TCR_Public/100824.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, August 24, 2010, Vol. 14, No. 234

                            Headlines


28TH LEGIS: Case Summary & 7 Largest Unsecured Creditors
ADAM GROSSMAN: Case Summary & 15 Largest Unsecured Creditors
AE BIOFUELS: Delays Filing of Form 10-Q for June 30 Quarter
AEGIS MORTGAGE: Judge OKs Disclosure Statement, Asset Sale
AFFINITY GROUP: Grace Period for Missed Payment Ends Mid-September

ALL AMERICA: Delays Filing of Form 10-Q for June 30 Quarter
ALMATIS BV: Lease Decision Period Extended Until November 26
ALMATIS BV: Exclusive Solicitation Period Extended Until Jan. 25
ALON USA: S&P Downgrades Corporate Credit Rating to 'B'
AMCORE FINANCIAL: Files for Chapter 11 Protection

AMCORE FINANCIAL: Case Summary & 15 Largest Unsecured Creditors
AMERICAN APPAREL: Spokesman Dispels Bankruptcy Rumors
AMERICAN INT'L: ILFC Unit Repays $3.9-Bil. Government Loan
AMERICAN TONERSERV: Posts $1 Million Net Loss in Q2 Ended June 30
ANNALY BAY: Reorganization Case Dismissed for Bad Faith Filing

ATLANTIC BANCGROUP: Earns $282,000 in Q2 Ended June 30
BANK OF AMERICA: Fitch Upgrades Individual Rating to C From C/D
BISCAYNE BAY: Guarantors Can't Pursue Corus Bank Counterclaims
BLOCKBUSTER INC: Douglas McHose Resigns as Senior Vice President
BOCA BRIDGE: Involuntary Chapter 11 Case Summary

BOSTON GENERATING: EBG to Pay $51 Million to Distrigas
CAPITAL POWER: S&P Cuts Global Scale Issue-Level Rating to BB+
CAPITOL CITY BANCSHARES: Posts $505,400 Net Loss in Q2 2010
CAPRIUS INC: Posts $391,900 Net Loss in June 30 Quarter
CARIBBEAN PETROLEUM: Proposes December 13 Auction for All Assets

CARIBBEAN PETROLEUM: Puerto Rico Gov't Seeks Venue Transfer
CARIBBEAN PETROLEUM: Gets Interim Nod for $10MM DIP Financing
CDDM CORPORATION: Case Summary & 20 Largest Unsecured Creditors
CELL THERAPEUTICS: Expects to Submit MAA in Second Half of 2010
CIRTRAN CORP: Delays Filing of Form 10-Q for June 30 Quarter

CITY CAPITAL: Delays Filing of Form 10-Q for June 30 Quarter
COLTS RUN: Hearing on PNC Plea for Ch11 Trustee Moved to Sept. 14
COLTS RUN: Files Full-Payment Reorganization Plan
COMPLIANCE SYSTEMS: Busy With Acquisition, Delays Form 10-Q
CONSPIRACY ENTERTAINMENT: Delays Form 10-Q for June 30 Quarter

CRYOPORT INC: Form 10-Q Not Filed After Stock Placement Delayed
CYTOMEDIX INC: Widens Net Loss to $1.8MM in 2nd Qtr. 2010
DELPHI CORP: Court Allows Retirees' Filing of Complaint
DELPHI CORP: Wiegel Tool Asks for Wants Relief From Plan Order
DENNY HECKER: May Be Evicted From Medina Home Under Accord

EDUCATION MANAGEMENT: S&P Affirms 'BB-' Corporate Credit Rating
EXTENDED STAY: Court Rejects $7.63MM Reimbursement for Starwood
EXTENDED STAY: Proposes ESA Canada as Foreign Representative
EXTENDED STAY: Wants Plan Filing Exclusivity Until Dec. 15
ECHO THERAPEUTICS: Incurs $535,600 Net Loss in Q2 Ended June 30

ECLIPS MEDIA: Posts $3.1 Million Net Loss in Q2 Ended June 30
ELEPHANT TALK: Posts $14.4MM Net Loss in Q2 Ended June 30
FORBES MEDI-TECH: Posts C$917,700 Net Loss in Q2 Ended June 30
FREDERICK BERG: Judge to Appoint Independent Trustee
FUSION TELECOMMUNICATIONS: Posts $1.6 Million Net Loss in Q2 2010

GARLOCK SEALING: W.R. Grace Judge Takes Notice of Garlock Cases
GENERAL DATACOMM: Scarce Funding Spurs Going Concern Doubt
GENERAL GROWTH: Amends Plan for Potential Blackstone Participation
GENERAL GROWTH: SEC Launches Probe on Possible Insider Trading
GENERAL GROWTH: Units File 3rd Post-Confirmation Status Report

GLEBE INC: Committee Taps Magee Goldstein as Bankruptcy Counsel
GLEBE INC: U.S. Trustee Forms Five-Member Creditors Committee
GOLDEN EAGLE: Delays Form 10-Q Due to Auditor Change
GOODYEAR TIRE: S&P Affirms 'B+' Rating on Senior Unsecured Notes
HAYES LEMMERZ: Reorganization Plan for Howell Declared Effective

HYUN UM: Case Summary & 13 Largest Unsecured Creditors
IMPERIAL CAPITAL: FDIC Opposes Plan Exclusivity Extension
INTEGRATED HEALTHCARE: Posts $1.9MM Net Loss in June 30 Quarter
INTERLINE BRANDS: Moody's Affirms 'B1' Corporate Family Rating
INTERNATIONAL FUEL: Posts $468,000 Net Loss in Q2 Ended June 30

INFOLOGIX INC: June 30 Balance Sheet Upside-Down by $2.9 Million
INNKEEPERS USA: Best Western Wants Decision on Membership Pact
INNKEEPERS USA: Wins Nod for Moelis as Investment Banker
INNKEEPERS USA: Wins OK to Hire Kirkland & Ellis as Counsel
INNKEEPERS USA: Wins OK to Tap AP Services as Crisis Managers

INT'L LEASE FINANCE: Repays $3.9-Bil. Government Loan
JAMES JACKSON, JR.: Case Summary & 15 Largest Unsecured Creditors
JESUS ORTIZ: Voluntary Chapter 11 Case Summary
JOHN BROWNING: Case Summary & 20 Largest Unsecured Creditors
JOHN DAVIS: Case Summary & 20 Largest Unsecured Creditors

JTS CORP: 9th Cir. Says Director Was Good Faith Purchaser
LANDRY'S RESTAURANTS: S&P Retains CreditWatch Negative on B Rating
LAS VEGAS MONORAIL: Unsecureds to Recover Up to 80% of Claims
LAS VEGAS SANDS: Moody's Raises Corporate Family Rating to 'B2'
LEEWARD SUBDIVISION: Case Summary & 12 Largest Unsecured Creditors

LEHMAN BROTHERS: BofA Files Lawsuit to Determine Assets Ownership
LEHMAN BROTHERS: Court OKs Termination of Comvest Engagement
LEHMAN BROTHERS: Proposes Sonnenschein as Real Estate Counsel
LEHMAN BROTHERS: Wins Nod for Momo-O as Japanese Counsel
LEHMAN BROTHERS: Wins Nod for Paul Hastings as Asset Mgt. Counsel

LEHMAN BROTHERS: Judge Wants Witnesses to Appear in Person
METRO-GOLDWYN-MAYER: Spyglass Presents Plan to Debt Holders
MAX & ERMA'S: To Sell Assets to Blue Ribbon for $28 Million
MCJUNKIN RED: S&P Downgrades Corporate Credit Rating to 'B'
MEXICANA AIRLINES: 6 Investor Groups Interested in Buying Airline

MEXICANA AIRLINES: Obtains Preliminary Injunction Order in U.S.
MEXICANA AIRLINES: Suspends Some Services, To Return Planes
MIDWEST BANC: Files for Chapter 11 Protection
MOVIE GALLERY: Great American Auctions Office Equipment
MOVIE GALLERY: Proposes Leach Travell as Insurance Counsel

NATION ENERGY: Files 10-K for FY 2007; Going Concern Doubt Raised
NEFF CORP: Selects Wayzata to Sponsor Plan of Reorganization
NEOMEDIA TECHNOLOGIES: Earns $9.5 Million in Q2 Ended June 30
NOVADEL PHARMA: Posts $1.1 Million Net Loss in Q2 Ended June 30
OMNICRAFT WOODWORKING: Case Summary & 20 Largest Unsec Creditors

ORLEANS HOMEBUILDERS: Wants to Surrender Life Insurance Policies
PETER LAHNER: Case Summary & 14 Largest Unsecured Creditors
PHILADELPHIA NEWSPAPERS: Pension Funds Agree to $1.5MM Settlement
POWER EFFICIENCY: Posts $1.4 Million Net Loss in Q2 Ended June 30
PURADYN FILTER: Posts $436,200 Net Loss in Q2 Ended June 30

RANCHER ENERGY: Vander Ploeg Owns 5.9% of Common Stock
REMOTEMDX INC: Posts $2.05MM Net Loss in June 30 Quarter
RIDDHI SIDDHI: Case Summary & 5 Largest Unsecured Creditors
ROTHSTEIN ROSENFELDT: Chapter 11 Trustee Probes Fla. Steakhouse
ROYAL HOSPITALITY: Case Summary & 19 Largest Unsecured Creditors

RUSSEL METALS: Moody's Raises Rating on Senior Notes to 'Ba1'
SAINT VINCENTS: CRO Blocks Plan to Open Urgent-Care Clinic
SARATOGA RESOURCES: Posts $8.4 Million Net Loss in Q2 2010
SBBA 2005: Voluntary Chapter 11 Case Summary
SCHOLASTIC CORP: Credit Facility Change Won't Move Moody's Rating

SEA ISLAND: Court Fixes December 14 as Claims Bar Date
SEA ISLAND: Files Sale-Based Reorganization Plan
SEA ISLAND: Taps Epiq as Claims, Noticing & Balloting Agent
SEA ISLAND: Wants Oct. 11 Auction of Substantially All of Assets
SECUREALERT INC: Files 10-Q; Posts $2.1MM Net Loss in FY 2010 Q3

SHIVAM, LLC: Case Summary & 6 Largest Unsecured Creditors
SHUKAN, INC.: Case Summary & 9 Largest Unsecured Creditors
SIERRA VIEW: Case Summary & 3 Largest Unsecured Creditors
SMART & FINAL: S&P Affirms 'B-' Corporate Credit Rating
SPENCER CREEK: Case Summary & 2 Largest Unsecured Creditors

STERLING FINANCIAL: Fitch Puts 'C' Rating on Positive Watch
SUNSHINE ENERGY: Dismissal Plea Filed by Former Owner Denied
THOMAS PRICE: Case Summary & 13 Largest Unsecured Creditors
THORNBURG MORTGAGE: Former Executives Win Access to D&O Benefits
TITAN ENERGY: Posts $616,000 Net Loss in Q2 Ended June 30

TRIBUNE CO: Examiner Files Unredacted Copy of Report
TRIBUNE CO: GreenCo Wins Nod to Settle With MediaNews Group
TRIBUNE CO: Settlement With Creditors Fails, Talks Restart
TURF WORKS: Case Summary & 20 Largest Unsecured Creditors
US CONCRETE: Inks Plan Support Agreement with Put Option Parties

UTILITY RISK: Case Summary & 20 Largest Unsecured Creditors
VWR FUNDING: Raised by Moody's to 'SGL-2' on Cash Rise
WASHINGTON MUTUAL: Equity Says Rule 2004 Exam Necessary
WASHINGTON MUTUAL: Examiner's Work & Expenses Report Approved
WASHINGTON MUTUAL: Texas GRP Wants Documents Produced

WESTERN ALLIANCE: Moody's Assigns 'Ba3' Rating on Senior Bonds
WHITE BIRCH: Plans to Sell Business by Early September
WHOLE FOODS: S&P Raises Corporate Credit Rating to 'BB'
WIZZARD SOFTWARE: Posts $1.1 Million Net Loss in Q2 Ended June 30

* More Older Americans File for Bankruptcy

* Large Companies With Insolvent Balance Sheets


                            ********


28TH LEGIS: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: The 28th Legis. District Comm. Dev. Corp.
        P.O. Box 4703
        Chattanooga, TN 37405

Bankruptcy Case No.: 10-14804

Chapter 11 Petition Date: August 17, 2010

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

Judge: Shelley D. Rucker

Debtor's Counsel: Kyle R. Weems, Esq.
                  WEEMS & RONAN
                  744 McCallie Avenue, Suite 520
                  Chattanooga, TN 37403
                  Tel: (423) 624-1000
                  E-mail: weemslaw@earthlink.net

Scheduled Assets: $4,116,626

Scheduled Debts: $2,057,710

A list of the Company's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tneb10-14804.pdf

The petition was signed by James A. Miller, chairman.


ADAM GROSSMAN: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Adam R. Grossman
        5766 - 27th Avenue NE
        Seattle, WA 98105

Bankruptcy Case No.: 10-19817

Chapter 11 Petition Date: August 19, 2010

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Matthew D. O'Conner, Esq.
                  LAW OFFICE OF MATTHEW D. O'CONNER
                  8011 Greenwood Avenue N
                  Seattle, WA 98103
                  Tel: (206) 782-0722
                  E-mail: pacer@mdolaw.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 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-19817.pdf


AE BIOFUELS: Delays Filing of Form 10-Q for June 30 Quarter
-----------------------------------------------------------
AE Biofuels 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 it has not completed its review of
its financial statements.

Cupertino, Calif.-based AE Biofuels, Inc. (OTC BB: AEBF)
-- http://www.aebiofuels.com/-- is an international biofuels
company focused on the development, acquisition, construction and
operation of next-generation fuel grade ethanol and biodiesel
facilities, and the distribution, storage, and marketing of
biofuels.  The Company currently operates a biodiesel
manufacturing facility with a nameplate capacity of 55 million
gallons per year (MGY) in Kakinada, India and has a next-
generation integrated cellulose and starch ethanol demonstration
facility in Butte, Montana.

The Company's balance sheet as of March 31, 2010, showed
$20.8 million in assets, $25.9 million of liabilities, and a
stockholders' deficit of $5.2 million.

The Company has experienced losses and negative cash flow since
inception and currently has a working capital deficit and total
stockholders' deficit.  "These factors raise substantial doubt
about our ability to continue as a going concern," management said
in the Form 10-Q for the first quarter ended March 31, 2010.


AEGIS MORTGAGE: Judge OKs Disclosure Statement, Asset Sale
----------------------------------------------------------
Bankruptcy Law360 reports that Judge Brendan L. Shannon of the
U.S. Bankruptcy Court for the District of Delaware approved the
disclosure statement explaining Aegis Mortgage Corp.'s Chapter 11
liquidating plan.  The judge, according to the report, also
approved the sale of one of AMC's units that will see the Debtor
pay more than $2.2 million to get rid of a raft of liabilities.

                       About Aegis Mortgage

Houston, Texas-based Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offered mortgage loan products to
brokers through its subsidiaries.  AMC halted its loan origination
business immediately prior to the bankruptcy filing.  The Company
together with 10 affiliates filed for Chapter 11 protection on
Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119).  AMC sold its
loan servicing business to Selene Ventures LLC a month after the
bankruptcy filing.

Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, &
Jones, L.L.P., serve as counsel to the Debtors.  The Official
Committee of Unsecured Creditors is represented by Landis Rath &
Cobb LLP.  In schedules filed with the Court, Aegis disclosed
total assets of $138,265,342 and total debts of $4,125,470 as of
the Petition Date.


AFFINITY GROUP: Grace Period for Missed Payment Ends Mid-September
------------------------------------------------------------------
Affinity Group Holding Inc. issued on March 24, 2005, in a private
placement, $88.2 million principal amount of its 10-7/8% senior
notes due 2012 at a $3.2 million original issue discount.
Interest on the AGHI Notes is payable semi-annually on February 15
and August 15 and the entire principal amount of the AGHI Notes is
due in full on Feb. 15, 2012.  As of June 30, 2010, $87.1 million,
net of $1.1 million in unamortized original issue discount,
remained outstanding on the AGHI Notes.

The Company disclosed that as of August 16, 2010, it did not have
sufficient funds to pay interest on the AGHI Notes then payable
($4.8 million) and such interest payment has not been made.
"Under the terms of our senior secured credit facility, the
company is not currently able to pay dividends or otherwise
provide funds to AGHI to make such interest payment.  Although
AGHI's parent company has previously made capital contributions in
an amount sufficient to discharge AGHI's interest obligations,
AGHI's parent has indicated that it is not in a position, at this
time, to make a capital contribution in order to fund the interest
payable on August 16, 2010."

Under the terms of the AGHI Notes, the Company is afforded a 30-
day grace period from the interest payment date before non-payment
constitutes an event of default under such notes.  AGHI has
entered into preliminary discussions with certain institutional
holders of the AGHI Notes with a view to avoiding an event of
default under the indenture pursuant to which the AGHI Notes were
issued.  No assurance can be given as to whether or not
arrangements can be made that will avoid the occurrence of such
event of default.

If the interest payment is not made by the end of the grace period
and no extension or other agreement is reached with the holders of
the AGHI Notes, the trustee under the AGI Indenture can declare an
event of default and the trustee must declare an event of default
if the holders of 25% or more in principal amount of the AGHI
Notes request that the trustee declare an event of default.

The Company's secured debt of AGI, including the AGI Senior Credit
Facility and the credit facility for its subsidiary, Camping
World, Inc., and its subsidiaries, include cross-default
provisions that would result in an event of default under those
debt instruments if an event of default occurs under the AGHI
Notes.

                       About Affinity Group

Ventura, Calif.-based Affinity Group Holding, Inc. is a holding
company and the direct parent of Affinity Group, Inc. ("AGI").
The Company is an an indirect wholly-owned subsidiary of AGI
Holding Corp ("AGHC"), a privately-owned corporation.  The Company
is a a member-based direct marketing organization targeting North
American recreational vehicle ("RV") 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.  The Company operates through three principal lines of
business, consisting of (i) club memberships and related products
and services, (ii) subscription magazines and other publications
including directories, and (iii) specialty merchandise sold
primarily through its 78 Camping World retail stores, mail order
catalogs and the Internet.

                           *     *     *

According to the Troubled Company Reporter on April 27, 2010,
Moody's Investors Service concluded its review of Affinity Group
Holdings Inc., confirmed its Caa2 corporate family rating and
assigned B1 ratings to its subsidiary, Affinity Group Inc.'s new
secured term loan.  The new debt along with an unrated $22 million
revolver refinances the previous secured debt at Affinity Group
Inc.  The ratings outlook is stable.  This concludes the review of
ratings for possible downgrade that was initiated on August 25,
2009.

Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level rating (two notches above the corporate credit rating
on parent Affinity Group Holding Inc.) to Affinity Group Inc.'s
$144.3 million senior secured term loan due 2015.  The recovery
rating is '1,' indicating S&P's expectations of very high (90%-
100%) recovery in the event of a payment default.


ALL AMERICA: Delays Filing of Form 10-Q for June 30 Quarter
-----------------------------------------------------------
All America Group Inc. said it could not file its quarterly report
on Form 10-Q with the Securities and Exchange Commission because
it cannot, without undue hardship and expense, insure adequate
disclosure of certain information required to be included in the
report.

                     About All American Group

Elkhart, Indiana-based All American Group, Inc., formerly Coachmen
Industries, Inc., (OTC:COHM.PK) says it is one of America's
premier systems-built construction companies under the ALL
AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN HOMES(R), and MOD-U-
KRAF(R) brands, as well as a manufacturer of specialty vehicles.

At March 31, 2010, the Company had total assets of
$86.574 million, total liabilities of $45.832 million, and a
shareholders' equity of $40.742 million.

                           *     *     *

McGladrey & Pullen LLP, in Elkhart, Indiana, expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The auditors noted that
Coachmen has suffered recurring losses from operations and
continues to operate in an industry where economic recovery has
been very slow.


ALMATIS BV: Lease Decision Period Extended Until November 26
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Debtors until November 26, 2010, to either assume or
reject their unexpired non-residential real property leases.

As of April 30, 2010, the Debtors are parties to seven unexpired
non-residential real property leases, including leases for
production facilities and office space in three different
countries.  The Leases are:

Lessor                      Lessee          Description
------                      ------          -----------
The Buncher Co.             Almatis Inc.    Building No. 4
Pittsburgh, Pennsylvania

Chapman Properties          Almatis Inc.    Office Lease
Leetsdale, Pennsylvania

Chapman Properties          Almatis Inc.    Production Plant
Leetsdale, Pennsylvania                     Lease

Port of Rotterdam           Almatis B.V.    Land Lease
Rotterdam, Netherlands

Nachbarschulte Gmbh         Almatis Gmbh    Building F12
Dorsten, Germany

Vernal Asset                Almatis Gmbh    Office Headquarters
Amsterdam, Netherlands                      Frankfurt

BK Giulini                  Almatis Gmbh    Land Lease
Ludwigshafen, Germany

The Debtors are planning to assume all of their Unexpired Leases
in connection with the revised restructuring proposal arranged by
Dubai International Capital LLC.  The Debtors' current deadline
to assume or reject those Leases, however, is set to expire
before the hearing on the confirmation of the revised proposal,
which is expected to take place by mid-August.  The Debtors thus
sought an extension of the Lease Decision Period.

                       About Almatis Group

Alamtis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion as of the bankruptcy filing.

Almatis, operationally headquartered in Frankfurt, Germany, is a
global leader in the development, manufacture and supply of
premium specialty alumina products.  With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries.  Almatis operates nine
production facilities worldwide and serves customers around the
world.  Until 2004, the business was known as the chemical
business of Alcoa.  Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  Linklaters LLP
is the special English and German counsel and De Brauw Blackstone
Westbroek N.V. is Dutch counsel.  Epiq Bankruptcy Solutions, LLC,
serves as claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding and
ancillary foreign proceedings undertaken by Almatis B.V., and its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


ALMATIS BV: Exclusive Solicitation Period Extended Until Jan. 25
----------------------------------------------------------------
U.S. Bankruptcy Judge Martin Glenn issued an order extending the
period during which only Almatis B.V. and its units can file a
Chapter 11 plan and solicit votes from creditors on the plan.

Judge Glenn moved the deadline for the Debtors' exclusive plan
filing period through November 26, 2010, and the deadline for the
Debtors' exclusive right for solicitation of votes on that plan
through January 25, 2011.

                        The Chapter 11 Plan

Almatis filed a revised restructuring plan that would fully repay
its senior lenders and enhance recoveries for junior lenders on
August 6, 2010.  The disclosure statement on the revised plan was
filed with the Court on the same day.

Dubai International Capital LLC, the company's owner, arranged
the revised restructuring proposal after obtaining debt financing
from a consortium composed by JP Morgan, Bank of America Merrill,
GSO Capital Partners LP, GoldenTree Asset Management LP and
Sankaty Credit Opportunities IV LP.  Funding will also come from
a $100 million equity contribution that DIC has already escrowed
with JP Morgan.

Almatis earlier withdrew the prepackaged restructuring plan
proposed by Oaktree Capital Management L.P., the company's
largest senior lender.  It was previously rejected by mezzanine
and second-lien lenders and was opposed by DIC as it threatened
to wipe out the objectors' debt claims against and equity stake
in Almatis.

Parties-in-interest were given until August 16 to file any
objections to the Disclosure Statement.  Only Mr. Riches and his
group submitted a letter objection to the Court to date.

The adequacy hearing of the Almatis Disclosure Statement is
slated for August 23.

lmatis B.V. and its affiliated debtors filed with the U.S.
Bankruptcy Court for the Southern District of New York on
August 6, 2010, a revised restructuring plan that would fully
repay their senior lenders and enhance recoveries for junior
lenders.

Almatis' owner, Dubai International Capital LLC, arranged the
revised restructuring proposal after obtaining debt financing
from a consortium composed by JP Morgan, Bank of America Merrill,
GSO Capital Partners LP, GoldenTree Asset Management LP and
Sankaty Credit Opportunities IV LP.

Funding for the Revised Plan will also come from a $100 million
equity contribution that DIC has already escrowed with JP Morgan.

Almatis earlier withdrew the prepackaged restructuring plan
proposed by Oaktree Capital Management L.P., the company's
largest senior lender.  The prepackaged plan was previously
rejected by mezzanine and second-lien lenders and was opposed by
DIC as it threatened to wipe out the objectors' debt claims
against and equity stake in Almatis.

Oaktree Capital, which owns 46% of Almatis' senior debt, has
already agreed to support the Revised Plan and has proposed a
settlement to the company.

"All stakeholders now support a smooth refinancing process, which
benefits all parties and the focus of attention will once more be
Almatis' customers, employees and suppliers," DIC Chief Executive
Anand Krishnan related in a statement.

                       About Almatis Group

Alamtis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion as of the bankruptcy filing.

Almatis, operationally headquartered in Frankfurt, Germany, is a
global leader in the development, manufacture and supply of
premium specialty alumina products.  With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries.  Almatis operates nine
production facilities worldwide and serves customers around the
world.  Until 2004, the business was known as the chemical
business of Alcoa.  Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  Linklaters LLP
is the special English and German counsel and De Brauw Blackstone
Westbroek N.V. is Dutch counsel.  Epiq Bankruptcy Solutions, LLC,
serves as claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding and
ancillary foreign proceedings undertaken by Almatis B.V., and its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


ALON USA: S&P Downgrades Corporate Credit Rating to 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Dallas-based Alon USA Energy Inc. and Alon Refining
Krotz Springs Inc. to 'B' from 'B+'.  The outlook is stable.

At the same time, S&P lowered the issue-level rating on Alon USA's
term loan B to 'B+' (one notch above the corporate credit rating)
from 'BB-'; the recovery rating remains '2' indicating S&P's
expectation of a substantial (70%-90%) recovery in a payment
default.  S&P lowered the issue-level rating on Alon Krotz
Springs' $216.5 million senior secured notes to 'B' (the same as
the corporate credit rating) from 'B+'.  The recovery rating on
this debt remains '3', indicating S&P's expectation of meaningful
(50%-70%) recovery.

In the second quarter of 2010, Alon did not generate any EBITDA.
Operational setbacks at the Krotz Springs refinery following an
extended turnaround prevented the asset from generating any
operating income in the second quarter when refining conditions
were comparatively favorable.  In addition, the asphalt segment
has not performed as expected; volumes were lower by 37% from the
second quarter of 2009.

"The rating actions reflect the inability of Alon to benefit from
the improved refining conditions in the second quarter of 2010,"
said Standard & Poor's credit analyst Aniki Saha-Yannopoulos.

The downgrade also incorporates the weak refining conditions, high
inventory levels of refined products, and S&P's concerns as to
when the U.S. economy will recover and thus lead to better demand
for refined products.

The stable outlook reflects S&P's expectations that Alon Israel
will continue to provide financial support to Alon USA and Alon
Krotz Springs as it has done historically.  The outlook also
incorporates S&P's expectation that the company's third-quarter
operations will improve compared with previous quarters.  If the
industry outlook worsens and liquidity gets tighter, or the
company underperforms in the third quarter, S&P will consider a
negative action for both Alon USA and Alon Krotz Springs.  In
addition, S&P could revisit the ratings of Alon Krotz Springs if
S&P perceive that the parents' support toward Krotz Springs has
weakened, either due to vulnerable operating conditions at the
parents or an unexpected event at Krotz Springs.  Given current
industry conditions and company's performance S&P does not
anticipate any positive rating actions in the near term.


AMCORE FINANCIAL: Files for Chapter 11 Protection
-------------------------------------------------
AMCORE Financial filed for Chapter 11 protection on August 19 in
Chicago (Bankr. N.D. Ill. Case No. 10-37144).

The Company said in documents attached to the petition that it had
assets of $7.2 million against debts of $75.4 million as of the
bankruptcy filing.  Roughly $57 million owed to Wilmington Trust,
as indenture trustee, on account of a junior subordinated debt due
2037.

The Company's balance sheet as of December 31, 2009, showed
$3.777 billion in assets, $3.741 billion of debts, and
a $36.0 million stockholders' equity.

George N. Panagakis, Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, serves as counsel to the Debtor.  Kurtzman
Carson Consultants LLC serves as claims agent.

Rockford, Ill.-based AMCORE Financial is a registered bank holding
company for AMCORE Bank.

However, on April 23, 2010, regulators closed the bank and
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Harris National Association to assume
all of the deposits of AMCORE Bank, National Association.


AMCORE FINANCIAL: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: AMCORE Financial, Inc.
        200 South Wacker Drive, Suite 3100
        Chicago, IL 60606

Bankruptcy Case No.: 10-37144

Chapter 11 Petition Date: August 19, 2010

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: George Panagakis, Esq.
                  SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                  155 N. Wacker Drive, Suite 2700
                  Chicago, IL 60606
                  Tel: (312) 407-0638
                  Fax: (312) 407-0711
                  E-mail: gpanagak@skadden.com

Debtor's Claims
Agent:            Kurtzman Carson Consultants LLC

Listed Assets: $7.2 million as of Aug. 19, 2010

Listed Debts: $75.4 million as of Aug. 19, 2010.

The petition was signed by Judith C. Sutfin, chief financial
officer.

Debtor's List of 15 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wilmington Ttrust Company          Subordinated        $57,481,699
as Trustee for AMCORE Capital      Debenture
Trust II
Rodney Square NOrth
1100 North Market Street
Wilmington, DE 19890

JPMorgan Chase Bank, N.A.          Credit Agreement    $11,933,955
10 S. Dearborn Street
Mailcode IL 1-1415
Chicago, IL 60603

Ken Edge                           Deferred Comp.       $2,067,893
12256 Leighton Drive               Benefits and
Caledonia, IL 61011                SERP Benefits

Bob Meuleman                       SERP Benefits        $1,289,522
5340 Winding Creek Drive
Rockford, IL 61114

Jim Waddell                        Deferred Comp.       $1,165,795
2657 Saxon Place                   Benefits and
Rockford, IL 61114                 SERP Benefits

Federal Deposit Insurance          --                     $960,000
Corporation
One Financial Way, Suite 312
Cincinnati, OH 45242

Milton Brown                       OPEB - Director         $63,629
                                   Emeritus Payments

Robert "Bud" Doyle                 OPEB - Director         $41,798
                                   Emeritus Payments

Gerald Waters                      Deferred Comp.          $12,698
                                   Benefits

State Street Bank and Trust        --                         $810
Company

CT Corporation System              Contract                   $358

Curtis 100, Inc.                   Contract                     --

Data Dimensions Corporation        Contract                     --

InterCall                          Contract                     --

Standard Insurance                 Contract                     --


AMERICAN APPAREL: Spokesman Dispels Bankruptcy Rumors
-----------------------------------------------------
Dow Jones DBR Small Cap, citing Agence France-Presse, reports that
American Apparel, the Made-in-Los-Angeles hipster casual company
that built a global following and a fortune on the back of T-
shirts and its founder's antics, has seen its financial health
tank.  The company, famous for its flashy multicolored t-shirts
and clothes that are somewhere between sporty and clubby, was
required to deliver its first quarter earnings to financial
authorities by Monday at the latest or else its shares could be
pulled out of trading in New York.  The company has warned it is
expecting losses for the first two quarters of this year in
addition to those of 2009.  But a company spokesman told AFP
rumors of bankruptcy were untrue.  The company has made its 100%
Made in the USA motto a calling card when the norm is outsourcing
production to Asia.  And it doesn't plan to outsource to cut costs
now, an American Apparel spokesman told AFP Monday.

As reported by the Troubled Company Reporter on August 19,
American Apparel filed with the Securities and Exchange Commission
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 it may not have
sufficient liquidity necessary to sustain operations for the next
12 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 its credit agreement with
Wilmington Trust FSB, in its capacity as administrative agent and
collateral agent, Lion Capital (Americas) Inc., as a lender,
Lion/Hollywood L.L.C., as a lender, and other lenders from time to
time party thereto.

Noncompliance with covenants under the Lion Credit Agreement
constitutes an event of default under its credit agreement with
Bank of America, 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 Web site at
http://www.americanapparel.com/


AMERICAN INT'L: ILFC Unit Repays $3.9-Bil. Government Loan
----------------------------------------------------------
The Wall Street Journal's Serena Ng and Daniel Michaels report
that International Lease Finance Corp., American International
Group's airplane-leasing arm, repaid a $3.9 billion government
loan ahead of schedule and now expects to fund itself without
support from its bailed-out parent company.

According to the Journal, ILFC on Friday completed a $4.4 billion
sale of debt to institutional investors.  Most of the money raised
was used to repay a 2009 loan from the Federal Reserve Bank of New
York to help ILFC meet obligations at the time.

The Journal says the transaction represents the single largest
repayment of taxpayer money by AIG since its September 2008
bailout.  According to the Journal, it was a welcome relief for
AIG and its debt-laden ILFC subsidiary, which earlier threatened
to become a financial drag on AIG if the unit couldn't raise money
on its own to refinance large debts.

                            About ILFC

International Lease Finance Corporation, headquartered in Los
Angeles, California, is a major owner-lessor of commercial
aircraft.

                           *     *     *

ILFC carries Moody's Investors Service's B1 corporate family
rating.  According to the Troubled Company Reporter on August 13,
2010, Moody's said ILFC's B1 CFR is based on strengths including
its competitive positioning in the aircraft leasing industry,
modern aircraft fleet and history of earnings growth.  ILFC's
rating also incorporates one notch of rating uplift associated
with support from AIG.  Constraints on the firm's rating and
rating outlook concern operating pressures resulting from the
economic downturn and its effect on lease rates, lease renewals
and aircraft valuations, as well as Moody's view that AIG support
will likely diminish over time.  Moody's said that it will monitor
ILFC's evolving operational and funding strategies and their
effect on its credit profile, particularly in light of recent
changes in the ILFC management team.

ILFC has extended the maturity of $2.2 billion of its revolving
bank facility to 2012 from 2011 and obtained additional covenant
flexibility with respect to pledging assets for additional secured
financings.

ILFC carries Standard & Poor's "BBB-/Negative/--" corp. credit
rating, and Fitch's 'BB' long-term issuer default rating.

                             About AIG

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

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

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


AMERICAN TONERSERV: Posts $1 Million Net Loss in Q2 Ended June 30
-----------------------------------------------------------------
American TonerServ Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $1.0 million on $8.4 million of revenue
for the three months ended June 30, 2010, compared with a net loss
of $568,452 on $7.4 million of revenue for the same period of
2009.

The Company's balance sheet as of June 30, 2010, showed
$17.1 million in total assets, $14.7 million in total liabilities,
and a stockholders' equity of $2.4 million.

As reported in the Troubled Company Reporter on April 16, 2010,
Perry-Smith LLP, in Sacramento, 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 suffered recurring losses from operations
resulting in an accumulated deficit of $25.4 million, and its
current liabilities exceed its current assets at December 31,
2009, by $4.3 million.

In its latest 10-Q, the Company disclosed that cash flows from
operations are insufficient to sustain the current level of
operations, and that it will need to seek additional capital and
funding sources to finance its operations.

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

               http://researcharchives.com/t/s?6991

                     About American TonerServ

Santa Ana, Calif.-based American TonerServ Corp.
-- http://www.americantonerserv.com/--  markets compatible and
original- equipment -manufactured toner cartridges for use in
printers, copiers and fax machines.


ANNALY BAY: Reorganization Case Dismissed for Bad Faith Filing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of the Virgin Islands
dismissed the Chapter 11 cases of Annaly Bay Corporation and
Annaly Bay Development, LLC.

Donald F. Walton, the U.S. Trustee for Region 21, and creditor
DelrayLand, Inc., sought for the dismissal of the Debtors' cases
because they were filed in bad faith.

                   About Annaly Bay Corporation

Glendale, California-based Annaly Bay Corporation and Annaly Bay
Development, LLC, filed for Chapter 11 on April 11, 2010 (Bankr.
D. VI Case No. 10-10003 and 10-10002).  Benjamin A. Currence P.C.
assisted the Debtors in their restructuring effort.  The Debtors
each estimated assets and debts ranging from $10 million to
$50 million in their Chapter 11 petitions.


ATLANTIC BANCGROUP: Earns $282,000 in Q2 Ended June 30
------------------------------------------------------
Atlantic BancGroup, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $282,000 on $2.1 million of net interest
income (before provision for loan losses) for the three months
ended June 30, 2010, compared with net income of $65,000 on
$1.7 million of net interest income (before provision for loan
losses) for the same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$274.2 million in total assets, $264.2 million in total
liabilities, and a stockholders' equity of $10.0 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Mauldin & Jenkins, CPA's, LLC, in Albany, Ga., 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 the Company has suffered significant losses from
operations and capital has been significantly depleted due to the
economic downturn.

The Company disclosed in its latest 10-Q, that although the
contemplated merger with Jacksonville Bancorp, Inc., is expected
to result in the Company's continued operation as a part of
Jacksonville Bancorp, Inc. and The Jacksonville Bank, this
transaction may prove to be insufficient due to the possible
continued decline of the loan portfolio or other losses.  If the
Company is, or the surviving entity in the merger is, unable to
return to profitability, and if the Company is unable to identify
and execute a viable strategic alternative, the Company may be
unable 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?69a8

                     About Atlantic BancGroup

Jacksonville Beach, Fla.-based Atlantic BancGroup, Inc. (NasdaqCM:
ATBC) is a publicly traded bank holding company.  The Company is
the parent company of Oceanside Bank, with four locations in the
Jacksonville Beaches and East Jacksonville, Florida.


BANK OF AMERICA: Fitch Upgrades Individual Rating to C From C/D
---------------------------------------------------------------
Fitch Ratings has upgraded the Individual and Preferred Stock
ratings of Bank of America Corporation and removed them from
Rating Watch Positive:

  -- Individual to 'C' from 'C/D';
  -- Preferred Stock to 'BBB-' from 'BB-';
  -- Trust Preferred to 'BBB-' from 'BB'.

Other ratings, including the long-term Issuer Default Rating of
'A+' and the short-term IDR of 'F1+', are affirmed at current
levels.  The Rating Outlook is Stable.

The upgrades reflect BAC's efforts to boost common equity and
liquidity combined with stable to improving asset quality trends
in various portfolio categories.  The ratings also recognize BAC's
sizeable and diversified banking franchise as well as the
resolution of management uncertainties since Fitch's last rating
action in December 2009.

The upgrades are tempered by BAC's remaining challenges, including
a still high level of non-performing loans and exposure associated
with mortgage repurchases for rep and warranty issues.  Legal risk
remains a significant concern, particularly litigation related to
the Merrill and Countrywide acquisitions.  These combined
challenges are considerable yet are considered by Fitch to be well
below the various asset quality challenges that BAC's successfully
worked through during the last few years.

Reps and warranties exposure primarily stems from BAC's
acquisition of Countrywide, a major mortgage originator during the
housing boom.  Fitch anticipates a large inflow of new repurchase
requests as the government sponsored entities and other
institutions work through large amounts of troubled mortgages.
Consequently, charges from reps and warranties have the potential
to increase significantly.  Among the major U.S. banks, Fitch
believes BAC is the most susceptible to this risk given the
scrutiny being placed on the legacy Countrywide mortgages.  Costs
associated with reps and warranties increased to $1.2 billion in
2Q'10 from approximately a $500 million run rate over the past few
quarters.  Beyond the rep and warranty issue, another area of
concern is exposure to home equity loans, particularly BAC's
portfolio of loans with a combined LTV greater than 100%.

Fitch has incorporated notably higher losses associated with
repurchase activity in Fitch's rating assumptions.  Associated
losses are expected to remain manageable in the context of BAC's
large capital base and pre-provision operating income.  BAC's
accrued liability for reps and warranties totaled $3.9 billion at
end-2Q'10, up from $3.5 billion at year-end 2009.

BAC's Tier I common and TCE ratios are well above year ago levels
due to capital raising efforts, improved internal capital
generation and a reduction in risk assets.  At mid-year 2010,
BAC's Tier I common ratio stood at 8% compared with 6.9% a year
ago.  Fitch core capital to risk-weighted assets was 5.8%, up from
5.1% at year-end 2009.  Fitch believes BAC will continue to
improve its capital position going forward.  Capacity to pay
preferred dividends is significantly stronger, given the emergence
of core profitability and far lower preferred dividend payments
versus peak levels.  Preferred dividend costs are now
approximately $300 million per quarter compared with a peak level
of $1.4 billion in 1Q09.

Looking at 2H'10, Fitch anticipates that BAC's total loan loss
provisions, particularly those not related to residential mortgage
lending, have the potential to decline further given encouraging
asset quality trends.  When BAC's asset quality problems are
resolved, its franchise gives it considerable earnings power.
That said, recent legislative actions including the CARD Act,
Regulation E and the Durbin Amendment will pressure consumer-
related revenues.  In addition, net interest income likely will be
negatively affected by weak loan demand and efforts to reduce
higher risk/higher spread loans and other assets.

Over time, ratings could be positively affected if BAC attains a
solid track record of core profitability and continues to improve
its asset quality.  Additional factors would be maintenance of its
diverse franchise combined with solid liquidity and capital.
Greater clarity regarding ultimate reps and warranties loss
exposure in the mortgage business and resolution of various legal
risks would provide additional comfort, although these could be
protracted.

Ratings, particularly the Individual rating, could be negatively
affected if asset quality again deteriorates, which is not
expected at least in the near term.  Downward rating pressure
could also emerge if reps and warranties losses escalate
appreciably, particularly if costs result in operating losses and
erosion of capital.

BAC is one of the largest U.S. banks in terms of total deposits,
loans, branches, mortgage originations/servicing and credit card
issuance.  Following its January 2009 merger with Merrill Lynch &
Co., Inc., BAC became one of the top financial institutions in
wealth management and investment banking.

Fitch has taken these rating actions:

Bank of America Corporation

  -- Long-term IDR affirmed at `A+';
  -- Long-term senior debt affirmed at `A+';
  -- Long-term subordinated debt affirmed at `A';
  -- Preferred stock upgraded to `BBB-' from `BB-';
  -- Short-term IDR affirmed at 'F1+';
  -- Short-term debt affirmed at `F1+';
  -- Individual upgraded to `C' from `C/D';
  -- Support affirmed at '1';
  -- Support Floor affirmed at `A+';
  -- Long-term debt guaranteed by TLGP affirmed at `AAA';
  -- Short-term debt guaranteed by TLGP affirmed at `F1+'.

