19, 2010,
Rosenberg Rich Baker Berman & Co., in Somerset, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company has negative cash flows from
operations, negative working capital and recurring losses from
operations.

A full-text copy of the Form 10-Q is available for free at:

              http://researcharchives.com/t/s?6940

                        About iVoice Inc.

Matawan, N.J.-based iVoice, Inc. (OTC BB: IVOI) Inc.
-- http://www.ivoice.com/-- develops and licenses proprietary
technologies in the United States.  Following the sales of patents
to Lamson Holdings LLC (in March 2006), the Company has 9
remaining patent applications, which have been awarded or are
pending.  These applications include various versions of the
"Wirelessly Loaded Speaking Medicine Container", which is also
filed internationally, the "Voice Activated Voice Operated
Copier", the "Voice Activated Voice Operational Universal Remote
Control", "Wireless Methodology for Talking Consumer Products"
which is also filed internationally, "Product Identifier and
Receive Spoken Instructions" and "Traffic Signal System with
Countdown Signaling with Advertising and/or News Message".


K2 PURE: S&P Downgrades Rating on $121.5 Mil. Senior Loan to 'B'
----------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its preliminary
rating on K2 Pure Solutions NoCal L.P.'s $121.5 million senior
secured term loan maturing in 2015 to 'B' from 'BB-'.  At the same
time, S&P revised the recovery rating on the term loan to '2',
indicating that lenders could expect a 'substantial' recovery (70%
to 90%) in the event of a payment default, from '1'.  The
preliminary rating is subject to review of final documentation.
The outlook is stable.

The rating change is due to an increase in the amount of debt and
a higher interest rate, which resulted in K2's greater reliance on
merchant revenue to meet its debt service payments and maintain
contractual terms with the project's creditors.

The project increased the amount of debt by $5.5 million to
$121.5 million and raised the coupon rate from LIBOR + 550 basis
points with a 2% LIBOR floor to LIBOR + 775 basis points and 2.25%
LIBOR floor.  The change in the project's financial terms resulted
in higher debt service obligations, which subsequently lowered
Standard & Poor's minimum base-case debt service coverage ratio to
1.2x from 1.7x and lowered the average DSCR to 2.8x from 3.8x.

The project also increased the merchant cash flow sweep to 75%
from 50% to offset some of the additional risks.  While S&P views
this change as a positive, S&P does not believe the added cash
flow eliminates the additional risks associated with the new
financing terms.

K2 is a special-purpose entity formed to build, own, and operate a
chlor-alkali chemical plant in Pittsburg, Calif.  The project is
indirectly owned by K2 Pure Solutions (unrated), which is
indirectly owned by Centre Partners (unrated) and K2's executive
management team (unrated).  The preliminary rating assumes that K2
meets Standard & Poor's SPE criteria, including the provision of a
nonconsolidation opinion and independent director.  S&P rates K2
using Standard & Poor's project finance criteria.

The project will use loan proceeds plus equity to build the plant,
which will produce chlorine, caustic soda, and hydrogen by brine
electrolysis.  The facility will also have an on-site sodium
hypochlorite (bleach) plant.  Annual capacity will be 105,840
electro chemical unit tons over a useful life of about 20 years.
The project will repay debt with cash flow earned by selling about
one-half of its chlorine and caustic soda to Dow Chemical Co.
(BBB-/Positive/A-3) in exchange for periodic tolling payments, and
by selling the other 50% as bleach into merchant markets.

The stable outlook reflects a construction program in place with
some liquidity to address issues that may arise, the long-term
tolling agreement with Dow, reasonable capacity expectations, and
an arrangement that should provide a decent competitive position.
A rating upgrade, albeit unlikely given the project's financial
terms, would require at a minimum for construction to be completed
on time and within budget, especially given the lack of
performance guarantees and a tight schedule.  Furthermore, higher
ratings would require stronger financial performance, which would
come mainly from demonstrated performance in merchant markets, not
to mention remaining relevant in Dow's strategy.  A downgrade
could occur if construction is delayed, the plant cannot reach
full capacity, O&M costs deviate from forecasts, or counterparty
ratings decline.


KEY DEVELOPERS: Local Rule Can't Abrogate Sec. 546 Deadline
-----------------------------------------------------------
WestLaw reports that a Local Florida Bankruptcy Rule, requiring
Chapter 11 debtors to file any adversary proceeding or contested
matters contemplated by a plan no more than 30 days after entry of
an order confirming the plan, could not be construed as
establishing any jurisdictional deadline.  It could not be raised
in defense of an avoidance proceeding that the trustee of a
liquidating trust established under a debtor's confirmed Chapter
11 plan brought outside this 30-day window, but within the
limitations period established by 11 U.S.C. Sec. 546.  This Local
Rule could not be interpreted as abridging, enlarging, or
modifying any substantive rights created by the statute, but had
to be viewed as merely designed to encourage the expeditious
consideration and determination of pending matters.  In re Key
Developers Group, LLC, --- B.R. ----, 2010 WL 3057168 (Bankr. M.D.
Fla.) (Williamson, J.).

"[T]the Court finds that Local Rule 3020-1 is not a jurisdictional
deadline altering or affecting the limitations period provided by
11 U.S.C. Sec. 546.  It is merely designed to encourage the
expeditious consideration and determination of pending matters.
Local Rule 3020-1 cannot be used as a defense to an action timely
filed under section 546," the Honorable Michael G. Williamson
concludes.

                     About Key Developers

Tampa, Florida-based Key Developers Group LLC is a real estate
developer.  Its developments include a 469-unit, The Place at
Channelside I and II.  The Place at Channelside I, an-8-floor
building, was completed in 2007, while The Place at Channelside
II, a 32-floor building, was never built.  Key Developers
sought chapter 11 protection (Bankr. M.D. Fla. Case No.
08-02929) on on March 5, 2008, represented by Scott A.
Stichter, Esq., at Stichter, Riedel, Blain & Prosser PA.  When
it filed for bankruptcy, the Debtor disclosed $100 million to
$500 million in estimated assets, and $50 million to $100 million
in estimated debts.

KeyBank National Association, the Debtor's secured lender,
proposed and prosecuted to confirmation a Chapter 11 plan for the
Debtor's estate.  The Bankruptcy Court confirmed that plan on
Sept. 9, 2008, and Marika Tolz serves as the Liquidating Trustee.
Ms. Tolz is represented by Seth P. Traub, Esq., and Steven M.
Berman, Esq., at Shumaker Loop & Kendrick, LLP, in Tampa, Fla.


KIEBLER RECREATION: Has Cash Collateral Access Until September 29
-----------------------------------------------------------------
The Hon. Randolph Baxter of the U.S. Bankruptcy Court for the
Northern District of Ohio approved a stipulation extending until
September 29, 2010, Kiebler Recreation, LLC's access to the cash
securing obligations to The Huntington National Bank and PNC Bank.

A final hearing on the Debtor's cash collateral use will be held
on November 9, at 10:30 a.m.; at the Howard M. Metzenbaum U.S.
Courthouse, 201 Superior Ave., Cleveland, Ohio, Room 220.  In
connection with the final hearing, appraisals and responses to
pending subpoenas and discovery requests will be produced by
August 31; depositions and all other discovery will be completed
by October 22; and trial briefs, pretrial statements, and exhibits
are due by November 2.

According to the Debtor, Huntington National Bank, PNC Bank,
members of the Cross family, parties to capital leases and certain
taxing authorities may assert interests on the Debtors' assets.
Only Huntington may assert an interest in the Debtor's cash.  The
Debtor owes Huntington $15.6 million.

The Stipulation provides that the Debtor may use the cash
collateral to operate its business in the ordinary course,
including to pay its actual, necessary, ordinary course operating
expenses.

In exchange for using the cash collateral, the Debtor will grant
Huntington replacement liens and superpriority administrative
expense claims.

                     About Kiebler Recreation

Findley Lake, New York-based Kiebler Recreation, LLC, dba Peek'n
Peak Resort, filed for Chapter 11 bankruptcy protection on May 26,
2010 (Bankr. N.D. Ohio Case No. 10-15099).  Robert C. Folland,
Esq., at Thompson Hine LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
between $10 million to $50 million as of the Petition Date.

An affiliate, Kiebler Slippery Rock, LLC, filed a separate Chapter
11 petition on September 25, 2009 (Bankr. N.D. Ohio Case No. 09-
19087).


L&H TRUCKING: Files for Chapter 11 in Harrisburg
------------------------------------------------
L&H Trucking Company Inc. filed for Chapter 11 on August 16 in
Harrisburg, Pennsylvania (Bankr. M.D. Fla. Case No. 10-06657).

Founded in 1960, L&H is a Hanover, Pennsylvania-based trucking
company with more than 165 tractors and 700 trailers.  It
estimated assets of $1 million to $10 million and debts of $10
million to $50 million as of the Petition Date.

Lawrence V. Young, Esq. -- lyoung@cgalaw.com -- at CGA Law Firm,
in New York, serves as counsel to the Debtor.


LAS VEGAS MONORAIL: Unsecureds to Get 80% Recovery Under Plan
-------------------------------------------------------------
Dow Jones DBR Small Cap reports that Las Vegas Monorail Co., on
Tuesday introduced its proposed debt-repayment plan.  The business
says the plan maximizes returns to creditors while structuring key
pieces of its debt load.  Under the disclosure statement filed
with the U.S. Bankruptcy Court in Las Vegas, unsecured creditors
owed between $150,000 and $175,000 will see an 80% recovery.
Holders of first tier bond secured claims will see an amended and
restated $7.5 million note to cover their $7.5 million in claims,
while holders of $445 million in first tier bond unsecured claims
will share an $11 million additional payment obligation note.

                     About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. D. Nev. Case No. 10-10464).  Gerald M.
Gordon, Esq., at Gordon Silver, assists the Company in its
restructuring effort.  Alvarez & Marsal North America, LLC, is the
Debtor's financial advisor.  Stradling Yocca Carlson & Rauth is
the Debtor's special bond counsel.  Jones Vargas is the Debtor's
special corporate counsel.  The Company estimated $10 million to
$50 million in assets and $500 million to $1 billion in
liabilities in its petition.

In May 2010, Ambac Assurance Corp. lost its bid to stay the
bankruptcy case while a district court considers whether the
bankruptcy court wrongly rejected Ambac's argument that Monorail
was a municipality and thus ineligible to be a Chapter 11 debtor.


LOCATEPLUS HOLDINGS: Posts $446,600 Net Loss in Q2 Ended June 30
----------------------------------------------------------------
LocatePLUS Holdings Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $446,610 on $2.06 million of revenue
for the three months ended June 30, 2010, compared with a net loss
of $520,053 on $1.78 million of revenue for the same period of
2009.

The Company's balance sheet as of June 30, 2010, showed
$2.41 million in total assets, $11.44 million in total
liabilities, and a stockholders' deficit of $9.03 million.

The Company incurred net losses of $665,398 and $2.85 million for
the fiscal periods ended June 30, 2010, and December 31, 2009,
respectively.  The Company has an accumulated deficit of
$53.89 million, a stockholders' deficit of $9.03 million and a
working capital deficit of $6.31 million at June 30, 2010.   "The
above factors raise substantial doubt about the Company's ability
to continue as a going concern."

A full-text copy of the Form 10-Q is available for free at:

                  http://researcharchives.com/t/s?6944

                    About LocatePLUS Holdings

Beverly, Mass.-based LocatePLUS Holdings Corporation, through
itself and its wholly-owned subsidiaries LocatePLUS Corporation,
Worldwide Information, Inc., Entersect Corporation, Dataphant,
Inc., and Employment Screening Profiles, Inc. are business-to-
business, business-to-government and business-to-consumer
providers of public information via its proprietary data
integration solutions.


MASTER SILICON: Posts $5,600 Net Loss in Q2 Ended June 30
---------------------------------------------------------
Master Silicon Carbide Industries, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $5,634 on $2,411,868
of revenue for the three months ended June 30, 2010, compared with
a net loss of $339,377 on $507,164 for the same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$24.92 million in total assets, $7.43 million in total
liabilities, $9.73 million in redeemable preferred stock-A,
$10.00 million in redeemable preferred stock-B, and a
stockholders' deficit of $2.24 million.

"The Company had an accumulated deficit incurred through June 30,
2010, which raises substantial doubt about the Company's ability
to continue as a going concern," according to the Form 10-Q.

A full-text copy of the Form 10-Q is available for free at

               http://researcharchives.com/t/s?694b

Lakeville, Conn.-based Master Silicon Carbide Industries, Inc.,
through its indirectly wholly-owned operating subsidiary Yili
Master Carborundum Production Co., Ltd., a wholly-owned foreign
enterprise in the People's Republic of China, produces and sells
in China high quality "green" silicon carbide and lower-quality
"black" silicon carbide (together, "SiC").  SiC is a  non-metallic
compound that has special chemical properties and a level of
hardness that is similar to diamonds, is produced by smelting
quartz sand and refinery coke at temperatures ranging from
approximately 1,600 to 2,500 degrees centigrade in a graphite
electric resistance furnace.


MUELLER WATER: Moody's Assigns 'B1' Rating on $225 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed new
issue of $225 million of 10-year senior unsecured notes of Mueller
Water Products, Inc., net proceeds of which, together with cash on
hand and amounts to be borrowed under a new credit facility, will
be used to repay amounts outstanding under the company's existing
credit facility and to pay related fees and expenses At the same
time, Moody's affirmed the B2 corporate family and probability of
default ratings and the B3 rating on the company's existing issue
of senior subordinated notes.  The speculative grade liquidity
assessment was revised to SGL-2 from SGL-3, and the ratings
outlook remains stable.