Bank of America N.A.

  -- Long-term deposits affirmed at `AA-';
  -- Long-term IDR affirmed at `A+';
  -- Long-term senior debt affirmed at `A+';
  -- Long-term subordinated debt affirmed at `A';
  -- Short-term IDR affirmed at 'F1+';
  -- Short-term debt affirmed at `F1+';
  -- Short-term deposits affirmed at `F1+';
  -- Individual upgraded to `C' from `C/D';
  -- Support affirmed at '1';
  -- Support Floor affirmed at `A+';
  -- Long-term debt guaranteed by TLGP affirmed at `AAA';
  -- Short-term debt guaranteed by TLGP affirmed at `F1+'.

Banc of America Securities Limited

  -- Long-term IDR affirmed at `A+';
  -- Short-term IDR affirmed at 'F1+'.

Banc of America Securities LLC

  -- Long-term IDR affirmed at `A+';
  -- Short-term IDR affirmed at 'F1+'.

B of A Issuance B.V.

  -- Long-term IDR affirmed at `A+';
  -- Long-term senior debt affirmed at `A+';
  -- Long-term subordinated debt affirmed at `A';
  -- Support affirmed at '1'.

Bank of America Georgia, N.A.
Bank of America Oregon, National Association
Bank of America California, National Association

  -- Long-term IDR affirmed at `A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Individual upgraded to `C' from `C/D';
  -- Support affirmed at '1';
  -- Support Floor affirmed at `A+'.

Bank of America Rhode Island, National Association

  -- Long-term IDR affirmed at `A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Long-term deposits affirmed at `AA-';
  -- Short-term deposits affirmed at `F1+';
  -- Individual upgraded to `C' from `C/D';
  -- Support affirmed at '1';
  -- Support Floor affirmed at `A+'.

FIA Card Services N.A.

  -- Long-term IDR affirmed at `A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Long-term deposits affirmed at `AA-';
  -- Short-term deposits affirmed at `F1+';
  -- Short-term debt affirmed at `F1+';
  -- Long-term senior debt affirmed at `A+';
  -- Long-term subordinated debt affirmed at `A';
  -- Individual upgraded to `C' from `C/D';
  -- Support affirmed at '1';
  -- Support Floor affirmed at `A+'.

MBNA Canada Bank

  -- Long-term IDR affirmed at `A+';
  -- Long-term senior debt affirmed at `A+';
  -- Long-term subordinated debt affirmed at `A';
  -- Short-term IDR affirmed at 'F1+'.

MBNA Europe Bank Ltd.

  -- Long-term IDR affirmed at `A+';
  -- Long-term senior debt affirmed at `A+';
  -- Long-term subordinated debt affirmed at `A';
  -- Short-term IDR affirmed at 'F1+';
  -- Individual remains `C/D' and on Rating Watch Positive.
  -- Support affirmed at `1'.

LaSalle Bank Corporation

  -- Long-term IDR affirmed at `A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Individual upgraded to `C' from `C/D';
  -- Support affirmed at '1';
  -- Support Floor affirmed at `A+'.

LaSalle Bank N.A.
LaSalle Bank Midwest N.A.
United States Trust Company N.A.
Countrywide Bank FSB

  -- Long-term deposits affirmed at `AA-';
  -- Short-term deposits affirmed at `F1+'.

Merrill Lynch & Co., Inc.

  -- Long-term IDR affirmed at `A+';
  -- Long-term senior debt affirmed at `A+';
  -- Long-term subordinated debt affirmed at `A';
  -- Preferred stock upgraded to `BBB-' from `BB-';
  -- Short-term IDR affirmed at 'F1+';
  -- Short-term debt affirmed at `F1+';
  -- Individual upgraded to `C' from `C/D';
  -- Support affirmed at '1';
  -- Support Floor affirmed at `A+'.

Merrill Lynch International Bank Ltd.

  -- Long-term IDR affirmed at 'A+';
  -- Short-term IDR affirmed at `F1+';
  -- Individual remains `C/D' and on Rating Watch Positive;
  -- Support affirmed at '1'.

Merrill Lynch S.A.

  -- Long-term IDR affirmed at `A+';
  -- Long-term senior debt affirmed at `A+';
  -- Support affirmed at '1'.

Merrill Lynch & Co., Canada Ltd.

  -- Short-term IDR affirmed at 'F1+';
  -- Short-term debt affirmed at `F1+'.

Merrill Lynch Canada Finance

  -- Long-term IDR affirmed at `A+';
  -- Long-term senior debt affirmed at `A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Individual upgraded to `C' from 'C/D';
  -- Support affirmed at '1'.

Merrill Lynch Japan Finance Co., Ltd.

  -- Long-term IDR affirmed at `A+';
  -- Long-term senior debt affirmed at `A+';
  -- Short-term IDR affirmed at 'F1+';
  -- Short-term debt affirmed at `F1+';
  -- Support affirmed at '1'.

Merrill Lynch Japan Securities Co., Ltd.

  -- Long-term IDR affirmed at 'A+';
  -- Short-term IDR affirmed at `F1+';
  -- Support affirmed at '1'.

Merrill Lynch Finance (Australia) Pty LTD

  -- Short-term IDR affirmed at `F1+';
  -- Commercial Paper affirmed at `F1+'.

BankAmerica Corporation

  -- Long-term senior debt affirmed at `A+';
  -- Long-term subordinated debt affirmed at `A';
  -- Preferred stock upgraded to `BBB-' from `BB-'.

Countrywide Financial Corp.

  -- Long-term senior debt affirmed at `A+';
  -- Long-term subordinated debt affirmed at `A'.

Countrywide Home Loans, Inc.

  -- Long-term senior debt affirmed at `A+'.

FleetBoston Financial Corp

  -- Long-term subordinated debt affirmed at `A'.

LaSalle Funding LLC

  -- Long-term senior debt affirmed at `A+'.

MBNA Corp.

  -- Long-term senior debt affirmed at `A+';
  -- Long-term subordinated debt affirmed at `A';
  -- Short-term debt affirmed at `F1+'.

NationsBank Corp

  -- Long-term senior debt affirmed at `A+';
  -- Long-term subordinated debt affirmed at `A'.

NationsBank, N.A.

  -- Long-term senior debt affirmed at `A+'.

NCNB, Inc.

  -- Long-term subordinated debt affirmed at `A'.

BAC Capital Trust I - VIII
BAC Capital Trust X - XV

  -- Trust preferred securities upgraded to `BBB-' from `BB'.

BAC AAH Capital Funding LLC I - VII
BAC AAH Capital Funding LLC IX - XIII
BAC LB Capital Funding Trust I - II

  -- Trust preferred securities upgraded to `BBB-' from `BB'.

BankAmerica Capital II, III
BankAmerica Institutional Capital A, B
BankBoston Capital Trust III-IV
Barnett Capital Trust III
Countrywide Capital III, IV, V
Fleet Capital Trust II, V, VIII, IX
MBNA Capital A, B, D, E
NB Capital Trust II, III, IV

  -- Trust preferred securities upgraded to `BBB-' from `BB'.

Merrill Lynch Preferred Capital Trust III, IV, and V
Merrill Lynch Capital Trust I, II and III

  -- Trust preferred securities upgraded to `BBB-' from `BB'.


BISCAYNE BAY: Guarantors Can't Pursue Corus Bank Counterclaims
--------------------------------------------------------------
Bankruptcy Judge A. Jay Cristol holds that the causes of action
asserted by Willy A. Bermello and Gustavo Miculitzki against Corus
Bank N.A. by way of counterclaim are property of the estate of
Biscayne Bay Lofts, LLC, a Chapter 7 Debtor, and can only be
pursued by the Trustee.

On February 9, 2010, a Chapter 7 involuntary bankruptcy proceeding
was filed against Biscayne Bay Lofts.  The Debtor is the developer
for the condominium known as Onyx on the Bay, a 28-story
condominium building in Miami.  The Project is still under
construction.

The Units are subject to a mortgage granted by the Debtor to Corus
Bank.  In September 2009, Corus executed and delivered an
assignment of the Mortgage to Hyperion Onyx Partners, LLC.

The Mortgage secures the obligations of the Debtor to Corus and
now Hyperion, pursuant to commercial promissory notes in excess of
$44,000,000.  As of the Petition Date, the balance due and owing
to Hyperion under the Notes is $22,309,280.23.

Prior to the Petition Date, Corus Bank filed a foreclosure suit in
state court against the Debtor, and Willy A. Bermello, Luis
Ajamil, and Gustavo Miculitzki, as guarantors.  The Debtor and the
Guarantors responded to the suit, alleging that: (a) Corus failed
to disburse loan proceeds in accordance with the loan documents;
(b) Corus breached the loan agreement; and (c) Corus failed to act
in good faith in performing its obligations under the loan
documents.

On March 5, 2010, Hyperion filed a Notice of Removal and Removal
of Action Under 28 U.S.C. Sec. 1452 removing the State Court
Foreclosure Action to the Bankruptcy Court.

Judge Cristol notes that no privity exists between the Guarantors
and the Debtor and the causes of action asserted.  The business
organizational structure of the Debtor is as follows: BAP, LLC and
GGM Developers, LLC are the equity holders of the Debtor, Biscayne
Bay Lofts, LLC.  In turn, the Guarantors are the individual equity
holders of BAP, LLC that owns a 50% equity share of the Debtor.
The Guarantors are twice removed from the Debtor.  The equity
owners of the Debtor (the LLC's) have never asserted any such
claims or counterclaims.

"A review of the counterclaim indicates that there is no
independent cause of action for the Guarantors or BAP, LLC or GGM
Developers, LLC, as the only transaction referenced therein is the
underlying contract between the Debtor and Corus Bank.  Thus, the
causes of action asserted in the Guarantors counterclaims are
those of the Debtor's estate and only presentable by the Trustee
of Biscayne Bay Lofts, LLC," Judge Cristol wrote.

A copy of the decision is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=inbco20100819653


BLOCKBUSTER INC: Douglas McHose Resigns as Senior Vice President
----------------------------------------------------------------
Blockbuster Inc. reported that Douglas McHose has resigned as the
Company's Senior Vice President, Domestic Store Operations,
effective Aug. 20, 2010.

The Company has hired Roger Dunlap as Senior Vice President North
American Store Operations effective Aug. 16, 2010.  In that
capacity, Mr. Dunlap will oversee the Company's domestic store
operations.  Prior to joining the Company, Mr. Dunlap served in
several senior operational roles for Movie Gallery Corporation and
Hollywood Entertainment Corporation, most recently as Senior Vice
President of North American Operations.

                      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.


BOCA BRIDGE: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Boca Bridge LLC
                P.O. Box 273760
                Boca Raton, FL 33427

Bankruptcy Case No.: 10-34538

Involuntary Chapter 11 Petition Date: August 19, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Pro Se

Petitioners' Counsel: Harry J. Ross, Esq
                      6100 Glades Road, #211
                      Boca Raton, FL 33434
                      Tel: (561) 482-2400
                      E-mail: hross@hjrlaw.com

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Lundy Shacter, P.A.                --                      $21,713
400 North Pine Island Road, #300
Plantation, FL 33324

Arrow Security Corp.               --                      $15,118
102 NW Spanish River Boulevard,
Boca Raton, FL 33431

Sapphire Hospitality Inc           --                      $13,904
547 SW, 13th Street, Suite 3
Bend, OR 97702

RLC Architects P.A.                --                       $9,148
137 West Royal Palm Road
Boca Raton, FL 33432

Brothers Bake Shop                 --                       $5,923
1101 Holland Drive
Boca Raton, FL 33487

Project Management Consultant,     --                       $4,481
Inc.
825 Towering Oak Way
Apopka, FL 32712

O.D.A. Inc.                        --                       $1,900
3333 South Dixie Highway
Delray Beach, FL 33483

Communications Plus                --                       $1,406
6005 Stirling Road, #149
Davie, FL 33314

Cintas Corporation                 --                       $1,131
97627 Eagle Way
Chicago, IL 60678-9760

Always Perfect Marble and Granite  --                         $600
5366 Oakmont Village Circle
Lake Worth, FL 33463


BOSTON GENERATING: EBG to Pay $51 Million to Distrigas
------------------------------------------------------
Warned that acting otherwise could lead to blackouts in Boston, a
judge has allowed EBG Holdings LLC to pay nearly $51 million to
natural gas supplier Distrigas of Massachusetts LLC and granted
the vendor special creditor protections, according to Bankruptcy
Law360.

                      About Boston Generating

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

Boston Generating, EBG Holdings LLC, and four other affiliates
filed for Chapter 11 protection on August 18, 2010 (Bankr.
S.D.N.Y. Case No. 10-14419).  The Company estimated more than
$1 billion in assets and debts in its Chapter 11 petition.

Gregory K. Jones, Esq., at Latham & Watkins LLP, serves as counsel
to the Debtors.  The Debtors' investment banker is JP Morgan
Securities, the financial advisor is Perella Weinberg Partners,
LP, the regulatory counsel is Brown Rudnick LLP, the restructuring
consultant is FTI Consulting, Inc., the conflicts counsel is
Anderson Kill & Olick, P.C., and the claims agent is The Garden
City Group, Inc.

US Power Generating Co. is not among the Chapter 11 filers.


CAPITAL POWER: S&P Cuts Global Scale Issue-Level Rating to BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit and senior unsecured debt ratings on Edmonton,
Alta.-based Capital Power Income L.P. and its corporate credit
rating on wholly owned subsidiary CPI Preferred Equity Ltd. to
'BBB' from 'BBB+'.  The outlook is stable.

At the same time, S&P lowered the issue-level rating on Curtis
Palmer LLC's US$190 million senior notes due July 15, 2014, which
CPI guarantees, to 'BBB' from 'BBB+'.  S&P also lowered its global
scale issue-level rating on CPI Preferred Equity's preferred
shares to 'BB+' from 'BBB-' and its Canada-scale rating to 'P-
3(High)' from 'P-2(Low)'.

"The downgrade reflects S&P's view that CPI's financial risk
profile has weakened as a result of debt-financed growth and its
expectation that improvement in the medium term is unlikely as the
partnership continues to execute its growth plan," said Standard &
Poor's credit analyst Greg Pau.

The ratings on CPI and its subsidiaries reflect what S&P view as
relatively stable revenue and cost profiles, which a diversified
portfolio of generation assets, long-term contracts for most of
its production, and predominantly investment-grade counterparties
all support.  S&P believes that offsetting these strengths are
CPI's weakened financial risk profile as a result of increased
leverage to finance growth, and the distribution commitment and
execution risk associated with that.  Notwithstanding long-term
contracts, S&P believes that operating issues, low hydrology,
input availability, and price fluctuations could affect the
partnership's operating margins.  S&P also believe that CPI's
limited market position in each of the geographic region partially
offsets the benefit of geographic diversification.

CPI's 1,400-megawatt portfolio is diversified across several off-
takers, jurisdictions, generating technologies, and fuel sources.
The assets are geographically dispersed in Canada and the U.S.,
and are relatively small participants in the regional electricity
markets where they operate.

The stable outlook reflects S&P's view that CPI would continue to
generate relatively stable revenue and cash flow from its
diversified portfolio of 20 generating assets supported by power
purchase agreements contracts largely with investment-grade
offtakers and well-spread expiries.  The outlook also reflects
S&P's expectation that the partnership would maintain its
financial risk profile consistent with (but toward the weaker end
of) the intermediate category.  S&P could consider lowering the
ratings should CPI's cash flow or liquidity materially weaken,
which might happen with a failure to renew one or more significant
expiring PPAs or major disruption of operations due to equipment
failure or fuel disruption.  The rating could also face pressure
if the partnership's adjusted funds from operations interest
coverage fell below 3x or adjusted total debt to capital exceeded
60%.  This is possible if CPI increases debt-financing for its
growth and distribution should unfavorable equity market
conditions prohibit the partnership from raising equity financing.
S&P believes that an upgrade is highly unlikely because CPI's
growth plan and distribution commitment would likely prevent any
material deleveraging and improvement in its financial risk
profile.


CAPITOL CITY BANCSHARES: Posts $505,400 Net Loss in Q2 2010
-----------------------------------------------------------
Capitol City Bancshares, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $505,361 for the three months ended
June 30, 2010, compared with a net loss of $398,830 for the same
period of 2009.  Net interest income was $1.70 million for the
three month period ended June 30, 2010, compared to $1.73 million
during the same period of 2009.

A provision for loan losses of $220,000 was made during the three-
month period ended June 30, 2010, as compared to a provision of
$280,000 made during the three-month period ended June 30, 2009.

The Company's balance sheet as of June 30, 2010, showed
$313.2 million in total assets, $303.4 million in total
liabilities, and a stockholders' equity of $9.8 million.

As reported in the Troubled Company Reporter on April 16, 2010,
Nichols, Cauley & Associates, LLC, in Atlanta, 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 significant losses
from operations, which has resulted in declining levels of
capital.

In its latest 10-Q, the Company says that Capitol City Bank and
Trust Company has not achieved the required capital levels
mandated by the consent order from the Federal Deposit Insurance
Corporation and the Georgia Department of Banking and Finance.
"The continuing level of problem loans as of the quarter ended
June 30, 2010, and capital levels continuing to be in the "under
capitalized" category of the regulatory framework for prompt
corrective action as of June 30, 2010, continue to create
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?699c

                   About Capitol City Bancshares

Atlanta, Ga.-based Capitol City Bancshares, Inc. was incorporated
on April 14, 1998, for the purpose of serving as a bank holding
company for Capitol City Bank and Trust Company, a state banking
institution chartered under the laws of the State of Georgia on
June 30, 1994.  The Bank operates a full-service banking business
and engages in a broad range of commercial banking activities,
including accepting customary types of demand and timed deposits,
making individual, consumer, commercial, and installment loans,
money transfers, safe deposit services, and making investments in
U.S. government and municipal securities.


CAPRIUS INC: Posts $391,900 Net Loss in June 30 Quarter
-------------------------------------------------------
Caprius Inc. filed its quarterly report on Form 10-Q, reporting
net loss of $391,973 on $152,964 of total revenues for the three
months ended June 30, 2010, compared with net loss of $679,764 on
$423,580 of total revenues for the same period a year earlier.

The Company's balance sheet at June 30, 2010, showed $1.66 million
in total assets, $5.87 million in total liabilities, and a
$4.22 million stockholders' deficit.

The Company was unable to file its quarterly report on time with
the Securities and Exchange Commission because it is in the
process of curing deliquencies in filing its report.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?696d

                      About Caprius, Inc.

Paramus, N.Y.-based Caprius, Inc., is engaged in the infectious
medical waste disposal business, through its wholly-owned
subsidiary M.C.M. Environmental Technologies, Inc., which
developed, markets and sells the SteriMed and SteriMed Junior
compact systems that simultaneously shred and chemically disinfect
regulated medical waste, utilizing its proprietary, EPA
registered, bio-degradable chemical known as Ster-Cid.

Marcum LLP, in New York City, expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial results for fiscal 2009.  The
independent auditors noted of the Company's working capital
deficiency and substantial recurring losses from operations.


CARIBBEAN PETROLEUM: Proposes December 13 Auction for All Assets
----------------------------------------------------------------
Caribbean Petroleum Corp. and its units ask for authorization from
the U.S. Bankruptcy Court for the District of Delaware to
implement a sale process for substantially all of their assets.

The Debtors ask for the Court's approval to enter into a stalking
horse agreement by November 10, 2010, with one or more bidders for
the purpose of establishing a minimum acceptable bid for the
assets.  The Debtors propose to provide any stalking horse
bidder(s) with a breakup fee of up to 2% of the guaranteed cash
purchase price, and expense reimbursement of up to $300,000.

The Debtors propose a December 10, 2010 deadline for submitting
initial bids by other parties; a December 13, 2010 auction if
competing bids are received; a hearing to consider approval of the
sale on January 10, 2010; and that a February 8, 2011 deadline to
consummate the sale of the assets.

According to the proposed bid procedures, bidders must submit a
good faith deposit equal to at least 5% of the proposed purchase
price.  A prepetition secured lender may submit a credit bid for
some or all of the assets.

If the successful bidder(s) fails to timely consummate the
purchase of the assets, or any part thereof, the next highest or
otherwise best qualified bid may be designated by the Debtors, in
consultation with the prepetition secured lender, as the
successful bid, and the Debtors will be authorized, but not
required, to consummate the sale of the assets to the qualified
bidder that submitted the back-up bid.

A copy of the proposed Bidding Procedures is available for free at
http://bankrupt.com/misc/CARIBBEAN_PETROLEUM_biddingprocedures.pdf

                     About Caribbean Petroleum

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

Cribbean Petroleum filed for Chapter 11 protection (Bankr. D. Del.
Case No. 10-12553) on August 12, 2010, nearly 10 months after a
massive explosion at its major Puerto Rican fuel storage depot
virtually shut down the company's operations.  The Debtor
estimated its assets at $100 million to $500 million and its debts
at $500 million to $1 billion as of the Petition Date.

Affiliates Caribbean Petroleum Refining, L.P., and Gulf Petroleum
Refining (Puerto Rico) Corporation filed separate Chapter 11
petitions on August 12, 2010.

Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., serves
as counsel to the Debtors.  The Debtors' co-counsel is Cadwalader,
Wickersham & Taft LLP.  The Debtors' financial advisor is FTI
Consulting Inc.  The Debtors' chief restructuring officer is Kevin
Lavin of FTI Consulting Inc.


CARIBBEAN PETROLEUM: Puerto Rico Gov't Seeks Venue Transfer
-----------------------------------------------------------
Patrick Fitzgerald at Dow Jones Daily Bankruptcy Review reports
that Puerto Rican officials want Caribbean Petroleum Corp.'s
bankruptcy case moved from Delaware to San Juan, claiming the
cleanup of environmental damage caused by a massive explosion at
the company's storage facility is of the "highest public interest"
to the island's citizens.

According to Dow Jones, Puerto Rico's treasury secretary said
Thursday that "the interests of justice and the convenience of the
parties" support the transfer of the privately held oil-and-gas
distributor's Chapter 11 case to Puerto Rico.

"The healthy completion of the cleanup of the devastating effects
of the explosions is a matter of the highest public interest in
Puerto Rico," lawyers for the secretary of the Treasury said in a
court filing Thursday, according to Dow Jones.

Dow Jones notes a catastrophic explosion on Oct. 23, 2009,
destroyed much of the company's Bayamon storage facility and
rocked the San Juan area.  According to the company's finance
chief, the explosions dealt the company a blow from which it never
recovered.  The explosions also had a dramatic impact on Puerto
Rico, leaving behind significant environmental damage and cleanup
costs.  The Environmental Protection Agency has barred the company
from using its surviving facilities pending an inspection.

Dow Jones says prior to the explosions, Caribbean Petroleum's
pipelines delivered more than two-thirds of the jet fuel used at
San Juan International airport as well as supplying the Puerto
Rico Electric Power Authority, the government entity that provides
electricity to the island's people.  Moreover, more than 90% of
the company's creditors are in Puerto Rico, according to court
papers.

Dow Jones notes the Debtor is also facing more than two dozen
lawsuits in Puerto Rico for, among other claims, property damage
and injuries. Caribbean Petroleum estimates that plaintiffs in
these suits are seeking more than $455 million.

"There is significant local interest in having such disputes
resolved by a bankruptcy court in Puerto Rico," the officials
said, according to Dow Jones.

Dow Jones notes a lawyer for Caribbean Petroleum couldn't
immediately be reached for comment.

Dow Jones says Judge Kevin Gross will consider the request to move
the case to Puerto Rico at a hearing Sept. 8.

The Debtor is selling such assets as a network of Gulf-branded
service stations, six pipelines and a deepwater dock in San Juan
Harbor.  The sales are being conducted without the benefit of a
stalking horse, a lead bidder that sets a floor price for the
assets on the block.

Dow Jones notes the Debtor owes Banco Popular de Puerto Rico $137
million, and the bank holds a lien on virtually all the company's
assets.  Caribbean Petroleum said it will allow the bank to
"credit bid" its secured debt, meaning the bank debt could serve
as a de facto stalking-horse bid.

                     About Caribbean Petroleum

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

Cribbean Petroleum filed for Chapter 11 protection (Bankr. D. Del.
Case No. 10-12553) on August 12, 2010, nearly 10 months after a
massive explosion at its major Puerto Rican fuel storage depot
virtually shut down the company's operations.  The Debtor
estimated its assets at $100 million to $500 million and its debts
at $500 million to $1 billion as of the Petition Date.

Affiliates Caribbean Petroleum Refining, L.P., and Gulf Petroleum
Refining (Puerto Rico) Corporation filed separate Chapter 11
petitions on August 12, 2010.

Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., serves
as counsel to the Debtors.  The Debtors' co-counsel is Cadwalader,
Wickersham & Taft LLP.  The Debtors' financial advisor is FTI
Consulting Inc.  The Debtors' chief restructuring officer is Kevin
Lavin of FTI Consulting Inc.


CARIBBEAN PETROLEUM: Gets Interim Nod for $10MM DIP Financing
-------------------------------------------------------------
Caribbean Petroleum Corp., et al., sought and obtained interim
authorization from the U.S. Bankruptcy Court for the District of
Delaware to obtain postpetition secured financing from Banco
Popular de Puerto Rico and to use cash collateral.

The DIP Lender has committed to provide up to $10,000,000 non-
revolving, multi-draw credit sub-facility.  A copy of the DIP term
sheet is available for free at:

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

Mark D. Collins, Esq., and Jason M. Madron, Esq., at Richards,
Layton & Finger, P.A., explain that the Debtors need the DIP
financing to fund the marketing for a sale of all or substantially
all assets of the Debtors, rehabilitation, the DIP Lender's
monthly interest, out-of-pocket costs, fees, and expenses related
to the DIP Facility, employee wages and general corporate
purposes, payment of professional fees of counsel and financial
advisors to the Debtors and the statutory committee of unsecured
creditors appointed in the Chapter 11 cases, adequate protection
payments, adequate assurance deposit for the Debtors' utility
providers, and payment of quarterly fees to the U.S. Trustee.

The DIP facility will mature (i) 25 days after entry of interim
order if the final dip order have not been entered by the court
and the amendment have not been executed and delivered by the DIP
borrowers to the postpetition lender; (ii) consummation of any
consensual or nonconsensual chapter 11 plan or liquidation of or
for the dip borrowers; or (iii) 180 days after the dip closing
date.

The DIP Facility will incur interest at 8.00% per annum, payable
monthly in arrears not later than the first day of each calendar
month and will be calculated on the basis of a 360-day year and
actual days elapsed.  In the event of default, the Debtors will
pay an additional 2% default interest per annum.

The DIP Facility will be afforded certain liens and claims,
including limited priming liens and superpriority claims on
property of the estate.

The Debtors are authorized to use cash collateral, in addition to
obtaining DIP financing.  As adequate protection, the Debtors will
grant the prepetition lender, among other things, additional
replacement liens, superpriority claims, repayment from
unencumbered assets, payment of all reasonable professional fees
and expenses incurred by the prepetition lender in connection with
the administration of the Chapter 11 cases, and the right to
credit bid, payment of insurance proceeds.

The Court has set a final hearing for September 8, 2010, at
12:30 p.m., Eastern Daylight Time, on the Debtors' request to be
allowed to obtain DIP financing.

                     About Caribbean Petroleum

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

Cribbean Petroleum filed for Chapter 11 protection (Bankr. D. Del.
Case No. 10-12553) on August 12, 2010, nearly 10 months after a
massive explosion at its major Puerto Rican fuel storage depot
virtually shut down the company's operations.  The Debtor
estimated its assets at $100 million to $500 million and its debts
at $500 million to $1 billion as of the Petition Date.

Affiliates Caribbean Petroleum Refining, L.P., and Gulf Petroleum
Refining (Puerto Rico) Corporation filed separate Chapter 11
petitions on August 12, 2010.

Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., serves
as counsel to the Debtors.  The Debtors' co-counsel is Cadwalader,
Wickersham & Taft LLP.  The Debtors' financial advisor is FTI
Consulting Inc.  The Debtors' chief restructuring officer is Kevin
Lavin of FTI Consulting Inc.


CDDM CORPORATION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: CDDM Corporation
        5910 S. Pennsylvania Avenue
        Lansing, MI 48911-5231

Bankruptcy Case No.: 10-10073

Chapter 11 Petition Date: August 18, 2010

Court: U.S. Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Elias Theodore Xenos, Esq.
                  ATTORNEY AT LAW
                  1963 Lexington Drive
                  Troy, MI 48084
                  Tel: (313) 618-0604
                  E-mail: eliasxenos@hotmail.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/miwb10-10073.pdf

The petition was signed by Derek Wroblewski, president.


CELL THERAPEUTICS: Expects to Submit MAA in Second Half of 2010
---------------------------------------------------------------
Cell Therapeutics Inc. provided with the Securities and Exchange
Commission financial information at CONSOB's request pursuant to
Article 114, paragraph 5, of the Legislative Decree no. 58/1998.

Cell Therapeutics said in the report that the validation of the
Pediatric Investigation Plan for pixantrone is part of the PIP
assessment process in which the European Medicines Agency reviews
the PIP application and verifies that the PIP application is
complete and the contents meet the EMEA's requirements for filing.

The EMEA Pediatric Committee will review and comment or approve
the contents of PIP.  According to the general timeline of the
EMEA's PIP review process, if the EMEA has comments to the PIP,
CTI would anticipate receiving them 30 days after the EMEA's
validation of the PIP application.  Based on the EMEA's expected
timeline, CTI would then expect the PDCO to reach an opinion 60
days after validation of the PIP application.  If the PIP is
approved, CTI would then submit the Marketing Authorization
Application for pixantrone to the EMEA.  CTI expects to be able to
submit the MAA during the second half of 2010.

                     About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company that develops an integrated portfolio of
oncology products aimed at making cancer more treatable.
Subsequent to the closure of its Bresso, Italy operations in
September 2009, CTI's operations are conducted solely in the
United States.

                       Going Concern Doubt

San Francisco-based Stonefield Josephson, Inc., has included an
explanatory paragraph in their report on Cell Therapeutics, Inc.'s
December 31, 2009, 2008 and 2007 consolidated financial statements
regarding their substantial doubt as to the Company's ability to
continue as a going concern.  The independent auditors reported
that the Company has sustained loss from operations over the audit
periods, incurred an accumulated deficit, and has substantial
monetary liabilities in excess of monetary assets as of
December 31, 2009.

                      Bankruptcy Warning

In its Form 10-Q report for the period ended September 30, 2009,
filed with the Securities and Exchange Commission, the Company
warned it does not expect it will have sufficient cash to fund
planned operations through the second quarter of 2010, which
raises substantial doubt about its ability to continue as a going
concern.  The Company said if it fails to obtain capital when
required, the Company said it may be required to delay, scale
back, or eliminate some or all of its research and development
programs and may be forced to cease operations, liquidate its
assets and possibly seek bankruptcy protection.


CIRTRAN CORP: Delays Filing of Form 10-Q for June 30 Quarter
------------------------------------------------------------
CirTran Corporation said it could not timely file its quarterly
report on Form 10-Q for the period June 30, 2010, with the
Securities and Exchange Commission because the management requires
additional time to compile and verify the data required to be
included in the report.

West Valley City, Utah-based CirTran Corporation (OTC BB: CIRC)
http://www.CirTran.com/-- and its subsidiaries provide turnkey
manufacturing services using surface mount technology, ball-grid
array assembly, pin-through-hole, and custom injection molded
cabling in the United States and the People's Republic of China.

CirTran Corporation incurred a net loss of $922,297 on $2.1
million of net sales in the three months ended March 31, 2010,
compared with a net loss of $2.25 million on $1.9 million of net
sales during the same period a year ago.

The Company's balance sheet at March 31, 2010, showed
$13.04 million in total assets, $19.9 million in total
liabilities, and a stockholder's deficit of $6.88 million.


CITY CAPITAL: Delays Filing of Form 10-Q for June 30 Quarter
------------------------------------------------------------
City Capital Corp. said it could not timely file its quarterly
report on Form 10-Q for the period ended June 30, 2010, with the
Securities and Exchange Commission.

                        About City Capital

Franklin, Tenn.-based City Capital is a professional management
and diversified holding company engaged in leveraging investments,
holdings and other assets to build value for investors and
shareholders.

After auditing the Company's financial results in 2008 and 2009,
Spector & Associates LLP expressed substantial doubt about City
Capital Corporation's ability as a going concern.  The firm noted
that the Company has recurring losses, substantial accumulated
deficit and negative cash flows from operations.

The Company's balance sheet at Dec. 31, 2009, showed $2,997,088 in
total assets, $9,820,316 in total liabilities, and a stockholder's
deficit of $6,674,519.


COLTS RUN: Hearing on PNC Plea for Ch11 Trustee Moved to Sept. 14
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until September 14, 2010, at 10:30 a.m., the hearing
on the motion to appoint a Chapter 11 trustee in the case of Colts
Run, LLC.  The hearing will be held at Courtroom 644, 219 South
Dearborn, Chicago, Illinois.

As reported in the Troubled Company Reporter on July 2, 2010,
secured creditor, PNC Bank, National Association, sought for the
appointment of a Chapter 11 trustee, citing that the Debtor:

   a. failed to pay real estate taxes, requiring PNC to pay those
      taxes to avoid the imposition of a tax lien;

   b. withdrew funds from the security deposit accounts, in
      violation of applicable law;

   c. failed to make any payment on account of its indebtedness to
      PNC from February 1, through the petition date; and

   d. notwithstanding the foregoing, made a distribution to
      holders of equity interests.

According to PNC, these derelictions of the Debtor's
responsibilities constitute incompetence, or gross mismanagement;
more likely, they evidence fraud and dishonesty.

                       About Colts Run, LLC

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
bankruptcy 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.


COLTS RUN: Files Full-Payment Reorganization Plan
-------------------------------------------------
Colts Run, LLC, submitted to the U.S. Bankruptcy Court for the
Northern District of Illinois a proposed Plan of Reorganization
and an explanatory Disclosure Statement.

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan provides that
distributions under the Plan will be made from cash deposits
existing at the confirmation and from proceeds realized from the
continued operation of the Debtor's business.  The Debtor does not
intend to liquidate any if its assets in order to make the
payments.  If necessary, at the point of the balloon payment
coming due to PNC, the Debtor may borrow the funds sufficient to
make the balloon payment.

Under the Plan, the Debtor intends to treat claims as:

1. PNC Bank, National Association -- under Class 1 -- will receive
   or retain:

   a) its lien on the real and personal property owned by the
      Debtor, to the same extent and with the same validity as it
      had on the petition date, until the allowed Class 1 claims
      are paid in full;

   b) interest on its allowed claim until fully paid at the
      prepetition, non-defaulted contract rate, payable in 59
      monthly installments; and

   c) payment of the unpaid balance of the allowed Class 1 claim.

2. GMAC Claim -- under Class 4 -- will be paid in full in cash.

3. Unsecured creditors -- under Class 5 -- will receive 100% of
   the allowed amount of their claims plus an interest of 5% per
   annum.

4. The Debtor's members (i) Ivan Djurin and (ii) The Teresa M.
   Baldwin Trust, will retain their respective equity interest in
   the Debtor after confirmation of the Plan.

Holders of claims in Classes 1 and 5 are considered impaired and
are required to vote on the Plan.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/ColtsRunDS.pdf

The Debtor is represented by:

     David K. Welch, Esq.
     Arthur G. Simon, Esq.
     Scott R. Clar, Esq.
     Jeffrey C. Dan, Esq.
     Crane, Heyman, Simon, Welch & Clar
     135 South LaSalle Street, Suite 3705
     Chicago, IL 60603
     Tel: (312) 641-6777
     Fax: (312) 641-7114

                       About Colts Run, LLC

Lake Forest, Illinois-based Colts Run, LLC, owns and operates a
residential apartment project located in Lexington, Kentucky,
known as the Colts Run Apartments.  The Company filed for Chapter
11 bankruptcy 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.


COMPLIANCE SYSTEMS: Busy With Acquisition, Delays Form 10-Q
-----------------------------------------------------------
Compliance Systems Corporation said it could not timely file its
quarterly report on Form 10-Q for the period ended June 30, 2010,
with the Securities and Exchange Commission.

The company said it recently completed the acquisition of another
business and has had preliminary discussions with a third company
regarding a possible transaction not in the ordinary course of the
Company's business.  The need to integrate such acquired business'
operations and administrative and accounting structure with the
business and administrative and accounting structure of the
company's ongoing operations and management structure, as well as
the discussions with the other company, have caused the company's
management to devote a portion of their time to such activities
that otherwise would have been directed towards the timely filing
of the company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2010.   Accordingly, the Company is unable
to file the subject Form 10-Q on a timely basis without
unreasonable effort and expense.

The Company said it expects a net loss of about $580,000, on
revenues of $317,000, for the fiscal quarter ended June 30, 2010,
as compared to a net loss of $373,658, on revenues of $277,777,
for the fiscal quarter ended June 30, 2009.

                     About Compliance Systems

Headquartered in Glen Cove, New York, Compliance Systems
Corporation operates its principal businesses through two of its
subsidiaries, Call Compliance, Inc. and Execuserve Corp.

Call Compliance helps telemarketing operators ensure compliance in
the highly regulated, strictly enforced Do-Not-Call and other
telemarketing guidelines environment.  Execuserve provides
organizations, who are hiring employees, with tests and other
evaluation tools and services to assess and compare job
candidates.

The Company's balance sheet at March 31, 2010, showed $1,715,885
in assets, $4,207,631 of liabilities, and a stockholders' deficit
of $2,491,746.

The Company has suffered continued losses from operations since
its inception and incurred a net loss of $653,045 for the three
months ended March 31, 2010.  The Company had stockholders'
deficiencies of $2,491,746 and $2,297,933 and working capital
deficiencies of $3,615,564 and $2,147,255 at March 31, 2010, and
December 31, 2009, respectively.  "The prolonged trend of net
losses incurred over the last six fiscal years raises substantial
doubt about the Company's ability to continue as a going concern,"
Compliance Systems said in its Form 10-Q for the first quarter
ended March 31, 2010.


CONSPIRACY ENTERTAINMENT: Delays Form 10-Q for June 30 Quarter
--------------------------------------------------------------
Conspiracy Entertainment Holdings Inc. said it could not timely
file its quarterly report on Form 10-Q for the period ended June
30, 2010, with the Securities and Exchange Commission because the
compilation, dissemination and review of the information required
to be presented in the report for the relevant period has imposed
time constraints.

             About Conspiracy Entertainment Holdings

Based in Santa Monica, California, Conspiracy Entertainment
Holdings, Inc., develops, publishes and markets interactive
entertainment software.  The Company currently publishes titles
for many popular interactive entertainment hardware platforms,
such as Sony's PlayStation, Nintendo 64 and Nintendo's Game Boy
Color and Game Boy Advance as well as the next generation hardware
platforms such as Sony's PlayStation 2, Sony's PSP, Nintendo
GameCube, Nintendo's DS, Microsoft's Xbox, and also for the PC.

                          *     *     *

The Company's balance sheet at March 31, 2010, showed $4.1 million
in total assets, $9.1 million in total liabilities, and a
stockholders' deficit of $4.9 million.


CRYOPORT INC: Form 10-Q Not Filed After Stock Placement Delayed
---------------------------------------------------------------
Cryoport Inc. said it could not timely file its quarterly report
on Form 10-Q for the period ended June 30, 2010, with the
Securities and Exchange Commission.

On Aug. 10, 2010, the Company signed agreements with various
institutional investors and accredited investors for a private
placement of common stock and warrants to purchase common stock
with estimated net proceeds of approximately $3.0 million.

Subsequent to the signing of the agreements but prior to the
closing of the financing, the Company determined that certain
anti-dilution provisions added to the form of purchase agreement
and form of warrant at the request of certain institutional
investors prior to their execution would trigger a default under
the securities purchase agreements entered into by the Company in
connection with its prior debenture financings in October 2007 and
May 2008.

Consequently, the Company has delayed the closing of the private
placement while it negotiates an amendment to the terms of the
private placement such that no default is triggered under the
securities purchase agreements relating to the prior debenture
financings.  Because the private placement transaction constitutes
a material subsequent event to the Company's quarterly financial
statements for the period ended June 30, 2010, the Company is not
able to timely file its Form 10-Q for the quarter ended June 30,
2010 pending the negotiation with, and execution by, the investors
of the amendment.  The Company expects the amendment to be
finalized, and the closing of the private placement to occur,
later this week.

                           Going Concern

KMJ Corbin & Company LLP expressed substantial doubt against
CryoPort Inc.'s ability as a going concern.  The firm noted that
the Company has incurred recurring losses and negative cash flows
from operations since inception.  Although the Company has working
capital of $1,994,934 and cash and cash equivalents balance of
$3,629,886 at March 31, 2010, management has estimated that cash
on hand, which include proceeds from the offering received in the
fourth quarter of fiscal 2010, will only be sufficient to allow
the Company to continue its operations only into the second
quarter of fiscal 2011.

                       About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0o Celsius.


CYTOMEDIX INC: Widens Net Loss to $1.8MM in 2nd Qtr. 2010
---------------------------------------------------------
Cytomedix, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.8 million on $1.1 million of revenue
for the three months ended June 30, 2010, compared with a net loss
of $886,794 on $569,306 of revenue for the same period of 2009.

The Company's balance sheet at June 30, 2010, showed $8.7 million
in total assets, $5.9 million in total liabilities, and a
shareholders' equity of $2.8 million.

As reported in the Troubled Company Reporter on April 1, 2010,
PricewaterhouseCoopers LLP, in McLean, Va., 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 of the
Company's recurring losses from operations and insufficient
liquidity.

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

               http://researcharchives.com/t/s?69a9

Rockville, Md.-based Cytomedix, Inc., is a biotechnology company
that develops, sells, and licenses regenerative biological
therapies, to primarily address the areas of wound care,
inflammation, and angiogenesis.


DELPHI CORP: Court Allows Retirees' Filing of Complaint
-------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York confirmed that a second amended
complaint filed by Dennis Black, Charles Cunningham, Kenneth
Hollis, and the Delphi Salaried Retiree Association does not
violate the Modified First Amended Joint Plan of Delphi Corp. and
its debtor affiliates and the related July 30, 2009 confirmation
order, the order on General Motors Company's Motion to Dismiss
Complaint or any other order based on the representations made by
the Salaried Retirees on the record at the hearing on the Amended
Motion.

The second amended complaint relates to the action commenced by
the Salaried Retirees against Pension Benefit Guaranty
Corporation before the U.S. District Court for the Eastern
District of Michigan.

The right of DPH Holdings Corp. and its affiliates to argue that
the Salaried Retirees are judicially estopped from taking any
action inconsistent with their representations at the hearing is
fully preserved, as are the Reorganized Debtors' arguments
concerning equitable mootness as to any reinstatement or
restoration of the Salaried Plan to the Reorganized Debtors,
Judge Drain averred.  Similarly, the Salaried Retirees retain
their right to defend against any estoppel or mootness arguments
by the Reorganized Debtors except with respect to the
representations or as waived by them at the Hearing or otherwise,
Judge Drain added.

Judge Drain ruled the stipulation between the Salaried Retirees
and the Reorganized Debtors dated September 11, 2009, lifting the
automatic stay in connection with the Michigan Action, remains in
full force and effect, including the parties' rights under that
stipulation.

The parties protected by the injunction under the Modified Plan
retain all of their rights to challenge any effort by any person
to impose, directly or indirectly, any liability on any of the
Protected Parties on account of or in connection with the
Salaried Pension Plan, including all rights under any prior order
of the Bankruptcy Court, any other applicable law, or at common
law, Judge Drain said.

                    Lawmakers Ask GAO to Probe
                      Delphi Pension Matters

U.S. Representative John Boehner and U.S. Senator Roger Wicker
want the Government Accountability Office to conduct a non-
partisan, independent analysis of the federal financial
assistance provided to General Motors Corporation and its
treatment of certain Delphi retirees, according to an August 9
public statement.

In their request to Gene Dodaro, GAO's Acting Comptroller
General, the lawmakers wrote, "In light of the complexity that
not all Delphi retirees and the role of GM and the U.S.
Department of the Treasury in the Delphi case, we are concerned
that not all Delphi retirees were treated equitably and that the
process lacked transparency."

The GAO is expected to begin the report in the coming months.

In response, GM said in a public statement, "We appreciate how
difficult it is for Delphi salaried employees and retirees to
have their pension taken over by PBGC.  However, the new General
Motors Company is not in a position to fund these pension
liabilities a second time," Barry B. Burr of Pensions &
Investments reports.

GM further stated in its public statement that unlike the
situation with the salaried pension plan, the Delphi hourly
pension plan was not fully funded when Delphi became an
independent company.  GM continued that as part of required
colletive bargaining, it committed to the UAW that it would
guarantee the level of hourly pension benefits in the event the
Delphi hourly pension plan became frozen or terminated.

Chuck Young, GAO's managing director told Pensions & Investments
that "it usually takes the GAO a few weeks to review the request
and make a determination."

To show his further support, U.S. Representative Christopher Lee
disclosed recent steps he has undertaken to continue the fight
for fair and equitable treatment for all Delphi workers and
retirees, according to an August 4 public statement.

Mr. Lee specifically participated in the U.S. House of
Representative's Financial Services Subcommittee on Oversight and
Investigations field hearing investigating the unfair treatment
of Delphi workers and retirees on July 30, 2010.  On the same
day, the Washington Times published Mr. Lee's article calling on
President Obama to "speak up for Delphi's retirees and help those
who have been left aside during the restructuring of the American
auto industry."  Mr. Lee also introduced legislation in the House
of Representatives on July 30, that requires the Auto Task Force,
Pension Benefit Guaranty Corporation and the Treasury Department
to provide all relevant information to the GAO on their decision
regarding Delphi Salaried Retirees.

Mr. Lee also sent a letter on August 3, 2010, to Neil Barofsky,
special inspector general for the Troubled Asset Relief Program,
asking him to "conduct an official investigation" into the
suspect timing of the PBGC's involuntary resolution of Delphi's
pension plans and subsequent expedited bankruptcy of GM, the
PBGC's release of its liens on Delphi assets that could have
helped bolster Delphi's salaried pension plan and other important
issues.

A report by the Dayton Daily News relates that U.S Representative
Mike Turner supports Mr. Lee's request for investigation by the
SIGTARP.  Mr. Turner particularly questions (i) why certain
Delphi assets were not liquidated to answer pension obligations;
and (ii) why the federal government chose to treat certain
classes of retirees differently, according to the news source.
"They used taxpayer dollars to own 60% of GM and did it on the
backs of the Delphi retirees," Mr. Turner was quoted by the
Dayton Daily News as saying.

            Retirees Seek Help From U.S. Rep. Frank

To rally more support for their cause, the Delphi salaried
retirees tried to make their case for pension and health care to
one of the most powerful men in Washington, U.S. Representative
Barney Frank, according to Larry Ringler of the Tribune
Chronicle.

Bruce Gump, chairman of the Warren Legislative Group in the DSRA
told Mr. Ringler, "It is important to use that we have the chance
to speak with him and make some recommendations about how to use
TARP funds in the future."  Mr. Gump further noted that Retirees
are also concerned about their health care through the federal
Health Coverage Tax Credit, which will return to lower levels at
year-end unless Congress acts, according to the report.

Retirees attended the Democrat Party's annual Chairman's Dinner
in Ohio, in which Mr. Frank was a speaker on August 12, 2010, the
Tribune Chronicle notes.

Mr. Frank, however, told the Delphi salaried retirees not to bank
on government funding aid for their pensions, citing that their
legal action against the PBGC is their only option, the Tribune
Chronicle relates in a subsequent report.

"Congress just voted to refuse any more expenditure out of the
TARP.  I don't think they'll find there's a majority in Congress
to fund this.  I'm afraid the court is their only option," Mr.
Frank was quoted by Tribune Chronicle as saying.

According to Mr. Frank, House Democrats in 2008 passed a bill
that he believes would have been fairer to the salaried retirees,
however, the Republican-controlled Senate objected to the bill
because it paid employees too much, the Tribune Chronicle
relates.

In other news, about 125 DSRA members protested before GM's
headquarters building in Detroit, Michigan, coinciding with
President Obama's visit to the "Motor City" on July 30, 2010,
according to the DSRA's Web site.   The protestors asserted that
"up to 70% of Delphi salaried pensions had been unfairly taken
away by the government restructuring in bankruptcy and forced
into the PBGC," DSRA noted in its Web site.

                        About Delphi Corp.

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

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

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DELPHI CORP: Wiegel Tool Asks for Wants Relief From Plan Order
--------------------------------------------------------------
In September 2007, Delphi Corp. and its units filed a complaint
under seal against Wiegel Tool Works, Inc., seeking to recover
alleged preferential transfers totaling $3,590,074.  The Complaint
against Wiegel was served on Wiegel on April 1, 2010, two and a
half years later, Patrick J. Orr, Esq., at Klestadt & Winters,
LLP, in New York -- porr@kledstadt.com -- tells the Court.

To Wiegel's knowledge, only one of its contracts has been rejected
under the Modified First Amended Joint Plan of Reorganization, Mr.
Orr notes.  The July 30, 2010 confirmation order to the Modified
Plan ratified the cure claim amounts for contracts assumed under
the Modified Plan.  Notably, at the time the Debtors submitted
their proposed cure amounts, they had already filed their lawsuit
against Wiegel, but had not factored the amounts at issue in that
lawsuit into their cure schedule, he points out.

Against this backdrop, Wiegel asks the Court to grant it relief
from the Plan Modification Order to allow it to assert an
administrative expense claim in an amount equal to the transfers
sought to be avoided by the Debtors under the Complaint that
relate to the Assumed Contracts.

The Plan Modification Order rendered the assumption of the Wiegel
Contracts effective, and ratified the Debtors' proposed cure
schedule for those contracts, without making any provision for
the substantial, additional amounts that would be owed to Wiegel
if the Debtors prevailed in the Complaint, Mr. Orr complains.

Had Wiegel been apprised of the filing of the Complaint, Wiegel
would have taken the appropriate steps to preserve these
indemnification and reimbursement rights, Mr. Weigel contends.
Wiegel would have objected to the Debtor's proposed cure
schedule, and asked that any cure obligation include the amounts
at issue in the Complaint, he asserts.

Mr. Orr further argues that the Debtors' assumption of the Wiegel
Contracts should preclude them from establishing the portion of
their prima facie case against Wiegel pursuant to Section
547(b)(5) of the Bankruptcy Code.  Payments made to Wiegel should
not be recoverable as preferences because had those payments not
been made and received prepetition, Wiegel would nevertheless
have been entitled to those amounts as part of the approved cure
amounts of the Assumed Contracts, Mr. Orr contends.

                        About Delphi Corp.

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

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

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DENNY HECKER: May Be Evicted From Medina Home Under Accord
----------------------------------------------------------
Melanie Cohen, writing for Dow Jones Newswires, reports that
bankruptcy judge Robert Kressel on Wednesday endorsed an agreement
between Denny Hecker's trustee, Randall Seaver, and former Hecker
business partners Maurice Wagener and Palladium Holdings.  The
agreement calls for evicting Mr. Hecker from his Medina, Minn.,
home and putting the house up for sale while a lawsuit filed by
Seaver last month against Wagener and Palladium proceeds,
according to the Star Tribune.

The report notes Mr. Wagener and his car dealership bought the
property, worth about $1.8 million, out of foreclosure late last
month and then transferred the title to Palladium, which is
affiliated with Hecker investing partner Koch Group.  Mr. Seaver
wanted the court to get rid of that deal and instead put the house
in Mr. Hecker's bankruptcy estate.

According to the report, Mr. Hecker objected to the settlement,
noting that he'd paid earlier in July an $861 judgment he owed to
Palladium as interest. Because he paid that judgment, Mr. Hecker
said, Palladium was no longer a creditor and had no right to take
the property out of foreclosure. "None of the parties to the
supposed settlement agreement has the immediate right to
possession of the real property," Mr. Hecker said.

The report also says Judge Kressel on Wednesday denied motions to
dismiss a lawsuit brought by Mr. Seaver against Mr. Hecker in
June.  According to the Star Tribune, the suit portrayed
Cornerstone Bank, Royal Jewelers and Richard Olson, who partially
owns the companies, as insiders who got special treatment because
Mr. Hecker is friends with Mr. Olson.  The companies objected to
the portrayal, but Judge Kressel rejected the claim.

                        About Denny Hecker

Dennis E. Hecker owned and operated dozens of auto dealerships,
car rental franchises, and other businesses until 2009. He filed a
voluntary chapter 7 petition (Bankr. D. Minn. Case No. 09-50779)
on June 4, 2009, after his auto empire collapsed into bankruptcy.

Chrysler Financial filed a dischargeability action (Bankr. D.
Minn. Adv. Pro. No. 09-5019) on July 8, 2009.  Chrysler Financial
alleged that $83 million of $350 million owed is nondischargeable
under 11 U.S.C. Sec. 523(a) because Mr. Hecker allegedly obtained
it through the use of false pretenses, false representations,
fraud, defalcation, and embezzlement.  The Honorable Robert J.
Kressel granted Chrysler Financial's motion for sanctions and
ordered $83 million of the judgment against Mr. Hecker, together
with accrued interest, not dischargeable in the Chapter 7
bankruptcy case.


EDUCATION MANAGEMENT: S&P Affirms 'BB-' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Pittsburgh, Pa.-based for-profit post-secondary
school operator Education Management LLC.  At the same time, S&P
revised the rating outlook to stable from positive.

All related issue-level and recovery ratings on the company's debt
issues remain unchanged.

The outlook revision to stable follows the notice of proposed
rulemaking on gainful employment published by the U.S. Department
of Education, recommending measures under which post-secondary
educational programs would remain eligible for federal loans to
students under Title IV funding.  Among these conditions is a
proposed requirement that post-secondary programs demonstrate
federal student loan principal repayment rates at certain
thresholds.  On Aug. 13, 2010, the DoE published certain data on
student loan repayment rates.  Certain of Education Management's
schools had repayment rates that fell below the threshold for
retaining Title IV funding eligibility, based on the current
measure of repayment rates and relevant thresholds proposed by the
DoE.  The company contends, among other things, that the formula
for principal repayment proposed by the DoE excludes numerous
alternative loan payment and deferment plans that permit borrowers
to remain current on their federal student loans without making a
principal payment.  The DoE has indicated that after a comment
period ending Sept. 9, 2010, it plans to finalize the new
regulations by Nov. 1, 2010, with implementation beginning July 1,
2011.

"Although the final DoE rules have not yet been determined, S&P
acknowledge the possible intermediate-term impact on Education
Management's enrollment and cash flow," noted Standard & Poor's
credit analyst Deborah Kinzer.  "S&P's outlook revision to stable
also reflects a higher degree of regulatory risk in the rating
than S&P had previously assumed."

S&P's 'BB-' rating reflects Education Management's dependence on
federal student loan programs, its good business position in the
for-profit post-secondary education market, and declining debt
leverage resulting from strong operating performance and debt
repayment from the proceeds of its October 2009 IPO.  Education
Management operates 101 campuses in 31 states and one Canadian
province, offering programs in career-oriented disciplines.
Enrollment totaled about 139,000 as of July 2010.  About 60% of
students are enrolled in bachelor's, master's, and doctorate
programs, while the rest are in associate's degree and certificate
programs.


EXTENDED STAY: Court Rejects $7.63MM Reimbursement for Starwood
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
junked a motion by Extended Stay Inc. to reimburse the Starwood
Capital group as much as $7,629,504, for its expenses.

The Starwood group was one of the bidders that proposed to fund
the restructuring plan for ESI's 74 affiliates, but lost to a
consortium of investors composed by Centerbridge Partners LP,
Paulson & Co., and Blackstone Real Estate Associates VI L.P.  An
agreement, however, with the Starwood investors requires ESI to
reimburse the group for its expenses in case the company accepts
another bid.

In a 2-page order, Judge James Peck said there was "lack of cause
shown" for granting the proposed reimbursement.  Judge Peck also
said approval of the reimbursement would constitute a use of the
trust which holds the cash collateral.

ESI's $4.1 billion pre-bankruptcy mortgage loan is deposited in a
trust administered by U.S. Bank.

The proposed reimbursement earlier drew opposition from CWCapital
Asset Management LLC, special servicer for U.S. Bank.  CWCapital
argued that only the winning bidder is entitled to reimbursement
of expenses under the Court-approved bid process.

In a related development, the Starwood group is set to take an
appeal of the Bankruptcy Court's denial order.

                        About Extended Stay

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

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

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


EXTENDED STAY: Proposes ESA Canada as Foreign Representative
------------------------------------------------------------
Extended Stay Inc. and its affiliated debtors ask U.S. Bankruptcy
Judge James Peck to authorize ESA Canada Trustee Inc. as their
foreign representative in Canada.

The move came after U.S. Bank N.A. filed liens and security
interests against Extended Stay's assets in Canada on account of
the Bank's claims, which stemmed from a $4.1 million mortgage
loan obtained by the Debtors prepetition.

Extended Stay operates three hotels in Newfoundland and Ontario,
which are being managed by HVM Canada Hotel Management ULC.

If approved by the Bankruptcy Court, ESA Canada, one of Extended
Stay's affiliated debtors, would apply to a Canadian court for
recognition of their bankruptcy cases as "foreign main
proceedings," according to Jacqueline Marcus, Esq., at Weil
Gotshal & Manges LLP, in New York.

Ms. Marcus says a recognition from the Canadian court of the
proceedings is necessary for the implementation of Extended
Stay's restructuring plan for its affiliated debtors.

"In order to effectuate the terms of the Plan and comply with
their obligations to the sponsors, the Debtors are required to
deliver their Canadian assets free and clear of liens," Ms.
Marcus says.

Under Canada's Companies' Creditors Arrangement Act, once the
recognition is granted, lawsuits are stayed and creditors are
prevented from seizing the assets of a company that is seeking
recognition.

Ms. Marcus says the foreign representative would also seek an
order from a Canadian court to enforce the Bankruptcy Court
ruling, which confirmed the Plan in order to discharge liens on
Extended Stay's properties in Canada.

The Bankruptcy Court will consider approval of Extended Stay's
request at the hearing scheduled for August 26, 2010.  Deadline
for filing objections is August 25.

                        About Extended Stay

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

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

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


EXTENDED STAY: Wants Plan Filing Exclusivity Until Dec. 15
----------------------------------------------------------
Extended Stay Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
the period during which only they can file a Chapter 11 plan and
solicit votes for that plan.

Extended Stay wants its exclusivity deadline extended through
December 15, 2010, from the current deadline of September 16,
2010.

The exclusivity extension, if approved, would give Extended Stay
and sponsors of the Company's Chapter 11 Plan enough time to take
all steps required for the Plan's effective date to occur,
according to Jacqueline Marcus, Esq., at Weil Gotshal & Manges
LLP, in New York.

Extended Stay's Plan was confirmed by Judge James Peck on
July 20, 2010, paving the way for the Company's 74 affiliated
debtors to emerge from bankruptcy protection.

The confirmed Plan provides for the sale of Extended Stay's chain
of hotels to an investment consortium composed by Centerbridge
Partners LP, Paulson & Co. and Blackstone Real Estate Associates
VI L.P.  It calls for the consortium to pay $3.925 billion for
the ownership of Extended Stay's hotels and to contribute
certificates representing interests in a $4.1 billion mortgage
debt for the equity of Extended Stay's affiliated debtors.
Proceeds from the sale will be used to pay down the pre-
bankruptcy billion dollar mortgage debt.

Extended Stay Inc. is not included in the sale block; its estate
would be wound down pursuant to a liquidating plan or another
arrangement to be agreed to by the Company, CWCapital Asset
Management and the Official Committee of Unsecured Creditors.

Ms. Marcus says the proposed exclusivity extension would also
give enough time for CWCapital and the Creditors Committee to
determine "how best to wind down the estate of [Extended Stay
Inc]."

CWCapital is the special servicer of U.S. Bank N.A., which
administers the trust where Extended Stay's $4.1 billion pre-
bankruptcy mortgage loan is deposited.

Judge Peck will consider approval of the proposed extension at a
hearing scheduled for September 23, 2010.  Deadline for filing
objections is September 17, 2010.

                        About Extended Stay

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

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

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


ECHO THERAPEUTICS: Incurs $535,600 Net Loss in Q2 Ended June 30
---------------------------------------------------------------
Echo Therapeutics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $535,561 on $264,119 of revenue for the
three months ended June 30, 2010, compared with a net loss of
$6.8 million on $121,032 of revenue for the same period of 2009.

During the three months ended June 30, 2009, the Company recorded
a loss on extinguishment of debt in the amount of roughly
$1.8 million relating to the retirement of Senior Secured Notes.
Additionally, the Company recorded a loss on extinguishment of
debt in the amount of $32,000 relating to the Senior Secured
Notes.  There was no loss on extinguishment of debt in the three
months ended June 30, 2010.

The derivative gain on warrants subject to "down round" provisions
for the three months ended June 30, 2010, amounted to $375,948.
The derivative loss on warrants subject to "down round" provisions
for the three months ended June 30, 2009, amounted to
$3.7 million.

The Company's balance sheet as of June 30, 2010, showed
$10.7 million in total assets, $2.4 million in total liabilities,
and a stockholders' equity of $8.3 million.

As reported in the Troubled Company Reporter on April 6, 2010,
Wolf & Company, P.C., 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 the Company has
suffered recurring losses from operations, has a significant
accumulated deficit, has a significant working capital deficit and
has been unable to raise sufficient capital to fund its
operations.

The Company acknowledges in its 10-Q that through June 30, 2010,
it has not been able to generate sufficient revenues from
operations to cover costs and operating expenses.

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

               http://researcharchives.com/t/s?699a

Franklin, Mass.-based Echo Therapeutics, Inc. is a transdermal
medical device company with deep expertise in advanced skin
permeation technology that is initially focused on diabetes care
and needle-free drug delivery.


ECLIPS MEDIA: Posts $3.1 Million Net Loss in Q2 Ended June 30
-------------------------------------------------------------
EClips Media Technologies, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $3.1 million for the three
months ended June 30, 2010, compared with a net loss of $695,692
for the same period of 2009.  The Company had no revenues during
the three months ended June 30, 2010, and 2009, respectively.

The Company's balance sheet as of June 30, 2010, showed
$1.7 million in total assets, $2.4 million in total liabilities,
and a stockholders' deficit of $678,619.

For the six months ended June 30, 2010, the Company had a net loss
of $4.8 million and $373,820 of net cash used in operations.  At
June 30, 2010, the Company had a working capital deficiency of
$1.7 million.  Additionally at June 30, 2010, the Company had an
accumulated deficit of $29.3 million.  "These matters and the
Company's expected needs for capital investments required to
support operational growth raise substantial doubt about its
ability to continue as a going concern."

                        About EClips Media

New York City-based EClips Media Technologies, Inc., through its
wholly-owned subsidiary SD Acquisition Corp., a New York
corporation, acquired on June 21, 2010, all of the business and
assets and assumed certain liabilities of Brand Interaction Group,
LLC, a New Jersey limited liability company.  Brand Interaction
Group operates as a sports entertainment and media business
focused on promotion of fantasy league events through live events
hosted in various venues such as Las Vegas, and online, which
feature sports and media personalities, and the sale and marketing
of various sports oriented products and services.


ELEPHANT TALK: Posts $14.4MM Net Loss in Q2 Ended June 30
----------------------------------------------------------
Elephant Talk Communications, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $14.4 million on $9.7 million
of revenue for the three months ended June 30, 2010, compared with
a net loss of $2.7 million on $11.3 million of revenue for the
same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$41.4 million in total assets, $56.3 million in total liabilities,
and a stockholders' deficit of $14.9 million.

As reported in the Troubled Company Reporter on April 7, 2010,
BDO Seidman, LLP expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial statements for the year 2009.  The independent
auditors noted that the Company incurred a net loss of $17.4
million, used cash in operations of $5.4 million and had an
accumulated deficit of $62.3 million.

In its latest 10-Q, the Company discloses that if it is unable to
secure additional capital, as circumstances require, or does not
succeed in meeting its sales objectives it may not be able to
continue operations.

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

               http://researcharchives.com/t/s?69a3

Based in Schiphol, The Netherlands, Elephant Talk Communications,
Inc. is an international provider of business software and
services to the telecommunications and financial services
industry.  Elephant Talk installs its operating software at the
network operating centers of mobile carrier and receives a fee per
month per cell phone subscriber on the network.  Currently the
subscribers are wholesale customers of Vizzavi (a subsidiary of
the Vodafone group) in Spain and T-Mobile in the Netherlands.  The
Company also operates landline telephony services in nine European
countries and Bahrain.


FORBES MEDI-TECH: Posts C$917,700 Net Loss in Q2 Ended June 30
--------------------------------------------------------------
Forbes Medi-Tech Inc. reported on August 16, 2010, its
consolidated financial statements for the second quarter ended
June 30, 2010.  The financial statements have been reviewed by the
Company's auditors, KPMG LLP.

The Company reported a net loss of C$917,675 on $1.7 million of
revenue for the three month period ended June 30, 2010, compared
with net income of C$113,029 on $1.0 million of revenue for the
same period of 2009.

The Company's balance sheet at June 30, 2010, showed $3.0 million
in total assets, $2.3 million in total liabilities, and a
stockholders' equity of $668,308.

As reported in the Troubled Company Reporter on April 14, 2010,
KPMG LLP, in Vancouver, B.C., expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has an accumulated deficit as of
December 31, 2009.

The Company discloses in its Form 6-K that there are sufficient
financial resources to finance operations only through the thrid
quarter of 2010.

A full-text copy of the Q2 financial statements for the period
ended June 30, 2010, is available for free at:

               http://researcharchives.com/t/s?69a6

A full-text copy of the Q2 Management Discussion and Analysis for
the period ended June 30, 2010, is available for free at:

               http://researcharchives.com/t/s?69a7

Based in Vancouver, British Columbia, Canada, Forbes Medi-Tech
Inc. (OTC BB: FTMI) -- http://www.forbesmedi.com/-- is a life
sciences company focused on evidence-based nutritional solutions.
Forbes is a provider of value-added products and cholesterol-
lowering ingredients for use in functional foods and dietary
supplements.  Forbes successfully developed and commercialized its
Reducol(TM) plant sterol blend, which has undergone clinical
trials in various matrices and has been shown to lower "LDL"
cholesterol levels safely and naturally.


FREDERICK BERG: Judge to Appoint Independent Trustee
----------------------------------------------------
Eric Pryne at The Seattle Times reports that a federal bankruptcy
judge said an independent trustee will be appointed to take
control of the bankruptcy case of Frederick Darren Berg's
companies and personal assets.

According to the report, investors asserted that there is
compelling evidence of fraud and dishonesty by Mr. Berg.
Investors cited that an entity created by Mr. Berg called CS Note
Holdco raised more than $4 million last fall to buy mortgage-
backed securities.

Mr. Berg has retained control of his assets, including five bus
companies, while under bankruptcy.

Mr. Pryne, citing papers filed with the court, a trustee is needed
because some of the $200 million they invested was used for
purpose having nothing to do with the fund including a lavish
lifestyle for Mr. Berg.

                       About Frederick D. Berg

Frederick D. Berg filed for Chapter 11 on July 27, 2010 (Bankr.
W.D. Wash. Case No. 10-18668), estimating assets of more than
$10 million, and liabilities of between $1 million and $10
million.  The filing came after lawyers for one group of
investors, armed with a court order and accompanied by sheriff's
deputies, began seizing personal possessions at Berg's Mercer
Island home and downtown Seattle condo.


FUSION TELECOMMUNICATIONS: Posts $1.6 Million Net Loss in Q2 2010
-----------------------------------------------------------------
Fusion Telecommunications International, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $1.6 million for the
three months ended June 30, 2010, compared with a net loss of
$3.0 million for the same period of 2009.

The Company reported consolidated revenues of $9.7 million for the
quarter ended June 30, 2010, an increase of 12.8% when compared to
revenues of $8.6 million for the second quarter of 2009.

Commenting on the results, Matthew Rosen, Chief Executive Officer
of Fusion, said, "I am very pleased that the second quarter of
2010 showed further progress in achieving the financial objectives
we have set for reaching profitability.  Our gross margin, SG&A
expenses, and adjusted EBITDA performance all continued to
improve.  We believe that future revenue and margin growth in both
business segments, coupled with ongoing expense management, will
position us well for continued improvement in financial results."

The Company's balance sheet as of June 30, 2010, showed
$6.3 million in total assets, $13.0 million in total liabilities,
and a stockholders' deficit of $6.7 million.

As reported in the Troubled Company Reporter on March 29, 2010,
Rothstein, Kass & Company, P.C., in Roseland, 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 had negative working capital
balances, incurred negative cash flows from operations and net
losses since inception, and has limited capital to fund future
operations.

In its latest 10-Q at June 30, 2010, the Company acknowledges that
it its current cash resources are not adequate to fund its
operations for the remainder of the year.  At June 30, 2010, the
Company had a working capital deficit of $8.5 million and an
accumulated deficit of approximately $142.3 million.

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

               http://researcharchives.com/t/s?699d

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

               http://researcharchives.com/t/s?699e

Headquartered in New York, Fusion Telecommunications
International, Inc. Fusion (OTC BB: FSNN) provides IP-based
digital voice and data communications services to carriers and
corporations.


GARLOCK SEALING: W.R. Grace Judge Takes Notice of Garlock Cases
---------------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware, which is handling W.R. Grace's bankruptcy
cases, took judicial notice of the Chapter 11 filing of Garlock
Sealing Technologies LLC pursuant to Rule 201 of the Federal Rules
of Evidence and Rule 9017 of the Federal Rules of Bankruptcy
Procedure.  Garlock, along with certain of its affiliates, sought
Chapter 11 protection on June 5, 2010, in the United States
Bankruptcy Court for the Western District of North Carolina.

Judge Fitzgerald's order is at the behest of David T. Austern, the
Court-appointed legal representative for future asbestos personal
injury claimants and the Official Committee of Asbestos Personal
Injury Claimants in Grace's Chapter 11 case.

Under Rule 201 of the Federal Rules of Evidence, a court may take
"judicial notice of adjudicative facts" that are "not subject to
reasonable dispute in that [they are] either (1) generally known
within the territorial jurisdiction of the trial court or (2)
capable of accurate and ready determination by resort to sources
whose accuracy cannot reasonably be questioned."  Federal Rule
201 provides that "[a] court [will] take judicial notice if
requested by a party and supplied with the necessary
information."

It is appropriate for the Court to take judicial notice of facts
contained in public records, according to Messrs. Phillips and
Hurford, citing Maritime Elec. Co. v. United Jersey Bank, 959
F.2d 1194, 1200 n.3 (3d Cir. 1991).

Garlock has objected to the confirmation of the Chapter 11 Plan
of Reorganization of Grace complaining that identifying Grace in
the Asbestos PI Channeling Injunction is not fair and equitable
because contribution demand holders receive no benefit from
Grace's trust contributions.  Garlock has asserted that Grace
must prove that its Plan will treat its co-defendants fairly and
equitably, in the same way the Plan will treat plaintiffs fairly
and equitably.

Garlock is a defendant in lawsuits where asbestos personal injury
claimants allege that Garlock's products contributed to their
injuries.  The same claimants also named Grace as a defendant and
alleged that Grace's products contributed to their asbestos
injuries as well.  A majority of the individuals who claim to
hold Asbestos PI Claims against Grace have asserted claims
against Garlock alleging that Garlock contributed to their
injuries as well.  Garlock asserts indirect claims for
contribution and indemnity for asbestos personal injury claims
against Grace.

In a July 22 investor call, Grace CEO Alfred Festa disclosed that
he has no information to forecast the timing of the confirmation
order of Grace's Plan but stated that the company is spending the
time preparing for emergence, so that it may "exit as soon as it
can."

                      About Garlock Sealing

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

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

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

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

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

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL DATACOMM: Scarce Funding Spurs Going Concern Doubt
----------------------------------------------------------
General DataComm Industries, Inc.'s balance sheet at June 30,
2010, showed total assets of $5,443,000, total liabilities of
$48,668,000 and a stockholders' deficit of $43,025,000.

For three months ended June 30, the Company posted net loss of
$959,000 compared with net loss of $1,056,000 for the same period
ended June 2009.

For nine months ended June 30, the Company posted net loss of
$3,205,000 compared with net loss of $4,217,000 for the same
period ended 2009.

The Company related that the financial statements for three and
nine months ended June 30, were not reviewed by an independent
public accounting firm due to its inability to pay for the review.

The Company noted that it has no current ability to borrow
additional funds except as may be provided pursuant to a
receivable sales agreement with a related party.  It must,
therefore, fund operations from cash balances, cash generated from
operating activities including the sale of its accounts receivable
and any cash that may be generated from the sale of non-core
assets as real estate and other assets.  In addition, at June 30,
the Company had a working capital deficit of approximately
$41,200,000, including debentures in the principal amount of
$19,400,000, together with accrued interest thereon ($13,200,000),
which matured on October 1, 2008.

"These conditions raise substantial doubt about the Company's
ability to continue as a going concern," according to the Form 10-
Q.

To continue operations, the management responded by entering into
a receivable sales agreement with a related party to provide
liquidity and by implementing operational changes, including
closing its foreign offices, reducing certain salaries,
restructuring the sales force, increasing factory and office
shutdown time, constraining expenses and reducing the employee
workforce.  The Company also continues to pursue the sale or lease
of its headquarters' land and building in Naugatuck, Connecticut.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6951

                      About General DataComm

Based in Naugatuck, Connecticut, General DataComm Industries Inc.,
(OTC: GNRD) -- http://www.gdc.com/-- is a provider of networking
and telecommunications products, services and solutions.  The
Company designs, develops, assembles, markets, sells, installs and
maintains products that enable telecommunications common carriers,
corporations, and governments to build, improve and more cost
effectively manage their global telecommunications networks.

The Company's products and services are marketed worldwide through
a combination of direct sales and distribution channels.


GENERAL GROWTH: Amends Plan for Potential Blackstone Participation
------------------------------------------------------------------
General Growth Properties, Inc., and its 125 debtor affiliates
submitted to Judge Allan L. Gropper of the U.S. Bankruptcy Court
for the Southern District of New York their Second Amended Joint
Plan of Reorganization and accompanying Disclosure Statement on
August 17, 2010.  A list of the Plan Debtors is available for
free at http://bankrupt.com/misc/ggp_Aug17PlanDebtors.pdf

The 2nd Amended Plan incorporates modifications to the Investment
Agreements, treatment of Rouse Bonds, and other updates to address
objections to the Disclosure Statement filed by the Official
Committee of Unsecured Creditors and several other parties.

A hearing to consider the adequacy of the Disclosure Statement was
set on August 19, 2010.  The Court approved the Disclosure
Statement at the hearing.

              Potential Blackstone Participation

As contemplated in the Investment Agreements, REP Investments
LLC, an affiliate of Brookfield Asset Management, Fairholme
Capital Management and Pershing Square Capital will provide
$8.55 billion aggregate committed capital, including a
$6.3 billion of new equity capital at a value of $10.00 per share
of New GGP and $250 million for 5.25 million shares of Spinco
Common Stock, which the Investors may fund with Cash or the
conversion into equity of Allowed Claims of the Investors or their
affiliates.

In connection, the 2nd Amended Plan states that Blackstone Real
Estate Partners VI L.P. has entered into agreements with the
Investors, whereby Blackstone agreed to subscribe at closing for
about 7.6% of the New GGP Common Stock and Spinco Common Stock
allocated to each of the Investors and receive an allocation of
each Investor's New GGP Warrants and Spinco Warrants.  Blackstone
will pay an aggregate purchase price of about $500 million for
these shares of New GGP Common Stock and Spinco Common Stock.

Blackstone's agreements with the Investors, however, do not
relieve the Investors of their obligations prior to closing and
the Investors will be obligated to provide all of the funding
specified in the Investment Agreements in the event Blackstone
does not fund its portion of the purchase price at closing,
Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates.

GGP requires $8.395 billion to consummate the 2nd Amended Plan,
which includes the reinstatement of 5.375% Rouse Notes, 6.75%
Rouse Notes and 7.20% Rouse Notes for $1.345 billion in the
aggregate, or the issuance of New Rouse Notes.  The Plan Debtors
expect to file a motion seeking, among others, to engage
underwriters and issue a guarantee in connection to the offering
of New GGP Mandatorily Pre-Emergence Notes as part of the funding
of the Plan.

Under the 2nd Amended Plan, the number of shares of New GGP common
stock that Fairholme will purchase under the warrants is modified
from 42,587,143 to 42,857,143, with an initial exercise price of
$10.50 per share.

Ms. Goldstein further notes that Fairholme and Pershing Square
have informed GGP that they hold, and expect to tender under the
Investment Agreements as payment for New GGP Common Stock, Allowed
Claims in an amount that is greater than half of the purchase
price for the New GGP Common Stock to be sold to them on the
Closing Date.  The Allowed Claims the Investors may tender as
payment for New GGP Common Stock will include principal plus
accrued interest at the non-default rate but will not give effect
to any "make-whole" premiums or other amounts unless otherwise
paid to the relevant Class.  Fairholme held this principal debt as
of June 30, 2010:

  * Rouse 6.75% Notes totaling $28,100,000,
  * Rouse 7.20% Notes totaling $65,946,000,
  * 2006 Bank Loan totaling $876,763,346, and
  * Exchangeable Notes totaling $858,364,000.

Pershing Square has advised that it held this principal debt as of
June 30, 2010:

  * Rouse 3.625% Notes totaling $ 56,900,000,
  * Rouse 5.375% Notes totaling $68,547,000,
  * Rouse 6.75% Notes totaling $99,365,000,
  * Rouse 7.20% Notes totaling $43,000,000, and
  * Exchangeable Notes totaling $167,007,000.

The Investors do not hold any TRUPS Junior Subordinated Notes, Ms.
Goldstein says.

                   Management Updates of
                    New GGP and Spinco

The 2nd Amended Plan also discloses the addition of these
officers to serve in the executive management of New GGP:

  * Executive Vice President: Michael McNaughton
  * Vice Chairman: Robert Michaels
  * Executive Vice President of Finance: Hugh Zweig

The 2nd Amended Plan clarifies that Edmund Hoyt will serve as New
GGP's vice president and chief accounting officer, instead of
interim chief financial officer as previously reported.

As to Spinco, its interim management will be composed of:

  * Chief Executive Officer: David Arthur
  * Chief Financial Officer: Rael Diamond
  * Chief Operating Officer: Steven Ganeless

As other Spinco matters, the 2nd Amended Plan states that after
the time as Pershing Square beneficially owns less than 10% of
the Spinco Common Stock, Pershing will no longer have the right
to designate directors for election to the Spinco Board.

                  Modified Claims Treatment

Class 4.4 Rouse 8.00% Note Claims will be allowed and paid in
Cash for $200,000,000, in principal, plus accrued interest in the
modified amount from $30,667,000, to $32,472,000, as of
September 30, 2010, for a total, as of September 30, 2010, of
$232,472,000.

Similarly, Class 4.5 Rouse 3.625% Note Claims will be allowed and
paid in cash in the amount of $395,000,000 in principal, plus
accrued interest in the modified amount of $29,866,000, instead
of $29,234,000, as of September 30, 2010, for a total, as of
September 30, 2010, of $424,866,000.

Holders of Class 4.6 Rouse 5.375%, 4.7 Rouse 6.75% and 4.8 Rouse
7.20% Note Claims are entitled to:

  (a) be cured and reinstated in accordance with Section 1124 of
      the Bankruptcy Code and paid applicable interest in cash;
      or

  (b) may elect to receive, in satisfaction of their claims,
      $1,000 in principal amount of a New Class 4.6 Rouse Note,
      a New Class 4.7 Rouse Note, or a New Class 4.8 Rouse Note
      for each $1,000 principal amount of Unmatured Rouse Notes
      held by the holder; or

  (c) at the Plan Debtors' option, may receive other treatment
      other than cure and reinstatement so as to be unimpaired
      pursuant to Section 1124.

To allow the Holders of Unmatured Rouse Notes to make an election
as the New Rouse Notes, Classes 4.6, 4.7, 4.8 and 4.10 will
receive an Election Form for the purpose of making an election as
to payment and treatment.  Holders of Classes 4.4, 4.7, 4.8 and
4.10 who do not make the election will, collectively, receive, at
the Plan Debtors' option, the treatment as applicable to those
holders.

For the avoidance of doubt, in the event the Plan Debtors
determine that the holders will receive treatment other than cure
and reinstatement subsequent to a holder of a Claim making the
election for cure and reinstatement, that election will not be
binding on that holder.  In addition, regardless of which election
is made by a holder of the Claim, the Plan Debtors will pay in
cash any related outstanding reasonable Indenture Trustee Fee
Claim.  The Unmatured Rouse Notes are assumed to be reinstated,
Ms. Goldstein explains.

Under the 2nd Amended Plan, Class 4.9 2006 Bank Loan Claims will
be allowed and satisfied in full:

  (I) in cash in the aggregate principal amount of $590,000,000
      plus accrued interest in the modified amount from
      $15,178,000 to $15,364,000 as of September 30, 2010, for a
      total, as of September 30, 2010, of $605,364,000.  In
      addition, the holders of Allowed 2006 Bank Loan Revolver
      Claims shall receive interest, in Cash, on account of the
      outstanding principal amount of the Allowed 2006 Bank Loan
      Revolver Claims at a per diem rate of $28,000 from and
      after September 30, 2010, until the date of payment and

(II) the 2006 Bank Loan Term Claims will be Allowed and
      satisfied in full in Cash in the aggregate principal
      amount of $1,987,500,000 plus accrued interest in the
      modified amount from $52,214,000 to $52,870,000 as of
      September 30, 2010 for a total, as of September 30, 2010,
      of $2,040,370,000.

In response to the 2006 Lenders assertion that they are entitled
to compound interest of $3,300,000 as of September 30, 2010, the
Plan Debtors do not dispute that the Allowed Claim of the 2006
Lenders includes compound interest, however, they are still
reviewing the appropriate calculations.

Class 4.10 Exchange Note Claims will also be cured and reinstated
by payment in cash of $124,567,000, instead of $120,810,000 as
originally stated in the Plan.  Class 4.11 TRUPS Claim will be
cured and reinstated by payment of cash of $6,732,000, instead of
$6,732,000.

The Plan Debtors are soliciting all of the holders of Hughes Heirs
Obligations and are not limiting solicitation to the CSA
Representatives, Ms. Goldstein clarifies.  If the Bankruptcy Court
determines that the CSA Representatives have authority to accept
or reject the Plan on or behalf of the other holders of Hughes
Heirs Obligations then the Plan Debtors will tabulate the votes
accordingly, she notes.

Ms. Goldstein also assures the Court that based on the
assumptions for reinstatement of the Rouse Notes, Exchangeable
Notes, TRUPS Junior Subordinated Notes, GGP/Ivanhoe, Inc.
Affiliate Partner Notes, GGP/Homart II, L.L.C. Partner Notes, and
interest calculations on the 2006 Bank Loan Claims set forth in
the Sources and Uses of Cash under the 2nd Amended Plan, the
Debtors have adequate liquidity.  If one or more of those
assumptions should prove incorrect, the Debtors believe they will
be able to obtain adequate liquidity through, for example, asset
sales or additional capital sources, including through the
issuance of additional shares of common equity, she says.

In other modifications, objections to the amount of Allowed
Claims or other related amounts set forth in the Plan will be
filed with the Bankruptcy Court.  The Plan Debtors further say if
any portion of an Administrative Expense Claim or Claim is
disputed, they will make a distribution or payment on the
effective date of the 2nd Amended Plan.

Nothing in the 2nd Amended Plan or in any related confirmation
order will be deeded to limit, waive, modify or otherwise impact a
creditors' contractual or statutory right of setoff, netting or
recoupment, if any, Ms. Goldstein relates.  In the same way that
nothing in the 2nd Amended Plan will waive the obligation, if any,
of a Plan Debtor to pay any cure obligations owed under contracts
to be assumed under the 2nd Amended Plan, she adds.