These rating actions were taken:

* Corporate Family Rating, affirmed at B2;

* Probability of Default Rating, affirmed at B2;

* Ba3 rating on existing Senior Secured Revolver due 2012 (zero
  current balance) will be withdrawn at the closing of the
  proposed new financings;

* Ba3 rating on existing Senior Secured Term Loan due 2012
  ($52.8 million current balance) will be withdrawn at the closing
  of the proposed new financings;

* Ba3 rating on existing Senior Secured Term Loan due 2014
  ($218.1 million current balance) will be withdrawn at the
  closing of the proposed new financings;

* B1 (LGD3, 40%) assigned on proposed new issue of $225 million of
  senior unsecured notes due 2020;

* B3 (LGD5, 77%) affirmed on $420 million of Senior Subordinated
  Notes due 2017; and

* Speculative grade liquidity assessment raised to SGL-2 from SGL-
  3;

                         Ratings Rationale

The B2 corporate family rating reflects Moody's expectation that
Mueller's credit metrics will remain weak through 2011 as a result
of i) a debt leverage position that is currently elevated and will
show little substantive improvement due to ii) continued weakness
in the company's key end markets and iii) very little debt that
can be easily retired due to the change in the capital structure
away from amortizing bank term debt to public notes with bullet
maturities.  More specifically, Moody's expects both residential
and non-residential construction to remain weak through 2011 while
the kick starting of municipal infrastructure spending from
stimulus money may be offset by cities' struggles to contain
growing budget deficits.

At the same time, the ratings acknowledge Mueller's strong market
position, a substantial installed base of diverse products that
can lead to a high percentage of recurring revenues, and the
estimates of the EPA and others of the growing need for water
infrastructure investment.  In addition, Moody's expects that
Mueller's liquidity position will be enhanced, with tight revolver
covenants likely to be replaced with more modest covenants, no
near-term debt maturities, positive free cash flow generation, and
what should be largely unused borrowing capacity under the
proposed new credit facility.

Mueller's stable outlook reflects Moody's expectation that while
the company's principal end markets will remain weak, the worst
may be over for two of the three (municipal infrastructure
spending and residential), barring a double dip downturn.

Mueller's outlook could be changed to positive if the company's
operating performance improves such that it is able to reduce its
adjusted debt to EBITDA to below 5.0x on a sustained basis.

Mueller's ratings and/or outlook could be pressured if free cash
flow turns negative on a trailing twelve-month basis or if the
company's dividends, share repurchases, pension contributions,
and/or debt-financed transactions are in excess of Moody's
expectations.

Moody's last rating action for Mueller occurred on February 8,
2010, when the company's corporate family rating was affirmed at
B2 and the ratings on the debt instruments in the capital
structure were raised one notch each.

Headquartered in Atlanta, Georgia, Mueller Water Products, Inc. is
a North American manufacturer and supplier of water infrastructure
and flow control products for use in water distribution networks,
water and wastewater treatment facilities, and gas distribution
and piping systems.


MUELLER WATER: S&P Assigns 'B+' Rating on $225 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B+' issue-level rating to Mueller Water Products Inc.'s proposed
$225 million senior unsecured notes.  S&P assigned a recovery
rating of '2' to this proposed debt.  At the same time S&P
affirmed its 'B' CCR on the company and lowered the issue-level
rating on the senior subordinated debt to 'CCC+' from 'B-'and
revised the recovery rating to '6', indicating S&P's expectation
of negligible (0%-10%) recovery in a payment default scenario,
from a '5'.  The outlook is stable.

"The CCR affirmation reflects S&P's expectation that Mueller will
improve credit measures -- which are currently weak for the
ratings -- and that the company will maintain adequate liquidity,"
said Standard & Poor's credit analyst Dan Picciotto.  "S&P
believes the company's liquidity profile will improve following
the completion of the proposed transactions, since financial
covenants under the new credit facility are expected to be less
restrictive than those now in place.  Also, the term loans due
2012 and 2014 would be fully repaid.  S&P anticipates conditions
to improve gradually for most of Mueller's products, while its
private nonresidential construction related business could weaken
further."

The ratings on Mueller reflect the company's highly leveraged
financial risk profile and weak business risk profile.  Mueller
operates in the moderately cyclical niche markets of the North
American water infrastructure market and maintains a good position
in the sector.  New housing starts and replacement needs for aging
water infrastructure are key business drivers.  Private
nonresidential construction activity also fuels demand, but S&P
expects this to remain weak through 2011.  Residential housing has
rebounded only modestly from low levels and municipal demand
appears to be improving somewhat.

Mueller's overall profitability has deteriorated from peak levels
in fiscal 2007, with its adjusted operating margin (before
depreciation and amortization) declining from the high teens to
less than 9%, primarily reflecting significantly lower volume.
Despite restructuring, margins remain weak given current demand
levels, but the company has successfully passed on price increases
to customers that S&P believes will mitigate the risk of further
margin deterioration.

The outlook is stable.  "If operating performance remains weak or
liquidity becomes less than adequate, S&P could lower the ratings,
for instance, if it appears likely that the company's adjusted
debt to EBITDA will be around 7x in fiscal 2011.  S&P could raise
the ratings if operating prospects improve and liquidity remains
adequate, for example, if its debt to EBITDA approaches 5x and FFO
to total debt approaches 15% with further improvement appearing
likely," Mr. Picciotto added.


NEW ENTERPRISE: S&P Assigns 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to New Enterprise, Pa.-based New Enterprise Stone &
Lime Co. Inc.  The rating outlook is stable.

At the same time, S&P assigned an issue-level rating of 'B+' (the
same as the corporate credit rating on the company) to NESL's
$250 million 11% senior unsecured notes due 2018.  S&P assigned
the notes a recovery rating of '4', indicating S&P's expectation
of average (30%-50%) recovery for lenders in the event of a
payment default.  These securities were sold pursuant to Rule 144A
of the Securities Act of 1933 with registration rights.  These
ratings follow S&P's previous assignment of preliminary ratings on
Aug. 10, 2010.

The company intends to use the proceeds of the notes to pay off
its existing $85 million second-lien term loan and to reduce
outstanding borrowings on its $135 million revolving credit
facility due in January 2013.  The company also intends to reduce
the balances on its bank term loans A and B due in January 2014.

"The 'B+' corporate credit rating on NESL reflects the combination
of the company's weak business risk profile and aggressive
financial risk profile," said Standard & Poor's credit analyst
Thomas Nadramia.  The ratings also reflect its limited geographic
diversity, small size and scale of operations, highly competitive
end markets, and S&P's expectations for the company's leverage to
decline to about 5x by the end of its fiscal year 2011 ended
Feb. 28, 2011, from the pro forma level of over 5.6x, a level S&P
would consider to be somewhat weak for the current rating and
outlook.  These factors are partially offset by the attractive,
long-term fundamentals in the company's aggregates, asphalt,
heavy/highway construction and paving businesses, and its traffic
safety services and equipment business.  In addition, given S&P's
operating assumptions S&P expects the company will likely maintain
at least a 10% cushion with regard to financial covenants
governing its credit facilities that tighten beginning in fiscal
2012.

The stable rating outlook reflects S&P's expectation that end-
market demand for NESL's asphalt paving and aggregates products
will not decline materially over the next 12 months because of a
likely modest increase in infrastructure spending that offsets
further weakness in nonresidential construction activity.  As a
result, credit metrics are likely to remain in line with the
rating given the company's weak business profile, with leverage at
the end of fiscal 2011 likely at about 5x.  In addition, S&P
believes liquidity, in terms of cash, availability under the
revolving credit facility, and cash flow from operations will be
sufficient to meet at least $90 million of estimated capital
expenditures, cash interest expense, and required debt reduction.

For a higher rating, S&P would expect NESL through better-than-
expected operating performance to maintain leverage at or below 4x
and maintain cushion with regard to its tightening covenants of at
least 20%.

A negative rating action could occur during this period if state
spending on highways, roads, and bridges is reduced or delayed and
commercial construction activity declines more than expected.  As
a result, the company's credit measures could fall below expected
levels and liquidity could narrow meaningfully.  Specifically, S&P
could lower the rating if the cushion with regard to the company's
leverage covenant were to fall below 10%.


NEWPAGE CORP: Net Loss Widens to $174 Million in Q2 2010
--------------------------------------------------------
NewPage Corporation reported a net loss of $174 million on net
sales of $890 million for three months ended June 30, 2010,
compared with a net loss of $6 million on $736 million of net
sales for the second quarter of 2009.

According to a company earnings release, the increase in net sales
resulted primarily from higher sales volumes, partially offset by
lower average paper prices during the quarter.  Net sales in the
second quarter of 2009 were affected by decreased advertising
spending and magazine and catalog circulation that was largely
attributable to general economic factors and inventory reductions
by customers.

The increase in net loss was primarily a result of the expiration
of the alternative fuel mixture tax credit, lower average sales
prices, and higher interest expense during the second quarter of
2010 compared to the second quarter of 2009, partially offset by
improved productivity, higher sales volumes and lower market-
related downtime.

"We are seeing increasing demand for our products, and reported
industry capacity utilization is well above the 90 percent level.
With improving underlying demand, we are working diligently to
position the company to take full advantage of the market
improvement," said George F. Martin, president and chief executive
officer for NewPage.

NewPage Corp.'s balance sheet at June 30, 2010, showed
$3.849 billion in total assets; $488 million in current debts,
$3.192 billion in long-term debt and $482 million in other long-
term obligations; and a total deficit of $313 million.  The
Company had a stockholders' equity of $14 million at Dec. 31,
2009.

                           Restructuring

During 2008, the Company announced actions being taken to
integrate NewPage operations and the former Stora Enso North
America facilities and services.  The restructuring actions
included the permanent closure of six paper machines and two mills
affecting approximately 980 employees, the permanent closure of a
converting facility affecting approximately 160 employees and the
reduction of personnel in other areas, including sales, finance
and other support functions, affecting approximately 200
employees.  Most of the affected employees had separated from the
company by December 31, 2008 with the remainder separating in 2009
and 2010.  The Company expects remaining closure-related
activities to be completed in 2010.

A copy of the Company's Form 10-Q filed with the Securities and
Exchange Commission is available at no charge at:

             http://researcharchives.com/t/s?6961

A copy of the earnings release is available for free at:

             http://researcharchives.com/t/s?6962

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation --
http://www.NewPageCorp.com/-- is a coated paper manufacturer in
North America, based on production capacity, with $3.1 billion in
net sales for the year ended December 31, 2009.  The company's
product portfolio is the broadest in North America and includes
coated freesheet, coated groundwood, supercalendered, newsprint
and specialty papers.  These papers are used for corporate
collateral, commercial printing, magazines, catalogs, books,
coupons, inserts, newspapers, packaging applications and direct
mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.4 million tons
of paper, including approximately 3.2 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

                           *     *     *

NewPage carries a 'CCC-' long term foreign issuer credit rating
and a 'CCC+' long term local issuer credit rating from Standard &
Poor's.  It has 'Caa1' long term corporate family and probability
of default ratings from Moody's.


NNN 2003: Posts $1.86 Million Net Loss in Q2 Ended June 30
----------------------------------------------------------
NNN 2003 Value Fund, LLC, filed its quarterly report on Form 10-Q,
reporting a consolidated net loss of $1.86 million on
$1.65 million of revenue for the three months ended June 30, 2010,
compared with a consolidated net loss of $4.95 million on
$1.77 million of revenue for the same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$34.25 million in total assets, $44.90 million in total
liabilities, and a unit holders' deficit of $10.65 million.

Ernst & Young LLP, in Irvine, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has incurred recurring losses, continued deficit cash
flows from operating activities and will not have sufficient cash
flow to repay mortgage loans that are past due or will become due
in 2010.

The Company discloses in its latest 10-Q that all of the mortgage
loans on its consolidated properties are scheduled to mature in
2010, which may require it to liquidate all or a substantial
portion of its assets.

The mortgage loan for Sevens Building, located in St. Louis,
Missouri, which had an outstanding principal balance of
$21.49 million as of June 30, 2010, is due on October 31, 2010.
The Company has an option to extend the maturity date for an
additional 12 months; however, the loan documents include a number
of provisions, representations and covenants which may not allow
the Company to extend the maturity date past October 31, 2010.

The mortgage loan for Four Resource Square, located in Charlotte,
North Carolina, which had an outstanding principal balance of
$21.87 million as of June 30, 2010, is due on November 30, 2010.
The Company has an option to extend the maturity date for an
additional 12 months; however, the loan documents include a number
of provisions, representations and covenants which may not allow
the Company to extend the maturity date past November 30, 2010.

"The near-term maturities of the mortgage loans on the Sevens
Building and Four Resource Square properties, combined with the
Company's deficit cash flow from operations, raises substantial
doubt about our ability to continue as a going concern."

A full-text copy of the Form 10-Q is available for free at:

               http://researcharchives.com/t/s?6945

                    About NNN 2003 Value Fund

Santa Ana, Calif.-based NNN 2003 Value Fund, LLC, was formed as a
Delaware limited liability company on June 19, 2003.  The Company
was organized to acquire, own, operate and subsequently sell its
ownership interests in a number of unspecified properties believed
to have higher than average potential for capital appreciation, or
value-added properties.  As of June 30, 2010, the Company held
interests in three commercial office properties, including two
consolidated properties and one unconsolidated property.  The
Company currently intends to sell, or otherwise dispose of, all of
its remaining properties and pay distributions to its unit holders
from available funds.  The Company does not anticipate acquiring
any additional real estate properties at this time.


NORTH AMERICAN: Gets Court's Nod to Sell Assets to American TieTek
------------------------------------------------------------------
North American Technologies Group, Inc., et al., sought and
obtained authorization from the Hon. Bill Parker of the U.S.
Bankruptcy Court for the Eastern District of Texas to sell
substantially all of their assets to American TieTek, LLC, free
and clear of all liens, claims, interests and encumbrances.

An open, no-reserve auction was held on August 11, 2010, during
which American TieTek bid $3,650,000, Esco Processing and
Recycling LLC bid $3,600,000, and California Waste Solutions,
Inc., bid $3,550,000 for the Debtors' assets.  American TieTek was
chosen as the winning bidder, while Esco Processing was selected
as the Backup Bidder.

A segregated account will be established by the Debtors with
sufficient funds for the payment of (i) all delinquent ad valorem
taxes on any real property being conveyed and on the business
personal property of the Debtors, including any applicable
penalties and interest, and (ii) estimated taxes for the 2010 tax
year on any real property being conveyed and on the business
personal property of the Debtors.

Marshall, Texas-based North American Technologies Group, Inc.,
filed for Chapter 11 protection on March 18, 2010 (Bankr. E.D.
Texas Case No. 10-20071).  The Company estimated its assets and
debts at $10 million to $50 million.