Similarly, nothing in the 2nd Amended Plan or the Confirmation
Order will (i) alter the rights and obligations of the Plan
Debtors or the insurers under the insurance policies; or
(ii) modify the coverage under those policies, and all of the
Insurance Policies will continue in full force and effect
according to their terms and conditions.  Nothing in the Plan
will constitute or be deemed a waiver of (i) any cause of action
that the Plan Debtors may hold against any entity, including the
insurer, under any of the Insurance Policies; (ii) any defense by
the insurer against any entity; or (iii) any claim by the insurer
against any non-Plan Debtor party other than the persons
identified in the 2nd Amended Plan.

              SEC Investigation on Insider Trading

In other disclosures, GGP said it received notice in July 2010
that pursuant to an April 21, 2010 order, the U.S. Securities and
Exchange Commission is conducting a formal, non-public
investigation into possible violations of proscriptions on
insider trading under the federal securities laws by certain
current and former officers and directors.  The formal
investigation is the continuation of an informal inquiry that
the SEC initiated in October 2008.  GGP intends to continue to
cooperate fully with the SEC with respect to the investigation,
Ms. Goldstein notes.   While GGP cannot predict the outcome of
this investigation with certainty, based on the information
currently available to it, the company believes that the outcome
of the investigation will not have a material adverse effect on
its financial condition or results of operations, she clarifies.

                     Updates on Litigation

The 2nd Amended Plan also contains updated information relating
to the Debtors' Chapter 11 cases, including the filing of the
Motion to Issue Indemnities and Guaranties, and class action
litigation.

In class action litigation, GGP and certain individual directors
and defendants entered into settlement agreements in connection
with a (i) class action lawsuit under Employment Retirement
Income and Security Act filed by Dana Kaminske, Barak Zable, and
Jay Barnes before the U.S. District Court for the Northern
District of Illinois in November 2008; and (ii) a shareholder
class action lawsuit filed by Sharankisor Desai in the Illinois
District Court in January 2009.  Any funds owing to GGP's
plaintiffs pursuant to the settlement agreements have been or
will be paid by GGP's insurance providers, says Ms. Goldstein.
In addition, a shareholder derivative class action filed by
Catherine Austin in the Circuit Court of Cook County, Illinois
County Department, Chancery Division was dismissed with prejudice
on January 7, 2010.  Moreover, a shareholder derivative lawsuit
filed by James Young in the Circuit Court of Cook County was
stayed by the Bankruptcy Court on March 24, 2010, and as a
result, the action was placed on the suspense docket of the
Illinois District Court, in which the action is pending.

Full-text copies of the 2nd Amended Plan and Disclosure Statement
dated August 17, 2010, are available for free at:

  http://bankrupt.com/misc/ggp_Aug172ndAmPlan.pdf
  http://bankrupt.com/misc/ggp_Aug172ndAmDS.pdf

Blacklined copies of the 2nd Amended Plan and Disclosure Statement
dated August 17, 2010, are available for free at:

  http://bankrupt.com/misc/ggp_Aug172ndAmPlan_blacklined.pdf
  http://bankrupt.com/misc/ggp_Aug17DS_blacklined.pdf

                  Creditors' Committee, et al.,
               Block Approval of Disclosure Statement

Before filing of the 2nd Amended Plan and Disclosure Statement,
several parties complain that the Disclosure Statement fails to
provide adequate information to make an informed decision about
the First Amended Joint Plan of Reorganization:

  * the Creditors' Committee

  * Halcyon Master Fund LP

  * Eurohypo AG, New York Branch

  * Ivanhoe Capital LP

  * CSA Representatives

  * ACE American Insurance Company and ESIS, Inc.

  * Constellation NewEnergy, Inc.

                        About General Growth

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

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

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


GENERAL GROWTH: SEC Launches Probe on Possible Insider Trading
--------------------------------------------------------------
General Growth Properties, Inc.'s Second Amended Joint Plan of
Reorganization dated August 17, 2010, that the U.S. Securities and
Exchange Commission is conducting a formal, non-public
investigation into possible violations of proscriptions on insider
trading under the federal securities laws by certain current and
former officers and directors of the company.

The formal investigation is the continuation of an informal
inquiry that the SEC initiated in October 2008, according to the
Plan.

According to Kris Hudson of The Wall Street Journal, in September
and the early part of October 2008, 10 GGP executives and
directors sold shares valued at a cumulative $118.6 million,
citing Thomson Reuters data.

Foremost among those selling shares to cover margin calls was
former Chief Financial Officer Bernie Freibaum, who owned one the
largest percentages of the Company's stock held by an individual,
Mr. Hudson relates.  Mr. Freibaum ultimately was forced to sell
his entire stake to meet margin calls, Mr. Hudson continues.

Moreover, in 2008, former Chief Executive John Bucksbaum loaned
Mr. Freibaum $90 million from his family trust to cover those
margin calls -- a move that led to Mr. Bucksbaum's replacement as
CEO because he did not inform the board of the loans, Mr. Hudson
notes.  Subsequently, GGP's board dismissed Mr. Freibaum in
October 2008 after he sold shares to meet margin calls during a
period when GGP executives were prohibited from selling because
the Company's third-quarter earnings announcement was imminent,
Mr. Hudson states.

According to Thomson Reuters, Mr. Bucksbaum, current Chief
Executive Officer Adam Metz, and President and Chief Financial
Officer Thomas Nolan did not sell any stock during the fall of
2008.

                        About General Growth

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

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

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


GENERAL GROWTH: Units File 3rd Post-Confirmation Status Report
--------------------------------------------------------------
Debtor-affiliates of General Growth Properties Inc. that have
receive confirmation of their Chapter 11 plans of reorganization
filed with the Bankruptcy Court on August 17, 2010, their third
post-confirmation status report detailing the actions they have
taken and the progress they made toward consummation of their
Joint Plan of Reorganization since April 15, 2010.

A list of the reporting Plan Debtors is available for free
at http://bankrupt.com/misc/ggp_ReportingDebtors.pdf

Since the filing of the Second Post-Confirmation Report dated
April 15, 2010, the Court has confirmed the Plan for four Plan
Debtors with loans of about $991 million in debt, namely:

* Fashion Show Mall LLC
* Oakwood Shopping Center Limited Partnership
* Phase II Mall Subsidiary, LLC
* Rouse-Oakwood Shopping Center, LLC

As of August 17, 2010, the Court has confirmed the Plan for 262
Plan Debtors to restructure 108 loans totaling about $14.8 billion
in secured project-level indebtedness, James H.M. Sprayregen,
Esq., a member of James H.M. Sprayregen, P.C., which in turn is a
partner of Kirkland & Ellis, LLP, in New York, relates.

Since the filing of the Second Post-Confirmation Report, 40 Plan
Debtors have also consummated their Plans, a schedule of which is
available for free at:

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

As of August 17, 2010, 260 of 262 Plan Debtors have consummated
their Plans and emerged from bankruptcy, restructuring 107 loans
totaling $14.7 billion in secured project-level indebtedness.  A
list of the Emerged Plan Debtors is available for free at:

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

Mr. Sprayregen informs the Court that Oakwood Shopping Center
Limited Partnership and Rouse-Oakwood Shopping Center, LLC
continue to work towards consummating their Plans.

The Plan Debtors are analyzing and reconciling the outstanding
claims filed against them, Mr. Sprayregen tells the Court.

          Post-Confirmation Order for 4 Add'l Entities

In light of the confirmation of the Joint Plan of Reorganization
as to four Debtors on April 29, 2010, and May 20, 2010, Judge
Gropper issued a post-confirmation order on August 17, 2010,
directing the Plan Debtors' compliance with the Court's
January 21, 2010 Post-Confirmation Order.

Under the January 21 Post-Confirmation Order, the Plan Debtors
were directed to inform the Court of the progress made toward:

  (i) consummation of the Plan under Section 1101(2) of the
      Bankruptcy Code;

(ii) entry of a final decree under Rule 3022 of the Federal
      Rules of Bankruptcy Procedure; and

(iii) Chapter 11 case closing under Section 350 of the
      Bankruptcy Code.

Judge Gropper ordered the Four Plan Debtors to file the first
periodic status report on or before August 30, 2010.

The Plan Debtors subject to this August 17 Post-Confirmation Order
are:

* Fashion Show Mall LLC
* Oakwood Shopping Center Limited Partnership
* Rouse-Oakwood Shopping Center, LLC
* Phase II Mall Subsidiary, LLC

                        About General Growth

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

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

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


GLEBE INC: Committee Taps Magee Goldstein as Bankruptcy Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Glebe, Inc.,
asks the U.S. Bankruptcy Court for the Western District of
Virginia for permission to employ Magee Goldstein Lasky & Sayers,
P.C. as its counsel.

MGLS will represent the Committee at the Debtor's meeting of
creditors and at hearings that may affect unsecured creditors.

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

The firm can be reached at:

     A. Carter Magee, Jr., Esq.
     Garren R. Laymon, Esq.
     MAGEE GOLDSTEIN LASKY & SAYERS, P.C.
     P.O. Box 404
     Roanoke, VA 24003-0404
     Tel: (540) 343-9800
     Fax: (540) 343-9898
     E-mail: cmagee@mglspc.com
             glaymon@mglspc.com

                       About The Glebe, Inc.

Daleville, Virginia-based The Glebe, Inc., filed for Chapter 11
bankruptcy protection on June 28, 2010 (Bankr. W.D. Va. Case No.
10-71553).  Michael E. Hastings, Esq., at Leclair Ryan, assists
the Company in its restructuring effort.  The Company estimated
assets at $10 million to $50 million and liabilities at
$50 million to $100 million as of the Petition Date.


GLEBE INC: U.S. Trustee Forms Five-Member Creditors Committee
-------------------------------------------------------------
W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases of The Glebe, Inc.

The Creditors Committee members are:

1. Joy McNabb
   205 Fincastle Court
   Daleville, VA 24083

2. M. Caldwell Butler
   200 The Glebe Blvd, Apt. 1024
   Daleville, VA 24083

3. Richard Coar
   4727 Afton Lane
   Roanoke, VA 24012

4. Leon Jennings
   200 The Glebe Blvd, Apt. 3000
   Daleville, VA 24083

5. Max Bertholf
   200 The Glebe Blvd, Apt. 3010
   Daleville, VA 24083

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

Daleville, Virginia-based The Glebe, Inc., filed for Chapter 11
bankruptcy protection on June 28, 2010 (Bankr. W.D. Va. Case No.
10-71553).  Michael E. Hastings, Esq., at Leclair Ryan, assists
the Company in its restructuring effort.  The Company estimated
assets at $10 million to $50 million and liabilities at $50
million to $100 million in its Chapter 11 petition.


GOLDEN EAGLE: Delays Form 10-Q Due to Auditor Change
----------------------------------------------------
Golden Eagle International Inc. said it could not timely file its
quarterly report on Form 10-Q for the period ended June 30, 2010,
with the Securities and Exchange Commission due to a change in the
company's auditor within the past 10-day period, which has
adversely affected the financial review of the Company's 10-Q.

                           Going Concern

Chisholm, Bierwolf, Nilson & Morrill, in Bountiful, Utah,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has a significant working capital deficit, has
incurred significant losses since inception, and is dependent of
financing to continue operations.

Based in Salt Lake City, Golden Eagle International, Inc. Golden
Eagle International, Inc. (OTC BB: MYNG) was previously focused on
minerals exploration and mining and milling operations in Bolivia
through its Bolivian-based wholly-owned subsidiary, Golden Eagle
International, Inc. (Bolivia).  However, in late 2008 the Company
suspended these operations, and in March 2010 transferred control
of its Bolivian assets and operations to an unaffiliated third
party.  The Company expects to transfer ownership of those assets
and operations during the second quarter of 2010, although there
can be no assurance that it will be able to complete the
transactions with the purchaser.


GOODYEAR TIRE: S&P Affirms 'B+' Rating on Senior Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B+' issue-level rating on Akron, Ohio-based The Goodyear Tire &
Rubber Co.'s issuance of $100 million in 8.25% senior unsecured
notes due Aug. 15, 2020.  At the same time, S&P affirmed its
recovery rating of '5' to the notes, indicating its expectation
that lenders would receive modest recovery (10%-30%) in the event
of a payment default.

These notes are an add-on to the company's recently issued
$900 million 8.25% senior unsecured notes due Aug. 15, 2020.  The
$100 million proposed notes will be treated as a single series
with the $900 million senior unsecured notes under the indenture
and have the same terms.  Net proceeds of this offering, together
with cash and cash equivalents, will be used to repay the
company's outstanding balance of $260 million 9.0% senior notes
due July 1, 2015, at 104.5% of the principal amount, plus accrued
and unpaid interest.

The notes are senior unsecured obligations of Goodyear Tire and
the guarantors, ranking equal in right of payment with other
unsubordinated debt.  The notes will also be effectively
subordinated to all existing and future secured debt of the
company and subsidiary guarantors to the extent of the collateral
securing the debt.

The rating on Goodyear Tire reflects the company's high leverage
and the substantial competition in both the replacement and
original equipment tire markets.

                           Ratings List

                  The Goodyear Tire & Rubber Co.

      Corporate Credit Rating                BB-/Negative/--

                         Ratings Affirmed

            $1 bil 8.25% senior unsec notes        B+
             Recovery Rating                       5


HAYES LEMMERZ: Reorganization Plan for Howell Declared Effective
----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware said that Hayes Lemmerz International -
Howell, Inc., consummated the Plan of Reorganization and the Plan
became effective with respect to Howell.

As reported in the Troubled Company Reporter on July 20, 2010, the
Court confirmed Hayes Lemmerz's Plan, as adjusted, with respect to
Howell.

                         About Hayes Lemmerz

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.
As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.

This is the Company's second trip to the bankruptcy court, dubbed
a Chapter 22, which was precipitated by an unprecedented slowdown
in industry demand and a tightening of credit markets.


HYUN UM: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------
Joint Debtors: Hyun J. Um
               Jin S. Um
               P.O. Box 1915
               Tacoma, WA 98401

Bankruptcy Case No.: 10-41789

Chapter 11 Petition Date: August 17, 2010

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

Judge: Paul B. Snyder

Debtor's Counsel: Noel P. Shillito, Esq.
                  SHILLITO & GISKE PS
                  1919 N Pearl St., Suite C2
                  Tacoma, WA 98406
                  Tel: (253) 572-4388
                  E-mail: shillito@callatg.com

Estimated Assets: $0 to $50,000

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

Joint Debtors' List of 13 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Centrum Financial                                $46,795,000
12505 Bl Red Road Ste 200
Bellevue, WA 98005

Intervest Mortgage                               $46,312,000
5005 SW Meadows Rd Ste
400
Lake Oswego, OR 97035

First Independent Bank                           $35,964,000
1220 Main Street Suite 1
Vancouver, WA 98660

Frontier Bank                                    $16,671,000
332 SW Everett Mall Way
Bldg 2, Floor 3
Everett, WA 98204

WF Capital                                       $11,500,000
9709 Third Ave NE Ste 110
Seattle, WA 98115

Umpqua Bank                                      $7,900,000
One SW Columbia St Ste 900
Portland, OR 97258

First Citizens Bank                              $6,767,000
PO Box 970
Dupont, WA 98327

East West Bank                                   $6,350,000
9709 Third AVe NE, Suite 110
Seattle, WA 98115

Soundbuilt Northwest                             $5,990,916
12815 Canyon Road East
Puyallup, WA 98373

ABC Homes                                        $2,294,000
PO Box 688
Vancouver, WA 98666

Velocity Capital                                 $2,000,000
41800 SW Meadows #300
Lake Oswego, OR 97035

ABK, LLC                                         $1,600,000
4748 E Mercer Way
Mercer Island, WA 98040

Horizon/Washington Federal                       $1,287,000
2211 Rimland Drive, Suite 230
Bellingham, WA 98226


IMPERIAL CAPITAL: FDIC Opposes Plan Exclusivity Extension
---------------------------------------------------------
The Federal Deposit Insurance Corporation is opposing Imperial
Capital Bancorp's request for a third extension of its exclusive
period to file a Chapter 11 Plan and solicit acceptances thereof,
BankruptcyData.com reports.

According to the FDIC, Imperial Capital Bancorp has not shown
meaningful progress has been made during the first and second
extension periods, nor does the FDIC believe that the Debtors has
demonstrated that it is has the ability to propose a viable
Chapter 11 Plan -- even if the additional extension is granted.

                       About Imperial Capital

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


INTEGRATED HEALTHCARE: Posts $1.9MM Net Loss in June 30 Quarter
---------------------------------------------------------------
Integrated Healthcare Holdings, Inc. filed its quarterly report on
Form 10-Q, reporting a net loss of $1,913,000 on $93,919,000
revenues for the three months ended June 30, 2010, compared with a
net income of $1,148,000 on $93,012,000 revenues for the same
period a year ago.

As of June 30, 2010, the Company has a working capital deficit of
$4,184,000 and accumulated total deficiency of $39,799,000.
During the three months ended June 30, 2010, the Company incurred
a net loss of $1,913,000.  "These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern," the Company's management acknowledged in the Form
10-Q.

The Company's balance sheet at June 30, 2010, showed $128,157,000
in total assets, $167,956,000 in total liabilities, and a
$39,799,000 stockholders' deficit.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?69b1

               About Integrated Healthcare

Headquartered in Santa Ana, Calif., Integrated Healthcare
Holdings, Inc. (IHHI) -- http://www.ihhioc.com/-- owns and
operates four acute care hospitals and ancillary health businesses
in Orange County, California.


INTERLINE BRANDS: Moody's Affirms 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed Interline Brands, Inc.'s B1
Corporate Family Rating, B1 Probability of Default Rating and B3
rating assigned to the senior subordinated notes due 2014.  In a
related rating action, Moody's upgraded the rating of the senior
secured bank credit facility to Ba2 from Ba3.  The outlook is
stable.

These ratings/assessments were affected by this action:

* Corporate Family Rating affirmed at B1;

* Probability of Default Rating affirmed at B1;

* $254 million (originally $330 million) senior secured bank
  credit facility upgraded to Ba2 (LGD2, 28%) from Ba3 (LGD3,
  32%); and,

* $151 million (originally $200 million) senior subordinated notes
  due 2014 affirmed at B3 (LGD5, 80%).

                         Ratings Rationale

The change in outlook to stable from negative is driven by
Interline's improved margins and lower debt burden, resulting in
improved leverage and coverage credit metrics.  The upgrade in the
company's senior secured bank credit facility results from the
repayment of approximately $61 million in term loan outstandings
over the past eighteen months.

Interline's B1 Corporate Family Rating reflects the company's
exposure to cyclical end markets, potential for pricing pressure
from manufacturers, and competition from large warehouse stores.
Additionally, Moody's believes that Interline may pursue
acquisitions by using either cash on hand or leverage as part of
its growth strategy which currently constrains the rating.

Offsetting these weaknesses are Interline's leading market
position within the highly fragmented facilities MRO market and
its wide customer base in different industries.  The company's
diverse customer base partially offsets the risk of decline in any
specific end market, assisting the company to contend with
economic uncertainties.  Additionally, Interline's cost reduction
actions appear to be resulting in improved operating efficiencies.
Its adjusted EBITA margin has improved to 8.8% for 2Q10 versus
7.3% for 2Q09.  Moody's anticipates further margin improvement.
The company's debt leverage characteristics appear manageable, as
EBIT-to-interest coverage stood at 2.8 times for LTM 2Q10 and
debt-to-EBITDA was 4.1 times (as adjusted by Moody's).

A rating upgrade over the intermediate term appears unlikely until
market conditions improve.  However, signs of improvement in
Interline's operating performance that result in debt-to-EBITDA
approaching 3.5 times or EBIT-to-interest expense near 4.0 times
(all ratios adjusted per Moody's methodology) could result in
positive rating actions.  Additionally, Interline would need to
increase availability under its revolving credit facility in order
to support higher ratings.

Factors which might pressure the ratings include erosion in the
company's financial performance, debt financed acquisitions or a
deteriorating liquidity profile, resulting in debt-to-EBITDA
sustained above 4.5 times or EBIT-to-interest expense trending
downward towards 1.5 times (all ratios adjusted per Moody's
methodology).

The last press release was on June 18, 2009, at which time Moody's
affirmed Interline's Corporate Family Rating, but changed the
outlook to negative from stable.

Interline Brands, Inc., headquartered in Jacksonville, FL, is a
national distributor and direct marketer of maintenance, repair
and operations products.  Revenues for the latest twelve months
through June 25, 2010, totaled approximately $1.0 billion.

                      Regulatory Disclosures

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

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

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


INTERNATIONAL FUEL: Posts $468,000 Net Loss in Q2 Ended June 30
---------------------------------------------------------------
International Fuel Technology, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $468,049 on $175,395 of revenue
for the three months ended June 30, 2010, compared with a net loss
of $985,260 on $14,738 of revenue for the same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$4.3 million in total assets, $3.9 million in total liabilities,
and a stockholders' equity of $357,362.

As reported in the Troubled Company Reporter on April 7, 2010,
BDO Seidman, LLP, in Chicago, expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year 2009.
The independent auditors noted that the Company has suffered
recurring losses from operations, has a working capital deficit at
December 31, 2009, and has cash obligations and outflows from
operating activities.

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

               http://researcharchives.com/t/s?69a0

St. Louis, Mo.-based International Fuel Technology, Inc. is a
technology company that has developed a range of liquid fuel
additive formulations that enhance the performance of petroleum-
based fuels and renewable liquid fuels.


INFOLOGIX INC: June 30 Balance Sheet Upside-Down by $2.9 Million
----------------------------------------------------------------
InfoLogix Inc.'s balance sheet at June 30, 2010, showed total
assets of $38,068,000, total liabilities of $40,945,000 and a
stockholder's deficit of $2,877,000.

For three months ended June 30, 2010, the Company reported net
income of $567,000 compared with net loss of $4,781,000 for the
same period ended June 2009.

For six months ended June 30, the Company posted net loss of
$2,251,000 compared with net loss of $9,451,000 for the same
period ended June 2009.

The Company related that as a result of its capital and debt
structure and recurring losses, it has substantial near-term
liquidity requirements related to the repayment of a seller note
that becomes due on September 30, the revolving line of credit
that comes due on May 19, 2011, and earn out payments for past
acquisitions.  The Company does not currently expect to generate
sufficient cash flow from operations to fund those obligations.
The Company related that these factors raise substantial doubt as
to its ability to continue as a going concern.

                      About InfoLogix Inc.

Based in Hatboro, Pennsylvania, InfoLogix, Inc. (NASDAQ: IFLG) --
http://www.infologix.com/-- provides end-to-end solutions for
electronic medical record and supply chain implementation and
mobilization, with experience in over 2,200 hospitals and
businesses nationwide.  InfoLogix assists its healthcare and
commercial customers by implementing and optimizing EMR and SCM
systems, offers mobility to caregivers and workforces by making
data accessible directly at the point of care or point of
activity, and manages operations with services to improve clinical
and financial performance and supply chain with services to drive
greater efficiency.

                        Going Concern Doubt

McGladrey & Pullen, LLP, in Blue Bell, Pennsylvania, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations, has negative
working capital and an accumulated deficit as of December 31,
2009.


INNKEEPERS USA: Best Western Wants Decision on Membership Pact
--------------------------------------------------------------
Best Western International, Inc., asks the Court to limit the time
within which Debtors Grand Prix Floating Lessee, LLC, and Grand
Prix IHM, Inc., must decide whether to assume or reject a
prepetition membership agreement.

Best Western is a non-profit corporation organized under the laws
of the state of Arizona and operates as a membership organization
consisting of individually owned and operated hotels.

Michael G. Helms, Esq., at The Helms Law Firm, P.L.C., in Phoenix,
Arizona -- mghelms@mghlawfirm.com -- relates that upon approval of
the Membership Agreement, Best Western West Palm Beach Airport
Inn, which the Grand Prix Debtors own and operate, became
affiliated with Best Western and the Membership Agreement became
the contract controlling the relationship between the, Grand Prix
Debtors and Best Western.

According to Mr. Helms, the Grand Prix Debtors continue to use the
Best Western trademarks, service marks, logos and membership
marks, and the services provided by Best Western, and continues to
hold themselves out to the traveling public as an affiliated Best
Western hotel.  He notes that the Membership Agreement and its
Rules and Regulations establish various requirements, including
minimum standard scores for facility quality that each member must
meet to maintain membership.  As a result, consumers worldwide
associate the Best Western Marks with high quality in the
hotel/motel industry.

Because of the Grand Prix Debtors' bankruptcy filing and
imposition of the automatic stay, Best Western is unable to
enforce the terms and conditions of the Membership Agreement and
the Rules and Regulations, or to protect its Best Western
trademarks, service marks, logos and membership marks from use by
the Grand Prix Debtors, or to assure the traveling public of
receiving the high quality of service and lodging the public has
come to expect from Best Western affiliated hotels, Mr. Helms
contends.

Best Western, hence, asks the Court to limit the time within which
the Grand Prix Debtors may assume the Membership Agreement to a
period of 60 days, and that failure to seek approval for the
assumption of the Membership Agreement within that time will be
deemed a rejection of the Membership Agreement.

The Court will convene a hearing on August 26, 2010, to consider
the request.  Objections are due August 19.

                   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 estimated 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 for Moelis as Investment Banker
--------------------------------------------------------
Innkeepers USA Trust and its 91 debtor affiliates received the
Court's final approval to employ Moelis & Company LLC as their
financial advisor and investment banker, nunc pro tunc to the
Petition Date.

As financial advisor, Moelis will:

  a. undertake, in consultation with members of management of
     the Debtors, a comprehensive business and financial
     analysis of the Debtors;

  b. evaluate the Debtors' debt capacity and assist in the
     determination of an appropriate capital structure for the
     Debtors;

  c. as deemed desirable by the Debtors, identify, initiate,
     review, negotiate, and evaluate any Restructuring
     Transaction, and, if directed, develop and evaluate
     alternative proposals for a Restructuring Transaction;

  d. assist the Debtors in developing strategies to effectuate
     any Restructuring Transaction;

  e. advise and assist the Debtors in the course of their
     negotiation of any Restructuring Transaction and
     participate in those negotiations, as requested;

  f. evaluate indications of interest and proposals regarding
     any Restructuring Transaction from current or potential
     lenders, equity investors, or strategic partners;

  g. determine and evaluate the risks and benefits of
     considering, initiating, and consummating any Restructuring
     Transaction;

  h. determine values or ranges of values (as appropriate) for
     the Debtors and any securities that the Debtors offer or
     propose to offer in connection with a Restructuring
     Transaction;

  i. be available at the Debtors' request to meet with Debtors'
     management, board of directors/trustees/managers, creditor
     groups, equity holders, any official committees appointed
     in the Chapter 11 Cases to discuss any Restructuring
     Transaction and provide such parties with information about
     the Debtors' assets, properties, or businesses as may be
     appropriate and acceptable to the Debtors, subject to
     customary business confidentiality agreements in form and
     substance approved by the Debtors;

  j. assist the Debtors in the development, preparation, and
     distribution of selected information, documents, and other
     materials to facilitate the consummation of any
     Restructuring Transaction;

  k. if requested by the Debtors, participate in hearings before
     the Court and provide relevant testimony; and

  l. other financial advisory and investment banking services as
     may be agreed upon by Moelis and the Debtors, and that is
     within the scope of the Engagement Letter.

The Debtors will pay Moelis in accordance with an agreed-upon Fee
Structure:

  a. Monthly Fee: $200,000 in cash for each of the first five
     monthly payments due under the Engagement Letter and a cash
     fee of $175,000 per month during the remainder of the term
     of the Engagement Letter.  Fifty percent of all Monthly
     Fees will be credited against the Restructuring Fee.

  b. Restructuring Fee: A cash fee of $6,000,000 to be paid
     immediately upon the consummation of a Restructuring
     Transaction.

The Debtors will also reimburse Moelis for all reasonable expenses
incurred in connection with the Engagement Letter, up to a
$300,000 aggregate expense cap.

Under the terms of the Engagement Letter, the Debtors have agreed
to indemnify and hold harmless Moelis and its divisions,
directors, officers, and employees under certain circumstances
specified in the Engagement Letter.

William Q. Derrough, Managing Director of Moelis, discloses that
during the 90 days prior to the Petition Date, Moelis received
approximately $851,370 for professional services performed and
expenses incurred.

Mr. Derrough assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.

                       Midland Loan Objection

Midland Loan Services, Inc., filed an objection, citing that the
Application is premature and the proposed compensation,
particularly the "Restructuring Fee," is unreasonable.  Its
lawyer, Lenard Parkins, Esq., at Haynes and Boone, LLP, in New
York, says the provision in the Application outlining a proposed
$6 million fee for a "Restructuring Transaction" should be
clarified regarding whether that fee would be payable if the plan
described in the declaration of Dennis M. Craven, Innkeepers USA
Trust's chief financial officer, and the proposed plan support
agreement is confirmed, Mr. Parkins contends.

Wells Fargo Bank, N.A., as Trustee for the registered holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2007-C1, and U.S. Bank
National Association, as Trustee for the registered holders of ML-
CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-
Through Certificates, Series 2006-4, join in Midland's objection.

                           *     *     *

The Court authorized the Debtors to employ Moelis as financial
advisor and investment banker.  Objections to the application are
resolved as set forth in the order.

Moelis will be compensated in accordance with the terms of the
Engagement Letter, as modified by the Order.  In particular, all
of Moelis's fees and expenses in the cases, including the Monthly
Fee, the Restructuring Fee, and the indemnification, contribution
and reimbursement provisions of the Engagement Letter, are
approved pursuant to Section 328(a) of the Bankruptcy Code.

Except for the fees and expenses of Moelis's attorneys, all
compensation and reimbursement of expenses payable to Moelis
pursuant to the Engagement Letter, as modified, will be subject to
review only pursuant to the standards set forth in Section 328(a)
and will not be subject to the standard of review set forth in
Section 330 of the Bankruptcy Code, provided that the U.S. Trustee
alone retains all rights to respond or object to Moelis's interim
and final applications for compensation and reimbursement of
expenses on all grounds, including reasonableness pursuant to
Section 330.

Moelis will file fee applications for interim and final allowance
of compensation and reimbursement of expenses pursuant to the
procedures set forth in Sections 330 and 331 of the Bankruptcy
Code and the Bankruptcy Rules and procedures as may be fixed by
order of the Court, provided that (i) all of Moelis' restructuring
personnel, who provide services to or on behalf of the Debtors,
with the exception of administrative and support personnel, will
keep contemporaneous summary time records of the services they
have performed in one-half hour increments, and (ii) Moelis will
not be required to provide or conform to any schedule of hourly
rates.

If at any time Moelis increases the rates for its services, Moelis
will file a supplemental affidavit with the Court describing those
increases and provide notice of increases to the U.S. Trustee.

Subject to the Order's provisions, the Debtors are authorized to
indemnify, and will indemnify, the Indemnified Persons in
accordance with the Engagement Letter and to the extent permitted
by applicable law, for any claim arising from, related to, or in
connection with Moelis's performance of the services described in
the Engagement Letter.

                   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 estimated 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 OK to Hire Kirkland & Ellis as Counsel
-----------------------------------------------------------
Innkeepers USA Trust and its 91 debtor affiliates received final
approval from the U.S. Bankruptcy Court's permission to employ
Kirkland & Ellis LLP as their attorneys in connection with their
Chapter 11 cases, nunc pro tunc to the Petition Date and in
accordance with that certain engagement letter dated as of
March 29, 2010.

As counsel, K&E has agreed to:

  (a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their business and properties;

  (b) advise the Debtors on the conduct of the cases, including
      all of the legal and administrative requirements of
      operating in Chapter 11;

  (c) attend meetings and negotiate with the representatives of
      creditors and other parties-in-interest;

  (d) prosecute actions on the Debtors' behalf, defend any
      action commenced against them and represent their
      interests in negotiations concerning litigation in which
      they are involved, including objections to claims filed
      against the bankruptcy estates;

  (e) prepare pleadings in connection with the cases, including
      motions, applications, answers, orders, reports and papers
      necessary or otherwise beneficial to the administration of
      the estates;

  (f) represent the Debtors in connection with obtaining
      postpetition financing;

  (g) advise the Debtors in connection with any potential sale
      of assets;

  (h) appear before the Court and any appellate courts to
      represent the interests of the estates before those
      courts;

  (i) advise the Debtors regarding tax matters;

  (j) assist the Debtors in obtaining approval of a disclosure
      statement and confirmation of a Chapter 11 plan and all
      related documents; and

  (k) perform all other necessary legal services for the Debtors
      in connection with the prosecution of the cases, including
      analyzing the Debtors' leases and contracts and analyzing
      the validity of liens against the Debtors.

The Debtors will compensate K&E in its standard hourly rates:

    Billing Category               Range
    ----------------               -----
    Partners                    $550 - $995
    Of Counsel                  $500 - $965
    Associates                  $320 - $660
    Paraprofessionals           $155 - $280

The Debtors expect these professionals to have primary
responsibility for providing services to the Debtors:

    Professional                   Rate
    ------------                   ----
    James H.M. Sprayregen, P.C.    $995
    Paul M. Basta                  $955
    Anup Sathy, P.C.               $895
    Marc J. Carmel                 $735

K&E will also be reimbursed for identifiable, non-overhead
expenses incurred in connection with the Debtors' cases that would
not have been incurred except for the representation of the
Debtors.

Dennis M. Craven, Innkeepers USA Trust's chief financial officer,
informs the Court that on March 31, 2010, the Debtors paid
$1,000,000 to K&E as a classic retainer.  On July 14, 2010, the
Debtors paid to K&E an additional classic retainer of $95,588.

Paul M. Basta, Esq., a partner at K&E, assures the Court that the
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

                      Midland Loan Objection

Midland Loan Services, Inc., filed an objection, complaining that
the disclosure of the relationships of Kirkland & Ellis LLP and
Apollo Investment Corporation are incomplete in that they do not
include a corporate chart reflecting the relationship of the
various Apollo entities that K&E represents along with the
principal officers of each.  "That will provide a more complete
disclosure to better understand the relationships -- particularly
given Apollo's multiple relationships in these cases and the
firm's late supplemental disclosure," Lenard Parkins, Esq., at
Haynes and Boone, LLP, in New York, asserts.

                         *     *     *

The Court authorized the Debtors to employ K&E as their attorneys
in accordance with the terms and conditions set forth in the
application and in the Engagement Letter, as modified by the
representations set forth in the Basta Declarations, effective
nunc pro tunc to the Petition Date.  Judge Chapman noted that
objections to the requested relief have been resolved as set forth
in the order.

Judge Chapman opined that approval of K&E's retention is pursuant
to the representations made in the Supplemental Declaration with
respect to:

  (a) compliance with provisions of the Court's order regarding
      interim compensation to professionals;

  (b) providing specific disclosure in the applicable monthly
      fee statement of any across-the-board billing rate
      increase;

  (c) not charging a markup to the Debtors with respect to fees
      billed by contract attorneys or non-attorneys, who are
      hired by K&E to provide services to the Debtors; and

  (d) ensuring that any Contract Professionals are subject to
      conflict checks and disclosures in accordance with the
      requirements of the Bankruptcy Code.

Judge Chapman maintained that the Order will neither authorize the
Debtors to use any cash collateral nor prejudice any entities'
rights with respect to any request by the Debtors to use cash
collateral.  She added that nothing in the Order will affect in
any way the Interim Cash Collateral Order, or any special
servicer's right to object to the use of its cash collateral to
fund all or part of the fees and expenses of professionals
compensated from the Debtors' bankruptcy estates.

                   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 estimated 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 OK to Tap AP Services as Crisis Managers
-------------------------------------------------------------
Innkeepers USA Trust and its 91 debtor affiliates received the
U.S. Bankruptcy Court's permission to employ AP Services, LLC, as
crisis managers to provide interim management and restructuring
services, nunc pro tunc to the Petition Date.  The Debtors also
ask the Court to designate Nathan J. Cook of AlixPartners LLP as
their interim chief financial officer, nunc pro tunc to the
Petition Date.

As provided in the Debtors and Mr. Cook's Engagement Letter, APS
has agreed that he will serve as the Debtors' interim CFO.
Working collaboratively with the Debtors' senior management team
and board of directors, as well as the Debtors' other
professionals, Mr. Cook will assist the Debtors in evaluating and
implementing strategic and tactical options through the
restructuring process.

APS has agreed to provide certain temporary staff to assist Mr.
Cook and the Debtors in their restructuring efforts.

The Debtors anticipate that during their bankruptcy cases, Mr.
Cook and the Temporary Staff will perform a broad range of
services, including:

  -- Lead the Debtors' financial and treasury functions;

  -- Develop and implement cash management strategies, tactics
     and processes;

  -- Prepare and monitor financial reports for internal and
     external use, in consultation with the Debtors' chief
     executive officer, chief restructuring officer, general
     counsel and other senior management;

  -- Assist in communication and negotiation with outside
     constituents, including the banks and their advisors, as
     appropriate;

  -- Have primary responsibility for the preparation, and to the
     extent required certification/attestation, of regular
     reports and information required by the Court and to be
     provided to stakeholders, which are customarily issued by
     the Debtors' CFO, as well as providing assistance in those
     areas as testimony before the Court on matters that are
     within APS' expertise;

  -- Serve as officers of subsidiaries as deemed necessary or
     advisable by the Debtors; and

  -- Assist with other matters as may be required that fall
     within APS' expertise and that are mutually agreeable.

The Debtors tell Judge Chapman that all of the services that APS
will provide to them will be appropriately directed so as to avoid
duplicative efforts among the other professionals retained in the
cases, and performed in accordance with applicable standards of
the profession.

The Engagement Letter contains standard indemnification language
with respect to APS' services, including an agreement by the
Debtors to indemnify APS, its affiliates and its officers and
employees from and against all claims and actual damages arising
out of or in connection with the engagement of APS.  Accordingly,
as part of the application, the Debtors ask the Court to approve
the indemnification provisions as set forth in the Engagement
Letter.

If APS finds it desirable to augment its Temporary Staff with
independent contractors:

  (a) APS will file, and require each Independent Contractor to
      file, declarations indicating that the Independent
      Contractor has reviewed the list of the interested parties
      in the cases, disclosing the Independent Contractor's
      relationships, if any, with the interested parties, and
      indicating that the Independent Contractor is
      disinterested;

  (b) each Independent Contractor will remain disinterested
      during the time that APS is involved in providing services
      on behalf of the Debtors; and

  (c) the Independent Contractor will represent that he/she will
      not work for the Debtors or other parties-in-interest
      during the time APS is involved in providing services to
      the Debtors.

APS' standard practice is to charge for an Independent
Contractor's services at the APS rate for a professional of
comparable skill and experience, which rate typically exceeds the
compensation provided by APS to the Independent Contractor, Dennis
M. Craven, Innkeepers USA Trust's chief financial officer, tells
the Court.

Mr. Cook will be paid $100,000 per month for his full time
commitment as interim CFO.

The Debtors will pay these temporary staffs in their standard
hourly rates:

  Name            Description               Rate   Commitment
  ----            -----------               ----   ----------
Todd Brents      Bankruptcy Preparation    $760    As needed
                 Services

Raymond Adams    Bankruptcy Preparation    $580    Full Time
                 and Management Services

APS will file monthly staffing reports to identify any additional
Temporary Staff.

The Debtors will reimburse APS, upon receipt of periodic billings,
for all reasonable and necessary expenses incurred in connection
with its retention.

Mr. Craven informs the Court that APS typically works for
compensation that includes base fee and contingent incentive
compensation earned upon achieving meaningful results.  In this
case, the Debtors and AlixPartners have agreed not to include a
success fee as compensation.

The Debtors paid APS an initial retainer of $250,000 on June 10,
2010.  Pursuant to the Engagement Letter, invoiced amounts have
been recouped against the Retainer, and payments on the invoices
have been used to replenish the Retainer.  During the 90 days
prior to the Petition Date, the Debtors paid APS a total of
$478,733 incurred in providing services to the Debtors in
contemplation of, and in connection with, prepetition
restructuring activities.

Due to the ordinary course and unavoidable reconciliation of fees
and submission of expenses immediately prior to, and subsequent
to, the Petition Date, APS has incurred but not billed fees and
reimbursable expenses, which relate to the prepetition period.
Hence, APS seeks the Court's approval to apply the Retainer to
these amounts and any further prepetition fees and expenses APS
becomes aware of during its ordinary course billing review and
reconciliation.

Upon the proposed applications of the Retainer, Mr. Craven says
that the Debtors would not owe APS any sums for prepetition
services.

Mr. Cook, a managing director of AlixPartners and an authorized
representative of APS, assures Judge Chapman that APS is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                    Midland Loan Objection

The hourly rate professionals of AP Services, LLC, as the Debtors'
crisis managers, should be treated as any other professional and
paid through the fee procedures where they submit their time, it
is reviewed and then payment is made in the absence of objection,
Midland Loan Services, Inc., asserts.

Lenard Parkins, Esq., at Haynes and Boone, LLP, in New York, on
behalf of Midland Loan, complains that Section 8 of the "General
Terms and Conditions" addendum to AP Services' engagement
agreement includes arbitration provisions that, as a matter of
policy, are inappropriate in an engagement by a Chapter 11 debtor.
He asserts that all fee issues and disputes should be addressed in
the Court rather than being deferred to another forum,
particularly if the Debtors intend to use any of Midland's Cash
Collateral to fund payments to AP Services.

Wells Fargo Bank, N.A., as Trustee for the registered holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2007-C1, and U.S. Bank
National Association, as Trustee for the registered holders of ML-
CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-
Through Certificates, Series 2006-4, join in Midland's objection.

Nathan J. Cook submitted a supplemental declaration in support of
the application.  Mr. Cook is a managing director of AlixPartners,
LLP, and is associated with AP Services, LLC.

                         *     *     *

The Court approved the application.  Objections to the application
have been resolved as set forth in the order.

Judge Chapman required APS and its personnel to maintain
contemporaneous time records in tenth of an hour increments, and
conform to any schedule of hourly rates contained in the
Engagement Letter.

APS is not required to submit fee applications pursuant to
Sections 330 and 331 of the Bankruptcy Code, but will instead
submit monthly invoices to the Debtors, and the Debtors are hereby
authorized to pay, in the ordinary course of its business, all
reasonable amounts invoiced by APS for fees and expenses.

Notwithstanding anything in the Application, the Cook Declaration,
or the Engagement Letter, the Debtors will only indemnify those
APS employees serving as executive officers of the Debtors on the
same terms as provided to the Debtors' other officers and
directors under the Debtors' by-laws and applicable state law,
along with insurance coverage under the Debtors' directors' and
officers' insurance policies, and the indemnification provisions
of the Engagement Letter will not apply to APS.

Notwithstanding anything in the Application or the Cook
Declaration, the last paragraph of Section 7 and the "Limit of
Liability" paragraph of Section 11 of the General Terms and
Conditions attached to the Engagement Letter are deleted in their
entirety and will be replaced by this paragraph:

  "Limit of Liability.  Neither APS, AlixPartners nor its
  subsidiary affiliates nor their respective managing directors,
  officers or employees shall be liable to the Debtors or any
  party asserting claims on behalf of the Debtors except for
  actual or punitive damages found in a final judicial
  determination to be the direct result of the gross negligence,
  bad faith, self-dealing or intentional misconduct of APS or
  AlixPartners.  This provision shall be limited in its
  application by any applicable state law governing the
  exculpation of executive officers."

The Court will retain jurisdiction to resolve all disputes with
respect to the Application, notwithstanding the provisions related
to the potential arbitration of disputes contained in the
Engagement Letter.

                   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 estimated 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).


INT'L LEASE FINANCE: Repays $3.9-Bil. Government Loan
-----------------------------------------------------
The Wall Street Journal's Serena Ng and Daniel Michaels report
that International Lease Finance Corp., American International
Group's airplane-leasing arm, repaid a $3.9 billion government
loan ahead of schedule and now expects to fund itself without
support from its bailed-out parent company.

According to the Journal, ILFC on Friday completed a $4.4 billion
sale of debt to institutional investors.  Most of the money raised
was used to repay a 2009 loan from the Federal Reserve Bank of New
York to help ILFC meet obligations at the time.

The Journal says the transaction represents the single largest
repayment of taxpayer money by AIG since its September 2008
bailout.  According to the Journal, it was a welcome relief for
AIG and its debt-laden ILFC subsidiary, which earlier threatened
to become a financial drag on AIG if the unit couldn't raise money
on its own to refinance large debts.

                            About ILFC

International Lease Finance Corporation, headquartered in Los
Angeles, California, is a major owner-lessor of commercial
aircraft.

                           *     *     *

ILFC carries Moody's Investors Service's B1 corporate family
rating.  According to the Troubled Company Reporter on August 13,
2010, Moody's said ILFC's B1 CFR is based on strengths including
its competitive positioning in the aircraft leasing industry,
modern aircraft fleet and history of earnings growth.  ILFC's
rating also incorporates one notch of rating uplift associated
with support from AIG.  Constraints on the firm's rating and
rating outlook concern operating pressures resulting from the
economic downturn and its effect on lease rates, lease renewals
and aircraft valuations, as well as Moody's view that AIG support
will likely diminish over time.  Moody's said that it will monitor
ILFC's evolving operational and funding strategies and their
effect on its credit profile, particularly in light of recent
changes in the ILFC management team.

ILFC has extended the maturity of $2.2 billion of its revolving
bank facility to 2012 from 2011 and obtained additional covenant
flexibility with respect to pledging assets for additional secured
financings.

ILFC carries Standard & Poor's "BBB-/Negative/--" corp. credit
rating, and Fitch's 'BB' long-term issuer default rating.

                             About AIG

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

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

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


JAMES JACKSON, JR.: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: James Robert Jackson, Jr.
          dba Stonewall Farms
          aka James R. Jackson, Jr.
              Jim Jackson
        1181 Neptune Road
        Ashland City, TN 37015

Bankruptcy Case No.: 10-08723

Chapter 11 Petition Date: August 18, 2010

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church Street, Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  E-mail: slefkovitz@lefkovitz.com

Scheduled Assets: $339,055

Scheduled Debts: $2,547,921

A list of the Debtor's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb10-08723.pdf


JESUS ORTIZ: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Jesus G. Castillo Ortiz
        P.O. Box 680
        Corozal, PR 00783

Bankruptcy Case No.: 10-07474

Chapter 11 Petition Date: August 17, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  LUGO MENDER & CO.
                  Centro Internacional De Mercadeo
                  Carr 165 Torre 1, Suite 501
                  Guaynabo, PR 00968
                  Tel: (787) 707-0404
                  E-mail: wlugo@lugomender.com

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

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

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


JOHN BROWNING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: John Browning
        5377 S. Ten Mile
        Meridian, ID 83642

Bankruptcy Case No.: 10-02634

Chapter 11 Petition Date: August 18, 2010

Court: U.S. Bankruptcy Court
       District of Idaho (Boise)

Judge: Terry L. Myers

Debtor's Counsel: Kelly I. Beeman, Esq.
                  708 1/2 W. Franklin
                  Boise, ID 83702
                  Tel: (208) 345-3045
                  E-mail: jerri@beemangroup.org

Scheduled Assets: $361,303

Scheduled Debts: $10,458,621

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/idb10-02634.pdf


JOHN DAVIS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: John A. Davis
               Jill M. Davis
               4902 194th Street SW
               Lynnwood, WA 98145

Bankruptcy Case No.: 10-19729

Chapter 11 Petition Date: August 18, 2010

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtors' Counsel: Larry B. Feinstein, Esq.
                  VORTMAN & FEINSTEIN
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  E-mail: feinstein2010@gmail.com

Scheduled Assets: $2,897,821

Scheduled Debts: $2,332,072

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-19729.pdf


JTS CORP: 9th Cir. Says Director Was Good Faith Purchaser
---------------------------------------------------------
Jack Tramiel, a member of the JTS Corporation board of directors,
purchased real property from JTS Corporation for $10 million to
assist the company in raising funds.  The sale closed in September
1996.  Still struggling, JTS liquidated other property acquired
from a prior merger with Atari Corp.  Despite these and other
efforts, JTS was unable to recover and in November 1998, was
forced into bankruptcy through an involuntary petition.  Later,
JTS filed a Chapter 11 petition, scheduling assets of $4.2 million
and liabilities of $136 million.  In 1999, the case converted to
Chapter 7.

In 2003, Chapter 7 trustee Suzanne L. Decker filed a complaint
against JTS's directors (including Mr. Tramiel), its attorneys,
and a shareholder, alleging fraudulent conveyance and other
claims.  In 2004, Mr. Tramiel's co-defendants settled for $4.5
million.  The bankruptcy court issued an order approving the
settlement and trial proceeded against only Mr. Tramiel.

In 2005, the bankruptcy court held that the sale of the real
property to Mr. Tramiel was avoided as a constructive fraudulent
conveyance under 11 U.S.C. Sec. 544(b) of the Bankruptcy Code and
California Civil Code Sec. 3439.04.  The bankruptcy court also
held Mr. Tramiel was a good faith transferee under California
Civil Code Sec. 3439.08(d)(3).

Mr. Tramiel filed a motion in bankruptcy court to amend the
judgment to grant him a settlement credit under California Civil
Procedure Code Sec. 877.  The bankruptcy court amended its
judgment and held that Mr. Tramiel was entitled to a settlement
credit against his liability in the amount paid by the settling
defendants to the bankrupt estate, i.e., $4.5 million.  Because
this settlement credit exceeded Mr. Tramiel's liability, the
bankruptcy court held that Ms. Decker could not recover any amount
from Mr. Tramiel.

On appeal, the district court affirmed the bankruptcy court's
determination that Mr. Tramiel was liable for constructive
fraudulent conveyance under Sec. 544(b) and Sec. 3439.04(a).  The
district court held, however, that the fair market value of the
real property was $15,760,000 and the rents were $1,387,185,
creating a total fair market value of $17,147,185 for the real
property.  Unlike the bankruptcy court, the district court
concluded that the appropriate measure of liability is the fair
market value.

The district court affirmed the bankruptcy court's determination
that Mr. Tramiel was a good faith transferee under California
Civil Code Sec. 3439.08(d)(3) and thus reduced his liability by
$10,432,815, i.e., the $10 million purchase price and value of the
repurchase option, $432,815.  The district court held that Mr.
Tramiel's liability was $6,714,370.  The district court reversed
the bankruptcy court's holding that Mr. Tramiel was entitled to a
settlement credit of the $4.5 million paid by his co-defendants.
The district court held that Mr. Tramiel was liable for the
fraudulent conveyance in the amount of $6,714,370.

Judges Procter Hug, Jr., Pamela Ann Rymer, and M. Margaret
McKeown, of the United States Court of Appeals for the Ninth
Circuit affirmed.  The Ninth Circuit held that the district court
erred in holding that the fair market value which it fixed at
$17,147,185 was determinative.  The bankruptcy court's finding
that the reasonably equivalent value was $11,820,000 was not
clearly erroneous.  The bankruptcy court found that the fair
market value of the property was $15,760,000 without applying
quick and bundled sale reductions.

"We hold that Tramiel's liability for the constructive fraudulent
conveyance is $11.8 million, that this amount is reduced by
$10,432,815 million because Tramiel is a good faith transferee
under California Civil Procedure Code Sec. 3439.08, and that
Tramiel is entitled to a settlement credit of $4.5 million under
California Civil Code Sec. 877.  Thus, Tramiel has no liability to
the trustee for the conveyance."

A copy of the decision is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=infco20100810143

JTS Corporation was formed in 1994 to design, manufacture, and
market hard disks for personal computers.  By 1996, after
termination of a key contract, JTS needed additional working
capital to continue.  Unable to obtain adequate loans or
investments in the public markets, JTS agreed to merge with Atari
Corporation.  Through the merger, JTS received $15 million in
cash, $55 million in intellectual property, eight separate real
properties located in California and Texas, and a $25 million loan
which JTS hoped would carry it through September 1996.  By July
1996, JTS Corporation's debts exceeded its assets by $23 million.
In Sept. 1996, the real property sale closed.  Still struggling,
JTS liquidated other property acquired from the merger.  Despite
these and other efforts, JTS was unable to recover and in Nov.
1998, was forced into bankruptcy through an involuntary petition
(Bankr. N.D. Calif. Case No. 98-_____).  Later, JTS filed a
voluntary Chapter 11 petition, scheduling assets of $4.2 million
and liabilities of $136 million.  In 1999, the case converted to a
Chapter 7 liquidation, and Suzanne L. Decker was appointed as the
Chapter 7 Trustee.


LANDRY'S RESTAURANTS: S&P Retains CreditWatch Negative on B Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that that its 'B'
corporate credit rating on the Houston-based Landry's Restaurants
Inc. remains on CreditWatch, where it was placed with negative
implications on Sept. 9, 2009.  Once the company completes the
settlement in its shareholder lawsuit and it the proposed
acquisition of Landry's by its CEO, Tilman Fertitta, is completed,
S&P expects to affirm the corporate credit rating and assign a
stable outlook.

"Based on the planned financing for the acquisition, S&P believes
that credit protection measures will deteriorate only slightly,
and remain appropriate for the rating category," said Standard &
Poor's credit analyst Charles Pinson-Rose.

At the same time, S&P assigned a 'B' corporate credit rating to
Landry's Holdings Inc. with a stable outlook; and assigned its
'CCC+' issue level rating to Holdco's $110 million senior secured
note issue, with a '6' recovery rating, indicating S&P's
expectation of negligible (0-10%) recovery in the event of
default.

Holdco is the subsidiary of an entity wholly owned by Mr.
Fertitta, CEO and majority shareholder of Landry's.  The proceeds
of the debt issuance may be used to finance part of Mr. Fertitta's
offer to purchase all outstanding stock he does not own, and
provide additional liquidity for the consolidated company if the
transaction is completed.  In rating the Holdco entity and the new
notes, S&P assumed shareholders will approve the current offer and
the transactions close in the fourth quarter of this year.

S&P's 'B' rating primary reflects Landry's highly leveraged
capital structure and participation in the highly competitive
restaurant and hospitality industries.

Upon successful completion of the settlement of the shareholder
lawsuits, shareholder approval, and closing of the going private
transaction, S&P expects to affirm all ratings, with a stable
rating outlook on the corporate credit ratings of Landry's and
Holdco.  If the settlement is not completed or if the transaction
does not close for any reason, S&P will reassess management's
financial policies and business strategies prior to any rating
action.


LAS VEGAS MONORAIL: Unsecureds to Recover Up to 80% of Claims
-------------------------------------------------------------
Las Vegas Monorail Company submitted to the U.S. Bankruptcy Court
for the District of Nevada a proposed Plan of Reorganization and
an explanatory Disclosure Statement.

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the primary objective of
the reorganization and restructuring under the Plan is to maximize
returns to creditors.  The Debtor will, among other things,
restructure the financing agreement, the 1st Tier Note, and
certain other debt obligations of the Debtor.

Pursuant to the Plan, the Debtor has until 2019 to renew
negotiations on a new operation and maintenance agreement with
Bombardier Transportation, Inc.  The Debtor contracted Bombardier
to operate and maintain the Monorail trains, automatic train
controls, and other control subsystems.

The monorail has three tiers of debt totaling $648 million.  Under
the plan it filed with the bankruptcy court, the Company wants to
eliminate two tiers nearly $200 million then reduce its first tier
debt to $18.5 million from $450 million.

Under the Plan, the Debtor intends to treat claims as:

   Class                                    Treatment
   -----                                    ---------

Class 1: Other Priority Claims        Paid in full in cash.

Class 2: Other Secured Claims         Paid in full in cash.

Class 3: General Unsecured Claims     Each holder will receive 80%
                                      of its allowed claim not to
                                      exceed $175,000.

Class 4: 1st Tier Bond Secured Claims Amended and restated 1st
                                      Tier Note for $7,500,000
                                      delivered to the director.

Class 5: 1st Tier Bond Unsecured      Additional Payment
         Claims                       Obligation Note for
                                      $11,000,000 delivered to the
                                      director.

Class 6: 2nd tier Bond Claims         Subordinated to payment in
                                      full of 1st Tier Bond
                                      Claims.  No distribution.

Class 7: 3rd Tier Bond Claims         Subordinated to payment of
                                      in full of 1st and 2nd Tier
                                      Bond Claims.  No
                                      distribution.

Class 8: Director Claims              Participation in 1st Tier
                                      Bond Claims as provided for
                                      in amended and restated
                                      financing agreement and 1st
                                      and 2nd Tier Indenture.

Class 9: Subordinated Claims          No distribution.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/LASVEGASMONORAIL_DS.pdf

The Debtor is represented by:

     Gerald M. Gordon, Esq.
     William M. Noall, Esq.
     Eric J. Van, Esq.
     GORDON SILVER
     3960 Howard Hughes Parkway, 9th Floor
     Las Vegas, Nevada 89169
     Tel: (702) 796-5555
     Fax: (702) 369-2666
     E-mail: ggordon@gordonsilver.com
             wnoall@gordonsilver.com
             evan@gordonsilver.com

                    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 disclosed $395,959,764 in
assets and $769,515,450 in liabilities as of the Petition Date.

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.


LAS VEGAS SANDS: Moody's Raises Corporate Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service raised the ratings of Las Vegas Sands
Corp.  Moody's maintains the positive rating outlook.  LVSC has an
SGL-2 Speculative Grade Liquidity rating.

Las Vegas Sands Corp. ratings upgraded:

* Corporate Family Rating to B2 from B3
* Probability of Default Rating to B2 from B3
* 6.375% senior notes to B2 (LGD 4, 51%) from B3 (LGD 4, 50%)

Venetian Macao Limited ratings upgraded:

* Senior secured term loans to B2 (LGD 4, 51%) from B3 (LGD 4,
  50%)

* Senior secured revolver to B2 (LGD 4, 51%) from B3 (LGD 4, 50%)

                         Ratings Rationale

The upgrade is in response to the continued strong performance and
favorable growth prospects of LVSC's Asian gaming assets, the
amendment and extension of the company's U.S. subsidiary (unrated)
bank credit facilities that became effective August 17 2010, and
Moody's expectation that the company will achieve and sustain
consolidated debt/EBITDA below 6 times over the longer-term.

"Although faced with continued challenges at its Las Vegas casino
subsidiary, LVSC consolidated results are benefitting
substantially from the company's foray into the Asian gaming
market, which Moody's expect will continue to experience strong
and growing visitation and consumer demand trends," stated Keith
Foley, Senior Vice President at Moody's.  "The strong performance
of LVSC's Macau casinos combined with the progressive opening of
Marina Bay Sands through the beginning of 2011 should result in a
continued deleveraging of the consolidated entity." Combined,
LVSC's Macau casinos and Marina Bay Sands integrated resort in
Singapore now account for about 75% of the company's consolidated
net revenue and property-level EBITDA.

LVSC recently released its June 30, 2010 second quarter earnings
which showed a substantial increase in year-over-year EBITDA at
and Venetian Macau, Sands Macau, and Four Seasons Macau.  "Second
quarter results also include the EBITDA contribution from Marina
Bays Sands in Singapore which partially opened on April 27, 2010,
and continues to exceed Moody's initial expectations in terms of
revenue and EBITDA performance," added Foley.

The upgrade also considers that the recent amendment and extension
of LVSC's U.S. restricted group (unrated) bank credit facilities
substantially reduces Moody's concerns regarding that subsidiary's
significant debt burden, covenant compliance, and debt maturity
profile.  The amend and extend: (1) reduced the revolver
commitment and extended its expiration date to 2014 from 2012; (2)
extended a significant portion of its remaining term debt to 2016
from 2015; (3) resulted in the repayment of $1 billion of term
loan debt, and (4) relaxed the consolidated total leverage
requirement.

The B2 Corporate Family Rating continues to acknowledge LVSC's
high consolidated leverage.  Despite the significant improvement
in consolidated operating results and the repayment of $1 billion
of term debt, gross debt/EBITDA remains high at about 9 times
after accounting for Moody's standard analytical adjustments).

The positive rating outlook indicates that LVSC's ratings could
improve further if Marina Bay Sands continues to ramp up at a pace
that will facilitate a further and significant reduction in
leverage.  The positive outlook also considers LVSC's improved
cost structure which should benefit the company's consolidated
earnings profile going forward, and the recent implementation
approval of table games in Pennsylvania which will benefit its
Bethlehem, Pennsylvania facility.

Ratings could be upgraded if Moody's become comfortable that
Marina Bay Sands can generate a rate of return that enables LVSC
to materially reduce its consolidated debt burden further.
Quantitatively, a higher rating requires that LVSC be able to
sustain consolidated debt/EBITDA below 5 times.  The company would
also need to adhere to a more conservative long-term financial
policy that is consistent with a higher rating.

                      Regulatory Disclosures

Information sources used to prepare the credit rating are these:
parties involved in the ratings, parties not involved in the
ratings, public information, and confidential and proprietary
Moody's Investors Service's information.

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

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


LEEWARD SUBDIVISION: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Leeward Subdivision Partners LLC
        1020 Geneva Street
        Bellingham, WA 98229

Bankruptcy Case No.: 10-19794

Chapter 11 Petition Date: August 19, 2010

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

Debtor's Counsel: Larry B. Feinstein, Esq.
                  VORTMAN & FEINSTEIN
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  E-mail: feinstein2010@gmail.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 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-19794.pdf

The petition was signed by John-Paul R. Cox, member.


LEHMAN BROTHERS: BofA Files Lawsuit to Determine Assets Ownership
-----------------------------------------------------------------
Bank of America N.A. brought a complaint against Lehman Brothers
Special Financing Inc. and two other firms to restrain them from
suing the bank over a series of payments it made under a 2006
indenture.

The move came after LBSF warned Bank of America that it will hold
the bank liable if it distributes the proceeds in their 2007 swap
transaction.

LBSF argued that the assets held by the bank are property of its
bankruptcy estate and distribution of the proceeds is a violation
of the automatic stay, an injunction that halts actions by
creditors against a company in bankruptcy protection.

LBSF entered into a credit default swap in March 2007 with ESP
Funding I Ltd., a party to the 2006 indenture administered by
Bank of America.  The swap is one of the assets held by the bank
as part of a pool of collateral for certain notes issued by ESP
Funding pursuant to the indenture.

Defendants BNP Paribas and Natixis Financial Products LLC are
both holders of the notes.

LBSF allegedly defaulted under the swap after the company and
Lehman Brothers Holdings Inc., which serves as its credit support
provider, filed for bankruptcy protection.  The early termination
of the swap entitles LBSF to payment in the sum of $8,689,600
from ESP Funding.

While Bank of America has not paid the termination fees to LBSF,
it has continued to pay counterparties to the credit default swap
and other obligations of ESP Funding in compliance with the 2006
indenture.

Michael Johnson, Esq., at Alston & Bird LLP, in New York, says
that as trustee, Bank of America is permitted to continue the
distribution of the proceeds and that such move does not violate
the automatic stay.

The U.S. Bankruptcy Court for the Southern District of New York
will hold a pretrial conference on September 16, 2010.
Defendants have until September 5, 2010, to file a motion or
reply to the complaint.

Bank of America is a wholly owned subsidiary of BANA Holding
Corp., whose stock is indirectly owned by Bank of America Corp.,
a publicly traded company.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Court OKs Termination of Comvest Engagement
------------------------------------------------------------
Before the Petition Date, Lehman Brothers Inc. entered into an
engagement letter with ComVest Investment Advisors LLC -- Adviser
-- whereby LBI was to act as the exclusive global placement agent
to sell interests in ComVest Investment Partners III L.P. --
Fund.

James W. Giddens, Trustee for Lehman Brothers Inc., has determined
that it would be in the best interests of LBI and its estate that
the Agreement be terminated by the LBI estate subject to the
payment to the LBI Trustee of an amount in cash equal to
$2,200,000.

The LBI Trustee and the Adviser obtained approval of a stipulation
whereby:

  (1) Fund agrees to pay the Termination Fee to the LBI
      Trustee in immediately available funds: (i) $1,100,000
      within five days upon approval of the stipulation, and
      (ii) $1,100,000 on the first anniversary of the First
      Payment.  Payment will be made by wire transfer to:

         Union Bank, N.A.
         ABA No. 122000496
         A/C No. 37130196431 TRUSDG
         James W. Giddens, Trustee, LBI Funds Account,
         Account No. 6711860101

  (2) Upon timely payment to and receipt by the LBI Trustee of
      the full Termination Fee, the Agreement will be terminated
      without need for further action by any of the Parties,
      without the need for any further Court approval and,
      without any further obligation or liability and pursuant
      to that termination, Section 7 of the Agreement will no
      longer be operative and will be deemed waived regardless
      of the Agreement.

  (3) Upon timely payment to and receipt by the LBI Trustee of
      the full Termination Fee, the LBI Trustee will be deemed
      to have fully, finally and forever waived, settled,
      and released the Fund and Adviser from all claims arising
      from the Agreement.  Similarly, the Fund and Adviser are
      deemed to have fully, finally and forever waived, settled,
      and released the LBI Trustee and the Securities Investor
      Protection Corporation from all claims arising from the
      Agreement.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Proposes Sonnenschein as Real Estate Counsel
-------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek the
Court's authority to employ Sonnenschein Nath & Rosenthal LLP as
their special counsel effective January 1, 2010.

Sonnenschein has served as one of the Debtors' "ordinary course"
professionals.  The firm's fees for its services, however,
exceeded $1 million prompting the Debtors to seek court approval
to employ the firm as their special counsel.

Pursuant to the Court's prior order, an ordinary course
professional is required to file an application to be employed as
a professional in accordance with Sections 327 and 328 of the
Bankruptcy Code if payment to that professional exceeds
$1 million while the Debtors are still in bankruptcy.

As special counsel, Sonnenschein will continue to represent the
Debtors with respect to various real estate transactions
including loan sales, real estate equity investments, real estate
financings, among others.

Sonnenschein will be paid for its services on an hourly basis and
will be reimbursed for its expenses.  The hourly billing rates
for the firm's professionals range from $500 to $935 for
partners, $265 to $610 for associates, and $140 to $335 for
paraprofessionals.

In a declaration, Linda White, Esq., a member of Sonnenschein,
assures the Court that the firm does not represent or hold any
interest adverse to the Debtors or their estates.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Wins Nod for Momo-O as Japanese Counsel
--------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors received
court authority to employ Momo-o Matsuo & Namba as special counsel
effective February 1, 2010.

The Debtors tapped the firm to provide them legal assistance in
connection with the civil rehabilitation proceedings of Lehman
Brothers Holdings Japan Inc., Lehman Brothers Commercial
Mortgage, Inc., and Sunrise Finance Inc. at the Tokyo District
Court.

Prior to the proposed employment, MMN worked as "ordinary course"
professional for the Debtors, providing them advice in connection
with the civil rehabilitation cases of the Japan-based Lehman
units.  The firm's fees and expenses, however, exceeded the
$1 million compensation cap for ordinary course professionals,
prompting the Debtors to retain the firm as a professional
pursuant to Sections 327 and 328 of the Bankruptcy Code.

MMN will be paid for its services on an hourly basis and will be
reimbursed for its expenses.  The firm's hourly rates are:

  Professionals                Hourly Rates
  -------------                ------------
Partners                     JPY35,000 - JPY60,000
Senior Associates            JPY30,000 - JPY35,000
Associates                   JPY20,000 - JPY30,000

In a declaration, Junya Naito, Esq., a partner at MMN, assures
the Court that the firm does not represent or hold interest
adverse to the Debtors and their estates.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Wins Nod for Paul Hastings as Asset Mgt. Counsel
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors received
the Court's authority to employ Paul Hastings Janofsky & Walker
LLP as their special counsel effective March 1, 2010.

Paul Hastings has served as one of the Debtors' "ordinary course"
professionals.  The firm's fees for its services, however,
exceeded $1 million prompting the Debtors to seek court approval
to employ the firm as their special counsel.

Pursuant to the Court's prior order, an ordinary course
professional is required to file an application to be employed as
a professional in accordance with Sections 327 and 328 of the
Bankruptcy Code if payment to that professional exceeds
$1 million while the Debtors are still in bankruptcy.

As special counsel, Paul Hastings will continue to provide the
services including asset management and negotiation of commercial
real estate lease transactions.  The firm will also represent the
Debtors in mediation and litigation in connection with their
derivative trades and render other services where the Debtors'
general bankruptcy counsel and Jones Day have conflicts.

Paul Hastings will be paid for its services on an hourly basis
and will be reimbursed for its expenses.  The hourly billing
rates for the firm's professionals in the United States range
from $640 to $990 for partners and counsel, $345 to $715 for
associates, and $115 to $460 for paraprofessionals.

Meanwhile, the hourly billing rates for Paul Hastings'
professionals in London range from $779 to $983 for partners and
counsel, $310 to $817 for associates, and $151 to $303 for
paraprofessionals.

The rates of Paul Hastings' professionals in London will vary
depending on the exchange rate in effect on the date of the
invoice, according to Richard Krasnow, Esq., at Weil Gotshal &
Manges LLP, in New York.

In a declaration, Robert Keane Jr., Esq., a partner at Paul
Hastings, assures the Court that the firm does not represent or
hold any interest adverse to the Debtors or their estates.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Judge Wants Witnesses to Appear in Person
----------------------------------------------------------
Joseph Checkler, writing for Dow Jones Daily Bankruptcy Review,
reports that Judge James Peck, who's presiding over Lehman
Brothers' multibillion-dollar lawsuit against Barclays, on Monday
advised lawyers for both sides to stop showing video testimony of
witnesses that work in New York, even though the two sides have
agreed it's okay.

Dow Jones relates that after Barclays lawyer David Boies, Esq., at
Boies, Schiller & Flexner played recorded testimony from Lazard
Freres & Co. managing director Barry Ridings -- Lehman's
investment banker in the sale -- Judge Peck was asked to rule on
whether he'd accept video deposition from another Barclays
witness, Shari Leventhal, the New York Federal Reserve's general
counsel.  Lehman thought the line of questioning would be
irrelevant.

According to Dow Jones, Judge Peck told both sides, "The system is
really designed for searching the truth from witnesses that are
appearing live."  He added, "I'm not really happy having to spend
the afternoon looking at Mr. Ridings' video rather than looking at
Mr. Ridings."

According to Dow Jones, Judge Peck said that he "loves" seeing
live witnesses when the public is present and "testimony really
counts."

"I don't want to see video when there's a witness who can be here
in person," Judge Peck said. "I don't like it. I prefer that you
don't do it. It appears tactical, and it's not going to help you."

Dow Jones relates Mr. Boies said Barclays would hold off on the
video and call Ms. Leventhal to testify in person.

Lehman is suing Barclays in bankruptcy court, alleging that the
British bank finagled a "secret" discount price of $45 billion for
Lehman broker-dealer assets that were worth about $50.6 billion.
The trial reconvened this week in the U.S. Bankruptcy Court in
Manhattan after a nearly two-month break.

                       About Lehman Brothers

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

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

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

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

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

              International Operations Collapse

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

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

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


METRO-GOLDWYN-MAYER: Spyglass Presents Plan to Debt Holders
-----------------------------------------------------------
Ben Fritz, writing for The Los Angeles Times, reported that
Spyglass Entertainment and the Metro-Goldwyn-Mayer leading debtors
subcommittee last week hammered out all the details of a mutually
agreeable plan, according to two people familiar with the
situation.  On Wednesday, those leading debt owners, which include
Anchorage Advisors and Highland Capital, presented the Spyglass
plan to MGM's more than 100 debt owners on a conference call, in
hopes that they will endorse it.

According to the LA Times, the proposal calls for:

     -- Spyglass chiefs Gary Barber and Roger Birnbaum to take
        over a significantly slimmed down MGM following a
        pre-packaged bankruptcy;

     -- MGM would produce several movies per year, including a
        "James Bond" movie and two planned pictures based on "The
        Hobbit," and outsource theatrical distribution to one of
        the six major studios per year;

     -- Messrs. Barber and Birnbaum would get an ownership stake
        of 4% to 5% in the new MGM;

     -- About 15 movie titles owned by Messrs. Barber and
        Birnbaum, such as "The Sixth Sense" and "Seabiscuit,"
        would be folded into MGM's catalog of 4,000 movies; and

     -- Spyglass would remain a separate company producing its own
        films.

According to the LA Times, the full group of debt owners must now
consider the Spyglass plan and conduct due diligence.  It remains
to be seen whether it will approve the proposal or request
changes.

The LA Times said if the group can't reach a final agreement with
Messrs. Barber and Birnbaum, Lions Gate Entertainment is believed
to remain eager to move in with its rival merger proposal.  The LA
Times also noted that Time Warner has a $1.5-billion acquisition
offer on the table for MGM, though several top debt owners believe
that values MGM at too low a price.

The LA Times noted that a Spyglass executive could not be reached
for comment.

                    About Metro-Goldwyn-Mayer

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and Distribution Company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  An investor
consortium, comprised of Providence Equity Partners, TPG Capital,
Sony Corporation of America, Comcast Corporation, DLJ Merchant
Banking Partners and Quadrangle Group, owns MGM.

MGM is grappling with $3.7 billion in debt.  In July 2010, MGM
received a sixth forbearance from its bondholders and lenders,
wherein the lenders extended the period during which MGM won't
have to pay principal and interest on its bank debt, including a
revolving credit facility, until September 15.

As reported by the Troubled Company Reporter on August 12, 2010,
sources told The Wall Street Journal that MGM hopes to file a
"prepackaged" bankruptcy sometime in mid-September, when the
latest waiver on debt payments expires.  J.P. Morgan Chase & Co.,
a major MGM creditor, is working on providing between $150 million
and $200 million in debtor-in-possession financing to steer the
studio through bankruptcy, one of the sources told the Journal.

MGM tried to sell itself in March 2010 but received low bids.  MGM
has hired investment bank Moelis & Company and the law firm
Skadden, Arps, Slate, Meagher & Flom.  In August 2009, it hired
the restructuring expert Stephen F. Cooper to help lead the
company.


MAX & ERMA'S: To Sell Assets to Blue Ribbon for $28 Million
-----------------------------------------------------------
Business First of Columbus reports that a federal bankruptcy judge
approved the sale of Max & Erma's Restaurant Inc. to Blue Ribbon
Holdings LLC for $28 million.

Concept Development Partners LLC, which made a $26.4 million for
the Company's assets, was named back-up bidder.  Concept
Development would purchase the assets if Blue Ribbon fails to
consummate the sale.  The deal is expected to be completed Aug.
31, 2010, report relates.

                          About Max & Erma's

Max & Erma's owns a chain of 106 restaurants located in
Pennsylvania, Ohio, and Michigan, with a few in Chicago,
Washington, Atlanta, and Kentucky.  About 79 are company-owned and
operated, while 27 belong to franchisees.  Max & Erma's is owned
by G&R Acquisitions, North Side.  The chain started operating in
1972, taking the Max & Erma's name from two owners of a bar.

Max & Erma's Restaurant, Inc., sought chapter 11 protection
(Bankr. W.D. Pa. Case No. 09-27807) in Oct. 2009.  At the time of
the filing, the Debtor estimated its assets and debts at less than
$10 million.


MCJUNKIN RED: S&P Downgrades Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on McJunkin Red Man Corp. to 'B' from 'B+'.  The
rating outlook is negative.

At the same time, S&P lowered the issue-level rating on the
company's ABL facility to 'BB-' (two notches above the corporate
credit rating) from 'BB'.  The recovery rating remains '1',
indicating S&P's expectation of very high (90% to 100%) recovery
in the event of a payment default.  Also, S&P lowered the issue-
level rating on the company's $1 billion senior secured notes to
'B-' from 'B'.  The recovery rating remains '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.

The downgrade reflects S&P's assessment that McJunkin's near-term
operating performance will continue to be negatively impacted by a
slower-than-expected recovery in some of its end markets,
particularly the North American midstream and downstream markets.
Anemic customer spending compared with historical standards are
affecting those markets.  In addition, in S&P's view, margins are
being hurt by the combination of rising steel costs (which are
negatively affecting reported results as S&P calculate them on a
last-in/first-out basis) and the highly competitive market
environment.

The negative rating outlook reflects S&P's view that weakness in
the company's end markets will likely continue to pressure
operating performance in the near term resulting in a highly
leveraged financial risk profile.  Specifically, S&P expects
reported EBITDA of around $150 million in 2010, improving to
around $230 million in 2011.  As such, S&P expects leverage to
remain well above 6x through 2011, a level S&P would still
consider to be somewhat weak for the rating given that S&P views
the company's business risk profile as weak.  In addition, the
potential for a covenant violation under the bank facility at its
Canadian subsidiary could constrain the company's overall
liquidity position.

"S&P would consider lowering the rating if operating performance
seems to be tracking materially lower than S&P's current
expectations or if the company breaches the covenant on its
Canadian facility or fails to refinance its Transmark facility
before it matures in December 2010," said Standard & Poor's credit
analyst Sherwin Brandford.

S&P could revise the outlook to stable if operating performance
exceeds expectations in the near term, resulting in adjusted debt
leverage trending to below 6x during the next several quarters and
the company maintains or improves its overall liquidity position
through improved borrowing availability or improved covenant
cushion.


MEXICANA AIRLINES: 6 Investor Groups Interested in Buying Airline
-----------------------------------------------------------------
Lizette Clavel Sanchez, head of the Mexican Aviation Stewards
Union Association, said Wednesday at least six investor groups
had expressed interest in buying Mexicana Airlines, reports
Xinhua News Agency.

However, Ms. Sanchez said in a press conference Mexicana had
scared some investors away by producing unreliable information,
saying the company has accumulated a debt of 5.5 billion dollars
in the first quarter of this year, not its published figure of
1.25 million dollars, notes the report.

"It is not that they are not reporting information, but they are
not giving information with the speed and transparency needed,"
Xinhua quoted Mr. Sanchez as saying.

These statements came one day after the Mexican Airline Pilots
Association said it received a concrete offer from venture
capital firm Advent International for $49 million.

ASPA's purported deal with Advent International provides that
the cash Advent would invest in Mexicana would depend on
government willingness to temporarily supply free fuel and allow
a deferral on payments due for using the country's airspace,
Reuter said.  The potential investment was about half of what the
airline's management says is needed to keep it operating, Reuters
added.

But ASPA spokesman Antonio Vargas Echegoyen subsequently
disclosed in a press conference that Advent only wants to fly 30
airliners, 39 planes less than those at present, according to
Xinhua.

Ms. Sanchez also pointed out in a separate radio interview the
offer would be helpful, yet 100 million dollars are needed for
Mexicana to survive in the long term.

Ms. Sanchez told Radio Formula that other financial institutions
would be welcomed into the talks, but so far Advent is the only
one that has committed cash, Reuters says.

"This is a first step, by showing there are serious investors
looking at the airline," Ms. Sanchez said, notes the report.

Mr. Vargas said the unions are optimistic that Mexicana Airlines
will emerge from bankruptcy under the same brand name but new
management.  He further added that reductions in operations,
fleet size and crew staff will be necessary as the company "owes
more or less six times its value," Dow Jones reported.

Goldman Sachs Group Inc. and Credit Suisse Group AG have been
cited by media as potential investors in the airline.

                      About Mexicana Airlines

Compania Mexicana de Aviacion or Mexicana Airlines --
http://www.mexicana.com/-- is a privately held airline and a
subsidiary of Nuevo Grupo Aeronautico.  Founded in 1921, Mexicana
is the oldest commercial carrier in North America.  Charles
Lindbergh piloted the first trip for Mexicana between Brownsville,
Texas, and Mexico City.

Grupo Mexicana de Aviacion is the parent of Compania Mexicana. Two
other units are Aerovias Caribe S.A. de C.V. (Mexicana Click) and
Mexicana Inter S.A. de C.V. (Mexicana Link).

Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's
largest airline, filed for bankruptcy in the U.S. and Mexico on
August 2, 2010.  In the U.S., the company filed in the U.S.
Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection
(case no. 10-14182), and in Mexico, it filed for the equivalent of
Chapter 11.

Maru E. Johansen, foreign representative of Compania Mexicana,
estimated in the Chapter 15 petition that the company has assets
of US$500 million to US$1 billion and debts of more than
US$1 billion.  William C. Heuer, Esq., at Duane Morris LLP, serves
as counsel to Ms. Johansen.

Mexicana de Aviacion stated that despite its bankruptcy filing, it
expects to continue to operate normally, and that such filings

Bankruptcy Creditors' Service, Inc., publishes Mexicana Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 proceedings
and the ancillary proceedings undertaken by Compania Mexicana de
Aviacion and its units.  (http://bankrupt.com/newsstand/or
215/945-7000).


MEXICANA AIRLINES: Obtains Preliminary Injunction Order in U.S.
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted a preliminary injunction barring anyone from taking
legal actions against Compania Mexicana de Aviacion, S.A. de C.V.

Mexicana Airlines sought preliminary injunction to prevent
creditors and leasing companies from seizing its assets or
terminating their contracts while it is awaiting the Bankruptcy
Court's recognition of its insolvency case in Concurso, Mexico,
as the main proceeding.

In a 10-page order issued August 18, 2010, Judge Martin Glenn
said that Mexicana Airlines "may suffer immediate and irreparable
injury" without the injunction, pointing out that its assets
could be subject to potential actions by creditors in the U.S.

"Such acts could interfere with and cause harm to Mexicana's
efforts to administer its estate pursuant to the Concurso
proceeding and the Mexican Court's administration of the Concurso
proceeding," Judge Glenn said.

A copy of the preliminary injunction order is available for free
at http://bankrupt.com/misc/Mexicana_Orderpreliminjunction.pdf

Mexicana Airlines has already received several notices of default
under its various aircraft and spare engine leases as well as
notices to terminate those leases and ground the aircraft.  Many
of its aircraft were also seized in Canada and there were similar
attempts made in other areas.

Pursuant to the August 18 order, creditors or any concerned party
in the U.S. may only be allowed to take actions against the
company or its U.S.-based assets if there is an approval from the
Bankruptcy Court or the Mexican Court and if there is consent
from Maru Johansen, the company's foreign representative.

The court order, however, does not enjoin anyone from commencing
or continuing any action outside of the U.S. involving the
company or its assets.  If any person obtains judicial relief
from a foreign court and wants to obtain the same from the
Bankruptcy Court, that relief may only be granted upon prior
notice to the foreign representative.

The order also established Ms. Johansen as the representative of
Mexicana Airlines and gave her authority to administer the
company's assets in the U.S.  Both the company and its
representative were granted full protections and rights available
under Section 1519(a)(1)-(3) of the Bankruptcy Code.

Ms. Johansen and Mexicana Airlines were authorized to perform
their obligations in accordance with the Industry Agreements,
pursuant to which they are required to (i) honor and pay
outstanding claims arising in the ordinary course of business,
and (ii) to process customary payments or transfers and to honor
customary transfer requests made by Mexicana Airlines and other
participants.

The Industry Agreements include interline agreements,
clearinghouse agreements and billing and settlement agreements
administered by the International Air Transport Association, the
IATA Clearing House, the Airlines Clearing House Inc. and
Universal Air Travel Plan Inc.

The injunction will remain in effect until Mexicana Airlines'
insolvency case is recognized by the Bankruptcy Court as foreign
main proceeding.

Prior to the Court's entry of its Order, various groups including
leasing companies and lenders filed objections and motions for
relief from preliminary injunction.  These groups include:

A.  C.I.T. Leasing, et al.

C.I.T. Leasing Corporation and CIT Aerospace International
earlier blocked the approval of Mexicana Airlines' application
for preliminary injunction in a bid to seize the aircraft it
leased out to the company.

Mexicana Airlines allegedly breached its lease contracts with the
CIT entities after it failed to pay as much as $5.1 million for
its use of the aircraft.  The contracts had either expired or had
been terminated by the CIT entities after the company defaulted
under the contracts.

The CIT entities argued that the company "had no continuing
possessory interest" in the aircraft when it filed its petitions,
and, thus, would not be harmed if forced to return the aircraft.

Only two of the eight aircraft being leased are expected to be
returned soon to the CIT entities in accordance with the lease
termination agreements the group reached with Mexicana Airlines.

B. Allied Aviation

Allied Aviation Fueling Company of San Antonio Inc. filed a
motion for relief from the temporary restraining order so that it
could suspend or discontinue its "fuel storage and into-plane
fuel services" to Mexicana Airlines.

Allied Aviation expressed concern that Mexicana Airlines may not
be able to meet its postpetition payment obligations in light of
the filing of its insolvency case.

C. Banco Mercantil

Banco Mercantil del Norte S.A. filed an objection seeking relief
from the preliminary injunction and demanding protection in
exchange for Mexicana Airlines' continued use of its cash
collateral.