The Debtor's affiliate, TieTek, LLC (Case No. 10-20072) filed a
separate Chapter 11 bankruptcy petition on March 18, 2010,
estimating $10 million to $50 million in assets and $50 million to
$100 million in debts.


NORTH GENERAL: Gets Court's Nod to Hire Epiq as Claims Agent
------------------------------------------------------------
North General Hospital, et al., sought and obtained authorization
from the Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for
the Southern District of New York to employ Epiq Bankruptcy
Solutions, LLC, as claims and noticing agent.

Epiq will, among other things:

     a. provide notice of a last date for the filing of a proof of
        claim and a form for filing a proof of claim to each
        creditor notified of the filings;

     b. maintain an up-to-date copy of the Debtors' schedules
        which lists all creditors and amounts owed;

     c. record all transfers and claims and provide any notices of
        the transfers; and

     d. maintain an official claims register.

Epiq will be paid based on its services agreement with the Debtor.
A copy of the agreement is available for free at:

                http://ResearchArchives.com/t/s?694d

Daniel C. McElhinney, Epiq's executive director, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

New York-based North General Hospital is a not-for-profit 200-bed
community hospital in upper Manhattan that has serviced the
communities of East and Central Harlem since the 1970s.  The
Hospital filed for Chapter 11 protection on July 2, 2010 (Bankr.
S.D.N.Y. Case No. 10-13553).  Charles E. Simpson, Esq., at
Windels, Marx, Lane & Mittendorf, LLP, assists the Company in its
restructuring effort.  According to its schedules, the Company
disclosed $67 million in assets and $293 million in liabilities as
of the Petition Date.

Garfunkel Wild, P.C., is the Company's healthcare counsel.

Alvarez & Marsal is the Company's restructuring consultant.


NORTH GENERAL: Gets OK to Hire Windels Marx as Bankruptcy Counsel
-----------------------------------------------------------------
North General Hospital, et al., sought and obtained authorization
from the Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for
the Southern District of New York to employ Windels Marx Lane &
Mittendorf, LLP, as bankruptcy counsel.

Windels Marx will, among other things:

     (a) attend meetings and negotiating with representatives of
         creditors and other parties-in-interest;

     (b) take necessary action to protect and preserve the
         Debtors' estates, including prosecuting actions on the
         Debtors' behalf, defending any action commenced
         against the Debtors and representing the Debtors'
         interests in negotiations concerning litigation in which
         the Debtors are involved, including, but not limited
         to, objections to claims filed against the estates;

     (c) prepare motions, applications, answers, orders, reports,
         and papers necessary to the administration of the
         estates; and

     (d) negotiate and prepare a plan of reorganization and all
         related documents.

Windels Mark will be paid based on the hourly rates of its
personnel:

     Partners                    $675
     Associates                  $325
     Paraprofessionals           $170

Charles E. Simpson, a member of Windels Mark, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

New York-based North General Hospital is a not-for-profit 200-bed
community hospital in upper Manhattan that has serviced the
communities of East and Central Harlem since the 1970s.  The
Hospital filed for Chapter 11 protection on July 2, 2010 (Bankr.
S.D.N.Y. Case No. 10-13553).  According to its schedules, the
Company disclosed $67 million in assets and $293 million in
liabilities as of the Petition Date.

Garfunkel Wild, P.C., is the Company's healthcare counsel.

Alvarez & Marsal is the Company's restructuring consultant.


NORTHCORE TECHNOLOGIES: Posts C$593,000 Net Loss in Q2 2010
-----------------------------------------------------------
Northcore Technologies Inc. filed on August 12, 2010, its interim
consolidated financial statements for the three months ended
June 30, 2010.  The Company reported a net loss of C$593,000 on
C$132,000 of revenue for the three months ended June 30, 2010,
compared with a net loss of C$433,000 on C$208,000 of revenue for
the same period of 2009.

On August 9, 2010, the Company closed an equity transaction with
GEM Global Yield Fund Limited, securing gross proceeds of
C$383,000.  In connection with the transaction, the Company issued
2,191,000 common shares and 6,000,000 share-purchase warrants with
an exercise price of C$0.27 and an expiry date of August 9, 2013.

The Company's balance sheet as of June 30, 2010, showed C$862,000
in total assets, C$1.68 million in total liabilities, and a
stockholders' deficit of C$821,000.

As reported in the Troubled Company Reporter on April 6, 2010,
KPMG LLP, in Toronto, Canada, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its 2009 results.  The independent auditors noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency.

In the notes to the Company's unaudited interim consolidated
financial statements for the second quarter of 2010, the Company
discloses that its continued existence beyond June 30, 2010, is
dependent on its ability to increase revenue from existing
products and services, to expand the scope of its product
offering, and to raise additional financing.

A full-text copy of the second quarter report is available for
free at http://researcharchives.com/t/s?693e

                   About Northcore Technologies

Based in Ontario, Canada, Northcore Technologies Inc. (TSX: NTI;
OTC BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore owns 50% of
GE Asset Manager, LLC, a joint business venture with GE.


NRG ENERGY: Moody's Assigns 'B1' Rating on Senior Unsecured Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to NRG Energy,
Inc.'s planned issuance of senior unsecured notes due 2020.
Concurrent with this rating assignment, Moody's affirmed all of
NRG's ratings, including its Corporate Family Rating and
Probability of Default Rating at Ba3.  NRG's rating outlook is
negative.

                        Ratings Rationale

NRG's Ba3 CFR reflects the relatively strong historical credit
metrics based upon margins that are underpinned by various
intermediate term hedges or contracts.  Through June 30, 2010,
Moody's calculates the ratio of CFO pre-W/C (cash flow) to debt at
more than 20%, the cash flow coverage of interest expense at more
than 4.0x, and the ratio of free cash flow to debt at 14%.  While
these financial metrics strongly position NRG in the "Ba" rating
category, Moody's anticipate these cash flow credit metrics will
weaken as the existing hedges expire and are replaced with lower
margin arrangements.

The rating factors in the expected credit implications of the
company's financial performance from the company's plan to acquire
5,163 megawatts of generation assets for nearly $1.9 billion in
two separate transactions: the acquisition of 3,884 MW of Dynegy
Inc.'s assets in northern California and Maine from an affiliate
of The Blackstone Group L.P. for approximately $1.36 billion and
the acquisition of the Cottonwood Generating Station, a 1,279 MW
natural gas-fueled plant from Kelson Limited Partnership for
$525 million.  Completing these two acquisitions will utilize a
material portion of the company's balance sheet strength for
transactions that Moody's consider to be complimentary but not
critical to NRG's overall strategy.

The B1 rating for NRG's proposed senior unsecured notes reflects
both the CFR and PDR of NRG, to which Moody's assigned a Ba3
rating, as well as the debt's position in NRG's capital structure.
The rating also takes into account the higher percentage of senior
unsecured debt after completion of the note offering.

Net proceeds from the offering will be used for general corporate
purposes, including working capital needs, investment in business
initiatives and capital expenditures, and potentially to prepay or
repurchase outstanding debt or to consummate the above mentioned
acquisitions.

The negative rating outlook reflects the company's aggressive
acquisition and growth strategy which comes at a time when the
company's future margins are likely to be compressed relative to
recent historical results and the company is in the early stage of
a multi-year, multi-faceted project development strategy that
includes, among other projects, the construction of a 2,700 MW
nuclear power project.  The negative rating outlook also factors
in Moody's belief that NRG's overall balance sheet strength and
related financing flexibility will be reduced once these
transactions are completed as Moody's understand that the company
is likely to use a large portion of its internal liquidity to pay
for these two acquisitions.  Additionally, NRG remains committed
to returning about 3% of the company's market capitalization to
shareholders each year (or approximately $180 million) and given
the year-to-date acquisition activity already announced by the
company, Moody's expect NRG to remain opportunistic and
acquisitive.

In light of the negative outlook, limited prospects exist for the
ratings to be upgraded in the near-term.  However, to the extent
that management reduced the size and scope of its growth capital
program, and did not greatly expand shareholder rewards programs,
ratings could stabilize and might increase if free cash flow
generation was applied to debt reduction.

The rating is likely to be downgraded should NRG's growth plans
remain largely unchanged, particularly if the company's investment
in South Texas Project 3&4 moves forward following the receipt of
a Department of Energy loan guarantee.  This is particularly
relevant given the size and complexity of this construction
project as well as the challenges that Moody's believe may exist
in NRG reducing further its ownership in STP 3&4.  The rating
could also be downgraded if weaker than expected market conditions
persist across NRG's generation fleet causing cash flow to debt to
fall below 12% for an extended period.  To that end, should market
fundamentals remain at weaker than anticipated levels for an
extended period and there is no corresponding recalibration of
future growth capital spending initiatives by management, the
rating will be downgraded.

The last rating action on NRG occurred on August 13, 2010 when the
ratings were affirmed and the rating outlook was changed to
negative from stable.

Upgrades:

Issuer: Chautauqua (Cnty of) NY, Ind.  Dev.  Agency

  -- Senior Secured Revenue Bonds, Upgraded to LGD2, 11% from
     LGD2, 13%

Issuer: NRG Energy, Inc.

  -- Senior Secured Bank Credit Facility, Upgraded to LGD2, 11%
     from LGD2, 13%

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD4,
     66% from LGD4, 68%

Assignments:

Issuer: NRG Energy, Inc.

  -- Senior Secured Regular Bond/Debenture, Assigned 66 - LGD4 to
     B1

Headquartered in Princeton, NRG owns about 24,000 MW of generating
facilities, primarily in Texas and the northeast, south central
and western regions of the US.  NRG owns Reliant Energy, a retail
energy business that serves 1.6 million residential, business,
commercial and industrial customers in Texas.  NRG also owns
generating facilities in Australia and Germany.


OTTO BEYER: No Early Discharge for Individual Chapter 11 Debtor
---------------------------------------------------------------
WestLaw reports that an individual Chapter 11 debtor in the
business of purchasing real property, primarily for the purpose of
leasing it back to consumers under lease-with-option-to-purchase
agreements, was not entitled to an early discharge prior to
completion of his plan payments, though this would allegedly allow
him to avoid substantial income tax liabilities that might result
if mortgage lenders whose claims were secured by parcels that the
debtor surrendered elected to issue any forgiveness of debt
statements.  The debtor's fears of potential income tax liability
in connection with forgiveness of debt were purely speculative,
especially since his confirmed plan, which was binding on the
lenders, treated the lenders as fully secured and provided for a
surrender of parcels in full satisfaction of underlying debts.
More importantly, the debtor had yet to commence payments to
unsecured creditors and had not established with a high degree of
certainty that he had the actual financial ability to make these
payments.  In re Beyer, --- B.R. ----, 2009 WL 6707920 (Bankr.
M.D. Fla.) (Jennemann, J.).

Located in Altoona, Fla., Otto E. Beyer Enterprises Inc. --
http://ottoebeyer.com/-- purchases and rehabilitates distressed
homes for resale.  The Debtor, its owner, and an affiliate sought
Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 08-00572 through
08-00574) on Jan. 28, 2008.  Frank M. Wolff, Esq., at Wolff Hill
McFarlin & Herron P.A., in Orlando, Fla., represents the Debtor in
their restructuring efforts.  The Debtors estimated their assets
and debts at $10 million to $50 million at the time of the filing.

On Jan. 6, 2009, the Bankruptcy Court confirmed a complex joint
plan of reorganization that addresses the claims of the debtors'
many secured lenders and requires the debtors to pay all unsecured
creditors 100% of their claims without interest in 60 monthly
installments starting no earlier than Feb. 6, 2010.  The plan also
permits Mr. Beyer to surrender numerous parcels of real estate to
the relevant secured lender within the first two years of the
plan.  In some cases, the lender may request a deed-in-lieu of
proceeding with a foreclosure action.  In other cases, Mr. Beyer
would consent to allow the foreclosure to proceed.


PATRICIA SEWELL: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Patricia A. Sewell
        P.O. Box 24222
        Federal Way, WA 98093

Bankruptcy Case No.: 10-19467

Chapter 11 Petition Date: August 12, 2010

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

Judge: Samuel J. Steiner

Debtor's Counsel: Christopher F. Dale, Esq.
                  RESOLVE LEGAL PLLC
                  720 Olive Way, Suite 1000
                  Seattle, WA 98101
                  Tel: (206) 624-0123
                  E-mail: chris@resolvelegal.com

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

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

A list of the Debtor's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-19467.pdf


PRM DEV'T: Section 341(a) Meeting Scheduled for Sept. 9
-------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of PRM
Development, LLC's creditors on September 9, 2010, at 1:30 p.m.
The meeting will be held at the Office of the U.S. Trustee, 1100
Commerce Street, Room 976, Dallas, TX 75242.

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

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

Chicago, Illinois-based PRM Development, LLC, filed for Chapter 11
protection on August 6, 2010 (Bankr. N.D. Tex. Case No. 10-35547).
Gerrit M. Pronske, Esq., at Pronske & Patel, P.C., assists the
Debtor in its restructuring effort.  The Debtor estimated its
assets at $10 million to $50 million and debts at $1 million to
$10 million as of the Petition Date.

Affiliates Bon Secour Partners, LLC; PRS II, LLC; PRM Realty
Group, LLC; PMP II, LLC; Maluhia Development Group, LLC; Maluhia
One, LLC; Maluhia Eight, LLC; Maluhia Nine, LLC; and Long Bay
Partners, LLC, filed separate Chapter 11 petitions.


QUEEN HIGH: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: Queen High Full House, LLC
                820 A St., Ste. 300
                Tacoma, WA 98402

Case Number: 10-46612

Involuntary Chapter 11 Petition Date: August 12, 2010

Court: U.S. Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Petitioner's Counsel: John R. Spencer, Esq.
                      Robert A. Beattey, Esq.
                      SPENCER LAW FIRM
                      1326 Tacoma Ave., Suite 200
                      Tacoma, WA 98402-1983
                      Tel: (253) 383-2770
                      E-mail: jspencer@spencer-lawfirm.com

Creditor who signed the Chapter 11 petition:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Olson Brothers           Secured Debt           $2,237,165
Excavating, Inc.
6622 112th St E.
Puyallup, WA 98373


RANCHER ENERGY: Posts $960,300 Net Loss in Q1 Ended June 30
-----------------------------------------------------------
Rancher Energy Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $960,291 on $1.18 million of revenue for
the three months ended June 30, 2010, compared with a net loss of
$2.24 million on $379,886 of revenue for the three months ended
June 30, 2009.