Banco Mercantil is a lender of the company and is one of those
lenders exempted from the injunction granted earlier by the
Mexican Court.

In its objection, Banco Mercantil demanded the company to account
for the use of its cash collateral held in the bank's two deposit
accounts during the pendency of its insolvency case; to use the
cash in accordance with a budget agreeable to the bank; grant the
bank replacement liens and superpriority administrative priority
claims, among other things.

Mexicana Airlines owes Banco Mercantil about US$123.6 million
under an April 17, 2008 credit agreement.  Its obligations to the
bank are secured by the deposit accounts pledged in favor of its
collateral agent, Inter National Bank, as well as by their
proceeds.

Federico Santos Cernuda, legal director of Banco Mercantil, said
that Mexicana Airlines does not have equity in the funds since
the value of the cash collateral is well below what is owed by
the company to the bank.

D.  Flying Food

Flying Food Catering Inc. sought a court ruling holding that the
injunction does not bar it from either discontinuing its
postpetition services to Mexicana Airlines or requiring the
company to pay cash in advance for those services.

Flying Food provides the company catering and garbage removal
services at the O'Hare International Airport in Illinois.

E.  GE Capital Aviation

GE Capital Aviation Services Limited and its affiliates objected
to the scope of the TRO and the preliminary injunction, saying it
is "too broad" and exceed the purpose of Chapter 15 of the
Bankruptcy Code.

GE Capital is particularly opposed to the application of the
injunction to actions taken pursuant to orders of the Mexican
Courts that do not affect the U.S.-based assets of Mexicana
Airlines, and are not lawfully enjoined in its insolvency case.

F. Menzies Aviation

Menzies Aviation (USA) Inc. filed a motion seeking relief from
the TRO and demanding Mexicana Airlines to either assume or
reject their standard ground handling agreements or to provide
adequate assurance of future performance like changed terms for
payment.

Menzies Vice-President for Commercial and Corporate Services
Philip Harnden said Mexicana Airlines has failed and refused to
make payments due under the SGHA, and is in default under the
agreement.

G.  Integrated Airline

Integrated Airline Services Inc. objected to the imposition of
the injunction because it does not require Mexicana Airlines to
pay its ramp and passenger services under an agreement dated
October 1, 2009.

IAS asked the Bankruptcy Court to issue a ruling that the TRO or
any injunction does not prevent IAS from exercising its rights
under an agreement with Mexicana Airline.

H. Aviation Port

Aviation Port Services LLC, another supplier of Mexicana Airlines,
expressed concern that the injunction would require it to
continue performing under a 2009 standard ground handling
agreement without receiving advance payment or adequate assurance
of payment for its services.

I.  Aircraft Service

Aircraft Service International Inc. complained that its interest
is not sufficiently protected as required under bankruptcy law.
Aircraft Service asked the Bankruptcy Court either to deny
Mexicana Airlines' request for preliminary injunction or to
require the company to provide a US$300,000 security deposit or
cash-in-advance payment terms.

J. The Greater Orlando Aviation Authority, et al.

The Greater Orlando Aviation Authority, and a consortium of
airport authorities represented by New York-based Edwards Angell
Palmer & Dodge LLP, complained over the lack of notification
about Mexicana Airlines' request to insert provisions with
respect to the treatment of postpetition claims against the
company or the treatment of passenger facility charge trust
funds.  They sought a court ruling providing them postpetition
protections and benefits provided to other service providers and
counterparties to the contracts.

K. Servisair

Mexicana and Servisair LLC, Servisair USA Inc, Servisair & Shell
Fuel Services LLC are parties to several International Air
Transportation Association Standard Ground Handling Agreements.
However, Servisair clarifies that no agreement has been
negotiated or signed and thus, this service has been provided as
an accommodation only.

Servisair notes that the cancellation of Mexicana flights has
adversely affected its ability to continue to meet the cost of
its labor forces and equipment expenses.  Servisair is doubtful
that Mexicana will have enough money to pay it and similar
service providers who remain obligated under Court Order
to continue providing services.

Servisair, hence, filed a motion for relief from the TRO and ask
the Court to hold that it is allowed to discontinue the services
or in the alternative, for the Court to compel Mexicana to
provide adequate assurance of future performance like pre-
payment, or deposits for the benefit of the creditor.

John R. Guest, Servisair vice president and general counsel,
filed a declaration in support of the request.

L. EAST Trust

EAST Trust-Sub 12 filed a motion for relief from the TRO arguing
that a lease agreement between it and Mexicana was validly
terminated prior to Mexicana's Concurso Proceeding, and
therefore, any automatic stay is inapplicable to it.

L. Others

International Lease Finance Corp., Whitney Ireland Leasing
Limited and Calliope Limited filed a supplemental memorandum and
a declaration in support of their motion for relief from the TRO.
Both documents further address the issues over whether Mexicana
Airlines' possession of the aircraft makes the aircraft property
of its bankruptcy estate; whether the aircraft is property of the
estate under Mexican law, among other issues.

                   Court Addresses Objections

Pursuant to the August 18 court order, the Court held that Allied
Aviation, Flying Food, Menzies, Integrated Airline, Aviation
Port, Aircraft Service and the Servisair entities can discontinue
their services unless Mexicana Airlines meets certain conditions
that will provide sufficient protection to its suppliers.  These
conditions include maintaining the company's insurance coverage,
payment for postpetition goods and services, among other things.

In response to GE Capital's objection, the Bankruptcy Court
inserted a provision stating that the order does not enjoin
anyone from commencing or continuing any judicial, administrative
or other action outside of the U.S. involving Mexicana or its
assets.  The Bankruptcy Court, meanwhile, denied the motion by
East Trust-Sub 12 for relief from preliminary injunction.

The injunction does not apply to or does not enjoin Banco
Mercantil from exercising its rights and remedies against
Mexicana Airlines' U.S.-based assets arising under their
agreements, which include (i) the Credit Agreement dated
April 17, 2008, among Banorte, Mexicana, as an obligor, and
certain non-debtor affiliates of Mexicana parties (ii) Deposit
Account Security Agreement dated June 16, 2008, among Inter
National Bank, as collateral agent, Mexicana and Aerovias Caribe,
S.A. de C.V., as grantors, and (iii) the Collateral Agency
Agreement dated June 16, 2008, between Banorte and INB, the order
stated.

INB will remain subject to the court order, except to the extent
acting on instructions given to it by Banorte Mercantil
consistent with those agreements.  The court order does not
relieve any party's obligation to perform under the (i) June 12,
2002 agreement between U.S. Bank N.A. and Mexicana Airlines, and
(ii) the Terms and Conditions for Worldwide Acceptance of the
American Express Card By Airlines among Mexicana Airlines and
Aerovias Caribe S.A. de C.V., Grupo Mexicana de Aviacion S.A. de
C.V. and American Express Travel Related Services Company Inc.
dated May 10, 2006.

Nothing in the Bankruptcy Court's August 2 and 18 orders to Show
Cause with TRO, or in Section 362 of the Bankruptcy Code enjoins
or prevents Marco Aircraft Leasing Ltd., Wells Fargo Bank
Northwest N.A., AFT Trust-Sub I, Celestial Aviation Trading 43
Ltd., Celestial Aviation Trading 68 Ltd., Celestial Aviation
Trading 69 Ltd., International Lease Finance Corp., Calloipe
Ltd., Sierra Leasing Ltd. and Whitney Ireland Leasing Ltd. from
exercising their rights or remedies with respect to certain
assets.  A list of these assets is available for free at:

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

With respect to the objection of the airport authorities, the
Court held that the order does not prohibit Mexicana Airlines
from remitting fees and taxes that are not property of the
estate.  Mexicana has already confirmed to the Bankruptcy Court
that it recognizes and will fulfill all of its obligations
including its obligations to remit fees and taxes, and to
segregate and remit passenger facility charges to U.S. airports.

The hearing to consider the objection of Wells Fargo Bank, Marco
Aircraft and AeroTurbine with respect to certain spare parts and
engines owned by Aeroturbine as well as the objection of the CIT
entities was adjourned per agreement with Mexicana Airlines.  The
date of the hearing has not yet been determined.

Meanwhile, Pacific Fuel Trading Corp. withdrew its motion for
relief from the temporary restraining order after it reached an
agreement with Mexicana Airlines to resolve the motion.

                 Recognition of Concurso Proceeding

The hearing to consider Mexicana Airlines' motion for recognition
of its insolvency case as foreign main proceeding has been set
for September 8, 2010, at 11:00 a.m.   Deadline for filing
objections or responses is September 1, 2010, at 4:00 p.m.

                      About Mexicana Airlines

Compania Mexicana de Aviacion or Mexicana Airlines --
http://www.mexicana.com/-- is a privately held airline and a
subsidiary of Nuevo Grupo Aeronautico.  Founded in 1921, Mexicana
is the oldest commercial carrier in North America.  Charles
Lindbergh piloted the first trip for Mexicana between Brownsville,
Texas, and Mexico City.

Grupo Mexicana de Aviacion is the parent of Compania Mexicana. Two
other units are Aerovias Caribe S.A. de C.V. (Mexicana Click) and
Mexicana Inter S.A. de C.V. (Mexicana Link).

Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's
largest airline, filed for bankruptcy in the U.S. and Mexico on
August 2, 2010.  In the U.S., the company filed in the U.S.
Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection
(case no. 10-14182), and in Mexico, it filed for the equivalent of
Chapter 11.

Maru E. Johansen, foreign representative of Compania Mexicana,
estimated in the Chapter 15 petition that the company has assets
of US$500 million to US$1 billion and debts of more than
US$1 billion.  William C. Heuer, Esq., at Duane Morris LLP, serves
as counsel to Ms. Johansen.

Mexicana de Aviacion stated that despite its bankruptcy filing, it
expects to continue to operate normally, and that such filings

Bankruptcy Creditors' Service, Inc., publishes Mexicana Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 proceedings
and the ancillary proceedings undertaken by Compania Mexicana de
Aviacion and its units.  (http://bankrupt.com/newsstand/or
215/945-7000).


MEXICANA AIRLINES: Suspends Some Services, To Return Planes
-----------------------------------------------------------
Mexicana Airlines said it is returning some aircraft and is
suspending some services offered by its low-cost and regional
units, according to an August 18, 2010, report by Dow Jones.

Adolfo Crespo, senior vice-president of customer service and
corporate communications, said the company is set to return eight
aircraft to leasing companies by the end of the week.  Mexicana
Airlines had already handed back seven aircraft, Dow Jones
reported.

An earlier report by Aviation Week, a trade publication, said
that Mexicana Airlines had agreed to return 27 Airbus aircraft to
leasing companies, including 12 to the General Electric Co.'s
aircraft leasing arm.

Mexicana has an operational fleet of 64 planes, but three had
already been grounded by their owners.

In another development, Grupo Mexicana, which controls the
company, said in a statement that flights operated by all three
of the group's airlines would be subject to changes from midnight
on August 18, 2010.  No destinations, however, would be canceled
as a result of the changes although fewer flights would be
available on certain routes, according to the statement.

Passengers are advised to visit www.cmainforms.com,
www.mexicana.com or contact Mexicana Airlines through twitter
@mexicanaair for further information.

                      About Mexicana Airlines

Compania Mexicana de Aviacion or Mexicana Airlines --
http://www.mexicana.com/-- is a privately held airline and a
subsidiary of Nuevo Grupo Aeronautico.  Founded in 1921, Mexicana
is the oldest commercial carrier in North America.  Charles
Lindbergh piloted the first trip for Mexicana between Brownsville,
Texas, and Mexico City.

Grupo Mexicana de Aviacion is the parent of Compania Mexicana. Two
other units are Aerovias Caribe S.A. de C.V. (Mexicana Click) and
Mexicana Inter S.A. de C.V. (Mexicana Link).

Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's
largest airline, filed for bankruptcy in the U.S. and Mexico on
August 2, 2010.  In the U.S., the company filed in the U.S.
Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection
(case no. 10-14182), and in Mexico, it filed for the equivalent of
Chapter 11.

Maru E. Johansen, foreign representative of Compania Mexicana,
estimated in the Chapter 15 petition that the company has assets
of US$500 million to US$1 billion and debts of more than
US$1 billion.  William C. Heuer, Esq., at Duane Morris LLP, serves
as counsel to Ms. Johansen.

Mexicana de Aviacion stated that despite its bankruptcy filing, it
expects to continue to operate normally, and that such filings

Bankruptcy Creditors' Service, Inc., publishes Mexicana Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 proceedings
and the ancillary proceedings undertaken by Compania Mexicana de
Aviacion and its units.  (http://bankrupt.com/newsstand/or
215/945-7000).


MIDWEST BANC: Files for Chapter 11 Protection
---------------------------------------------
Midwest Banc Holdings, Inc. filed for chapter 11 protection in
Chicago on August 20 (Bankr. N.D. Ill. Case No. 10-37319).

Midwest Banc Holdings is the holding company for Midwest Bank and
Trust Company.  The bank, however, became subject to FDIC
receivership this May.

netDockets recounts that on May 14, 2010, Midwest Bank was closed
by regulators in May and most of its deposits were assumed by
FirstMerit Bank, N.A. of Akron, Ohio.

Midwest Banc disclosed assets of $9,690,937 and debts of
$144,746,169 as of the bankruptcy filing.

The Company's balance sheet as of March 31, 2010, showed
$3.182 billion in total assets and $3.232 billion in total
liabilities, and a stockholders' deficit of $49.5 million.

William J. Connelly, Esq., at Hinshaw & Culbertson LLP, serves as
counsel to the Debtor.


MOVIE GALLERY: Great American Auctions Office Equipment
-------------------------------------------------------
Movie Gallery, Inc., intends to have the contents of its corporate
offices in Wilsonvile, Oregon, completely disposed through a
public auction to be conducted by Great American Group, Inc., a
provider of asset disposition, valuation and appraisal services.

The Wilsonville offices of Movie Gallery is a 100,000 square foot
facility.

The sale features a very large selection of quality office
furnishings, computers, servers, and other business machines, a
kitchen/cafeteria with professional-grade equipment, consumer
electronics, and a wide variety of motion picture and video game
memorabilia, promotional materials, toys, and other collectible
items.

The public auction was conducted live, on-site, last August 17,
2010, in a traditional outcry sale platform with a simultaneous
internet webcast to allow for dynamic, competitive, online
bidding.

"This auction offers commercial and industrial buyers a chance to
acquire some very nice furniture and equipment at what may
represent significant savings over brand new merchandise,"
commented Mark Weitz, President of Great American Group's
Wholesale and Industrial Services.  "Many of the movie and game-
related items are promotional, out-of-print, or hard-to-find, and
potentially of great interest to memorabilia collectors," Mr.
Weitz continued.

                       About Movie Gallery

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

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

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

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


MOVIE GALLERY: Proposes Leach Travell as Insurance Counsel
----------------------------------------------------------
Movie Gallery Inc. and its units seek the Court's authority to
employ Leach Travell Britt pc as their special counsel pursuant to
an engagement letter dated August 9, 2010.

The Debtors note that various issues and concerns have been
raised by Liberty Mutual Insurance Company and its affiliates,
with whom the Debtors maintained various insurance policies, in
the Chapter 11 cases.

Both Kutak Rock LLP and Sonnenschein Nath & Rosenthal LLP, the
Debtors' regular counsels, have pre-Commencement Date client
relationships with Liberty Mutual, so that those firms and the
Debtors have determined that the Debtors should employ special
counsel to handle all matters relating to the Policies.

The Debtors say that they chose Leach Travell because of, among
other things, Leach Travell's experience and expertise in the
field of business reorganizations under Chapter 11 of the
Bankruptcy Code, the Firm's experience and expertise in
representing debtors-in-possession, and the Firm's ability to
respond promptly and efficiently to the legal issues that may
arise in connection with the Debtors' relationship with Liberty
Mutual or other matters.

As the Debtors' special counsel, Leach Travell will be (a) acting
as conflicts counsel to the Debtors in connection with matters
that cannot be appropriately handled by Sonnenschein Nath or
Kutak Rock because of a conflict of interest or otherwise; and
(b) performing all other necessary or otherwise beneficial legal
services for the Debtors in connection with the prosecution of
the Chapter 11 cases.

Leach Travell will be paid based on its hourly rates and will be
reimbursed for its necessary out-of-pocket expenses:

    Principal                 $415
    Associates                $300
    Paraprofessionals         $100

Stephen E. Leach, Esq., a principal of Leach Travell, assures the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                       About Movie Gallery

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

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

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

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


NATION ENERGY: Files 10-K for FY 2007; Going Concern Doubt Raised
-----------------------------------------------------------------
Nation Energy, Inc., filed on August 16, 2010, its annual report
on Form 10-K for the year ended March 31, 2007.

Stark, Winter, Schenkein & Co, LLP, in Denver, Colo., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations, has no current
source of operating revenues, and needs to secure financing to
remain a going concern.

The Company reported a net loss of $217,672 on $263,651 of revenue
for the fiscal 2007, compared with a net loss of $488,771 on
$511,500 of revenue for fiscal 2006.

The Company's balance sheet as of March 31, 2007, showed
$1.5 million in total assets, $1.7 million in total liabilities,
and a stockholders' deficit of $242,113.

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

               http://researcharchives.com/t/s?69a2

                       About Nation Energy

Vancouver, Canada-based Nation Energy Inc. has existed as a shell
corporation and has conducted no business since the sale of all of
its oil and gas operations effective June 1, 2008.  The Company is
currently reviewing new business opportunities in the resource
sector.


NEFF CORP: Selects Wayzata to Sponsor Plan of Reorganization
------------------------------------------------------------
BankruptcyData.com reports that Neff Corp. announced that it had
selected an affiliate of Wayzata Investment Partners as the
successful bidder to sponsor Neff's Plan of Reorganization at a
U.S. Bankruptcy Court-approved auction conducted as a part of
Neff's prearranged reorganization proceedings.  Neff also
announced that it had designated a bid submitted by a group
composed of an affiliate of Odyssey Investment Partners and
certain of Neff's second lien lenders as the backup bid submitted
at the auction.

Neff has also filed with the Court a Second Amended Joint Plan to
incorporate the terms of Wayzata's successful bid.  As a result of
the auction, cash recoveries available to Neff's second lien
lenders have increased from $10 million to $73 million.

In addition, first lien term loan lenders may elect to receive
payment in full in cash or participate in a rights offering for up
to $181.6 million.  The rights offering is fully backstopped by
Wayzata.  "I am pleased with the auction results and the
additional value for our stakeholders generated by the auction. I
look forward to working with Wayzata Investment Partners to build
long term value for Neff and its stakeholders," said Graham Hood,
Neff's chief executive officer.  The deadline to vote on Neff's
Plan is September 1, 2010, with Neff's confirmation hearing
scheduled to occur on September 14, 2010.

                          About Neff Corp.

Privately held Neff Corp., doing business as Neff Rental, provides
construction companies, golf course developers, industrial plants,
the oil industry, and governments with reliable and quality
equipment that is delivered on time where it is needed.  With more
than 1,000 employees operating from branches coast to coast, Neff
Rental is ranked by Rental Equipment Register (RER) magazine as
one of the nation's 10 largest  equipment rental companies.

Neff Corp. and its units, including Neff Rental Inc. filed for
Chapter 11 on May 17, 2010 (Bankr. S.D.N.Y. Case No. 10-12610).

Based in Miami, Neff has assets of $299 million and debt of
$609 million, according to the disclosure statement explaining the
plan.  Funded debt totals $580 million.  Revenue in 2009 was
$192 million.


NEOMEDIA TECHNOLOGIES: Earns $9.5 Million in Q2 Ended June 30
-------------------------------------------------------------
NeoMedia Technologies, Inc., filed its quarterly report on Form
10-Q, reporting net income of $9.5 million on $221,000 of revenue
for the three months ended June 30, 2010, compared with net income
of $78.1 million on $136,000 of revenue for the same period of
2009.

For the three months ended June 2010 and 2009, respectively, the
Company's loss from operations increased to $1.8 million, from
$1.5 million.

The Company's balance sheet as of June 30, 2010, showed
$9.0 million in total assets, $58.3 million in total liabilities,
$8.6 million in Series C convertible preferred stock, $2.5 million
in Series D convertible preferred stock, and a stockholders'
deficit of $60.4 million.

As reported in the Troubled Company Reporter on April 1, 2010,
Kingery & Crous, P.A., in Tampa, Fla., 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 the
Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.

The Company discloses in its latest 10-Q that it currently does
not have sufficient cash to sustain it for the next twelve months.
"Should our lender YA Global Investments, L.P. choose not to
provide us with capital financing, or if we do not find
alternative sources of financing to fund our operations, or if we
are unable to generate significant product revenues, we only have
sufficient funds to sustain our current operations through
approximately September 15, 2010.  We do not have a commitment for
any additional financing."

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

               http://researcharchives.com/t/s?6992

                   About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.


NOVADEL PHARMA: Posts $1.1 Million Net Loss in Q2 Ended June 30
---------------------------------------------------------------
NovaDel Pharma Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $1.1 million on $66,000 of revenue for the
three months ended June 30, 2010, compared with a net loss of
$1.7 million on $67,000 revenue for the same period of 2009.  As
of June 30, 2010, the Company had cash and cash equivalents of
$3.1 million, negative working capital of $2.0 million, and an
accumulated deficit was $85.2 million.

For the quarter ended June 30, 2010, the loss from operations was
$1.3 million as compared to $1.5 million for the quarter ended
June 30, 2009.

Steven B. Ratoff, Chairman and CEO said, "I am pleased with the
progress made during the second quarter in managing our expenses
as we move forward with the development of Duromist(TM).  Our
pilot pharmacokinetic trial for Duromist(TM) was initiated on
July 31, 2010.  We also look forward to the commercialization of
NitroMist(R) and Zolpimist(TM) by our licensees, which we expect
later this year."

The Company's balance sheet as of June 30, 2010, showed
$3.6 million in total assets and $9.5 million in total
liabilities, and a stockholders' deficit of $5.8 million.

As reported in the Troubled Company Reporter on April 6, 2010,
J.H. Cohn LLP, in Roseland, N.J., 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 of the
Company's recurring losses from operations and negative cash flows
from operating activities.

The Company acknowledges in its latest 10-Q that based on its
operating plan, it expects that its existing cash and cash
equivalents, along with the milestone payments it expects to
receive under its existing license agreements, will fund its
operations only through December 31, 2010.

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

               http://researcharchives.com/t/s?699b

Bridgewater, N.J.-based NovaDel Pharma Inc. (OTC BB: NVDL)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed pharmaceuticals.


OMNICRAFT WOODWORKING: Case Summary & 20 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Omnicraft Woodworking, LLC
        29 Broadway
        New York, NY 10006

Bankruptcy Case No.: 10-14398

Chapter 11 Petition Date: August 17, 2010

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

Judge: Martin Glenn

Debtor's Counsel: Avrum J. Rosen, Esq.
                  THE LAW OFFICES OF AVRUM J. ROSEN, PLLC
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536
                  E-mail: ajrlaw@aol.com

Scheduled Assets: $901,883

Scheduled Debts: $2,982,714

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nysb10-14398.pdf

The petition was signed by Walter Pliszak, member.


ORLEANS HOMEBUILDERS: Wants to Surrender Life Insurance Policies
----------------------------------------------------------------
BankruptcyData.com reports that Orleans Homebuilders filed with
the U.S. Bankruptcy Court a motion seeking an order, pursuant to
Bankruptcy Code Section 363, for the authority to surrender
certain life insurance policies in exchange for their cash
surrender value.  According to the motion, as of July 31, 2010,
the policies had a cash surrender value of $3.9 million. A hearing
on the matter is scheduled for September 8, 2010.

                      About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10684).  Cahill Gordon & Reindell
LLP is the Debtor's bankruptcy and restructuring counsel.  Curtis
S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, are the Debtor's Delaware and restructuring
counsel.  Blank Rome LLP is the Debtor's special corporate
counsel.  Garden City Group Inc. is the Debtor's claims and notice
agent.  The Company estimated assets and debts at $100 million to
$500 million.


PETER LAHNER: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Peter G. Lahner
               Brenda M. Lahner
               1056 Tahoe Boulevard
               Incline Village, NV 89451

Bankruptcy Case No.: 10-53281

Chapter 11 Petition Date: August 18, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtors' Counsel: Stephen R. Harris, Esq.
                  BELDING, HARRIS & PETRONI, LTD
                  417 W. Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  E-mail: steve@renolaw.biz

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

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

A list of the Joint Debtors' 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-53281.pdf


PHILADELPHIA NEWSPAPERS: Pension Funds Agree to $1.5MM Settlement
-----------------------------------------------------------------
Philadelphia Inquirer staff writer Andrew Maykuth reports that the
employee pension plans at Philadelphia Newspapers L.L.C. have
agreed to accept $1.5 million to settle their claims against the
bankrupt media company, resolving an issue that had hung over the
company's reemergence under new ownership.

As reported by the Troubled Company Reporter on July 12, 2010,
Chief Bankruptcy Judge Stephen Raslavich denied a request by
employee pension plans to put Philadelphia Newspapers'
reorganization on hold while the pension plans appeal the
bankruptcy plan in U.S. District Court.  The funds oppose the
reorganization because the new owners will be absolved of
responsibility for funding pension shortfalls.

According to Mr. Maykuth, seven union pension plans had said they
were owed $12 million to cover funding shortfalls that had accrued
since the company -- owner of The Inquirer, the Philadelphia Daily
News, and Philly.com -- filed for bankruptcy in February 2009.
The company's lenders are in the process of taking possession of
the company, which they plan to rename Philadelphia Media Network
Inc.

Mr. Maykuth reports that as part of the settlement, the pension
plans agreed to drop their appeals of the reorganization plan,
which absolves the new owners of responsibility for keeping the
pensions funded in the future.  The pension funds and the
newspaper's owners agreed to "fully and finally" settle the issues
rather than engage in a protracted legal battle, according to
papers filed with the U.S. Bankruptcy Court.

The company asked the court on Friday to schedule a hearing for
Thursday to accept the settlement.

According to Mr. Maykuth, the position of the pension plans was
weakened in July when Judge Raslavich denied their request to
delay the reorganization pending appeal.

Under a reorganization plan that Judge Raslavich confirmed in
June, the Debtor is being sold for $139 million to 16 financial
institutions that were among its senior lenders.

The report relates that after meeting privately with labor and
management representatives last week Tuesday, Judge Raslavich said
he was "encouraged" to learn that most of the unions had reached
contract agreements with the new owners, removing some of the last
impediments to an ownership transfer.  The report says Judge
Raslavich offered to act as a mediator to resolve the unsettled
contracts. "I'm hopeful the parties will reach an amicable
resolution of those issues," he said.

According to Mr. Maykuth, the new owners have received concessions
from the unions, including wage reductions, furloughs, longer
workweeks, and changes in work rules. Rather than contributing to
the pension plans, the company will offer union members a 50
percent match for up to 6 percent of pay contributed to a company-
sponsored 401(k).

The company's largest union, the Newspaper Guild, has agreed to a
three-year pact that includes a 2% across-the-board pay cut and 10
unpaid furlough days a year, equivalent to an additional 4% cut.
The Guild, which represents journalists and advertising and
circulation staff, has scheduled a ratification vote for today,
August 24.

The TCR, citing Dow Jones, reported that the Chapter 11 plan
provides a slight recovery for some lower classes of creditors,
despite the fact that the senior secured lenders, which fall ahead
in the line to be paid, are owed $318 million, far more than their
$135 million offer will cover.  Certain holders of pre-bankruptcy
mezzanine debt and unsecured creditors are slated to share in a
liquidation trust containing proceeds from avoidance actions, and
the holders of mezzanine claims will see 2.3% of equity in the new
company as well.  The lenders will be repaid with their choice of
equity in the new company or a cash distribution.

Philadelphia Newspapers' plan also contemplates a $39.3 million
bankruptcy exit loan from a group of lenders led by Bank of Utah.
The money will help pay for the costs accrued since Feb. 22, 2009,
when the Debtors filed for bankruptcy protection, and provide the
company with working capital moving forward.

The reorganized company will be known as Philadelphia Media
Network Inc. and led by publisher and Chief Executive Greg Osberg,
a former president and publisher of Newsweek, and chief operating
chief Bob Hall, who was once publisher of the Inquirer and Daily
News.  Bruce Meier, an executive with restructuring firm Alvarez &
Marsal, who had served as a consultant for Philadelphia
Newspapers, will serve as its chief financial officer.

                About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products.  The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Mark K. Thomas, Esq., and Paul V.
Possinger, Esq., at Proskauer Rose LLP in Chicago, Illinois; and
Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq.,
and Anne M. Aaronson, Esq., at Dilworth Paxson LLP, in
Philadelphia, Pennsylvania, serve as bankruptcy counsel.  The
Debtors' financial advisor is Jefferies & Company Inc.  The Garden
City Group, Inc., serves as claims and notice agent.

Ben Logan, Esq., at O'Melveny & Myers LLP in Los Angeles,
California; and Gary Schildhorn, Esq., at Eckert Seamans Cherin &
Mellott, LLC in Philadelphia, represent the Official Committee of
Unsecured Creditors.  Fred S. Hodara, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP in
New York, represent the Steering Group of Prepetition Secured
Lenders.

Philadelphia Newspapers estimated $100 million to $500 million in
both assets and debts its bankruptcy petition.


POWER EFFICIENCY: Posts $1.4 Million Net Loss in Q2 Ended June 30
-----------------------------------------------------------------
Power Efficiency Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $1.4 million on $125,575 of revenue
for the three months ended June 30, 2010, compared with a net loss
of $359,594 on $75,393 of revenue for the same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$6.6 million in total assets, $1.4 million in total liabilities,
and a stockholders' equity of $5.2 million.

As reported in the Troubled Company Reporter on April 6, 2010,
Sobel & Co., LLC, in Livingston, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations, and the Company has experienced a
deficiency of cash from operations.

The Company discloses in its latest 10-Q that it experienced a
$1.1 million deficiency of cash from operations for the six months
ended June 30, 2010, and expects significant cash deficiencies
from operations until the Company's sales and gross profit grow to
exceed its cash needs.

                      About Power Efficiency

Las Vegas, Nev.-based Power Efficiency Corporation (OTC BB: PEFF)
-- http://www.powerefficiency.com/-- is a clean technology
company focused on efficiency technologies for electric motors.


PURADYN FILTER: Posts $436,200 Net Loss in Q2 Ended June 30
-----------------------------------------------------------
Puradyn Filter Technologies Incorporated filed its quarterly
report on Form 10-Q, reporting a net loss of $436,223 on $761,341
of revenue for the three months ended June 30, 2010, compared with
a net loss of $450,978 on $729,131 of revenue for the same period
of 2009.

Sales to two customers accounted for $342,981, or 45% of net sales
for the three-months ended June 30, 2010.  For the three-months
ended June 30, 2009, sales to two customers accounted for 59% of
net sales.

The Company's balance sheet as of June 30, 2010, showed
$1.8 million in total assets, $8.0 million in total liabilities,
and a stockholders' equity of $6.2 million.

As reported in the Troubled Company Reporter on April 24, 2010,
Webb and Company, P.A., in Boynton Beach, Fla., 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 the Company has suffered recurring losses from
operations, its total liabilities exceed its total assets, and it
has relied on cash inflows from an institutional investor and
current stockholder.

                    About Puradyn Filter

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) -- http://www.puradyn.com/-- designs,
manufactures, markets and distributes worldwide the puraDYN(R)
bypass oil filtration system for use with substantially all
internal combustion engines and hydraulic equipment that use
lubricating oil.


RANCHER ENERGY: Vander Ploeg Owns 5.9% of Common Stock
------------------------------------------------------
Andrew P. Vander Ploeg, currently a Trader with Wilson Davis &
Co., discloses that as of August 13, 2010, he may be deemed to
beneficially own 7,000,000, or 5.9%, of Rancher Energy Corp.'s
$0.00001 par value common stock.

A full-text copy of Mr. Vander Ploeg's Schedule 13D is available
for free at http://researcharchives.com/t/s?6999

                      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.

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.


REMOTEMDX INC: Posts $2.05MM Net Loss in June 30 Quarter
--------------------------------------------------------
RemoteMDx, Inc., now known as SecureAlert, Inc., filed with the
U.S. Securities and Exchange Commission its quarterly report for
period ended June 30, 2010.

For three months ended June 30, 2010, the Company posted net loss
of $2,054,238 compared with net loss of $5,032,308 for the same
period ended June 31, 2009.  For nine months ended June 30, the
Company posted net loss of $11,084,874 compared with net loss of
$14,037,457 for the same period ended June 2009.

The Company's balance sheet at June 30, 2010, showed total assets
of $12,344,022, total liabilities of $8,474,692 and a
stockholder's equity of $3,869,330.

The Company related that its is unable to finance its business
solely from cash flows from operating activities.  During the nine
months ended June 30, it supplemented cash flows to finance its
business from the issuance of debt and equity securities,
providing net cash proceeds from financing activities of
$7,507,554.

As of June 30, the Company had unrestricted cash of $1,879,955 and
a working capital deficit of $3,831,420, compared to unrestricted
cash of $602,321 and a working capital deficit of $16,476,897 as
of September 2009.  The improvement in working capital deficit is
due to the conversion of $16,910,753 in debt in exchange for
shares of its Series D Preferred stock.  For the nine months ended
June 30, its operating activities used cash of $4,484,573,
compared to $6,705,204 of cash used in operating activities for
the nine months ended June 2009.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?694f

                       About RemoteMDx Inc.

Headquartered in Sancy, Utah, RemoteMDx Inc. (OTCBB: RMDX),
http://www.remotemdx.com/-- markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.

                       Going Concern Doubt

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, expressed
substantial doubt about RemoteMDx, Inc., and subsidiaries' ability
to continue as a going concern after auditing the Company's
consolidated financial statements as of and for the years ended
September 30, 2009, and 2008.  The independent public accounting
firm reported that the Company has incurred losses and has an
accumulated deficit.


RIDDHI SIDDHI: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Riddhi Siddhi, LLC
        10870 Crain Highway
        Faulkner, MD 20632

Bankruptcy Case No.: 10-28919

Chapter 11 Petition Date: August 18, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Richard M. McGill, Esq.
                  LAW OFFICES OF RICHARD M. MCGILL
                  P.O. Box 358
                  5303 West Court Drive
                  Upper Marlboro, MD 20773
                  Tel: (301) 627-5222
                  E-mail: mcgillrm@aol.com

Estimated Assets: $0 to $50,000

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

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-28919.pdf

The petition was signed by Hement Vaidya, managing member.


ROTHSTEIN ROSENFELDT: Chapter 11 Trustee Probes Fla. Steakhouse
---------------------------------------------------------------
Jacqueline Palank at Dow Jones Daily Bankruptcy Review reports
that Herbert Stettin -- the Chapter 11 trustee overseeing the
bankruptcy estate of Scott Rothstein's Rothstein Rosenfeldt Adler
PA law firm -- last week filed court papers with the U.S.
Bankruptcy Court in Fort Lauderdale, Fla., directing a
representative of the Florida Capital Grille steakhouse chain to
appear for a deposition on Sept. 7.  Mr. Stettin also wants the
Capital Grille to turn over any documents it has related to the
law firm's bank accounts, canceled checks, debt and credit
advices, deposit slips and details.  The documents he's seeking
stretch back to 2005.

The report notes the restaurant was the site of a fundraiser
sponsored by Levinson Jewelers in Plantation, Fla., which counted
Mr. Rothstein as one of its biggest -- and one of its most
problematic -- customers.  Mr. Rothstein and wife Kimberly were
guests at the 2008 event, which raised more than $16,000 for
Operation Iraqi Children and featured appearances by actors Gary
Sinise and Stephen Baldwin.

The restaurant was where Mr. Rothstein was spotted sipping a
martini last fall upon his return to the U.S. after a suspicious
and abrupt trip to Morocco.  The Broward-Palm Beach New Times sat
down with Mr. Rothstein and his attorney there, where the lawyer
pledged to fix his mistakes -- referring, of course, to the Ponzi
scheme that bilked investors out of more than $1 billion.  His
lawyer also insisted that Mr. Rothstein wasn't working with
federal investigators.

But Mr. Rothstein's appearance at his regular spot, according to
Dow Jones, was more than a chance to drown his sorrows in a drink
as federal agents seized his belongings. It was a bid to show that
nothing was amiss -- because Mr. Rothstein was, in fact,
cooperating with the feds.  His undercover work, the Sun-Sentinel
reported, allowed him to gather enough evidence to bring down a
reputed Mafia figure before his Dec. 1 arrest.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA, has been suspected of running a $1.2 billion Ponzi scheme.
U.S. authorities claimed in a civil forfeiture lawsuit filed
November 9, 2009, that Mr. Rothstein, the firm's former chief
executive officer, sold investments in non-existent legal
settlements.  Mr. Rothstein pleaded guilty to five counts of
conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


ROYAL HOSPITALITY: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Royal Hospitality LLC
          dba Comfort Suites
        1533 State Route 9
        Lake George, NY 12845

Bankruptcy Case No.: 10-13090

Chapter 11 Petition Date: August 19, 2010

Court: U.S. Bankruptcy Court
       Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Richard L. Weisz, Esq.
                  HODGSON RUSS LLP
                  677 Broadway
                  Albany, NY 12207
                  Tel: (518) 465-2333
                  E-mail: Rweisz@hodgsonruss.com

Scheduled Assets: $13,432,001

Scheduled Debts: $11,154,770

The petition was signed by Marilyn E. Stark, member.

Debtor's List of 19 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Lumberjack Pass Amusements, LLC    Claim for breach     $1,070,000
4 Fisher Street                    of contract, loss
Greenwich, NY 12834                of income

Choice Hotels International        Franchise Fee           $20,790
P.O. Box 99992
Chicago, IL 60696-7792

Great Escape                       Ticket Sales -          $15,825
P.O. Box 511
Lake George, NY 12845

John H. Richards, Esq.             Attorneys' Fees         $11,543

Warren County Treasurer            Occupancy Tax            $8,451

Choice Hotels International        Travel Agent             $5,847
Travel Agent Program               Commissions

Leland Paper Company, Inc.         Supplies                 $2,501

American Hotel Register Company    Supplies                 $1,393

Autocrat, Inc.                     Coffee, Supplies         $1,333

U.S. Food Service, Inc.            Food                     $1,172

American Lawn Landscape            Landscaping                $971

Mead's Nursery                     Services                   $853

Simplex Grinnell                   Security Services          $600

Lake George Regional Chamber       Membership                 $550
                                   Services, Dues

Oreck Commercial Sales             Vacuum Cleaners            $359

Ormondo S. Leombruno, CPA, PC      Accounting Services        $255

North Country Janitorial, Inc.     Janitorial Services        $154

NYS Department of Labor            Audit Pending                $1

NYS Department Taxation & Finance  Audit Pending                $1


RUSSEL METALS: Moody's Raises Rating on Senior Notes to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service raised the rating for Russel Metals'
US$175 million of 6.375% senior unsecured notes to Ba1 from Ba2,
and affirmed the company's corporate family rating and probability
of default rating at Ba1.  The rating outlook is stable.

The upgrade of the senior unsecured notes to Ba1, equal to the
corporate family rating, follows a recent review of Russel Metals'
debt capitalization and its non-debt liabilities, and the
application of Moody's loss-given-default assumptions.  The
upgrade recognizes the senior unsecured notes' higher seniority
position and priority of payment in the company's capital
structure in relation to the C$175 million of senior convertible
unsecured subordinated debentures, which in the event of default
would disproportionately absorb creditor losses.

                         Ratings Rationale

The Ba1 corporate family rating reflects Russel Metals' solid
market position in the Canadian metal service center industry, its
size and scale, a history of stable cash flow generation,
relatively low leverage, counter-cyclical working capital
investment that enhances liquidity in down markets, and a
disciplined and successful acquisition track record.  However, the
rating also reflects the company's exposure to highly volatile
end-markets and pricing, and, therefore, volatile earnings
generation as evidenced in 2009 and 2010.

End-market demand has improved in all of Russel Metals' segments
in the first half of 2010 compared to 2009, although conditions
remain at historically low levels.  Excluding inventory write-
downs/reversals, the company has been able to generate positive
operating profit and improve margins.  In Moody's view, Russel
Metals should be able to continue recording year-over-year
operating and financial improvements for the remainder of 2010 and
into 2011 as industry conditions slowly and gradually stabilize.

Given current weakened conditions in the company's end-markets of
steel and energy, upward pressure on the ratings is unlikely in
the near future.  Additionally, the secured nature of Russel
Metals' credit facility is an impediment to an upgrade since
Moody's believes that a capital structure with sizable secured
debt, and therefore multiple classes of creditors, is incompatible
with an investment grade rating profile.  Should the company's
credit metrics remain weak for a prolonged period of time, namely
if adjusted debt to EBITDA remains above 3.0x, and EBIT interest
coverage below 4.0x, negative rating pressure could develop.

Upgrades:

Issuer: Russel Metals, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1,
     LGD4, 58% from Ba2, LGD5, 74%

Moody's previous rating action for Russel Metals was on March 20,
2006, when its corporate family rating was raised to Ba1 from Ba2,
the rating for its senior unsecured notes was raised to Ba2 from
Ba3, and the rating outlook was changed to stable from under
review for a possible upgrade.

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

Russel Metals, headquartered in Mississauga, Ontario, is a leading
metal distributor in North America, operating in three distinct
metal distribution segments: Metals Service Centers, Energy
Tubular Products, and Steel Distributors.  In the twelve months
ended June 30, 2010, the company generated approximately
C$1.9 billion in revenues.


SAINT VINCENTS: CRO Blocks Plan to Open Urgent-Care Clinic
----------------------------------------------------------
Anemona Hartocollis at The New York Times reports that
negotiations to open an urgent-care center at the St. Vincent's
Hospital have been stalled by a dispute over financial terms and
by demands by former officials of the Roman Catholic hospital that
birth control not be made available there, officials close to the
negotiations said on Thursday.

According to the NY Times, the officials said the North Shore-Long
Island Jewish Health System, the Long Island-based hospital
organization that has a $9.4 million state grant to run the
urgent-care center, staffed by medical workers from Lenox Hill
Hospital, had hoped to open the urgent-care center by the end of
this month.  The report says the plan was for North Shore-Long
Island Jewish Health System to temporarily put the clinic in the
former emergency room of St. Vincent's Hospital until the building
was sold or a permanent site could be found.

The NY Times further relates that two officials close to the
negotiations, who spoke on the condition of anonymity because of
the sensitivity of the talks, said the plan had been blocked by
the demands of St. Vincent's restructuring officers.  They said
that those officers were asking for higher-than-market rent and
for a huge financial penalty if the urgent-care center failed to
move out immediately if a buyer were found for the hospital
building.

The NY Times says Mark E. Toney, the chief restructuring officer
at St. Vincent's, did not return a call for comment Thursday.  The
report notes Veronica Sullivan, a spokeswoman for the hospital,
said that any lease agreement would need the approval of the
hospital's creditors and the bankruptcy court.  She added that
because the property is linked to a Catholic organization, the
clinic would have to "adhere to Catholic directives."

           About Saint Vincent Catholic Medical Centers

Saint Vincent Catholic Medical Centers -- http://www.svcmc.org/--
is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.  Its behavioral health services also provide supportive
housing programs for people with mental illness throughout the
Metropolitan area.  Saint Vincent's is the designated provider for
the New York and New Jersey region of the US Family Health Plan
sponsored by the US Department of Defense.  Saint Vincent's serves
as the academic medical center of New York Medical College in New
York City. The healthcare organization is sponsored by the Roman
Catholic Bishop of Brooklyn and the president of the Sisters of
Charity of New York.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates filed for Chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, filed
the Debtors' Chapter 11 cases.  On September 12, 2005, John J.
Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over
representing the Debtors in their restructuring efforts.  Martin
G. Bunin, Esq., at Thelen Reid & Priest LLP, represented the
Official Committee of Unsecured Creditors.  As of April 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  The Court confirmed the Debtors' Chapter 11 plan on
July 27, 2007.

St. Vincent Catholic Medical Centers and its affiliates returned
to the bankruptcy court by filing another Chapter 11 petition on
April 14, 2010 (Bankr. S.D.N.Y. Case No. 10-11963).  The new
petition listed assets of $348 million against debt totaling
$1.09 billion.  Adam C. Rogoff, Esq., and Kenneth H. Eckstein,
Esq., at Kramer Levin Naftalis & Frankel LLP, assist the Debtors
in their restructuring effort.  The Debtors' special counsel is
Garfunkel Wild, P.C., while their Crisis Management Team is led by
Grant Thornton LLP.  The Debtors' Chief Restructuring Officer is
Mark E. Toney.


SARATOGA RESOURCES: Posts $8.4 Million Net Loss in Q2 2010
----------------------------------------------------------
Saratoga Resources, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $8.4 million on $13.7 million of revenue
for the three months ended June 30, 2010, compared with a net
loss of $7.2 million on $11.7 million of revenue for the same
period of 2009.

The Company's balance sheet at June 30, 2010, showed
$155.8 million in total assets, $156.4 million in total
liabilities, and a stockholders' deficit of $594,618.

The Company discloses in its latest 10-Q that while it exited from
Chapter 11 in May 2010, the realization of assets and satisfaction
of liabilities, without substantial adjustments and changes in
ownership, are subject to uncertainty.  "Accordingly, there is
substantial doubt about the current financial reporting entity'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?69ab

                     About Saratoga Resources

Saratoga Resources, Inc. -- http://www.saratogaresources.net/--
is an independent exploration and production company with offices
in Houston, Texas, and Covington, Louisiana with 30 full-time
employees, supplemented by field-based contract operations
personnel.  Principal holdings cover 33,625 gross (32,527 net)
acres, mostly held-by-production, located in the state waters
offshore Louisiana.  Saratoga's stock currently trades on the OTC
Bulletin Board under the symbol "SROE".

Saratoga Resources, Inc., and certain operating subsidiaries filed
on March 31, 2009, voluntary Chapter 11 petitions in the U.S.
Bankruptcy Court for the Western District of Louisiana in
Lafayette, Louisiana.  Saratoga is being advised by its legal
counsel, Adams & Reese LLP; its investment banker, Pritchard
Capital Partners LLC; and its financial advisor, Ambrose
Consulting LLC.

The case is In Re Harvest Oil and Gas, LLC (Bankr. W.D. La. Lead
Case No. 09-50397).  Robin B. Cheatham, Esq., at Adams & Reese
LLP, represented the Debtors in their restructuring effort.  The
Debtors each estimated between $100 million and $500 million in
assets and debts in their Chapter 11 petitions.

On April 19, 2010, the U.S. Bankruptcy Court entered an order
confirming the Modified Third Amended Plan and, on May 14, 2010,
the Company satisfied all of the conditions set forth in the
Modified Third Amended Plan of Reorganization, the Modified Third
Amended Plan became effective and the Company exited from
bankruptcy.


SBBA 2005: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: SBBA 2005 LLC
        14803 15th Avenue NE, Suite 200
        Shoreline, WA 98155

Bankruptcy Case No.: 10-19788

Chapter 11 Petition Date: August 19, 2010

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Justin Elsner, Esq.
                  ELSNER LAW FIRM LLC
                  14803 15th Avenue NE, Suite 201
                  Shoreline, WA 98155
                  Tel: (206) 447-1425

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

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

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

The petition was signed by Steven Hartley, member.


SCHOLASTIC CORP: Credit Facility Change Won't Move Moody's Rating
-----------------------------------------------------------------
Moody's Investors Service said Scholastic Corporation's Ba2
Corporate Family Rating and positive rating outlook are not
affected by the amendment to its credit facility providing
additional restricted payments flexibility.  However, Moody's
believes the amendment suggests a cash distribution to
shareholders is being contemplated, and a sizable distribution
could prompt a return of the rating outlook to stable if funded
largely with debt instead of cash and free cash flow.

The last rating action was on February 26, 2010, when Moody's
changed Scholastic's rating outlook to positive from stable and
affirmed the Ba2 CFR as well as the company's other ratings.

Scholastic's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (iii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Scholastic's core industry
and believes Scholastic's ratings are comparable to those of other
issuers with similar credit risk.

Scholastic, headquartered in New York, N.Y., is a publisher and
distributor of children's books, classroom and professional
magazines, educational technology, and instructional materials,
with operations in the United States, Canada, the United Kingdom,
Australia, New Zealand and Southeast Asia.  Revenue for the FY
ended May 31, 2010 was $1.9 billion.


SEA ISLAND: Court Fixes December 14 as Claims Bar Date
------------------------------------------------------
The Hon. John S. Dalis of the U.S. Bankruptcy Court for the
Southern District of Georgia has established December 14, 2010, as
the deadline for filing proofs of claim and for approval of bar
date notice and procedures of Sea Island Company, et al.

Each person or entity that asserts a claim against the Debtors
that arose prior to Petition Date may file a written proof of
claim:

if by regular mail:

     Sea Island Company Claims Processing Center
     c/o Epiq Bankruptcy Solutions, LLC
     FDR Station, P.O. Box 5286
     New York, NY 10150-5286

if by messenger or overnight delivery:

     Sea Island Company Claims Processing Center
     c/o Epiq Bankruptcy Solutions, LLC
     757 Third Avenue, 3rd Floor
     New York, NY 10017

St. Simons Island, Georgia-based Sea Island Company --
http://www.seaisland.com/-- aka Sea Island Shooting School, Sea
Island Yacht Club, Sea Island Stables, and Cabin Bluff, is a
private resort and real estate development company founded in
1926.  Sea Island Company owns and operates Sea Island Resorts,
featuring two of the world's most exceptional destinations: the
Forbes Five-Star Cloister at Sea Island and The Lodge at Sea
Island.  Sea Island is filing a Chapter 11 plan based upon an
agreement to sell substantially all of its assets to Sea Island
Acquisition LP, a limited partnership formed by investment funds
managed by the global investment firms Oaktree Capital Management,
L.P., and Avenue Capital Group.

Sea Island filed for Chapter 11 protection on August 10, 2010
(Bankr. S.D. Ga. Case No. 10-21034).  Sarah R. Borders, Esq.;
Harris Winsberg, Esq.; Sarah L. Taub, Esq.; and Jeffrey R. Dutson,
Esq., at King & Spalding LLP, assists the Debtor in its
restructuring effort.  Robert M. Cunningham, Esq., at Gilbert,
Harrell, Sumerford & Martin PC, is the Debtor's co-counsel.  FTI
Consulting, Inc., is the Debtor's restructuring advisor.  EPIQ
Bankruptcy Solutions, LLC, is the Debtor's claims and notice
agent.  The Debtor estimated its assets and debts at $500 million
to $1 billion as of the Petition Date.

Affiliates Sea Island Coastal Properties, LLC; Sea Island
Services, Inc.; Sea Island Resort Residences, LLC; Sea Island
Apparel, LLC; First Sea Island, LLC; and Sical, LLC, filed
separate Chapter 11 petitions on August 10, 2010.


SEA ISLAND: Files Sale-Based Reorganization Plan
------------------------------------------------
Sea Island Company, et al., have filed a joint plan of
reorganization and disclosure statement with the U.S. Bankruptcy
Court for the Southern District of Georgia.

The Debtors request that the Court establish these dates with
respect to the approval of the Disclosure Statement and the
confirmation of the Plan:

     Disclosure Statement Objections Deadline    9/14/10
     Hearing to Approve Disclosure Statement     9/14/10
     Ballot Submission Deadline                 10/22/10
     Confirmation Hearing                       11/04/10

The Plan is premised on a sale of substantially all of the
Debtors' assets through a court-approved auction process.  The
Debtors have received offers from several reputable potential
purchasers and have signed an Asset Purchase Agreement with Sea
Island Acquisition LP, as Stalking Horse Bidder.  The Stalking
Horse will pay to the Debtors' estates a cash purchase price of
$197,500,000 and assume certain liabilities of the Debtors, absent
higher and better offers.

The Debtors anticipate that the Stalking Horse Agreement will
yield gross proceeds to the estates in the amount of over
$172,000,000 after payment of approximately $20,000,000 in
Administrative Claims, DIP Facility Claims, Priority Tax Claims
and Other Priority Claims.  The Debtors further anticipate that
they will have approximately $0 of cash on hand as of the closing.
The purchase proceeds plus cash on hand will be used to make a
distribution to holders of secured claims against the Debtors of
approximately $170,000,000.  The Plan also provides for a
distribution to the holders of unsecured prepetition claims of
their Pro Rata share of the General Unsecured Creditors Fund.  The
Plan also provides for a distribution to the holders of Accepting
Unsecured Claims of their Pro Rata share of the Accepting
Unsecured Creditors Fund, provided that (a) Classes 5 and 6 vote
to accept the Plan and (b) an allocation of proceeds from the Sale
under the Stalking Horse Agreement between encumbered and
unencumbered property that is acceptable to the Secured Lenders.

Copies of the Plan and disclosure statement are available for free
at:

     http://bankrupt.com/misc/SEA_ISLAND_plan.pdf
     http://bankrupt.com/misc/SEA_ISLAND_ds.pdf

                        Treatment of Claims

   Classification                             Treatment
   --------------                             ---------
Unclassified - Administrative    Unimpaired; holders will receive
Claims                           in full satisfaction, settlement,
                                 release, and extinguishment of
                                 the claim the amount of the
                                 unpaid allowed claim in cash

Unclassified - DIP Facility      100% recovery
Claims

Unclassified - Priority Tax      Unimpaired; 100% recovery
Claims

Class 1 - Miscellaneous Secured  Unimpaired; 100% recovery
Claims

Class 2 - Secured Lender Claims  Impaired; a holder will receive,
                                 in full satisfaction, settlement,
                                 release, and extinguishment of
                                 the claim its share of an amount
                                 equal to (i) the portion of the
                                 purchase price under the Stalking
                                 Horse Agreement allocated to the
                                 collateral in which the Secured
                                 Lender has a Lien, less
                                 (ii) certain amounts required to
                                 be paid by the Debtors under the
                                 Stalking Horse Agreement, less
                                 (iii) provided that (a) Classes 5
                                 and 6 vote to accept the Plan and
                                 (b) an allocation of proceeds
                                 from the Sale under the Stalking
                                 Horse Agreement between
                                 encumbered and unencumbered
                                 property by the Debtors that is
                                 acceptable to the Secured
                                 Lenders, the Accepting Unsecured
                                 Creditor Fund, less (iv) an
                                 Amount necessary to pay
                                 Administrative Claims, the DIP
                                 Facility Claims, the Priority Tax
                                 Claims, Other Priority Claims,
                                 and Miscellaneous Secured Claims,
                                 to be distributed in accordance
                                 with the Prepetition
                                 Restructuring Agreement

Class 3 -- Other Priority        Unimpaired; 100% recovery
Claims

Class 4 - Accepting Unsecured    Impaired; a holder will receive
Claims                           its Pro Rata share of the
                                 Accepting Unsecured Creditors
                                 Fund (provided that (a) Classes 5
                                 and 6 vote to accept the Plan and
                                 (b) an allocation of proceeds
                                 from the Sale under the Stalking
                                 Horse Agreement between
                                 encumbered and unencumbered
                                 property that is acceptable to
                                 the Secured Lenders, the
                                 Accepting Unsecured Creditor
                                 Fund).  To the extent that the
                                 Allowed Accepting Unsecured
                                 Claims are not satisfied through
                                 The distribution of the Accepting
                                 Unsecured Creditors Fund, the
                                 remaining portion of the Allowed
                                 Accepting Unsecured Claims will
                                 be treated as Other General
                                 Unsecured Claims

Class 5 - Other General          Impaired; a holder will receive
Unsecured Claims                 its Pro Rata Distribution of the
                                 General Unsecured Creditors Fund.
                                 On each subsequent Distribution
                                 Date or as soon thereafter as is
                                 reasonably practicable, the
                                 Liquidation Trustee will continue
                                 to make Pro Rata Distributions to
                                 the holders of any available
                                 funds in the General Unsecured
                                 Creditors Fund until the
                                 Consummation Date.

Class 6 - Convenience Claims     Impaired; a holder will receive,
                                 in full satisfaction, settlement,
                                 release, and extinguishment of
                                 the claim, cash in an amount
                                 equal to an agreed upon
                                 percentage of the allowed claim
                                 from the General Unsecured Claims
                                 Fund.  Any holder of the claim in
                                 excess of the Convenience Class
                                 Cap may elect to reduce its claim
                                 to the Convenience Class Cap.

Class 7 - Interests in the       Impaired; 0% recovery
Debtors

                        About Sea Island

St. Simons Island, Georgia-based Sea Island Company --
http://www.seaisland.com/-- aka Sea Island Shooting School, Sea
Island Yacht Club, Sea Island Stables, and Cabin Bluff, is a
private resort and real estate development company founded in
1926.  Sea Island Company owns and operates Sea Island Resorts,
featuring two of the world's most exceptional destinations: the
Forbes Five-Star Cloister at Sea Island and The Lodge at Sea
Island.  Sea Island is filing a Chapter 11 plan based upon an
agreement to sell substantially all of its assets to Sea Island
Acquisition LP, a limited partnership formed by investment funds
managed by the global investment firms Oaktree Capital Management,
L.P., and Avenue Capital Group.

Sea Island filed for Chapter 11 protection on August 10, 2010
(Bankr. S.D. Ga. Case No. 10-21034).  Sarah R. Borders, Esq.;
Harris Winsberg, Esq.; Sarah L. Taub, Esq.; and Jeffrey R. Dutson,
Esq., at King & Spalding LLP, assists the Debtor in its
restructuring effort.  Robert M. Cunningham, Esq., at Gilbert,
Harrell, Sumerford & Martin PC, is the Debtor's co-counsel.  FTI
Consulting, Inc., is the Debtor's restructuring advisor.  EPIQ
Bankruptcy Solutions, LLC, is the Debtor's claims and notice
agent.  The Debtor estimated its assets and debts at $500 million
to $1 billion as of the Petition Date.

Affiliates Sea Island Coastal Properties, LLC; Sea Island
Services, Inc.; Sea Island Resort Residences, LLC; Sea Island
Apparel, LLC; First Sea Island, LLC; and Sical, LLC, filed
separate Chapter 11 petitions on August 10, 2010.


SEA ISLAND: Taps Epiq as Claims, Noticing & Balloting Agent
-----------------------------------------------------------
Sea Island Company, et al., ask for authorization from the U.S.
Bankruptcy Court for the Southern District of Georgia to employ
Epiq Bankruptcy Solutions, LLC, as claims, noticing, and balloting
agent.

Epiq will, among other things:

     (a) serve as the Debtors' noticing agent to mail certain
         notices to certain of the Debtors' creditors and other
         parties-in-interest;

     (b) provide computerized claims, schedule preparation and
         balloting database services; and

     (c) provide expertise and consultation and assistance in
         claim and ballot processing and with the dissemination of
         other administrative information related to the Debtors'
         Chapter 11 cases.

Epiq will be compensated based on its pricing schedule, a copy of
which is available for free at:

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

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.

St. Simons Island, Georgia-based Sea Island Company --
http://www.seaisland.com/-- aka Sea Island Shooting School, Sea
Island Yacht Club, Sea Island Stables, and Cabin Bluff, is a
private resort and real estate development company founded in
1926, Sea Island Company owns and operates Sea Island Resorts,
featuring two of the world's most exceptional destinations: the
Forbes Five-Star Cloister at Sea Island and The Lodge at Sea
Island.  Sea Island is filing a Chapter 11 plan based upon an
agreement to sell substantially all of its assets to Sea Island
Acquisition LP, a limited partnership formed by investment funds
managed by the global investment firms Oaktree Capital Management,
L.P., and Avenue Capital Group.

Sea Island filed for Chapter 11 protection on August 10, 2010
(Bankr. S.D. Ga. Case No. 10-21034).  Sarah R. Borders, Esq.;
Harris Winsberg, Esq.; Sarah L. Taub, Esq.; and Jeffrey R. Dutson,
Esq., at King & Spalding LLP, assists the Debtor in its
restructuring effort.  Robert M. Cunningham, Esq., at Gilbert,
Harrell, Sumerford & Martin PC, is the Debtor's co-counsel.  FTI
Consulting, Inc., is the Debtor's restructuring advisor.  The
Debtor estimated its assets and debts at $500 million to
$1 billion as of the Petition Date.

Affiliates Sea Island Coastal Properties, LLC; Sea Island
Services, Inc.; Sea Island Resort Residences, LLC; Sea Island
Apparel, LLC; First Sea Island, LLC; and Sical, LLC, filed
separate Chapter 11 petitions on August 10, 2010.


SEA ISLAND: Wants Oct. 11 Auction of Substantially All of Assets
----------------------------------------------------------------
Sea Island Company and its units ask for authorization from the
U.S. Bankruptcy Court for the Southern District of Georgia to sell
substantially all of their assets through an auction.

On August 4, 2010, the Debtors executed an Asset Purchase
Agreement where Sea Island Acquisition LP, as stalking horse
purchaser, will buy all assets for $197,500,000, absent higher and
better offers.  Under the agreement, the Stalking Horse Purchaser
will assume from the Debtors all trade payables owed to trade
vendors and service providers incurred in the ordinary course of
business, all cure costs payable under assumed contracts, post-
closing liabilities under assumed contracts, certain pre- and
post-closing liabilities and obligations relating to the Debtors'
employees, all of the Debtors' obligations to honor customer
reservations, gift certificates and gift cards, all sales and use
taxes and certain pro-rated costs, expenses and liabilities.

A copy of the Asset Purchase Agreement is available for free at:

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

The Debtors propose that an auction be held on October 11, 2010,
beginning at 10:00 a.m. local time.

In the event that the Debtors don't choose the Stalking Horse
Bidder, the Debtors will pay the Stalking Horse Bidder a breakup
fee of $5,925,000.

Any third party, other than the Stalking Horse Purchaser, that is
interested in acquiring the Assets must submit an initial overbid
in conformance with the bid procedures by not later than 5:00 p.m.
local time in Brunswick, Georgia on October 4, 2010.

Initial overbids must provide for a cash purchase price in an
amount equal to or greater than the sum of the Stalking Horse Bid,
the Breakup Fee, and $2,500,000.
After the conclusion of the auction and the solicitation of votes
with respect to the Plan, the Debtors will ask the Court to
confirm the Plan and approve the Plan Sale at the Confirmation
Hearing.   No date has been set for the hearing.

                        About Sea Island

St. Simons Island, Georgia-based Sea Island Company --
http://www.seaisland.com/-- aka Sea Island Shooting School, Sea
Island Yacht Club, Sea Island Stables, and Cabin Bluff, is a
private resort and real estate development company founded in
1926, Sea Island Company owns and operates Sea Island Resorts,
featuring two of the world's most exceptional destinations: the
Forbes Five-Star Cloister at Sea Island and The Lodge at Sea
Island.  Sea Island is filing a Chapter 11 plan based upon an
agreement to sell substantially all of its assets to Sea Island
Acquisition LP, a limited partnership formed by investment funds
managed by the global investment firms Oaktree Capital Management,
L.P., and Avenue Capital Group.

Sea Island filed for Chapter 11 protection on August 10, 2010
(Bankr. S.D. Ga. Case No. 10-21034).  Sarah R. Borders, Esq.;
Harris Winsberg, Esq.; Sarah L. Taub, Esq.; and Jeffrey R. Dutson,
Esq., at King & Spalding LLP, assists the Debtor in its
restructuring effort.  Robert M. Cunningham, Esq., at Gilbert,
Harrell, Sumerford & Martin PC, is the Debtor's co-counsel.  FTI
Consulting, Inc., is the Debtor's restructuring advisor.  EPIQ
Bankruptcy Solutions, LLC, is the Debtor's claims and notice
agent.  The Debtor estimated its assets and debts at $500 million
to $1 billion as of the Petition Date.

Affiliates Sea Island Coastal Properties, LLC; Sea Island
Services, Inc.; Sea Island Resort Residences, LLC; Sea Island
Apparel, LLC; First Sea Island, LLC; and Sical, LLC, filed
separate Chapter 11 petitions on August 10, 2010.


SECUREALERT INC: Files 10-Q; Posts $2.1MM Net Loss in FY 2010 Q3
----------------------------------------------------------------
SecureAlert, Inc., filed on August 16, 2010, its quarterly report
on Form 10-Q, reporting a net loss of $2.1 million on $3.1 million
of revenue for the three months ended June 30, 2010, compared with
a net loss of $5.0 million on $3.2 million of revenue for the same
period ended June 30, 2009.

As of June 30, 2010, the Company had unrestricted cash of
$1.9 million and a working capital deficit of $3.8 million,
compared to unrestricted cash of $602,321 and a working capital
deficit of $16.5 million as of September 30, 2009.  For the nine
months ended June 30, 2010, operating activities used cash of
$4.5 million, compared to $6.7 million of cash used in operating
activities for the nine months ended June 30, 2009.

The Company's balance sheet as of June 30, 2010, showed
$12.3 million in total assets, $8.5 million in total liabilities,
and a stockholders' equity of $3.9 million.

As reported in the Troubled Company Reporter on January 18, 2010,
Hansen, Barnett & Maxwell, P.C., in Salt Lake City, expressed
substantial doubt about RemoteMDx, Inc., and subsidiaries' ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the years ended
September 30, 2009, and 2008.  The independent public accounting
firm reported that the Company has incurred losses and has an
accumulated deficit.

The Company discloses in its latest 10-Q that if it is unable to
increase cash flows from operating activities or obtain additional
financing, it will be unable to continue the development of its
products and may have to cease operations.

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

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

                      About SecureAlert Inc.

Headquartered in Sandy, Utah, SecureAlert, Inc. (formerly
RemoteMDx, Inc.) (OTC BB: SCRA) -- http://www.securealert.com/--
markets and deploys offender management programs, combining
patented GPS (Global Positioning System) tracking technologies,
full-time 24/7/365 intervention-based monitoring capabilities and
case management services.


SHIVAM, LLC: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Shivam, LLC
        10870 Crain Highway
        Faulkner, MD 20632

Bankruptcy Case No.: 10-28921

Chapter 11 Petition Date: August 18, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Richard M. McGill, Esq.
                  LAW OFFICES OF RICHARD M. MCGILL
                  P.O. Box 358
                  5303 West Court Drive
                  Upper Marlboro, MD 20773
                  Tel: (301) 627-5222
                  E-mail: mcgillrm@aol.com

Estimated Assets: $0 to $50,000

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

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-28921.pdf

The petition was signed by Hement Vaidya, managing member.


SHUKAN, INC.: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Shukan, Inc.
        10870 Crain Highway
        Faulkner, MD 20632

Bankruptcy Case No.: 10-28924

Chapter 11 Petition Date: August 18, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Richard M. McGill, Esq.
                  LAW OFFICES OF RICHARD M. MCGILL
                  P.O. Box 358
                  5303 West Court Drive
                  Upper Marlboro, MD 20773
                  Tel: (301) 627-5222
                  E-mail: mcgillrm@aol.com

Estimated Assets: $0 to $50,000

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

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-28924.pdf

The petition was signed by Hement Vaidya, managing member.


SIERRA VIEW: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Sierra View Mobile Home Park Corporation
        10 Club View Lane
        Rolling Hills Estates, CA 90274

Bankruptcy Case No.: 10-44781

Chapter 11 Petition Date: August 18, 2010

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

Judge: Barry Russell

Debtor's Counsel: Robert M. Yaspan, Esq.
                  LAW OFFICES OF ROBERT M. YASPAN
                  21700 Oxnard Street, Suite 1750
                  Woodland Hills, CA 91367
                  Tel: (818) 905-7711
                  Fax: (818) 501-7711
                  E-mail: court@yaspanlaw.com

Scheduled Assets: $2,062,250

Scheduled Debts: $2,545,345

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-44781.pdf

The petition was signed by Abram Tavera, chairman of the board.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Muscle Improvement-Commerce, Inc.     10-12756            01/26/10
Muscle Improvement-Hawthorne, Inc.    10-12743            01/26/10
Muscle Improvement, Inc.              10-12736            01/26/10
Abram and Ruth Tavera                 10-12765            01/26/10
Muscle Training Corporation           10-13087            01/26/10
Muscle Improvement Holdings Corp.     10-13094            01/26/10


SMART & FINAL: S&P Affirms 'B-' Corporate Credit Rating
-------------------------------------------------------
U.S. grocery store operator Smart & Final amended its second-lien
credit facility with an extended maturity and an increased the
interest rate margin.

The higher interest rate margin affects interest coverage
modestly.  S&P is affirming its ratings on the company, including
its 'B-' corporate credit rating.

S&P's rating outlook remains stable.

Standard & Poor's Ratings Services affirmed all ratings on
Commerce, Calif.-based Smart & Final Holdings Corp., the holding
company of Smart & Final Stores LLC.  The outlook is stable.

This action comes after the company completed an amendment of its
second-lien term loan.  The amendment extended the maturity of the
facility by two years to 2016.  The effective cash interest rate
margin is now 875 basis points over LIBOR; previously it was 675
bps.  The facility no longer accrues pay-in-kind (PIK) interest,
and the company also agreed to pay 50% of the accrued PIK interest
now and will pay the remaining 50% in a year.

The ratings on Commerce, Calif.-based Smart & Final reflect its
highly leveraged capital structure and S&P's view of the company's
vulnerable business risk profile characterized by its
participation in the highly competitive retail grocery and food
service distribution industries.

Smart & Final experienced sales deceleration and margin
contraction in its second quarter, which was a negative change in
the trends relative to previous quarters.  Given the competitive
nature of the food retail industry and weak economic conditions,
S&P anticipates that trend and profitability pressures continuing
over the near term.  Over the past year, many food retailers have
invested aggressively in price and sacrificed sales and gross
margin to maintain market share.  Smart & Final, positioned as a
low priced non-membership warehouse store, has generally
outperformed the industry over the past year and a half and has
seen comparable store sales in the mid single digit area and
expanded operating margins.  However in the second quarter, the
performance trend changed and same-stores sales increased only
slightly, while operating margins contracted measurably.  The
profitability declines were notable, but not to the magnitude of
other food retailers.  S&P expects this trend to continue for the
balance of 2010, since economic conditions are particularly weak
in Southern California, where many of the company's stores are
located.

Consequently, S&P envision EBITDA declining about 10% during 2010,
and by the end of the year S&P sees operating lease adjusted
leverage of about 8.0x and adjusted EBITDA coverage of interest of
1.8x, which are both weaker from second quarter past-12-month
metrics of 7.6x and 2.2x, respectively.

S&P view Smart & Final's liquidity as adequate.  Despite the
performance declines, S&P expects the company's operating income
to adequately fund cash interest costs, taxes and capital spending
and also expect the company to generate a modest amount of free
cash flow in 2010.  The company has considerable excess cash and
ample availability on its asset based revolving credit facility.
The company has no term maturities, though Smart & Final does have
a CMBS loan due in 2012, and S&P will monitor the company's
ability to refinance or extend the maturity of that loan.

Smart & Final's asset-based revolving credit facility is rated
'B+', two notches higher than the corporate credit rating and has
a '1' recovery rating, indicating S&P's expectation of very high
(90%-100%) recovery in the event of default.  Smart & Final's
first-lien term loan is rated 'B', one notch higher than the
corporate credit rating on the company, with a recovery rating of
'2', indicating the expectation of substantial (70%-90%) recovery
of principal in the event of payment default.  The $140 million
second-lien term loan is rated 'CCC' (two notches less than the
corporate credit rating on the company) with a recovery rating of
'6', reflecting the expectation of negligible (0-10%) recovery of
principal in the event of payment default.

S&P's rating outlook on Smart & Final is stable, reflecting S&P's
belief that the company will maintain adequate liquidity in the
near term.  S&P would likely consider a lower rating if the
company was cash flow negative, which S&P estimate could occur if
EBITDA declined about 25%.  Given the company's highly leveraged
capital structure and likely performance, S&P does not expect a
positive rating action in the near term.


SPENCER CREEK: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Spencer Creek Properties
        P.O. Box 218460
        Nashville, TN 37221-8460

Bankruptcy Case No.: 10-08732

Chapter 11 Petition Date: August 18, 2010

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: George C. Paine, II

Debtor's Counsel: Elliott Warner Jones, Esq.
                  1600 Division Street, Suite 675
                  Nashville, TN 37203
                  Tel: (615) 916-5264
                  E-mail: elliott@elliottwarnerjones.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 two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb10-08732.pdf

The petition was signed by J. Greg Jones, president.


STERLING FINANCIAL: Fitch Puts 'C' Rating on Positive Watch
-----------------------------------------------------------
Fitch Ratings has placed some ratings for Sterling Financial
Corporation and its principal banking subsidiary, Sterling Savings
Bank, including the long-term Issuer Default Rating of 'C' on
Rating Watch Positive following the company's announcement of a
definitive agreement to raise $730 million of new capital from
private equity as well as other investors.  The capital infusion
is expected to close on or about Aug. 26, 2010.

Separately, Fitch has downgraded the Individual Rating of STSA and
Sterling Savings Bank to 'F' from 'E' indicating Fitch's opinion
that STSA would have defaulted if it had not received some form of
external support namely the capital infusion and the U.S.
Treasury's willingness to convert its $303 million of preferred
stock issued under its Capital Purchase Program into common shares
on a discounted basis to facilitate the acquisition.  As per
Fitch's Global Financial Institutions Rating Criteria, the 'F'
Individual Rating is retrospective in character and financial
institutions at this rating level will be re-rated on the basis of
their supported financial strength after at least one month.

STSA's largely new management team has been working to raise
equity over the last few quarters in order to rebuild tangible and
regulatory capital levels following its October 2009 FDIC
agreement.  Under this directive STSA is required to achieve,
among other things, a minimum bank level Tier 1 leverage ratio of
10%.  Fitch believes that the expected recapitalization is sized
to address regulatory capital concerns.  STSA's capital issues
stem from losses, particularly in its large construction
portfolios.  Even with the recapitalization, STSA will still have
lofty Non-Performing Assets (NPA; including restructured loans),
levels of $1 billion or 10% of total assets at June 30, 2010.

Fitch anticipates resolving the Rating Watch and reassessing the
Individual Rating following the completion of the capital raise in
addition to completing a review of the adequacy of new capital
levels relative to remaining problem assets levels and the
company's prospects for returning to profitability.  Fitch expects
to withdraw the preferred stock rating following the close of the
transaction, as this rating only applies to the CPP issuance.

Headquartered in Spokane, Washington, STSA operates 178 branches
in five Western states.  As of June 30, 2010, STSA had
$9.7 billion in assets, $6.4 billion in loans and $7.2 billion in
deposits.

Fitch has placed these ratings on Rating Watch Positive:

Sterling Financial Corporation

  -- Long-term IDR 'C';
  -- Short-term IDR 'C'.

Sterling Savings Bank

  -- Long-term IDR 'C';
  -- Long-term deposits 'CC/RR3';
  -- Short-term IDR 'C';
  -- Short-term deposits 'C';

Fitch has downgraded these ratings:

Sterling Financial Corporation

  -- Individual downgraded to 'F' from 'E'.

Sterling Savings Bank

  -- Individual downgraded to 'F' from 'E'.

Fitch has affirmed these ratings:

Sterling Financial Corporation

  -- Support at '5';
  -- Support floor at 'NF'.
  -- Preferred stock at 'C/RR6'.

Sterling Savings Bank

  -- Support at '5';
  -- Support floor at 'NF'.


SUNSHINE ENERGY: Dismissal Plea Filed by Former Owner Denied
------------------------------------------------------------
Convenience Store News, citing report from TimesNews.net, reports
that a federal bankruptcy judge denied a request to dismiss the
Chapter 11 bankruptcy case of APPCO sought by the Company's former
owner Jim MacLean who owns 28 of the Company's 47 stores
properties.

A state court granted Mr. MacLean the right to take back the
additional stores.  APPCO's parent Sunshine Energy thus filed for
Chapter 11 to stay the repossession of the stores.

The bankruptcy judge, however, does not see the case as an abuse
of the Chapter 11 process, according to the report.

Sunshine Energy KY I, LLC, filed for Chapter 11 on July 28, 2010
(Bankr. E.D. Tenn. Case No. 10-51942).  Mark S. Dessauer, Esq., at
Hunter, Smith & Davis, in Kingsport, Tennessee, serves as counsel
to the Debtor.  The Debtor estimated assets and debts of $1
million to $10 million in its Chapter 11 petition.


THOMAS PRICE: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Thomas W. Price
               Patricia A. Price
               P.O. Box 1701
               Tacoma, WA 98401

Bankruptcy Case No.: 10-46732

Chapter 11 Petition Date: August 17, 2010

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

Judge: Brian D. Lynch

Debtor's Counsel: Noel P. Shillito, Esq.
                  SHILLITO & GISKE PS
                  1919 N Pearl St., Suite C2
                  Tacoma, WA 98406
                  Tel: (253) 572-4388
                  E-mail: shillito@callatg.com

Estimated Assets: $0 to $50,000

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

Joint Debtors' List of 13 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Centrum Financial                                $46,795,000
12505 Bel Red Road Ste 200
Bellevue, WA 98005

Intervest Mortgage                               $46,312,000
5005 SW Meadows Rd Ste
400
Lake Oswego, OR 97035

First Independent Bank                           $35,964,000
1220 Main Street Suite 1
Vancouver, WA 98660

Frontier Bank                                    $16,671,000
332 SW Everett Mall Way
Bldg 2, Floor 3
Everett, WA 98204

WF Capital                                       $11,500,000
9709 Third Ave NE Ste 110
Seattle, WA 98115

Umpqua Bank                                      $7,900,000
One SW Columbia St Ste 900
Portland, OR 97258

First Citizens Bank                              $6,767,000
PO Box 970
Dupont, WA 98327

East West Bank                                   $6,350,000
9709 Third AVe NE Ste 110
Seattle, WA 98115

Soundbuilt Northwest                             $5,990,916
12815 Canyon Road East
Puyallup, WA 98373

ABC Homes                                        $2,294,000
PO Box 688
Vancouver, WA 98666

Velocity Capital                                 $2,000,000
41800 SW Meadows #300
Lake Oswego, OR 97035

ABK, LLC                                         $1,600,000
4748 E Mercer Way
Mercer Island, WA 98040

Horizon/Washington Federal                       $1,287,000
2211 Rimland Drive, Suite 230
Bellingham, WA 98226


THORNBURG MORTGAGE: Former Executives Win Access to D&O Benefits
----------------------------------------------------------------
Bankruptcy Law360 reports that Judge Duncan W. Keir issued an
order in the U.S. Bankruptcy Court for the District of Maryland on
Tuesday allowed two former executives of Thornburg Mortgage Inc.
to seek insurance coverage for contract suits brought against them
over allegations that they siphoned assets away from the ailing
company to secretly launch a new business venture.

                      About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787).
Thornburg has changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, has been tapped as
counsel.  Orrick, Herrington & Sutcliffe LLP is employed as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., have been tapped as investment
banker and financial advisor.  Protiviti Inc. has also been
engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.
Thornburg listed total assets of $24.4 billion and total debts of
$24.7 billion, as of January 31, 2009.

On October 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc. and TMST Hedging
Strategies, Inc.


TITAN ENERGY: Posts $616,000 Net Loss in Q2 Ended June 30
---------------------------------------------------------
Titan Energy Worldwide, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $616,046 on $4.0 million of
revenue for the three months ended June 30, 2010, compared with a
net loss of $312,865 on $2.1 million of revenue for the same
period ended June 30, 2009.

The Company's balance sheet as of June 30, 2010, showed
$6.7 million in total assets, $5.1 million in total liabilities,
and a stockholders' equity of $1.6 million.

As reported in the Troubled Company Reporter on April 7, 2010,
UHY LLP, in Southfield, Mich., 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 of the
Company's recurring losses and accumulated deficit.

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

               http://researcharchives.com/t/s?69a1

Brighton, Mich.-based Titan Energy Worldwide, Inc., is a provider
of onsite power generation, energy management and energy
efficiency products and services.


TRIBUNE CO: Examiner Files Unredacted Copy of Report
----------------------------------------------------
Kenneth N. Klee, Esq., the Court-appointed Examiner, notified
parties-in-interest on August 4, 2010, regarding the availability
of transcripts and exhibits to his report.  According to Mr.
Klee, the Debtors' claims and noticing agent, Epiq Bankruptcy
Solutions, LLC, has electronically posted the Report, the
Exhibits and the Transcripts on Epiq's Web site at:

                    http://dm.epiq11.com/TRB

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: GreenCo Wins Nod to Settle With MediaNews Group
-----------------------------------------------------------
GreenCo, Inc., a debtor-affiliate of Tribune Co., received the
U.S. Bankruptcy Court's authority to enter into a settlement with
MediaNews Group, Inc., formerly known as Affiliated Media, Inc.

GreenCo and Garden State Newspapers, Inc., a predecessor-in-
interest to MediaNews, on January 30, 1998, entered into an Option
Purchase Agreement, which, among other terms, granted GreenCo an
irrevocable option to purchase all of the assets and business
operations of the L.A. Daily News, in consideration of a payment
by GreenCo to MediaNews at the closing of $2,400,000.

Under the Option Agreement, GreenCo hold the right to exercise the
Option upon not less than 60 days' notice and not more than 90
days' notice at any time from January 30, 2003, until
January 30, 2010, whereupon the Option expired.

Pursuant to the Option Agreement, if GreenCo were to fail to
exercise the Option before it expired, the Option Cancellation
Amount would be due to GreenCo.  Specifically, the Option
Agreement provides that the Option Cancellation Amount is
$8,400,000 and an additional amount derived from, among other
things, the EBITDA of the L.A. Daily News over a particular time
period.

Prior to November 30, 2009, GreenCo advised MediaNews that it did
not intend to exercise the Option.  Consistent with that position,
GreenCo did not, in fact, exercise the Option prior to its
expiration on January 30, 2010.  GreenCo initially made a demand
upon MediaNews at the time it advised MediaNews that it did not
intend to exercise the Option for payment of the Option
Cancellation Amount, which GreenCo asserted was in the amount not
less than $8,400,000.

MediaNews responded to GreenCo's demand by disputing the amount
claimed by GreenCo, and asserting that GreenCo was liable to
MediaNews under the Option Agreement to pay the Option
Cancellation Amount for not less than $55,600,000.

Through subsequent correspondence, GreenCo disputed MediaNew's
claim, reiterated its own claim, and sought further information
from MediaNews necessary to calculate the final Option
Cancellation Amount, while MediaNews continued to dispute
GreenCo's claim and to assert its own claim.

MediaNews, on January 22, 2010, filed a voluntary petition under
Chapter 11 of the Bankruptcy Code and sought confirmation of a
prepackaged plan of reorganization.  GreenCo objected to
confirmation of MediaNews's prepackaged plan for the limited
purpose of ensuring that its claim against MediaNews for the
Option Cancellation Amount was preserved unaffected by MediaNews's
plan, which MediaNews confirmed on the record at the confirmation
hearing on its plan.

MediaNews, on March 1, 2010, filed a proof of claim in GreenCo's
Chapter 11 case for amounts it alleged were owed to it under the
Option Agreement in the face amount of $55,780,199, which proof of
claim was assigned Claim No. 6394.  GreenCo disputes the Proof of
Claim on numerous grounds, including timeliness and the bases
asserted by MediaNews for the amounts sought in the Proof of
Claim.

Notwithstanding the claims and defenses asserted by each party, in
an effort to avoid arbitration, counsel for MediaNews and GreenCo
have discussed a potential resolution of the parties' claims under
the Option Agreement.  As a result of these discussions, the
parties have entered into a stipulation to resolve all of their
potential claims and causes of action against each other relating
to the Option Agreement.  The Settlement Stipulation is available
for free at:

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

Pursuant to the Settlement, MediaNews will pay GreenCo $500,000.
MediaNews and GreenCo agree that the Option Agreement is
terminated, with no further force and effect.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Settlement With Creditors Fails, Talks Restart
----------------------------------------------------------
The settlement in Tribune Company and its debtor affiliates'
proposed plan of reorganization and their big creditors' attempt
to negotiate a deal without the Debtors' participation fell
apart.  In the wake of the failed negotiations, the Debtors
intend to file an amended plan that reflects management's own
best estimate of what is a fair deal for everybody, James F.
Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois,
attorney for the Debtors, told Judge Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware.