The Company's balance sheet as of June 30, 2010, showed
$18.37 million in total assets, $15.23 million in total
liabilities, and a stockholders' equity of $3.14 million.

A full-text copy of the Form 10-Q is available for free at:

                 http://researcharchives.com/t/s?695c

                      About Rancher Energy

Denver, Colo.-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  The Company operates four fields in the
Powder River Basin, Wyoming, which is located in the Rocky
Mountain region of the United States.

The Company was formerly known as Metalex Resources, Inc. and
changed its name to Rancher Energy Corp. in 2006.   Rancher Energy
Corp. was incorporated in the State of Nevada on February 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  In its petition, the Company
estimated assets and debts of between $10 million and $50 million
each.

On May 26, 2010, the Company filed its second motion to extend
exclusive period to file a reorganization plan through August 24,
2010 and the exclusive period to solicit acceptance of a plan
through October 22, 2010.  The motion is currently under
consideration by the Bankruptcy Court.


REITTER CORP: Court Rules Ombudsman Is Needed in Case
-----------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico has ordered the U.S. Trustee to
appoint an ombudsman for Reitter Corporation.

The Court ruled that the Debtor's Petition reflects that this is a
health care business case.  The Trustee and the Debtor have 21
days from August 11, 2010, to inform the Court why the appointment
of an ombudsman is not necessary for the protection of the
patients.

San Juan, Puerto Rico-based Reitter Corporation filed for Chapter
11 protection on August 6, 2010 (Bankr. D. P.R. Case No. 10-
07152).  Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million as of
the Petition Date.


REITTER CORP: Section 341(a) Meeting Scheduled for Sept. 13
-----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Reitter
Corporation's creditors on September 13, 2010, at 2:00 p.m.  The
meeting will be held at Ochoa Building, 500 Tanca Street, First
Floor, San Juan, PR 00901.

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

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

San Juan, Puerto Rico-based Reitter Corporation filed for Chapter
11 protection on August 6, 2010 (Bankr. D.P.R. Case No. 10-07152).
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, assists
the Debtor in its restructuring effort.  The Debtor estimated its
assets and debts at $10 million to $50 million as of the Petition
Date.


REITTER CORP: Taps Alexis Fuentes-Hernandez as Bankruptcy Counsel
-----------------------------------------------------------------
Reitter Corporation asks for authorization from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Alexis
Fuentes-Hernandez, Esq., at Fuentes Law Offices.

Mr. Fuentes-Hernandez will represent the Debtor in its bankruptcy
case.  He will be paid $200 per hour for his services.

San Juan, Puerto Rico-based Reitter Corporation filed for Chapter
11 protection on August 6, 2010 (Bankr. D.P.R. Case No. 10-07152).
The Debtor estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


REYNOLDS GROUP: Moody's Puts B2 Rating With Stable Outlook
----------------------------------------------------------
Moody's Investors Service placed the senior unsecured debt ratings
of Pactiv Corporation under review for possible downgrade from a
stable outlook.  The review follows the company's announcement on
August 17, 2010, that it has entered into a definitive merger
agreement to be acquired by Reynolds Group Holdings Limited (B2,
Stable), a leading global manufacturer and supplier of consumer
food and beverage packaging and storage products headquartered in
Chicago, Illinois, in a transaction valued at approximately
$6 billion.  Reynolds is a wholly owned subsidiary of New Zealand-
based Rank Group Limited, which is owned by Graeme Hart.

Moody's notes that Reynolds is considerably weaker credit metrics
than Pactiv and is rated significantly lower at B2 stable.  For
the 12 months ended March 31, 2010, Pactiv's debt to EBITDA and
EBIT interest coverage were 3.4 times and 3.8 times respectively.
For the 12 months ended December 31, 2009, and pro forma for the
acquisitions of CSI, Reynolds Consumer and Evergreen, Reynolds
debt to EBITDA and EBIT interest coverage were approximately 6.0
times and below 1.5 times respectively.  Moody's also notes that
the company's $277 million 7.95% Debentures due 2025, $300 million
8.125% Debentures due 2017 and $200 million 8.375% Debentures due
2027 do not have change of control provisions.  In addition, the
liens covenant provides minimal protection due to the absence of
guarantees of the reference securities by the issuer's operating
subsidiaries, resulting in the potential for structural
subordination to debt incurred by such subsidiaries.  The outcome
of the review will depend upon the whether or not the transaction
closes, the specific financing and the ultimate impact on
Reynold's rating.

Under the terms of the agreement, Pactiv shareholders will receive
$33.25 in cash for each share of Pactiv common stock held,
representing a premium of approximately 39% over Pactiv's closing
price of $23.97 on May 14, 2010, the last trading day prior to
published reports regarding a potential transaction.  Reynolds has
obtained committed financing for the transaction, consisting of a
combination of equity from Reynolds and Rank Group Limited and
committed debt financing to be provided by certain affiliates of
Credit Suisse, HSBC, and Australia New Zealand Bank.  Further
details regarding the financing have not been disclosed.

Pactiv's board of directors unanimously approved the merger
agreement and will recommend that Pactiv's common shareholders
approve the transaction.  A special meeting of Pactiv's
shareholders will be held as soon as practicable after the
preparation and filing of a proxy statement with the Securities
and Exchange Commission and subsequent mailing to shareholders.
Completion of the transaction is subject to Pactiv's shareholder
approval, regulatory approvals, and customary closing conditions,
and is targeted to occur by the end of 2010.

Moody's last rating action on Pactiv occurred on June 7, 2007,
when Moody's confirmed the company's Baa2 senior unsecured rating
and stable outlook and concluded the review for possible downgrade
commenced on April 12, 2007.  The review followed Pactiv's
announcement that it entered into an agreement to acquire the
stock of privately held Prairie Packaging for $1 billion in cash
which was to be entirely debt financed.

Headquartered in Lake Forest, Illinois, Pactiv Corporation
("Pactiv") is a producer of packaging products for the consumer,
foodservice, and food packaging markets.  Revenue for the twelve
months ended March 31, 2010, was approximately $3.3 billion.


RIVIERA HOLDINGS: Posts $4.2 Million Net Loss in Q2 Ended June 30
-----------------------------------------------------------------
Riviera Holdings Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $4.2 million on $32.3 million of
revenue for the three months ended June 30, 2010, compared with a
net loss of $13.5 million on $34.6 million of revenue for the same
period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$197.9 in total assets, $289.6 million in total liabilities, and a
stockholders' deficit of $91.7 million.

On the Petition Date and prior to the commencement of the Chapter
11 Cases, the Company entered into a restructuring and lock-up
letter agreement with holders, in the aggregate, of in excess of
66 2/3% in the amount of all of the outstanding claims under the
Company's credit and fixed rate swap agreements.  Pursuant to the
Lock-Up Agreement, the Lenders are contractually obligated to
support the restructuring of the Company in accordance with the
Debtor's Joint Plan of Reorganization.  The Debtors also signed a
Backstop Commitment Agreement to provide assurance that the
designated new money investment will be funded in the aggregate
amount of $20 million and the working capital facility will be
committed in the aggregate principal amount of $10 million.

The Bankruptcy Court has set a hearing date of September 3, 2010
to consider both the approval of the Disclosure Statement as well
as the Backstop Agreement.  Additionally, the Bankruptcy Court has
set a hearing date of October 19, 2010 to consider confirming the
Plan subject to timely approval of the Disclosure Statement.

A full-text copy of the Form 10-Q is available for free at:

             http://researcharchives.com/t/s?695a

                     About Riviera Holdings

Riviera Holdings Corporation, through its wholly-owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino located in Las Vegas, Nevada, which consists of a hotel
comprised of five towers with 2,075 guest rooms, including 177
suites, and which has traditional Las Vegas-style gaming,
entertainment and other amenities.

In addition, Riviera Holdings, through its wholly-owned
subsidiary, Riviera Black Hawk, Inc., owns and operates the
Riviera Black Hawk Casino, a casino in Black Hawk, Colorado and
has various non-gaming amenities, including parking, buffet-styled
restaurant, delicatessen, a casino bar and a ballroom.

Riviera Holdings together with the two affiliates filed for
Chapter 11 on July 12 in Las Vegas, Nevada (Bankr. D. Nev. Case
No. 10-22910).  Riviera Holdings' petition listed assets and debts
of $100 million to $500 million.  Attorneys at Gordon Silver
represent the Debtors in the Chapter 11 cases.


ROCCO DOTO: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Rocco F. Doto
        aka RACC Enterprises
        11 N Clinton Ave
        Wenonah, NJ 08090

Bankruptcy Case No.: 10-34780

Chapter 11 Petition Date: August 12, 2010

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtor's Counsel: Robert Braverman, Esq.
                  LAW OFFICE OF ROBERT BRAVERMAN, LLC
                  Suite 500, 800 N. Kings Highway
                  Cherry Hill, NJ 08034
                  Tel: (856) 348-0115
                  Fax: (856) 414-1230
                  E-mail: robert@bravermanlaw.com

Scheduled Assets: $1,529,135

Scheduled Debts: $1,608,231

A list of the Debtor's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb10-34780.pdf


RONSON CORPORATION: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
RCLC, Inc. and certain of its wholly-owned subsidiaries, RCPC
Liquidating Corp., and Ronson Aviation, Inc., filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of New Jersey in Trenton, New Jersey.  The Company's
foreign subsidiary, RCC, Inc., formerly known as Ronson
Corporation of Canada Ltd. is not included in the filing.

The filing of the petitions places an automatic stay that
restrains most actions that a creditor could commence or continue
against the Company or the filing subsidiaries and their assets,
under applicable bankruptcy law, without the permission of the
Bankruptcy Court.

After extensively exploring alternatives following thorough
consultation with its legal and financial advisors, the Company's
board of directors determined that an orderly sale of the
Company's assets through a Chapter 11 process is the most prudent
and effective means of maximizing value for the Company's
stakeholders.  The bankruptcy petitions are part of ongoing
actions taken by the Company to sell off its assets and
subsidiaries, wind up its business, and attempt to preserve the
value of the Company for its stakeholders.

The Company and its subsidiaries have filed customary "First Day
Motions" seeking assurances from the Court that its employees will
continue to receive their usual pay and benefits on an
uninterrupted basis and that Ronson Aviation will continue to
honor obligations to its customers in the ordinary course as well
as seeking approval of debtor-in-possession financing for which
the Company has received a commitment from its senior secured
lender, Wells Fargo Bank, N.A.


SALINAS INVESTMENTS: Taps William B. Kingman as Bankruptcy Counsel
------------------------------------------------------------------
Salinas Investments, Ltd., asks the U.S. Bankruptcy Court for the
Western District of Texas for permission to employ The Law Offices
of William B. Kingman, P.C., as counsel.

WBK will, among other things:

   -- represent Debtor in negotiations with various creditors,
      including Debtor's secured creditor, and lessors, make court
      appearances and appearances before the U.S. Trustee on
      behalf of Debtor;

   -- assist in the preparation of the Debtor's Plan and
      Disclosure Statement, preparing schedules and pleadings; and

   -- analyze, negotiate and litigate claims which may be brought
      in the forms of objections or as adversary proceedings.

WBK was paid $510 for its prepetition legal services and a $16,990
retainer.  The hourly rate of WBK is $300, and $85 for each of
paralegals and legal assistants.

To the best of the Debtor's knowledge, WBK is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

     The Law Offices of William B. Kingman, P.C.
     4040 Broadway, Suite 450
     San Antonio, TX 78209
     Tel: (210) 829-1199
     Fax: (210) 821-1114

                  About Salinas Investments, Ltd.

San Antonio, Texas-based Salinas Investments, Ltd., filed for
Chapter 11 bankruptcy protection on July 2, 2010 (Bankr. W.D. Tex.
Case No. 10-52525).  William B. Kingman, Esq., who has an office
in San Antonio, Texas, assists the Debtor in its restructuring
effort.  The Company disclosed $17,561,043 in assets and
$4,269,961 in liabilities.


SALISBURY HOSPITALITY: Case Summary & 5 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Salisbury Hospitality, Inc.
        dba Travel Lodge
        1328 Jake Alexander Blvd.
        Salisbury, NC 28146

Bankruptcy Case No.: 10-32361

Chapter 11 Petition Date: August 12, 2010

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtor's Counsel: Richard M. Mitchell, Esq.
                  MITCHELL & CULP, PLLC
                  1001 Morehead Square Drive, Suite 330
                  Charlotte, NC 28203
                  Tel: (704) 333-0630
                  Fax: (704) 333-4975
                  E-mail: rmmatty@mitchellculp.com

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

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

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ncwb10-32361.pdf

The petition was signed by Kenneth Y. Chung, president.


SEDONA DEVELOPMENT: Wants to Incur Unsecured Loan from Recap
------------------------------------------------------------
Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, ask the U.S. Bankruptcy Court for the District of Arizona for
authorization to borrow up to $300,000 from Seven Canyons Recap,
LLC.

In an August 5, 2010, minute entry order, the Court denied the
Debtor's motion because the junior lienholder would not be
adequately protected.

Upon subsequent discussion, Recap agreed to advance up to $300,000
to the Debtors on an unsecured basis, so long as the repayment of
an advance will enjoy an administrative priority.

The proposed financing terms are:

     Principal Amount              $300,000
     Interest Rate                 7.5% per annum
     Maturity Date                 June 11, 2013
     Monthly Payments              None (Principal and accrued
                                   interest are due upon maturity.
     Priority                      Funds advanced would constitute
                                   an administrative expense
                                   against the Debtors' estate.

The Debtor may use the money to maintain its operations and to
preserve the 18-hole golf course and related facilities, including
luxury villas, a practice park, range house, and tennis courts in
Sedona, Arizona, known generally as Seven Canyons.

The Debtor is represented by:

   John J. Hebert, Esq.
   Philip R. Rudd, Esq.
   Wesley D. Ray, Esq.
   Polsinelli Shughart PC
   3636 North Central Avenue, Suite 1200
   Phoenix, AZ 85012
   Tel: (602) 650-2000
   Fax: (602) 264-7033
   E-mail: PhoenixBankruptcyECF@polsinelli.com
           jhebert@polsinelli.com
           prudd@polsinelli.com
           wray@polsinelli.com

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection on May 27, 2010 (Bankr. D. Ariz. Case No. 10-16711).
The Club At Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  Lender Specialty Trust
is represented by Joseph E. Cotterman, Esq., and Nathan W.
Blackburn, Esq., at Gallagher & Kennedy, P.A.  Sedona disclosed
$29,171,168 in assets and $121,679,994 in liabilities.


SES SOLAR: Reports Net Income of $218,000 in Q2 Ended June 30
-------------------------------------------------------------
SES Solar Inc. filed its quarterly report on Form 10-Q, reporting
net income of $217,989 on $1.4 million of revenue for the three
months ended June 30, 2010, compared with a net loss of $16,387 on
$238,854 of revenue for the same period of 2009.  The change to
net income is largely attributable to a larger margin on sold
projects together with a reduction in operating expenses of
$70,281.

The Company's balance sheet as of June 30, 2010, showed
$19.9 million in total assets, $18.1 million in total liabilities,
and a stockholders' equity of $1.8 million.

As reported in the Troubled Company Reporter on April 21, 2010,
BDO Ltd., in Zurich, Switzerland, expressed substantial doubt
about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses from operations.

The Company acknowledges in its latest 10-Q that it anticipates
incurring losses in the near future.  The Company incurred a net
loss of $239,681, generated a positive cash flow from operations
of $2.3 million, and had a working capital deficiency of
$16.1 million as of June 30, 2010.

A full-text copy of the Form 10-Q is available for free at:

               http://researcharchives.com/t/s?693c

Based in Geneva, Switzerland, SES Solar Inc. is a Delaware
corporation engaged in the business of designing, engineering,
producing and installing solar panels or modules and solar tiles
for generating electricity.  The Company conducts its operations
through two wholly owned subsidiaries, SES Prod. S.A. and SES
Societe d'Energie Solaire S.A.  The Company's shares are quoted
on the OTC Bulletin Board under the symbol "SESI.OB".


SK HAND: Court Extended DIP Financing Through Aug. 13
-----------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois extended the postpetition secured
financing of SK Hand Tool Corporation, et al., through August 13,
2010.

The DIP financing was extended pursuant to the budget through
August 13.  A copy of the budget is available for free at:

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

As reported by the TCR on July 13, 2010, the Debtors obtained
interim court authorization to obtain DIP financing from Webster
Business Credit Corporation, which committed to provide up to
$9,250,000.  The DIP facility was set to mature on July 31, 2010.

The DIP facility will incur interest at Base Rate (Prime) + 1.00%,
which equals 4.25%.

SK Hand Tool Corporation was founded in Chicago in 1921 as a
manufacturer of hand tools and power tools, which it distributes
through independent dealers.  It has manufacturing facilities in
Chicago and Defiance, Ohio, although Defiance is currently not
operating.

SK Hand filed for Chapter 11 protection on June 29, 2010 (Bankr.
N.D. Ill. Case No. 10-28882).  Colleen E. McManus, Esq., and Kurt
M. Carlson, Esq., at Much Shelist, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10 million to $50 million.


SOFTLAYER TECHNOLOGIES: Moody's Affirms 'B2' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed SoftLayer Technologies, Inc.'s
ratings, including the B2 Corporate Family Rating and the B3
Probability of Default Rating on the final structure of the
$500 million leveraged buyout by GI Partners and other private
equity investors, who will now own more than 70% of the company,
with the balance of equity held by management.  The final terms
include an increase in invested equity to $250 million from the
previously contemplated $195 million and the elimination of the
$20 million revolving credit and the $20 million delayed draw term
loan, the previously assigned ratings for which have been
withdrawn.  In addition, the term loan was reduced to $150 million
from $190 million.  The rating outlook remains stable.

This is a list of the rating actions and Moody's ratings:

Issuer: SoftLayer Technologies, Inc.

  -- $20 million Secured Revolving Credit Facility, B2 (LGD3 -31%)
     - Withdrawn

  -- $20 million Senior Secured Delayed Draw Term Loan, B2 (LGD3 -
     31%) Withdrawn

  -- Corporate Family Rating, Affirmed B2

  -- Probability of Default Rating, Affirmed B3

  -- $150 million Senior Secured Term Loan, Affirmed B2 (LGD3 -
     31%)

  -- Outlook: Stable

                         Ratings Rationale

SoftLayer's B2 Corporate Family Rating reflects the challenges of
solidifying a defensible competitive position in the fragmented
hosting segment of the data center services industry, the
company's small scale and short operating history.  Moody's also
believes that SoftLayer will remain free cash flow negative over
the next two years as the company adds server capacity in its data
center facilities.  Although the company's debt metrics have been
enhanced in the near term by the incremental equity capital
contributed by its sponsors at closing of the leveraged buy-out,
the lack of a committed external credit facility may constrain the
company's liquidity in the future and may act a s governor on the
company's growth potential.  Moody's expects the company to
operate in the 3.5x Debt/EBITDA (Moody's adjusted, primarily for
capitalized operating leases) range.  The ratings are supported by
SoftLayer's strong and consistent growth from providing hosting
and managed services to Internet-centric SMBs since its inception,
and high EBITDA margins that can translate into positive free cash
flow once the company emerges from its growth phase.  However,
Moody's remains concerned about the longer-term sustainability of
that cash flow as the potential commoditization of the various
data center services may lead to price competition.  In Moody's
view, as competition evolves, SoftLayer's lack of customer
contracts, currently an anomaly in the data center services
industry, also constrains the rating.

Moody's expects SoftLayer to have good liquidity over the next
twelve months, as proforma for the proposed credit facilities the
company will have over $37 million of cash-on-hand to backstop its
projected free cash flow deficits that stem from plans to add
server capacity in new data centers.  However, SoftLayer's
liquidity may eventually face pressure due to the company's need
to continue to invest in new and replacement server capacity.  The
company's credit agreement mandates that it keep at least
$10 million of unrestricted cash & equivalents on hand at all
times.

The ratings for the debt instruments reflect both the overall
probability of default for SoftLayer, to which Moody's has
assigned a B3 PDR, and a below-average mean family loss given
default assessment of 35% (or an above-average mean family
recovery estimate of 65%), in line with Moody's LGD Methodology
and typical treatment for an all-first-lien senior secured debt
capital structure.  The term loan is secured by a first priority
interest in and lien on substantially all SoftLayer assets.  The
term loan, which comprises the bulk of the company's debt capital
structure, is rated B2 (LGD3-31%), in line with the CFR.  This
rating is one notch lower than the LGD methodology-implied
modeling template suggests, being on the cusp of a B1 ratings, due
to Moody's subjective adjustments to the LGD framework in order to
more appropriately reflect the perceived collateral coverage of
these debt obligations relative to the overall waterfall of debts.

SoftLayer Technologies, Inc., is a US-based provider of dedicated
hosting and managed data center services.  The company's
headquarters are located in Dallas, TX.


SOTHEBY'S: S&P Raises Corporate Credit Rating to 'BB+' From 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on N.Y.-based Sotheby's to 'BB+' from
'BB-'.  S&P's rating outlook is stable.

At the same time, S&P raised its senior unsecured debt rating to
'BB-' from 'B' and maintained its '6' recovery rating, indicating
its expectation of negligible (0-10%) recovery of principle in the
event of default.

"S&P's ratings on Sotheby's reflect its view that volatile
worldwide demand for art can lead to large swings in operating
performance, credit ratios, and cash flows; the risks are somewhat
offset by the company's recent strong performance and cash flow
generation" said Standard & Poor's credit analyst Charles Pinson-
Rose.

The company's performance exceeded S&P's expectations in the past
year.  S&P expected a rebound after a very weak auction market in
fall 2008 and spring 2009, but results in the past year,
particularly in the first half of 2010, were stronger than S&P
anticipated.  As a result of these recent trends and the
likelihood that high quality of supply will be bought to upcoming
auctions, S&P expects better results in the second half of 2010.
Given the relative strong performance in upcoming comparable
periods, S&P believes the magnitude of overall revenue and profit
gains will be less.  Nonetheless, S&P still believes Sotheby's can
increase revenue by over 10% in the next two quarters relative to
last year, which would lead to cost leveraging and margin
expansion.  Standard & Poor's estimate EBITDA for 2010 will be in
the $280 million-$290 million range.  With that level of
profitability, S&P expects operating lease-adjusted leverage to be
approximately 2.1x and EBITDA coverage of interest to be about
6.0x, which would be a modest improvement from the current 2.3x
and 4.8x, respectively (as of June 30, 2010).  S&P views Sotheby's
financial risk profile as significant.  While this is S&P's base
assumption for the rest of 2010, precise levels of operating
performance are difficult to predict because of the nature of the
auction business and the intense seasonality of auction sales.
However, S&P expects results for rest of 2010 to be stronger than
2009.

S&P's current performance expectations assume that demand for art
will not change appreciably.  However, a significant decline in
global capital markets would likely hurt performance at Sotheby's,
because its customer base would be less willing and able to bid at
the auctions.  This factor meant wide swings in operating
performance in the past few years.  Consequently, S&P views the
company business risk as fair, and that assessment may constrain
future ratings upside.

Sotheby's liquidity is adequate.  As of June 30, 2010, Sotheby's
had $462.5 million in cash and $126.6 million available on its
revolving credit facility.  On a past-12-month basis, Sotheby's
generated significant discretionary cash flow of $323.9 million.
Sotheby's will have limited need for capital investment and S&P
expects it to generate positive free cash flow in the future.
Sotheby's generally is cash-flow negative in the first and third
quarters and generates its free cash flow during the spring and
fall auction season, i.e., the second and fourth quarters.  S&P
expects Sotheby's current and expected cash balances ton
adequately fund upcoming cash-flow-negative quarters.  Sotheby's
revolving credit facility has only springing covenants and.  given
the company's cash balances and likely cash flow generation, S&P
does not expect compliance to be an issue.

S&P's rating outlook on Sotheby's is stable, reflecting its
expectation that near term profitability and credit metrics should
get better and that the company should generate meaningful free
cash flow.  The company's volatile performance and fair business
risk profile constrain ratings upside.  Therefore S&P does not
anticipate any near-term positive rating action.  S&P would
consider an upgrade into investment grade if S&P felt the company
could withstand a significant downturn in operating performance
and thus the company would need strong excess liquidity and very
good financial flexibility.  Conversely, S&P would consider a
lower rating if operating lease adjusted leverage worsened to
about 3x.  This would occur if EBITDA declined to the $200 million
range or about 20% from current past-12-month levels.


STARPOINTE ADERRA: Fine Tunes Disclosure Statement
--------------------------------------------------
Starpointe Aderra Condominiums Limited Partnership submitted to
the U.S. Bankruptcy Court for the District of Arizona a proposed
Disclosure Statement explaining its Plan of Reorganization, as
amended.

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

As reported in the Troubled Company Reporter on May 10, 2010,
according to the Disclosure Statement, the Debtor intends to
continue to operate the Starpointe Aderra community during the
5-year term of the reorganization plan and beyond.  The profits
obtained from operations will be used to pay down the allowed
claims of estate creditors.  Under the Plan, the Reorganized
Debtor will make monthly payments to secured, administrative,
priority, and unsecured creditors.

The Plan provides for secured creditors to retain their liens and
be paid deferred cash payments totaling at least the allowed
amount of their claim, of a value, of at least the claimant's
interest in the estate's interest in the property.

General unsecured creditors will be paid in full over the five
year term of the plan and receive their pro rata share of the
initial distribution and the subsequent monthly distributions from
net available income -- after payment to the administrative and
priority claimants.  Subject to the terms of the Plan, the
Debtor's owners will retain their ownership interest in the
Reorganized Debtor.

A full-text copy of the Amended Disclosure Statement is available
for free at:

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

               About Starpointe Aderra Condominiums

Scottsdale, Arizona-based Starpointe Aderra Condominiums Limited
Partnership is an upscale community of 312 homes in 13 three-
storey buildings.  The Company filed for Chapter 11 bankruptcy
protection on December 29, 2009 (Bankr. D. Ariz. Case No. 09-
33625).  Warren J. Stapleton, Esq., at Osborn Maledon, assists the
Debtor in its restructuring effort.  The Company estimated assets
and debts at $10 million to $50 million.


SW BOSTON HOTEL: Challenges Lender's Bid to Foreclose on Hotel
--------------------------------------------------------------
Dow Jones DBR Small Cap reports that the developer of the W Boston
Hotel & Residences is fighting back against an attempt by its
lender to foreclose on the property and denying allegations that
its reorganization prospects are grim.  SW Boston Hotel Venture
LLC is facing a bid by Prudential Insurance Company of America to
lift the automatic stay currently shielding the company from
attempts by creditors to seize assets.  Prudential Insurance
Company -- which loaned SW Boston $192.2 million for the
construction of the project and says it's still owed $162.4
million -- insists that it should be able to foreclose on the 235-
room hotel and 123 condo units, arguing that the developer
"fundamentally lacks the ability and the wherewithal to emerge
from Chapter 11."  "The debtor has demonstrated no ability to
mount a fresh sales campaign to rehabilitate its business or
otherwise reorganize nor does it have any prospects for such
reorganization on the horizon," Prudential said in papers filed
with the U.S. Bankruptcy Court in Boston.

                       About SW Boston Hotel

Boston, Massachusetts-based SW Boston Hotel Venture LLC is the
developer of the W Hotel.  SW Boston Hotel and four other
affiliates filed for Chapter 11 bankruptcy protection on April 28,
2010 (Bankr. D. Mass. Lead Case No. 10-14535).  Harold B. Murphy,
Esq., and Natalie B. Sawyer, Esq., at Hanify & King, P.C., assist
the Debtors in their restructuring effort as bankruptcy counsel.
Edwards Angell Palmer & Dodge LLP is the Debtors' special counsel.
SW Boston estimated its assets and debts at $100 million to $500
million.

131 Arlington Street Trust and other units filed for Chapter 11 on
June 4, 2010 (Bankr. D. Mass. Case No. 10-16177).  30-32 Oliver
Street Corporate and General Land Corporation also filed for
bankruptcy on June 4.  131 Arlington estimated $1 million to $10
million in assets and $100 million to $500 million in debts.


TACO DEL MAR: Can Use Secured Creditors' Cash Until November 6
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Taco Del Mar Franchising Corp. and Conrad & Barry
Investments, Inc., to use the cash collateral of Banner Bank and
Regge Egger, to fund the costs and expenses of its operations
until November 6, 2010, or on the occurrence of a termination
event.

TDM has a $450,000 debt outstanding to Banner Bank; and $100,000
secured debt outstanding to Regge Egger, secured, with an
additional of $50,000 unsecured debt.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the Secured Creditors security
interests and liens in and to: (a) all proceeds from the
disposition of all or any portion of the Prepetition Collateral,
(b) all of TDM's property in its estate of the same kind, type and
nature as the Prepetition Collateral that is acquired after the
Petition Date, and (c) all proceeds of the foregoing.  If and to
the extent the adequate protection of the interests of Secured
Creditors in the Prepetition Collateral granted to TDM proves
insufficient, Secured Creditors will be entitled to a claim in the
amount of any insufficiency.

The Postpetition Security Interests will be senior in rank,
priority and right of payment to all other liens on TDM's property
in its estate of the same kind, type and nature as the Prepetition
Collateral that is acquired after the Petition Date, and all
proceeds of the foregoing.

               About Taco Del Mar Franchising Corp.

Founded in Seattle, Washington, in 1992 by brothers James and John
Schmidt, Taco Del Mar is a quick-service casual restaurant chain
inspired by southern Baja, Mexico, and coastal beach shacks known
for serving some of the tastiest burritos and tacos.  Today, Taco
Del Mar operates in more than 225 locations throughout the U.S.,
Canada and Guam.

Taco Del Mar Franchising Corp. filed for Chapter 11 protection on
January 22, 2010 (Bankr. W.D. Wash. Case No. 10-10528).  Andrew J
Liese, Esq., and George S. Treperinas, Esq., at Karr Tuttle
Campbell, assists the Debtor in its restructuring effort.  The
Company estimated assets at $10 million to $50 million and
$50 million to $100 million in liabilities.

The Company's affiliate, Conrad & Barry Investments Inc., filed a
separate Chapter 11 petition.


TAPLETT ORCHARDS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Taplett Orchards, Inc
        P.O. Box 2188
        Wenatchee, WA 98807

Bankruptcy Case No.: 10-04696

Chapter 11 Petition Date: August 12, 2010

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

Judge: Patricia C. Williams

Debtor's Counsel: Paul H. Williams, Esq.
                  LAW OFFICE OF PAUL H. WILLIAMS
                  601 North First Street, Suite B
                  P.O. Box 123
                  Yakima, WA 98907
                  Tel: (509) 453-4799
                  Fax: (509) 575-3622
                  E-mail: phwatlaw@yahoo.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 largest unsecured creditors
together with its petition.

The petition was signed by R. Dean Taplett, president.


TOWER AUTOMOTIVE: S&P Retains 'B' Rating on $430 Mil. Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B' issue-level rating
and '3' recovery rating on Tower Automotive LLC's issuance of
$430 million in 10.625% senior secured notes due 2017 are
unchanged.  The final amount of the bonds issued and the actual
coupon are now known.

Net proceeds of this offering, along with cash on hand if needed,
will be used to repay the company's outstanding debt under its
first-lien term loan, not including its synthetic letter of
credit.  Net proceeds exceeding the amount needed to repay the
term loan in full will be used to invest in working capital or for
general corporate purposes.

The senior secured notes are collateralized by a first-lien on 65%
of the stock of Tower's international subsidiaries and
intercompany notes.  The noteholders also benefit from a second-
lien pledge of the asset-based loan revolving facility collateral
that includes domestic receivables, inventories, and plant and
equipment.  The ABL revolving facility benefits from a second lien
on the collateral securing the senior notes.

The ratings reflect what S&P considers to be Tower's highly
leveraged financial risk profile (including limited free cash flow
generation in 2010) and weak business risk profile (several major
competitors and prospects for volatile production levels).

                           Ratings List

                       Tower Automotive LLC

         Corporate credit rating             B/Positive/--

                         Ratings Affirmed

               Senior secured notes                B
                 Recovery rating                   3


TRENTON LAND: Has Until October 27 to Propose Chapter 11 Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
directed Trenton Land Holdings, LLC, to submit its proposed
Chapter 11 Plan and Disclosure Statement by October 27, 2010.

Trenton, Michigan-based Trenton Land Holdings, LLC, filed for
Chapter 11 bankruptcy protection on June 29, 2010 (Bankr. E.D.
Mich. Case No. 10-60990).  Karin F. Avery, Esq., at Silverman &
Morris, P.L.L.C., assists the Debtor in its restructuring effort.
The Company disclosed $16,726,075 in assets and $65,925,596 in
liabilities.


TRENTON LAND: Taps Silverman & Morris as Reorganization Counsel
---------------------------------------------------------------
The Hon. Thomas J. Tucker of the U.S. Bankruptcy Court for the
Eastern District of Michigan authorized Trenton Land Holdings,
LLC, to employ Silverman & Morris, P.L.L.C. as counsel under
general retainer.

Silverman & Morris is expected to represent the Debtor in the
Chapter 11 proceedings.

To the best of the Debtor's knowledge, Silverman & Morris is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                 About Trenton Land Holdings, LLC

Trenton, Michigan-based Trenton Land Holdings, LLC, filed for
Chapter 11 bankruptcy protection on June 29, 2010 (Bankr. E.D.
Mich. Case No. 10-60990).  In its schedules, the Company disclosed
$16,726,075 in assets and $65,925,596 in liabilities.


VISTEON CORP: Salaried Retirees Ask for Own Official Committee
--------------------------------------------------------------
Robert Dudon, Michael Jarema III, Miriam Rosario, William
Shillingford, Julio Soto, Dean Turner, Ronald Young and Thomas
Zurek, on behalf of themselves and all other similarly situated
salaried retirees of Visteon Corporation and its affiliated
debtor entities, ask U.S. Bankruptcy Judge Christopher Sontchi to:

  (a) authorize and instruct the U.S. Trustee for the District
      of Delaware to immediately appoint an Official Retiree
4      Committee;

  (b) order immediate reinstatement of all retiree benefits
      terminated outside of Section 1114 of the Bankruptcy Code;
      and

  (c) order the Debtors to cooperate in the determination of
      their allowed administrative expense claims.

The Salaried Retirees assert that its request is warranted to
ensure that the Debtors comply with a judgment handed by the
Third Circuit Court of Appeals on July 13, 2010, with respect to
the reinstatement of benefits for Visteon retirees.

As previously reported, in December 2009, the U.S. Bankruptcy
Court for the District of Delaware authorized the Debtors to
terminate retiree benefits pursuant to Section 363 of the
Bankruptcy Code.  The Bankruptcy Court's granting of the 363
Motion and the U.S. District Court for the District of Delaware's
affirmation of that decision were reversed by the July 13 Third
Circuit ruling.

In relevant part, the Third Circuit Judgment states that the
District Court will direct the Bankruptcy Court (i) to order the
Debtors to take whatever action is necessary to immediately
restore all terminated or modified benefits to their pre-
termination or modification levels, and (ii) to prohibit any
future termination of modification of the benefits except through
compliance with the procedures set forth under Section 1114.

Richard A. Barkasy, Esq., at Schnader Harrison Segal & Lewis LLP,
in Wilmington, Delaware, counsel to the Salaried Retirees,
relates that despite the clarity of the Third Circuit's Order,
the Debtors take the position that they are under no obligation
whatsoever to restore the Salaried Retirees' benefits.

Mr. Barkasy contends that the Debtors seem to believe that they
could ignore Section 1114 in the first instance and now use their
own failure to comply with Section 1114 as a sword against the
Salaries Retirees by insinuating a waiver because the Salaried
Retirees did not participate in the Section 363 hearings.

"To comply with the Third Circuit Opinion and Judgment, it is
necessary to form a Retiree Committee immediately so that the
Salaried Retirees can ensure restoration and protection of the
benefits they worked a lifetime to earn," Mr. Barkasy asserts.

                         *     *     *

             Court Denies Expedited Hearing Request

Judge Sontchi denied a request by the Salaried Retirees to
shorten the notice required to be provided with respect to the
Retiree Committee Appointment Motion.  The Court held that the
Salaried Retirees have not established sufficient cause to
justify an expedited hearing for the Motion.

The Debtors also opposed the setting of an expedited hearing for
the Retiree Committee Appointment Motion, asserting that the
Salaried Retirees cannot specify any exigency that requires the
appointment of a Retiree Committee.

In light of the Court's denial, the Salaried Retirees' Motion
will be heard on August 17, 2010, with objections due no later
than August 12.

                         Debtors React

The Debtors refute the Salaried Retirees' contention that the
Third Circuit's Opinion and Judgment requires them to reinstate
the Salaried Retirees' benefits.  The Debtors clarify that the
Third Circuit's Opinion and Judgment did not address or decide
the Salaried Retirees' rights to retirement benefits.

The Debtors remind Judge Sontchi that the Salaried Retirees did
not appeal the Bankruptcy Court's original order on the retiree
benefits dated December 22, 2009, which conclusively decided
those parties' claims regarding retiree benefits.

The Debtors maintain that the Salaried Retirees made a conscious
choice to forego an appeal and are thus not entitled to
reinstatement of OPEB benefits.

Against this backdrop, the Debtors ask Judge Sontchi to deny the
Salaried Retirees' request.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany.  It has facilities
in 27 countries and employs roughly 35,500 people.  The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
effort.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: UAW Demands Payment of Post-Employment Benefits
-------------------------------------------------------------
The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America asks U.S. Bankruptcy
Judge Christopher Sontchi to compel Visteon Corp. and its units:

  (a) to make "other post-employment benefits" payments
      retroactive to when those benefits were terminated on
      May 1, 2010; and

  (b) to continue making those payments in the future,

in accordance with the July 2010 ruling of the Third Circuit
Court of Appeals for the reinstatement of those benefits.

The UAW also seeks that the Debtors be directed to place funds in
reserve in an amount sufficient for them to make the OPEB
payments as required.

The UAW represents approximately 1,000 retirees who were employed
at the Debtors' North Penn plant in Lansdale, Pennsylvania, and
who were covered by the Visteon Systems LLC Health and Welfare
Benefit Plan for Hourly Employees - North Penn Location, which
provided for retiree health and life insurance.  The UAW also
represents about 120 retirees who were employed at the Debtors'
plant in Puerto Rico and about 8 nurses who work as salaried
employees for Visteon.

The UAW recounts that the Debtors filed a motion in June 2009,
seeking the termination of post-employment health care and life
insurance benefits for certain employees and retirees.  The UAW
reminds Judge Sontchi that along with other retiree constituent
groups, it objected to the Debtors' request because the Motion
was made pursuant to Section 363 of the Bankruptcy Code, rather
than pursuant to Section 1114(c) of the Bankruptcy Code.

The Bankruptcy Court granted the Benefits Termination Motion on
December 22, 2009, and permitted the Debtors to discontinue
retiree health and life insurance benefits, including those
provided to UAW retirees.

The Bankruptcy Court Order was appealed by the Industrial
Division of the Communications Workers of America, AFL-CIO, CLC.
The appeal, however, was denied by the U.S. District Court for
the District of Delaware on March 31, 2010.

THE IUE-CWA further appealed the District Court decision to the
Third Circuit Court of Appeals.

By decision dated July 13, 2010, the Third Circuit reversed the
District Court's order and held that Section 1114 was applicable
to the termination or modification of retiree OPEB, whether or
not those benefits were vested.  The Third Circuit's judgment
remanded the matter to the lower courts and directed the lower
courts to order the Debtors to take whatever action is necessary
to immediately restore all terminated or modified benefits to
their pre-termination/modification levels.  The Bankruptcy Court
was also directed to prohibit any future termination or
modification of the benefits except through compliance with the
procedures set forth in Section 1114.

The UAW asserts that the Debtors' failure to restore the OPEB
retroactive to May 1, 2010 is a violation of the Third Circuit
ruling.

                        Debtors Object

The Debtors ask Judge Sontchi to deny the UAW's request.  The
Debtors assert that the UAW forfeited its rights for entitlement
to the retiree benefits when it did not assert an appeal to the
original Bankruptcy Court Order on the Benefits Termination
Motion.

The Debtors also contend that the Third Circuit's Opinion and
Judgment did not address or decide on the UAW's rights to
retirement benefits.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany.  It has facilities
in 27 countries and employs roughly 35,500 people.  The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
effort.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: UAW Demands Reinstatement of Retiree Benefits
-----------------------------------------------------------
The International Union of Electronic, Electrical, Salaried,
Machine and Furniture Workers, Communications Workers of America,
AFL-CIO, CLC, asks U.S. Bankruptcy Judge Christopher Sontchi to
enter an order to immediately reinstate the terminated health and
life insurance benefits for Visteon retirees.

The IUE-CWA relates that it has filed an objection to the
confirmation of the Debtors' Revised Fourth Amended Joint Plan Of
Reorganization to the extent that the Plan allows the Debtors to
terminate health and life insurance benefits of IUE-CWA-
represented retirees.

The proposed Plan is in conflict with the judgment entered by the
Third Circuit Court of Appeal in July 2010 for the reinstatement
of health and retirement benefits of IUE-CWA-represented
retirees, Thomas M. Kennedy, Esq., at Kennedy, Jennik & Murray,
P.C., in New York, contends.

Representing the IUE-CWA, Mr. Kennedy notes that the Third
Circuit's judgment clearly compels the Debtors to reinstate
immediately the retiree health and life insurance benefits that
they unlawfully terminated on May 1, 2010.

The IUE-CWA tells Judge Sontchi that its attorney previously
wrote the Debtors' counsel right after the Third Circuit issued
its ruling, and demanded that the retiree health and life
insurance be immediately reinstated.  The Debtors' counsel
replied that the Debtors have began efforts "to establish a
program for re-enrolling Connersville and Bedford retirees in the
programs at issue," according to Mr. Kennedy.  However, the
Debtors' counsel also indicated that those efforts involve
significant lead time and a number of steps not within the
Debtors' counsel, Mr. Kennedy cites.

The IUE-CWA is concerned that the Debtors have stated that (i)
their health insurance providers could not effectuate a
reinstatement of coverage to IUE-CWA represented retirees for
three months, and (ii) as the Third Circuit noted, "no one
including those retirees who had elected COBRA coverage, would be
covered."

The IUE-CWA maintains that it is not prepared to have its
retirees spend any more days than absolutely necessary without
the desperately needed health and life insurance coverage.

Mr. Kennedy adds that given the legal requirement and the fact
that at least some of the Debtors' retirees did enroll in the
COBRA program, there already is an up-and-running insurance
program maintained the Debtors and thus there is no need for any
"lead time" for the re-commencement of retiree health and life
insurance coverage for IUE-CWA represented retirees.

                         Debtors Respond

The Debtors argue that the IUE-CWA's Benefits Reinstatement
Motion is premature and improper.

The Debtors relate that they filed a petition for panel rehearing
or rehearing en banc, which is pending in the Court of Appeals.
The Debtors assert that absent the Appellate Court's mandate, the
Bankruptcy Court lacks jurisdiction to hear or act on the IUE-
CWA's request.

Moreover, the Debtors contend that the IUE-CWA Motion is
unnecessary because they are already working with their third
party benefits administrator and health care providers to restore
benefits for IUE-CWA-represented Connersville and Bedford
retirees.

             Plan Does Not Conflict 3rd Cir. Ruling,
                    Says Creditors Committee

The Official Committee of Unsecured Creditors asserts that
proposed does not conflict with the Third Circuit's Judgment and
Opinion, and the IUE-CWA represented retirees cannot assert a
sustainable general unsecured claim on account of other post-
employment benefits.

The Creditors Committee thus objects to the request for
reinstatement of the retiree benefits to the extent that it seeks
to prohibit the reorganized Debtors from terminating OPEB after
their exit from Chapter 11.

The IUE-CWA misreads the Third Circuit Judgment, the Creditors'
Committee argues.  The Committee avers that neither the Third
Circuit Judgment nor the Bankruptcy Code prohibit the Debtors
from terminating OPEB upon confirmation of the Plan.

The Creditors Committee contends that the Debtors have not
modified or taken on any new OPEB obligations under Section 1114
of the Bankruptcy Code during their Chapter 11 cases.  Thus, the
Committee asserts, the Debtors are free to terminate OPEB upon
emergence from Chapter 11.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany.  It has facilities
in 27 countries and employs roughly 35,500 people.  The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
effort.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISUALANT INC: Posts $435,500 Net Loss in Q3 Ended June 30
----------------------------------------------------------
Visualant, Incorporated, filed its quarterly report on Form 10-Q,
reporting a net loss of $435,520 on $445,165 of revenue for the
three months ended June 30, 2010, compared with a net loss of
$103,561 on zero revenue for the three months ended June 30, 2009.

The Company's balance sheet as of June 30, 2010, showed
$3.9 million in total assets, $5.5 million in total liabilities,
and a stockholders' equity of $1.6 million.

"We anticipate that we will generate significant losses from
operations for the foreseeable future.  As of June 30, 2010, our
accumulated deficit was $8.5 million.  We have limited capital
resources, and operations to date have been funded with the
proceeds from private equity and debt financings.  These
conditions raise substantial doubt about our ability to continue
as a going concern."

A full-text copy of the Form 10-Q is available for free at:

               http://researcharchives.com/t/s?693b

Seattle, Wash.-based Visualant, Incorporated (OTC BB: VSUL)
Visualant, Inc., through its wholly-owned subsidiary, TransTech
Systems, Inc., provides security and authentication solutions to
security and law enforcement markets throughout the United States.


* Fitch: U.S. Bank TruPS CDO Defaults Pass 14% on July Spike
------------------------------------------------------------
Defaults on U.S. bank TruPS CDOs eclipsed the 14% mark on 11 new
bank defaults, according to the latest default and deferral index
results from Fitch Ratings.

Last month's new defaults totaled $129.5 million (affecting 16
CDOs).  Additionally, 22 banks began deferring interest payments
on roughly $302.5 million of collateral in 23 TruPS CDOs.

'All defaults that took place this past month were among
previously deferring banks,' said Director Johann Juan.  'The
escalated rate of defaults in July did stem bank deferrals
slightly.'

The 11 new bank defaults bring the total to 134 (affecting 82
CDOs).  The 357 banks now deferring are affecting interest
payments on $6.5 billion of collateral held by 83 TruPS CDOs.

Fitch's Bank Default and Deferral Index tracks defaults and
deferrals by banks and bank holding companies within Fitch's rated
universe of 85 bank TruPS CDOs (encompassing approximately $37.7
billion of bank collateral originated).  The index includes all
types of securities issued by banks and bank holding companies
such as TruPS and senior and subordinated debt. Fitch publishes
the Index results monthly.


* S&P's 'Weakest Links' Drop 52%, Fall for 6th Straight Month
-------------------------------------------------------------
According to Bloomberg News, Standard & Poor's said the number of
companies in danger of defaulting on their debt fell for the sixth
straight month.

The "weakest links", issuers rated B- and lower held on negative
watch or with a negative outlook status, fell 52 percent from a
year earlier to 133, S&P wrote in a report on Aug. 13.  That is
eight fewer than in July, S&P said.  The companies vulnerable to a
downgrade have rated debt valued at $146 billion, S&P said.

The U.S. has the highest number of weakest links, with 93 issuers
in the category, according to S&P.  Media and entertainment
companies, as well as oil and gas and financial institutions are
the dominant sectors.  The New York-based ratings company's B-
grade is six steps below investment grade.

The 12-month trailing global corporate-default rate also continued
to decline, falling for the eighth straight month to 4.51% from
5.05% in June, according to S&P.


* Shepherd Smith Investigates Claims for Purchasers of Junk Bonds
-----------------------------------------------------------------
The Securities Law Firm of Shepherd Smith Edwards & Kantas LLP, is
currently investigating claims on behalf of investors in risky
high yield, or "junk bonds," and/or high yield bond funds.

U.S. companies have been issuing risky "junk" bonds at record
rates recently, taking advantage declining interest rates and the
consumers' desire for a better yield.  A variety of Corporate
borrowers, many with non-investment-grade ratings, have been
participating in these new issues.

Its not unusual, subsequent to an economic slowdown, that
companies are avail themselves of these lower borrowing rates.
However, many companies are using the proceeds of the junk-bond
IPOs to refinance existing, more expensive debt.  Many of the
issuers have taken on large amounts of debt over the past few
years.  The problem is many companies are simply delaying the
inevitable.  Bankruptcy!

Potential pitfalls for investors also include interest rate risk.
When rates inevitably spike, the prices for these bonds will fall.
That would be a problem for investors that are particularly
sensitive to principal fluctuations.  The same principals hold
true for high yield, or "junk", bond funds.

Obviously, income investors appreciate higher yields, but only if
it is within their investment parameters, which generally for
income investors are relative liquidity and capital preservation.
Though these investments are often marketed as having some risk
exposure, the problem is that investors are sometime not fully
aware of the degree of risk, especially if there are concentration
issues in these types of bonds.  If you believe high yield bonds
and/or bond funds were misrepresented to you; or you believe your
account is over-concentrated in these investments, we would like
to hear from you..

Shepherd Smith Edwards & Kantas LLP has a team of attorneys,
consultants and staff with more than 100 years of combined
experience in the securities industry and in securities law.
Since 1990, we have represented thousands of investors nationwide
to recover losses.   The firm have represented clients in Federal
and state courts and in arbitration through the Financial Industry
Regulatory Authority (FINRA), the New York Stock Exchange Inc.
(NYSE), the American Arbitration Association (AAA) and in private
arbitration actions. Collectively, we have represented over 1,000
investors over the last 18 years in negotiation, mediation,
arbitration and litigation.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Stonegate East Plano Partners, L.P.
   Bankr. E.D. Texas Case No. 10-42598
      Chapter 11 Petition Filed August 2, 2010
         See http://bankrupt.com/misc/txeb10-42598.pdf

In Re Inga Miller
   Bankr. D. Ariz. Case No. 10-24542
     Chapter 11 Petition Filed August 4, 2010
         Filed As Pro Se

In Re Michael T. Tabrizi
   Bankr. C.D. Calif. Case No. 10-20847
      Chapter 11 Petition Filed August 4, 2010
         See http://bankrupt.com/misc/cacb10-20847.pdf

In Re Sterling Real Estate Partners II, LLC
   Bankr. N.D. Calif. Case No. 10-58063
     Chapter 11 Petition Filed August 4, 2010
         Filed As Pro Se

In Re McHenry's Pubs, LLC
        dba McHenry's Pub of Flagler
   Bankr. M.D. Fla. Case No. 10-06798
      Chapter 11 Petition Filed August 4, 2010
         See http://bankrupt.com/misc/flmb10-06798.pdf

In Re Yerington Golf & Country Club LLC
   Bankr. D. Nev. Case No. 10-24790
      Chapter 11 Petition Filed August 4, 2010
         See http://bankrupt.com/misc/nvb10-24790.pdf

In Re Ladder 3 Corp.
   Bankr. E.D. N.Y. Case No. 10-47430
      Chapter 11 Petition Filed August 4, 2010
         See http://bankrupt.com/misc/nyeb10-47430.pdf

In Re Stitches Galore, LLC
        dba The Blue Monkey
   Bankr. S.D. Ohio Case No. 10-35064
      Chapter 11 Petition Filed August 4, 2010
         See http://bankrupt.com/misc/ohsb10-35064.pdf

In Re Nelson's Cafe, #1, Inc.
   Bankr. E.D. Okla. Case No. 10-81401
      Chapter 11 Petition Filed August 4, 2010
         See http://bankrupt.com/misc/okeb10-81401.pdf

In Re Robert J. Irey
   Bankr. W.D. Pa. Case No. 10-25596
      Chapter 11 Petition Filed August 4, 2010
         See http://bankrupt.com/misc/pawb10-25596.pdf

In Re Lawrence C. Don
   Bankr. E.D. Texas Case No. 10-42622
     Chapter 11 Petition Filed August 4, 2010
         Filed As Pro Se

In Re The Pagosa Corporation
   Bankr. N.D. Texas Case No. 10-20535
      Chapter 11 Petition Filed August 4, 2010
         See http://bankrupt.com/misc/txnb10-20535.pdf

In Re Dwight Alexander
   Bankr. E.D. Ark. Case No. 10-15685
     Chapter 11 Petition Filed August 5, 2010
         Filed As Pro Se

In Re Nancy Jean Wandlass
        aka Nancy Wandlass + Assoc.
        aka Pacific Heights Gallery Inc.
        dba Pacific Heights Gallery
   Bankr. N.D. Calif. Case No. 10-33009
     Chapter 11 Petition Filed August 5, 2010
         Filed As Pro Se

In Re Fayad Enterprises Inc.
   Bankr. S.D. Fla. Case No. 10-32991
     Chapter 11 Petition Filed August 5, 2010
         Filed As Pro Se

In Re Linda M. Hollett
        dba 601 Ordnance Road
   Bankr. S.D. Iowa Case No. 10-03941
      Chapter 11 Petition Filed August 5, 2010
         See http://bankrupt.com/misc/iasb10-03941.pdf

In Re Moreno Straccialini
      Keunmi Straccialini
   Bankr. D. Md. Case No. 10-27766
      Chapter 11 Petition Filed August 5, 2010
         See http://bankrupt.com/misc/mdb10-27766.pdf

In Re 1111 Willoughby Ave Realty Corp.
   Bankr. E.D. N.Y. Case No. 10-47457
      Chapter 11 Petition Filed August 5, 2010
         Filed As Pro Se

In Re Jet-One Jets Inc.
   Bankr. E.D. N.Y. Case No. 10-76126
     Chapter 11 Petition Filed August 5, 2010
         Filed As Pro Se

In Re Louie Selamaj
   Bankr. E.D. N.Y. Case No. 10-47471
      Chapter 11 Petition Filed August 5, 2010
         See http://bankrupt.com/misc/nyeb10-47471.pdf

In Re Queens Village Day School
   Bankr. E.D. N.Y. Case No. 10-47452
      Chapter 11 Petition Filed August 5, 2010
         See http://bankrupt.com/misc/nyeb10-47452.pdf

In Re Aluminum Extrusion Technologies, LLC
   Bankr. N.D. Ohio Case No. 10-42975
      Chapter 11 Petition Filed August 5, 2010
         See http://bankrupt.com/misc/ohnb10-42975.pdf

In Re Mecca Development Co., LLC
   Bankr. S.D. Ohio Case No. 10-59426
      Chapter 11 Petition Filed August 5, 2010
         See http://bankrupt.com/misc/ohsb10-59426.pdf

In Re Thomas Joseph Kibler
      Susan Yvonne Kibler
   Bankr. D. Ariz. Case No. 10-24835
      Chapter 11 Petition Filed August 6, 2010
         See http://bankrupt.com/misc/azb10-24835.pdf

In Re Markate, Inc.
        dba American Solar Energy
        fka American Solar Energy, Inc.
   Bankr. M.D. Fla. Case No. 10-06874
      Chapter 11 Petition Filed August 6, 2010
         See http://bankrupt.com/misc/flmb10-06874.pdf

In Re Branscum Produce, LLC
   Bankr. W.D. Ky. Case No. 10-11226
      Chapter 11 Petition Filed August 6, 2010
         See http://bankrupt.com/misc/kywb10-11226.pdf

In Re Kentuckiana Reporters, LLC
   Bankr. W.D. Ky. Case No. 10-34168
      Chapter 11 Petition Filed August 6, 2010
         See http://bankrupt.com/misc/kywb10-34168.pdf

In Re Nemes Way Owners, LLC
   Bankr. S.D. N.Y. Case No. 10-37374
      Chapter 11 Petition Filed August 6, 2010
         See http://bankrupt.com/misc/nysb10-37374.pdf

In Re DP Community Services, Inc.
   Bankr. M.D. N.C. Case No. 10-81398
      Chapter 11 Petition Filed August 6, 2010
         See http://bankrupt.com/misc/ncmb10-81398.pdf

In Re Mogadore Mercurial FLP
   Bankr. N.D. Ohio Case No. 10-53765
      Chapter 11 Petition Filed August 6, 2010
         See http://bankrupt.com/misc/ohnb10-53765.pdf

In Re Paul Nong
   Bankr. E.D. Pa. Case No. 10-16627
     Chapter 11 Petition Filed August 6, 2010
         Filed As Pro Se

In Re Glenn B. Davis
        dba Laurel Highlands Patient Education/Pain Care
      Maxine G. Davis
   Bankr. W.D. Pa. Case No. 10-70936
      Chapter 11 Petition Filed August 6, 2010
         See http://bankrupt.com/misc/pawb10-70936.pdf

In Re Smart Choice Fitness LLC
        dba Fitness Evolution
   Bankr. S.D. Texas Case No. 10-36765
      Chapter 11 Petition filed August 6, 2010
         Filed As Pro Se

In Re J & C Safar Enterprises, Inc.
   Bankr. C.D. Calif. Case No. 10-43040
      Chapter 11 Petition Filed August 7, 2010
         See http://bankrupt.com/misc/cacb10-43040.pdf

In Re Gregory Carl Gooslin
   Bankr. D. Ariz. Case No. 10-25018
      Chapter 11 Petition filed August 9, 2010
         Filed As Pro Se

In Re Impact Films, Inc.
   Bankr. C.D. Calif. Case No. 10-35049
      Chapter 11 Petition Filed August 9, 2010
         See http://bankrupt.com/misc/cacb10-35049.pdf

In Re Omni Crown Trucking, Inc.
   Bankr. C.D. Calif. Case No. 10-43153
      Chapter 11 Petition filed August 9, 2010
         Filed As Pro Se

In Re Trademark Roofing & Sheet Metal, Inc.
   Bankr. S.D. Ind. Case No. 10-11958
      Chapter 11 Petition Filed August 9, 2010
         See http://bankrupt.com/misc/insb10-11958p.pdf
         See http://bankrupt.com/misc/insb10-11958c.pdf

In Re Welfare Cossack D.P.'s Association, Inc.
   Bankr. D. N.J. Case No. 10-34392
      Chapter 11 Petition Filed August 9, 2010
         See h http://bankrupt.com/misc/njb10-34392.pdf

In Re Michael E. Recca
   Bankr. S.D. N.Y. Case No. 10-23644
      Chapter 11 Petition filed August 9, 2010
         Filed As Pro Se

In Re Undisputed Corp.
   Bankr. S.D. N.Y. Case No. 10-14294
      Chapter 11 Petition Filed August 9, 2010
         See http://bankrupt.com/misc/nysb10-14294.pdf

In Re Ironhorse Trailers, Inc.
   Bankr. E.D. Tenn. Case No. 10-14607
      Chapter 11 Petition Filed August 9, 2010
         See http://bankrupt.com/misc/tneb10-14607p.pdf
         See http://bankrupt.com/misc/tneb10-14607c.pdf

In Re John C. Smith
   Bankr. M.D. Tenn. Case No. 10-08385
      Chapter 11 Petition Filed August 9, 2010
         See http://bankrupt.com/misc/tnmb10-08385.pdf

In Re Q Tech, LLC
   Bankr. M.D. Tenn. Case No. 10-08388
      Chapter 11 Petition Filed August 9, 2010
         See http://bankrupt.com/misc/tnmb10-08388.pdf

In Re John J. Madsen
        aka Jorgen Madsen
   Bankr. W.D. Texas Case No. 10-12239
      Chapter 11 Petition Filed August 9, 2010
         Filed As Pro Se

In Re Michael J. Coker
   Bankr. W.D. Texas Case No. 10-12240
      Chapter 11 Petition filed August 9, 2010
         Filed As Pro Se

In Re Nidevan Mgt. LLC
   Bankr. W.D. Texas Case No. 10-53053
      Chapter 11 Petition Filed August 9, 2010
         See http://bankrupt.com/misc/txwb10-53053.pdf

In Re Robert J. B. Lattimar
        aka Bob Lattimar
   Bankr. W.D. Wash. Case No. 10-46523
      Chapter 11 Petition filed August 9, 2010
         Filed As Pro Se

In Re La Creperie, Inc.
   Bankr. D. Colo. Case No. 10-30225
      Chapter 11 Petition Filed August 10, 2010
         See http://bankrupt.com/misc/cob10-30225.pdf

In Re Dell5 Hospitality, Inc.
        aka Dells Hospitality, Inc.
   Bankr. N.D. Ill. Case No. 10-35648
      Chapter 11 Petition filed August 10, 2010
         Filed As Pro Se

In Re Antonio Mendoza David
      Teresita David
   Bankr. D. Nev. Case No. 10-25037
      Chapter 11 Petition Filed August 10, 2010
         See http://bankrupt.com/misc/nvb10-25037.pdf

In Re Eliza Carmen Ramos Ventura
   Bankr. D. Nev. Case No. 10-25011
      Chapter 11 Petition Filed August 10, 2010
         See http://bankrupt.com/misc/nvb10-25011.pdf

In Re Diamond Horse Developers, Inc.
   Bankr. S.D. N.Y. Case No. 10-37399
      Chapter 11 Petition Filed August 10, 2010
         See http://bankrupt.com/misc/nysb10-37399.pdf

In Re Shamrock Hotel Inc.
   Bankr. S.D. N.Y. Case No. 10-23647
      Chapter 11 Petition filed August 10, 2010
         Filed As Pro Se

In Re Stillwater Grille LLC
   Bankr. W.D. N.Y. Case No. 10-13493
      Chapter 11 Petition Filed August 10, 2010
         See http://bankrupt.com/misc/nywb10-13493.pdf

In Re Verbena Grille LLC
   Bankr. W.D. N.Y. Case No. 10-13494
      Chapter 11 Petition Filed August 10, 2010
         See http://bankrupt.com/misc/nywb10-13494.pdf

In Re Quakertown Moose Lodge #1622
        dba Quakertown Moose Lodge, Loyal Order of the Moose
#1622,
            L.O.O. Moose
   Bankr. E.D. Pa. Case No. 10-16715
      Chapter 11 Petition Filed August 10, 2010
         See http://bankrupt.com/misc/paeb10-16715.pdf

In Re James C. McElhinny
        aka James C. McElhinny Concrete Finishing
   Bankr. W.D. Pa. Case No. 10-25713
      Chapter 11 Petition Filed August 10, 2010
         See http://bankrupt.com/misc/pawb10-25713.pdf

In Re Shoreline Partners, Ltd
        dba Shoreline Grill
   Bankr. W.D. Texas Case No. 10-12251
      Chapter 11 Petition Filed August 10, 2010
         See http://bankrupt.com/misc/txwb10-12251.pdf

In Re Las Palmas Cafe, L.L.C.
   Bankr. E.D. Va. Case No. 10-35533
      Chapter 11 Petition Filed August 10, 2010
         See http://bankrupt.com/misc/vaeb10-35533.pdf

In Re RWR Property Management, Inc.
   Bankr. D. Ariz. Case No. 10-25378
      Chapter 11 Petition Filed August 11, 2010
         See http://bankrupt.com/misc/azb10-25378.pdf

In Re Richard Purcell, MD, LLC
        dba Adult Medicine & Wellness Center
   Bankr. W.D. Mo. Case No. 10-61950
      Chapter 11 Petition Filed August 11, 2010
         See http://bankrupt.com/misc/mowb10-61950.pdf

In Re Galaxy Charters, LLC
   Bankr. N.D. Okla. Case No. 10-12744
      Chapter 11 Petition Filed August 11, 2010
         See http://bankrupt.com/misc/oknb10-12744.pdf

In Re SG Holdings LLC
   Bankr. M.D. Pa. Case No. 10-06523
      Chapter 11 Petition Filed August 11, 2010
         See http://bankrupt.com/misc/pamb10-06523.pdf

In Re Pelmopax, L.L.C.
   Bankr. E.D. Va. Case No. 10-73763
      Chapter 11 Petition Filed August 11, 2010
         See http://bankrupt.com/misc/vaeb10-73763.pdf

In Re Frank P. Amadon
   Bankr. W.D. Wash. Case No. 10-46593
      Chapter 11 Petition Filed August 11, 2010
         See http://bankrupt.com/misc/wawb10-46593.pdf

In Re Marc A. Reising
      Karen A. Reising
   Bankr. W.D. Wis. Case No. 10-16079
      Chapter 11 Petition Filed August 11, 2010
         See http://bankrupt.com/misc/wiwb10-16079.pdf

In Re Gulf Construction & Supply, LLC
   Bankr. M.D. Ala. Case No. 10-11540
      Chapter 11 Petition Filed August 12, 2010
         See http://bankrupt.com/misc/almb10-11540.pdf

In Re Dynamic Performance Coatings, Inc.
   Bankr. M.D. Fla. Case No. 10-07009
      Chapter 11 Petition Filed August 12, 2010
         See http://bankrupt.com/misc/flmb10-07009.pdf

In Re Maximum Life Christian Church, Inc.
   Bankr. M.D. Fla. Case No. 10-07022
      Chapter 11 Petition Filed August 12, 2010
         See http://bankrupt.com/misc/flmb10-07022.pdf

In Re Woodstock Quality Paint & Body, Inc.
   Bankr. N.D. Ga. Case No. 10-83544
      Chapter 11 Petition Filed August 12, 2010
         See http://bankrupt.com/misc/ganb10-83544.pdf

In Re Beacon Pointe Pharmacy, Inc.
   Bankr. E.D. Mich. Case No. 10-65532
      Chapter 11 Petition Filed August 12, 2010
         See http://bankrupt.com/misc/mieb10-65532p.pdf
         See http://bankrupt.com/misc/mieb10-65532c.pdf

In Re Eagle Graphic Systems, Inc.
        dba Signs Now Of Las Vegas
   Bankr. D. Nev. Case No. 10-25242
      Chapter 11 Petition Filed August 12, 2010
         See http://bankrupt.com/misc/nvb10-25242.pdf

In Re Daniel W. Goff
   Bankr. D. Ore. Case No. 10-64917
      Chapter 11 Petition filed August 12, 2010
         Filed As Pro Se

In Re Fitness Solutions, LLC
   Bankr. E.D. Pa. Case No. 10-16768
      Chapter 11 Petition Filed August 12, 2010
         See http://bankrupt.com/misc/paeb10-16768.pdf

In Re World Tile, Inc.
   Bankr. D. Puerto Rico Case No. 10-07337
      Chapter 11 Petition Filed August 12, 2010
         See http://bankrupt.com/misc/prb10-07337.pdf

In Re Northamerican Energy Group Inc.
   Bankr. S.D. Texas Case No. 10-36872
      Chapter 11 Petition Filed August 12, 2010
         See http://bankrupt.com/misc/txsb10-36872.pdf

In Re Aster Lane, L.L.C.
   Bankr. D. Utah Case No. 10-30943
      Chapter 11 Petition filed August 12, 2010
         Filed As Pro Se

In Re Nato Investment Group, Inc.
   Bankr. E.D. Calif. Case No. 10-41505
      Chapter 11 Petition filed August 13, 2010
         Filed As Pro Se

In Re Ken Elias Yako
        dba Corner Liquor and Food Store
      Ban Sami Yako
        dba Corner Liquor and Food Store
   Bankr. S.D. Calif. Case No. 10-14368
      Chapter 11 Petition filed August 13, 2010
         Filed As Pro Se

In Re Quarterdeck South Beach LLC
   Bankr. S.D. Fla. Case No. 10-33924
      Chapter 11 Petition Filed August 13, 2010
         See http://bankrupt.com/misc/flsb10-33924p.pdf
         See http://bankrupt.com/misc/flsb10-33924c.pdf

In Re XCELLENT Masonry, Inc.
   Bankr. N.D. Ill. Case No. 10-36308
      Chapter 11 Petition Filed August 13, 2010
         See http://bankrupt.com/misc/ilnb10-36308.pdf

In Re Raymond M. Rojas
      Celeste Martinez
   Bankr. D. Mass. Case No. 10-18826
      Chapter 11 Petition Filed August 13, 2010
         See http://bankrupt.com/misc/mab10-18826.pdf

In Re John H. Colbert
   Bankr. E.D. Mich. Case No. 10-65635
      Chapter 11 Petition Filed August 13, 2010
         See http://bankrupt.com/misc/mieb10-65635p.pdf
         See http://bankrupt.com/misc/mieb10-65635c.pdf

In Re Gaming Entertainment, Inc.
   Bankr. D. Nev. Case No. 10-25306
      Chapter 11 Petition Filed August 13, 2010
         See http://bankrupt.com/misc/nvb10-25306.pdf

In Re Star Pizazz, Inc.
        dba Allaire Chem-Dry
   Bankr. D. N.J. Case No. 10-34852
      Chapter 11 Petition Filed August 13, 2010
         See http://bankrupt.com/misc/njb10-34852.pdf

In Re ADA Inflight Catering Corp.
   Bankr. E.D. N.Y. Case No. 10-76387
      Chapter 11 Petition Filed August 13, 2010
         See http://bankrupt.com/misc/nyeb10-76387.pdf

In Re Arbor Mountain Builders, LLC
   Bankr. W.D. N.C. Case No. 10-10964
      Chapter 11 Petition Filed August 13, 2010
         See http://bankrupt.com/misc/ncwb10-10964.pdf

In Re Benders Pitt Stop, Inc.
   Bankr. W.D. Pa. Case No. 10-25813
      Chapter 11 Petition Filed August 13, 2010
         See http://bankrupt.com/misc/pawb10-25813.pdf

In Re Ricochet Xpress, Inc.
   Bankr. W.D. Pa. Case No. 10-11462
      Chapter 11 Petition Filed August 13, 2010
         See http://bankrupt.com/misc/pawb10-11462.pdf

In Re Armando Ochoa Villavisanis
        aka Ochoa Agro
      Evangeline Marie Sandin Gregory
   Bankr. D. Puerto Rico Case No. 10-07399
      Chapter 11 Petition Filed August 15, 2010
         See http://bankrupt.com/misc/prb10-07399.pdf

In Re Harry Burkhalter
   Bankr. W.D. Wis. Case No. 10-16135
      Chapter 11 Petition Filed August 13, 2010
         See http://bankrupt.com/misc/wiwb10-16135.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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.


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