Mr. Conlan said the Debtors would launch litigation over claims
central to the case that a 2007 leveraged buyout led by Sam Zell
rendered the company insolvent if the Plan could not win the
support of enough creditors.

"The debtor has tried mightily to bring the parties together,"
the Los Angeles Times quoted Mr. Conlan saying.  "That hasn't
happened."

Judge Carey, to give time for parties to settle the negotiations,
puts on hold all deadlines set forth in the Second Amended
Deadline Order for filings or discovery in the Chapter 11 case of
Tribune Company and its debtor affiliates.  Each of the deadlines
is continued to dates to be further announced by the Court.

There are series of deadlines related to confirmation of the
Debtors' Plan that commenced August 16, 2010, which is the
deadline for objections to the entry of a preliminary pre-trial
scheduling order for the plan confirmation hearing, and continue
through the confirmation hearing scheduled in early October.

Given the state of the negotiations between the Debtors and
parties-in-interest, the Debtors told the Court that it would be
imprudent to hold the dates currently scheduled for confirmation-
related matters.  The Debtors asked that each of the deadlines
set forth in the Second Amended Deadline Order and the dates
related to the Contours Motion be extended to dates to be
determined by the Court.

Pursuant to the Second Amended Deadline Order, the voting
deadline for the Plan was August 20, 2010.  In order to avoid
confusion among the parties entitled to vote on the Plan,
concurrently, the Debtors told the Court that they are serving
the notice on all voting parties.  The notice informs those
parties that the voting deadline will be extended and that there
is no need to cast their ballots by the previously established
deadline of August 20, 2010.

Thomas Lauria, Esq., at White & Case, in Miami, Florida, who
represents holders of some $900 million worth of Tribune bridge
loans, told Dow Jones Newswire that several camps of creditors
are weighing the possibility of floating their own Chapter 11
proposals.  "I'm not sure the debtor is going to be able to
retain control of this case," Dow Jones quoted Mr. Lauria as
saying.

Wilmington Trust Company, successor indenture trustee for the
Exchangeable Subordinated Debentures due 2029 in the aggregate
principal amount of $1.2 billion, told the Court that it did not
have advance knowledge of the Debtors' Extension Motion and,
therefore, prepared a lengthy pleading in anticipation of the
scheduled "contours" hearing on August 20, 2010.  Wilmington
Trust does, however, supported the relief requested in the
Extension Motion.  Accordingly, Wilmington Trust told Judge Carey
that it will not file the substantive responsive it had prepared
so as not to disrupt fruitful settlement discussions.

                    EGI-TRB LLC Objects to Plan

Sam Zell's personal investment vehicle investment company, EGI-
TRB LLC, filed with the Court a conditional objection to
confirmation of the Debtors' Amended Joint Plan of Reorganization.
Mr. Zell is the Chairman of Tribune's board of directors and
former chief executive officer.

Kenneth N. Klee said in his August 3, 2010 Report that:

  * EGI-TRB engaged in good faith arms-length bargaining and
    there is no reasonable basis to subordinate or avoid its
    rights to recovery under the EGI-TRB Initial Note or EGI-TRB
    Exchangeable Note; and

  * under several recovery scenarios, EGI-TRB or the Bank of
    Montreal Trust Company as trustee for certain securities --
    the PHONES Securities -- are entitled to recovery on their
    claims against the Debtors.

"Because EGI-TRB has clear contractual priority over the PHONES
Securities, EGI-TRB filed this Conditional Objection to the
Debtors' Plan to place the Court and other parties-in-interest on
notice that if the Plan provides or is amended to provide any
recoveries for the holders of the PHONES Securities, then EGI-
TRB's claims must be paid in full," says David Carickhoff, Esq.,
at Blank Rome LLP, in Wilmington, Delaware, counsel for EGI-TRB,
LLC.

EGI-TRB and Tribune entered into the Subordinated Promissory Note
-- the EGI-TRB Note -- on December 20, 2007.  In a Subordination
Agreement, EGI-TRB subordinated its right to payment on the EGI-
TRB Note to "all Senior Obligations."

The EGI-TRB Agreement defines "Senior Obligations" as "all
obligations, indebtedness and other liabilities of [Tribune]
other than (i) any such obligations, indebtedness or liabilities
that by their express terms rank pari passu or junior to
[Tribune's] obligations under the [Note]."

Given EGI-TRB's priority over the PHONES Securities, the Debtors'
Plan must provide that EGI-TRB will be paid in full before any
distribution is made on account of the PHONES Securities in order
to comply with the absolute priority rule and Section
1129(b)(2)(B) of the Bankruptcy Code, Mr. Carickhoff asserts.

EGI-TRB may be entitled to get back some $315 million that Mr.
Zell invested in the 2007 leveraged buyout of Tribune, according
to http://www.rbr.com/

         New York Dept. of Taxation Also Objects to Plan

The New York State Department of Taxation and Finance objects to
confirmation of the Debtors' Amended Joint Plan of
Reorganization.

DTF has filed claims against several of the Debtors.  The claims
assert various assessments for corporation income taxes, sales
taxes, withholding taxes and real estate transfer taxes owing by
these companies to the State of New York.

DTF objects to confirmation of the Plan because:

  (a) the release and exculpation provisions of the Plan would
      preclude DTF from pursuing non-debtor individuals who are
      potentially liable under the New York State Tax Law for
      unpaid sales taxes and withholding taxes;

  (b) the Plan fails to include a default provision;

  (c) the Plan improperly attempts to cut off DTF's rights of
      setoff and recoupment; and

  (d) the Plan does not clearly indicate the rate of interest
      which will apply to DTF's priority tax claims.

Moreover, DTF complains that the Plan fails to provide priority
tax creditors with an adequate remedy in the event the Debtors
default in making the required payments.  The DTF asserts that
the Plan should provide that if there is a default in payments,
DTF can pursue its state law remedies if the default continues
after reasonable notice and the expiration of a reasonable cure
period.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TURF WORKS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Turf Works Supply, LLC
        13191 M-96
        Augusta, MI 49012

Bankruptcy Case No.: 10-10063

Chapter 11 Petition Date: August 18, 2010

Court: U.S. Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: Cody H. Knight, Esq.
                  Steven L. Rayman, Esq.
                  RAYMAN & STONE
                  141 East Michigan Avebue, Suite 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  E-mail: courtmail@raymanstone.com

Scheduled Assets: $706,029

Scheduled Debts: $1,109,267

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/miwb10-10063.pdf

The petition was signed by Kevin M. Boucher, president.


US CONCRETE: Inks Plan Support Agreement with Put Option Parties
----------------------------------------------------------------
On August 16, 2010, U.S. Concrete, Inc. entered into a Support
Agreement among the Company and affiliates of Monarch Alternative
Capital LP, York Credit Opportunities Domestic Holdings, LLC, and
Whitebox Advisors, LLC (collectively, the "Put Option Parties")
pursuant to which the Put Option Parties have granted the Company
a put option.  If the Company exercises the Put Option, each of
the Put Option Parties will be obligated to purchase an aggregate
principal amount of convertible secured notes equal to 33.3%
multiplied by the difference between (i) $55.0 million and (ii)
the aggregate amount of Convertible Notes that have been
subscribed for by eligible holders of the Existing Notes.

The terms of the Convertible Notes will be on terms set forth in
the purchase letter dated July 22, 2010, among the Company,
Monarch Alternative Capital, L.P., Whitebox Advisors, LLC and York
Capital Management Global Advisors, LLC.

Each Put Option Party's commitment is subject to certain
conditions including, among other things, (1) the entry of an
order, not later than August 18, 2010, by the Bankruptcy Court in
the Debtors' cases, in form and substance reasonably satisfactory
to the Put Option Parties, (i) approving the Purchase Letter and
(ii) otherwise authorizing the Debtors to execute, perform and
incur their obligations under the Purchase Letter; and (2) the
Confirmation Order of the Bankruptcy Court having become a final
order; the Plan having been consummated on the terms and
conditions set forth in the Plan, as amended and in effect as of
the date of the Confirmation Order.

A full-text copy of the Support Agreement dated August 16, 2010,
is available for free at http://researcharchives.com/t/s?6997

                     About U.S. Concrete

Houston, Tex.-based U.S. Concrete, Inc. -- http://www.us-
concrete.com/ -- is a major producer of ready-mixed concrete,
precast concrete products and concrete-related products in select
markets in the United States.  The Company has 125 fixed and 11
portable ready-mixed concrete plants, seven precast concrete
plants and seven producing aggregates facilities.

The Company filed for Chapter 11 bankruptcy protection on
April 29, 2010 (Bankr. D. Del. Case No. 10-11407).  Patrick J.
Nash Jr., Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis
LLP, assist the Company in its restructuring effort as bankruptcy
counsel.  James E. O'Neill, Esq., Laura Davis Jones, Esq., and
Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, is
the Company's co-counsel.  Epiq Bankruptcy Solutions is the
Company's claims agent.

The Company scheduled assets of $389,160,000 and debts of
$399,351,000 as of the Petition Date.

The Debtor's affiliates, Alberta Investments, Inc., et al., filed
separate Chapter 11 petitions on April 29, 2010.

The Company's balance sheet as of June 30, 2010, showed
$403.2 million in total assets, $451.7 million in total
liabilities, and a stockholders' deficit of $48.5 million.

As reported in the Troubled Company Reporter on August 2, 2010,
the Bankruptcy Court has confirmed the Company's Plan of
Reorganization.  As previously announced, the Company's Plan
provides for the conversion of approximately $285 million of
principal amount of 8.375% Senior Subordinated Notes due 2014 into
equity of the reorganized company.  Trade creditors are currently
being paid in full in the ordinary course and are unaffected by
the restructuring.  The Company currently expects to emerge from
Chapter 11 by the end of August 2010.


UTILITY RISK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Utility Risk Management Corporation LLC
        2038 Mountain Road
        Stowe, VT 05672
        Tel: (267) 254-6107

Bankruptcy Case No.: 10-11086

Chapter 11 Petition Date: August 17, 2010

Court: United States Bankruptcy Court
       District of Vermont (Rutland)

Judge: Colleen A. Brown

Debtor's Counsel: Ross Andrew Feldmann, Esq.
                  GRAVEL & SHEA
                  76 St. Paul St.
                  P.O. Box 369
                  Burlington, VT 05402-0369
                  Tel: (802) 658-0220
                  Fax: (802) 658-1456
                  E-mail: rfeldmann@gravelshea.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vtb10-11086.pdf

The petition was signed by Adam Rousselle, chief executive
officer.


VWR FUNDING: Raised by Moody's to 'SGL-2' on Cash Rise
------------------------------------------------------
Moody's Investors Service raised the Speculative Grade Liquidity
Rating of VWR Funding, Inc., to SGL-2 from SGL-3, reflecting
Moody's expectation for good liquidity over the next twelve
months.  There are no changes to any other ratings or the stable
outlook.

The improvement in the liquidity rating reflects the significant
increase in cash over the last year, now at $136 million and up
from $43 million at March 31, 2009.  The company's cash flow has
benefited over the last year from its election to PIK and
capitalize certain interest payments, as well as lower variable
interest rates.  In addition, the company's working capital
management, reduced capital spending and cost cutting initiatives
have also contributed to free cash flow.  While Moody's does not
expect some of these benefits to repeat over the next twelve
months, Moody's do expect the company to generate excess free cash
flow above mandatory debt amortization.  Further, the liquidity
profile is supported by over $200 million in availability on the
company's revolving credit facility and the lack of financial
maintenance covenants in the credit agreement.

Despite the company's large scale and leading worldwide market
position, VWR's B3 Corporate Family Rating reflects the company's
very high leverage of just under 8.0 times.  The significant debt
burden limits free cash flow generation and interest coverage.
Moody's view VWR's business as relatively stable, given good
diversity by customer and end user market, and the consumable
nature of a significant portion of the revenues which leads to a
recurring revenue stream.  However, organic revenue growth has
been constrained by the weak economy, significant consolidation
and laboratory closures of large pharmaceutical customers, and
general cost curtailment efforts on the part of customers
resulting in slower R&D spending.  Further, VWR has a large
presence in Europe, where Moody's expect growth to be constrained
due to economic headwinds.  Conversely, it has a relatively small
presence in Asia, where much of the growth in the industry is
expected to occur over the next several years.

The last rating action was July 9, 2009, when Moody's affirmed
VWR's ratings following the announcement of its PIK election.

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

VWR Funding, Inc., headquartered in West Chester, Pennsylvania, is
a global leader in the distribution of laboratory scientific
supplies, with a highly diversified spectrum of products and
services: Products include chemicals, glassware, equipment,
instruments, protective clothing, production supplies and other
laboratory products.  Services include technical services, onsite
storeroom services and laboratory and furniture design, supply and
installation.  The company serves customers in the pharmaceutical,
biotechnology, medical device, chemical, technology, food
processing and consumer product industries, as well as
governmental agencies, universities and research institutes, and
environmental organizations.  For the twelve months ended June 30,
2010, VWR reported revenues of $3.6 billion.


WASHINGTON MUTUAL: Equity Says Rule 2004 Exam Necessary
-------------------------------------------------------
In an omnibus brief filed with the Bankruptcy Court, the Official
Committee of Equity Security Holders of Washington Mutual Inc.
emphasized the need for discovery of the Debtors, JPMorgan Chase
Bank, N.A., and the Federal Deposit Insurance Corp.

Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the Equity Committee asks Judge Mary F. Walrath to
direct the Debtors, JPMorgan and the FDIC to, among other things,
(i) produce documents responsive to its documents requests; and
(ii) respond to certain interrogatories and deposition notices.

The information sought by the Equity Committee concerns claims
and potential claims that the Debtors intend to release in the
proposed Global Settlement Agreement with JPMorgan Chase and the
FDIC, among other parties, William P. Bowden, Esq., at Ashby &
Geddes, P.A., in Wilmington, Delaware, reveals.

The Equity Committee informs the Court that it has attempted to
investigate the viability of certain business tort claims based
on alleged misconduct by JPMorgan Chase leading up to its
September 2008 acquisition of Washington Mutual Bank.

"These potential claims are among the most valuable assets of the
estate, and are of particular significance to equity holders
because they represent the lost value of the multi-billion dollar
Washington Mutual banking enterprise -- value that should have
accrued to equity holders as the corporation's owners," Mr.
Bowden notes.

Accordingly, JPMorgan Chase's efforts to respond to the requests
made by the Debtors and the Equity Committee are crucial to the
analysis of those claims, Mr. Bowden says.

The FDIC, for its part, has rejected any request for any pre-WMB
seizure documents, including documents that might explain the
process that led to the FDIC and the Office of Thrift
Supervision's decision to put WMB into receivership and that
might provide detail about the sale of WMB, Mr. Bowden tells
Judge Walrath.  The requested documents, he says, are plainly
relevant, and potentially crucial, to the Equity Committee's and
the Debtors' efforts to evaluate the business tort claims related
to the collapse, seizure, and sale of WMB.

The Debtors still have not produced swaths of requested
materials, the Equity Committee adds.  Moreover, the material
that the Debtors have produced so far has been done in cumbersome
and inefficient manners, the Equity Committee complains.  The
Debtors' production falls into work product and non-work product
categories, each of which "suffers from major infirmities," Mr.
Bowden says.

The Equity Committee also sought the Parties' production of other
documents that would permit it to examine the value of the claims
that are proposed to be settled by the Debtors.  Instead of
responding specifically to those requests, however, the Debtors
are making available documents in a document repository, the
Equity Committee complains.  This repository, however, initially
did not allow any search or indexing, and makes it impossible to
figure out the scope the Debtors' current production and what
remains lacking, according to Mr. Bowden.

Because the document production could be a significant volume,
the Debtors' failure to provide any analysis of the Requested
Documents suggests that nothing has ever been done or that the
Debtors are refusing to provide it, Mr. Bowden maintains.

Against this backdrop, the Equity Committee asks the Court to
require Parties to provide the requested discovery responses.

                       About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment estimated assets of
$500,000,000 to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Examiner's Work & Expenses Report Approved
-------------------------------------------------------------
Joshua R. Hochberg, Esq., as examiner in the Chapter 11 cases
of Washington Mutual, Inc., and WMI Investment Corp., sought and
obtained approval from Judge Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware of his proposed
work and expenses plan/report.

Mr. Hochberg was appointed by Roberta A. DeAngelis, the U.S.
Trustee for Region 3, in consultation with the Debtors; the
Official Committee of Unsecured Creditors; the Official Committee
of Equity Security Holders; JPMorgan Chase Bank, N.A.; the
Federal Deposit Insurance Corporation; Trust Preferred Holders;
the WaMu Noteholders Group; Appaloosa Management, L.P., et al.;
and Nantahala Capital Partners, LP and Blackwell Partners, LP.

Judge Walrath approved the examiner appointment on July 28, 2010.
The Examiner is directed to investigate:

  (1) claims and assets that may be property of the Debtors'
      estates that are proposed to be conveyed, released or
      otherwise compromised and settled under the Debtors'
      Chapter 11 Plan of Reorganization, as amended, and the
      Global Settlement Agreement, including all Released
      Claims, as defined under the Global Settlement, and the
      claims and defenses of third parties, or the "Settlement
      Component;" and

  (2) other claims, assets, and causes of actions, which will be
      retained by the Debtors or related proceeds, if any,
      distributed to creditors or equity interest holders
      pursuant to the Plan, and the claims and defenses of third
      parties -- the "Retained Asset Component" -- without
      prejudice to the Court modifying the scope of the
      Investigation in the event that it deems appropriate.

In connection with the Court's directive, the Examiner Work Plan
"include[s] a good faith estimate of the fees and expenses to be
incurred by or on behalf of the Examiner in connection with the
Investigation and a status report detailing the Examiner's
efforts to date."

The Examiner disclosed that he has reviewed publicly available
documents regarding the proposed Investigation, and has arranged
conference calls and meetings with the Debtors, the Equity
Committee, the Creditors' Committee, the TPS Consortium, JPMorgan
Chase, the Washington Mutual Noteholders Group and a group of
noteholders represented by Fried Frank.  The Parties pledged to
cooperate with the Examiner.

Counsel to the Examiner, Henry F. Sewell, Jr., Esq., at McKenna
Long & Aldridge, LLP, in Atlanta, Georgia, particularly noted
that:

  -- the Equity Committee provided a summary of the issues it
     believed required investigation as well as possible sources
     of documents and investigative materials;

  -- the Debtors agreed to provide complete access to a document
     database maintained by their lead counsel, Weil, Gotshal &
     Manges LLP, which includes the Debtors' existing work
     product analyses with respect to the Settlement Component
     and the Retained Assets Component;

  -- the Creditors' Committee agreed to provide certain
     documents and materials including its work product analysis
     of the issues to be investigated;

  -- the TPS Consortium provided a summary of its position and
     documents related to the Examination;

  -- JPMorgan Chase provided detailed information concerning its
     position with respect to the Global Settlement, as the
     Examiner has begun the process of identifying additional
     information and documents to identify possible witnesses;
     and

  -- the Noteholders provided their thoughts regarding the
     Investigation.

                    Areas of Investigation

Judge Walrath approved the proposed scope of investigation to be
conducted by the Examiner.  Specifically, the Examiner will
evaluate these items:

  (a) The work completed to date by the Debtors and other
      parties, and issues related to the Settlement Component as
      they pertain to JPMorgan Chase, including:

      * business tort claims and other possible claims and
        theories of recovery;

      * competing claims to Tax Refunds, as defined under the
        Global Settlement, totaling $6 billion; and

      * several categories of disputed assets, as defined under
        the Global Settlement, which are to be allocated between
        the Debtors and JPMorgan Chase, including rights to
        approximately $4 billion in deposit accounts.

  (b) Issues related to the Federal Deposit Insurance
      Corporation, including the rights, duties and obligations
      by and between the Debtors, JPMorgan Chase and the FDIC
      relating to the takeover of Washington Mutual Bank.

  (c) Significant transfers of funds were made between WaMu and
      WMB, within one year of the Chapter 11 cases, to determine
      whether they are avoidable and, if so, from whom they are
      recoverable and the consequences of avoiding those
      Transfers to the Debtors' estates.

  (d) Competing claims to approximately $4 billion of
      securities, to which JPMorgan is entitled under the terms
      of the Global Settlement.

  (e) Potential claims and causes of action -- the Retained
      Asset Component -- which may exist against third parties
      and require further investigation, to possibly provide for
      further recoveries in the Debtors' Chapter 11 cases.

The Examiner averred that he will focus his investigation on
claims against parties involved in the sale and marketing of the
Debtor prior to seeking bankruptcy protection, the failure and
seizure of WMB, and conduct which has taken place since the
Petition Date.

                Work Plan and Estimate of Fees

The Examiner noted that his consultations with parties-in-
interest have confirmed that the scope of the proposed
Investigation is large and that it will require significant
factual and legal analysis of many complex issues.  Several
parties-in-interest, the Examiner adds, have made clear that they
encourage him to conduct an expeditious examination.

In this regard, the Examiner has determined that the most
efficient manner in which to conduct the Investigation is to
establish teams to investigate discrete areas.

The Examiner has chosen professionals at McKenna Long & Aldridge,
LLP, to assist him in the Investigation.  The Examiner revealed
that MLA is staffing the Examination with a large number of
professionals because of the significant amount of analysis that
is necessary to review prior litigation, evaluate the legal and
factual issues and to further investigate those these issues.

A team leader or MLA partner will be appointed for each team and
regular meetings between team leaders and the Examiner will be
held to coordinate the activities of the teams.

The teams established by the Examiner, their duties and hourly
rates are:

Team         Task Focus                           Hourly Rate
----         ----------                         ---------------
FDIC Team    Merits of the Settlement           Partner    $450
             Component with respect to,          Associates $325
             and causes of action against,
             the FDIC

JPMorgan     Settlement claims, potential       Partner    $750
Chase Team   claims and causes of action        Associates $375
             and business tort issues                    to $450

Avoidance    Avoidance actions and matters      Partner    $575
and Asset    relating to disputes over assets   Associates $320
Claims       between the Debtors and JPMorgan           to $480
             Chase                               Consultant $450

Tax Issues   Tax aspects of the settlement      Partner    $620
             between the Debtors, the FDIC       Associate  $350
             and JPMorgan Chase

Third        Potential claims against           Partner    $495
Party        third parties                      Associate  $350
Claims

TPS          Status of TPS issues and their     Partner    $615
Securities   impact on the Global Settlement    Associate  $350

Bankruptcy   Assist the Examiner in             Partner    $495
Issues and   coordinating the Examination and           to $480
Overall      addressing administrative issues   Associate  $325

Each of the investigating teams will report to the Examiner who
will direct and coordinate the activities of their own team.  The
number of teams may be expanded as the Investigation continues to
address specific issues.  The Examiner will outline in his
preliminary report the status of the Investigation.

The Examiner anticipates spending at least 180 hours per month on
the Investigation for August and September.  The Examiner also
expect that the 18 MLA professionals will work on the
Investigation on a full time basis at 180 hours per month in
August and most likely throughout the month of September.

The Examiner anticipates that the blended hourly rate for MLA
professionals working on the Investigation matter will be below
$500 per hour, but for purposes of providing an estimate of fees
will assume a blended rate of $500 per hour.

As of July 31, 2010, the Examiner and MLA had incurred fees of
approximately $220,000, Mr. Sewell disclosed.

In addition, the firm Cole, Schotz, Meisel, Forman & Leonard,
P.A., will incur fees in serving as the Examiner's Delaware
counsel.

Based on the estimates, the Examiner and professional fees of
$2,000,000 for each of August and September will be incurred
pursuant to the Work Plan, excluding estimates for any financial
consultants or advisors to be retained, for which the Examiner
will seek the Court's permission.

The Examiner estimates that his fees and related professional
fees pursuant to the Court-directed WaMu Investigation could
total $4 million or more through September 30, 2010.  The
Examiner also anticipates about $200,000 in out-of-pocket
expenses to be incurred per month.

                  Production of Documents

In connection with the Investigation, the Examiner sought and
obtained the Court's authority, without further order, to demand
and compel by way of subpoena:

  (a) the production of documents that may be relevant to the
      Investigation or lead the Examiner to information that is
      relevant to the Investigation;

  (b) the oral examination, under oath, of persons who may have
      knowledge of facts related to the Investigation.

The Examiner noted that the Debtors, the Equity Committee, the
Creditors' Committee and other parties-in-interest have
significant attorney work product and privileged documents and
information.   The Examiner anticipates that he will use the Work
Product of the subject parties in his report, without attribution
to the source of the Work Product and will, at the conclusion of
the Investigation, destroy or return the Work Product to the
party which produced it.

The Court encouraged the parties to turn over their Work Product
to the Examiner.

The Court also clarified, at the Examiner's behest, that the
voluntarily production and delivery of privileged or work product
materials to the Examiner by parties-in-interest will not
constitute a waiver of attorney-client privilege, attorney work
product protection, confidentiality or any other applicable
privilege, protection, immunity, or confidentiality by the party
producing those Materials.

To ensure that no disruption to the Investigation process occurs,
Judge Walrath prohibits any party from propounding any discovery
of any kind upon the Examiner during the pendency of the
Investigation.

The Examiner is expected to file his Preliminary Report by
September 7, 2010, and his Final Report by October 8, 2010.

                       About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment estimated assets of
$500,000,000 to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Texas GRP Wants Documents Produced
-----------------------------------------------------
American National Insurance Company, American National Property
and Casualty Company, Farm Family Life Insurance Company, Farm
Family Casualty Insurance Company and National Western Life
Insurance Company, collectively known as the Texas Group, asks
the Court to compel the Debtors to produce certain documents.

Michael P. Migliore, Esq., at Smith, Katzenstein & Furlow LLP, in
Wilmington, Delaware, relates that the Texas Group owns claims in
a lawsuit brought against JPMorgan Chase & Co. and JPMorgan Chase
Bank, N.A.  The Texas Litigation is pending before the U.S.
District Court for the District of Columbia.

The Debtors purport to extinguish the Texas Group's claims in the
Texas Litigation by way of releases contained in the proposed
Chapter 11 Plan of Reorganization.  The Texas Group filed
objections to the Disclosure Statement explaining the Plan and
partially supported the Debtors' efforts to establish discovery
protocols.

As a party-in-interest in the Debtors' cases, the Texas Group
asserts that it is entitled to obtain discovery under Rules 26
and 34 of the Federal Rules of Civil Procedure, made applicable
by Rules 9014, 7026 and 7034 of the Federal Rules of Bankruptcy
Procedure.

Accordingly, the Texas Group is seeking to conduct discovery on
the Debtors "in order to have a meaningful opportunity to oppose
the Debtors' Plan."  The Debtors, however, have refused to
provide the Texas Group with any discovery, asserting that unless
the Texas Group has a claim against the Debtors, it is not
entitled to obtain discovery, Mr. Migliore notes.

Mr. Migliore argues that the Debtors cannot preclude the Texas
Group from exercising its rights to take discovery as to the
reasonableness of the Plan, the Global Settlement embodied in the
Plan, and the releases of the Texas Group's claims that are
proposed in the Plan.  Texas Group's participation in discovery,
he contends, ensures protection of its financial interest and
claims in the Texas Litigation, which are threatened by the Plan
releases.

According to Mr. Migliore, the Texas Group served formal requests
for production of responsive documents on the Debtors in June
2010.  At the general meet-and-confer held in these Chapter 11
cases, the Debtors stated that they would allow all interested
parties access to an electronic discovery depository which was to
be made available on June 30, 2010.

Because the Debtors were primarily concerned that parties-in-
interest would be using the information contained in the
Depository only for the instant case, all parties -- including
the Texas Group -- were made to sign a confidentiality agreement
before access to the Depository was granted.  The Texas Group
specified that it agreed to (i) maintain the confidentiality of
all materials produced by the Debtors and other parties in the
Debtors' cases, and (ii) use the Materials only for prosecution
of its objection to confirmation of the Plan.

In July 2010, however, the Debtors made it clear that they would
produce no documents to the Texas Group.  The Debtors stated that
they did not believe that the Texas Group is entitled to access
to the Depository because the Group does not hold a claim against
them and thus, is not a party-in-interest in their bankruptcy
cases.

The Debtors conveniently ignored the fact that their proposed
Plan and Settlement Agreement purport to release, settle and
otherwise extinguish the Texas Group's valuable property right,
in the form of its claims in the Texas Litigation, Mr. Migliore
argues.  The Debtors further ignore that it was their actions --
obtaining consideration for "settling" the Texas Litigation --
that necessitated the Texas Group's involvement in this case, he
contends.

For these reasons, the Texas Group asks the Court to allow it
immediate access to the Depository, and to grant it full rights
to participate in all discovery related to the Debtors' cases.

                       About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment estimated assets of
$500,000,000 to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WESTERN ALLIANCE: Moody's Assigns 'Ba3' Rating on Senior Bonds
--------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba3 to the senior
unsecured obligation of Western Alliance Bancorporation (issuer
Ba3).  Western Alliance is the holding company of Bank of Nevada
(bank financial strength D+, long-term deposits Ba1), its lead
banking subsidiary.  The rating outlook is stable.

Assignments:

Issuer: Western Alliance Bancorporation

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba3

                         Ratings Rationale

Bank of Nevada's financial strength rating of D+ reflects its
healthy capital metrics and good base of core deposits as well as
its significant concentration in commercial real estate (CRE)
which is a large concentration risk, amounting to approximately
2.9 times tangible common equity.

Moody's last rating action on Western Alliance was on April 6,
2009, when the rating agency downgraded the issuer rating to Ba3
from Baa3 and the financial strength rating of its subsidiary,
Bank of Nevada, to D+ from C-.

                      Regulatory Disclosures

Information sources used to prepare the credit rating are these:
parties involved in the ratings, parties not involved in the
ratings, public information ,and confidential proprietary Moody's
Investors Service's information

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

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

The date on which some Credit Ratings were first released goes
back to a time before Moody's Investors Service's Credit Ratings
were fully digitized and accurate data may not be available.
Consequently, Moody's Investors Service provides a date that it
believes is the most reliable and accurate based on the
information that is available to it.


WHITE BIRCH: Plans to Sell Business by Early September
------------------------------------------------------
American Bankruptcy Institute reports that White Birch Paper Co.
plans to sell itself by early September, with a group of the
newsprint company's senior lenders in the lead position to buy up
its assets.

                         About White Birch

White Birch Paper Company -- http://www.whitebirchpaper.com/-- is
the second largest newsprint manufacturer in North America with
operations in both Canada and the United States.

The Company filed for Chapter 15 on February 24, 2010 (Chapter 15
E.D. Va. Case No. 10-31234.)  White Birch's assets range from
$100,000,001 to $500,000,000 and liabilities range from
$500,000,001 to $1,000,000,000.

Its debtor-affiliate, Bear Island Paper Company, L.L.C., filed for
Chapter 11 (Bankr. Case No. 10-31202).  In its petition, Bear
Island estimated assets of $100 million to $500 million and debts
ranging from $500 million to $1 billion.


WHOLE FOODS: S&P Raises Corporate Credit Rating to 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on the Austin, Texas-based retail grocer Whole Foods
Markets Inc. to 'BB' from 'BB-'.  The outlook is stable.

The rating on Whole Foods reflects the company's aggressive
financial risk profile, the increasingly competitive nature of the
food retail industry, and S&P's opinion that a large portion of
the company's product offerings are discretionary in nature and
thus vulnerable to weak economic conditions.  The company's recent
rebound in operating performance and its position as the leader in
the natural and organic food retailing sector only partly offsets
these risks.

"Whole Foods' recent rebound in operating performance during 2010
marked by high-single-digit increases in identical-store sales and
roughly 20% higher EBITDA has exceeded S&P's expectations," said
Standard & Poor's credit analyst Charles Pinson-Rose.  As a result
of the recent performance trends, S&P expects similar high-single-
digit increase over the next two quarters.  By the company's
second quarter of 2011, S&P believes favorable comparisons will be
much more difficult to achieve.  Consequently, S&P expects the
identical-store sales trends to decelerate to the low- to mid-
single-digit area.  Furthermore, Whole Foods has planned store
openings that will also lead to revenue and sales and profit
growth.


WIZZARD SOFTWARE: Posts $1.1 Million Net Loss in Q2 Ended June 30
-----------------------------------------------------------------
Wizzard Software Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $1.1 million on $1.3 million of
revenue for the three months ended June 30, 2010, compared with a
net loss of $2.2 million on $1.2 million of revenue for the same
period in 2009.

The Company's balance sheet as of June 30, 2010, showed
$22.5 million in total assets, $2.4 million in total liabilities,
and a stockholders' equity of $20.1 million.

As reported in the Troubled Company Reporter on April 6, 2010,
Gregory & Associates, LLC, in Salt Lake City, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that the Company has not yet established profitable
operations and has incurred significant losses since its
inception.

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

               http://researcharchives.com/t/s?699f

                      About Wizzard Software

Pittsburgh, Pa.-based Wizzard Software Corporation provides
software products and services for the speech recognition and
text-to-speech technology.  It operates in three segments:
Software, Healthcare, and Media Services.  The Software segment
engages in the development, sale, and service of custom and
packaged computer software products.  The Media Services segment
provides podcast hosting, content management tools, and
advertising services.  The Healthcare segment provides home
healthcare and healthcare staffing services in Wyoming and
Montana.


* More Older Americans File for Bankruptcy
------------------------------------------
A study released in the September issue of the ABI Journal found
that Americans ages 55 and older are filing for bankruptcy at an
increasing rate.  The study, "Aging and Bankruptcy Revisited," was
written by John Golmant and James Woods at the Administrative
Office of the U.S. Courts to update a 2002 study that examined the
degree to which bankruptcy filings are a function of age.  While
the bulk of bankruptcies are filed by middle-aged Americans, the
percentage of filers ages 55 and over grew 61% from 2002 to 2007,
according to Messrs. Golmant and Woods.  "This significant
demographic uptick in older bankruptcy filers has outstripped the
aging of the general population as a whole," Messrs. Golmant and
Woods wrote.

The study found that the median age for bankruptcy filers
increased to 44.9 years of age in 2007, from 37.7 years of age in
1994 and 41.4 years of age in 2002.  The demographic that
experienced the largest percentage drop in bankruptcy filings were
Americans under 25 years old; they accounted for only 1.7% of
filers in 2007, as compared to 4% in 2002 and 11% in 1994.

Messrs. Golmant and Woods updated their study to determine whether
the age trends examined in their previous study continued after
the passage of the Bankruptcy Abuse Prevention and Consumer
Protection Act of 2005.  The authors analyzed samples of 2007
national bankruptcy filing data and compared it with data from
1994 and 2002.

"Baby Boomers" (born between 1946-1964) accounted for 42% of all
filers in 2007. "The recent housing crisis has worsened the
already precarious financial condition of many older Americans,"
the study said. States that experienced decreases in the home
price index had a 118% increase in bankruptcy filings, showing
that the collapse of the housing bubble left many Baby Boomers
with little or no home equity.

The study also found that one of the effects of BAPCPA has been an
increase in the percentage of chapter 13 filings, but that it was
difficult to gauge whether BAPCPA itself is causing the trend.
"Another possibility is that, due to the mortgage crisis, more
debtors were trying to postpone foreclosure on their homes by
filing chapter 13," according to the study.

To obtain a copy of "Aging and Bankruptcy Revisited," please
contact John Hartgen at 703-894-5935 or via email at
jhartgen@abiworld.org

ABI -- http://www.abiworld.org/-- is the largest multi-
disciplinary, nonpartisan organization dedicated to research and
education on matters related to insolvency. ABI was founded in
1982 to provide Congress and the public with unbiased analysis of
bankruptcy issues. The ABI membership includes more than 12,600
attorneys, accountants, bankers, judges, professors, lenders,
turnaround specialists and other bankruptcy professionals,
providing a forum for the exchange of ideas and information.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                         Total
                                              Total     Share-
                                  Total     Working   Holders'
   Company         Ticker        Assets     Capital     Equity
   -------         ------        ------     -------   --------
AUTOZONE INC       AZO US       5,452.8      (293.1)    (462.0)
LORILLARD INC      LO US        3,140.0     1,654.0      (54.0)
DUN & BRADSTREET   DNB US       1,632.5      (475.7)    (783.9)
MEAD JOHNSON       MJN US       2,032.0       357.5     (509.3)
NAVISTAR INTL      NAV US       8,940.0     1,251.0   (1,198.0)
BOARDWALK REAL E   BEI-U CN     2,364.5         -        (64.6)
BOARDWALK REAL E   BOWFF US     2,364.5         -        (64.6)
TAUBMAN CENTERS    TCO US       2,560.9         -       (510.5)
CHOICE HOTELS      CHH US         390.2      (291.4)     (97.0)
WEIGHT WATCHERS    WTW US       1,090.1      (344.4)    (693.5)
SUN COMMUNITIES    SUI US       1,167.4         -       (123.0)
TENNECO INC        TEN US       2,980.0       286.0      (47.0)
WR GRACE & CO      GRA US       4,053.3     1,257.7     (229.5)
CABLEVISION SYS    CVC US       7,631.6         3.8   (6,183.6)
IPCS INC           IPCS US        559.2        72.1      (33.0)
UNISYS CORP        UIS US       2,714.4       366.1   (1,080.1)
MOODY'S CORP       MCO US       1,957.7      (134.2)    (491.9)
UAL CORP           UAUA US     20,134.0    (1,590.0)  (2,756.0)
PETROALGAE INC     PALG US          6.1        (8.9)     (47.4)
CABLEVISION SYS    CVY GR       7,631.6         3.8   (6,183.6)
VECTOR GROUP LTD   VGR US         850.0       288.8      (19.6)
DISH NETWORK-A     DISH US      9,031.0       608.6   (1,580.3)
CHENIERE ENERGY    CQP US       1,769.5        37.3     (503.5)
HEALTHSOUTH CORP   HLS US       1,756.1       112.5     (429.9)
VENOCO INC         VQ US          709.1        14.1     (118.6)
NATIONAL CINEMED   NCMI US        725.5        90.2     (381.7)
PROTECTION ONE     PONE US        562.9        (7.6)     (61.8)
OTELCO INC-IDS     OTT-U CN       333.3        25.6       (1.2)
OTELCO INC-IDS     OTT US         333.3        25.6       (1.2)
EXPRESS INC        EXPR US        718.1        38.4      (81.8)
THERAVANCE         THRX US        232.4       180.2     (126.0)
CARDTRONICS INC    CATM US        472.6       (25.3)      (2.1)
ARVINMERITOR INC   ARM US       2,817.0       313.0     (909.0)
DISH NETWORK-A     EOT GR       9,031.0       608.6   (1,580.3)
JUST ENERGY INCO   JE-U CN      1,780.6      (470.0)    (279.3)
DOMINO'S PIZZA     DPZ US         418.6        88.0   (1,263.1)
REGAL ENTERTAI-A   RGC US       2,575.0      (219.7)    (283.5)
KNOLOGY INC        KNOL US        648.0        48.7      (13.5)
UNITED RENTALS     URI US       3,574.0        24.0      (50.0)
BOSTON PIZZA R-U   BPF-U CN       110.2         2.3     (117.7)
INCYTE CORP        INCY US        493.7       340.3     (104.8)
GRAHAM PACKAGING   GRM US       2,096.9       228.4     (612.2)
TEAM HEALTH HOLD   TMH US         828.2        80.0      (37.8)
SUPERMEDIA INC     SPMD US      3,261.0       522.0      (22.0)
FORD MOTOR CO      F US       183,156.0   (23,512.0)  (3,541.0)
WORLD COLOR PRES   WC CN        2,641.5       479.2   (1,735.9)
LIBBEY INC         LBY US         794.2       144.4      (11.7)
WORLD COLOR PRES   WCPSF US     2,641.5       479.2   (1,735.9)
WORLD COLOR PRES   WC/U CN      2,641.5       479.2   (1,735.9)
REVLON INC-A       REV US         776.3        76.9   (1,011.8)
AFC ENTERPRISES    AFCE US        114.5        (0.2)      (4.0)
INTERMUNE INC      ITMN US        161.4        84.7      (46.5)
JAZZ PHARMACEUTI   JAZZ US         97.3       (24.2)     (16.3)
COMMERCIAL VEHIC   CVGI US        276.9       111.2      (10.4)
ALASKA COMM SYS    ALSK US        627.4        15.0      (11.3)
US AIRWAYS GROUP   LCC US       8,131.0      (220.0)    (168.0)
FORD MOTOR CO      F BB       183,156.0   (23,512.0)  (3,541.0)
BLUEKNIGHT ENERG   BKEP US        297.3      (431.2)    (149.9)
AMER AXLE & MFG    AXL US       2,027.7        31.7     (520.4)
SALLY BEAUTY HOL   SBH US       1,517.1       345.6     (523.9)
CENTENNIAL COMM    CYCL US      1,480.9       (52.1)    (925.9)
EPICEPT CORP       EPCT SS         11.4         3.3      (10.2)
RURAL/METRO CORP   RURL US        286.2        38.7     (100.9)
MORGANS HOTEL GR   MHGC US        774.4        50.5       (4.3)
HALOZYME THERAPE   HALO US         51.5        38.3      (14.1)
AMR CORP           AMR US      25,885.0    (2,015.0)  (3,930.0)
SINCLAIR BROAD-A   SBGI US      1,539.8        52.1     (170.4)
CENVEO INC         CVO US       1,553.4       199.9     (183.8)
RSC HOLDINGS INC   RRR US       2,690.2      (120.0)     (33.8)
LIONS GATE         LGF US       1,592.9      (783.4)      (1.6)
CC MEDIA-A         CCMO US     17,286.8     1,240.8   (7,209.3)
NPS PHARM INC      NPSP US        193.8       129.0     (179.5)
MANNKIND CORP      MNKD US        239.6        11.0     (137.7)
ACCO BRANDS CORP   ABD US       1,064.0       242.5     (125.6)
PALM INC           PALM US      1,007.2       141.7       (6.2)
QWEST COMMUNICAT   Q US        18,959.0      (424.0)  (1,241.0)
PDL BIOPHARMA IN   PDLI US        271.5       (66.5)    (434.9)
IDENIX PHARM       IDIX US         77.2        38.1       (7.3)
PLAYBOY ENTERP-A   PLA/A US       189.0       (12.4)     (27.6)
VIRGIN MOBILE-A    VM US          307.4      (138.3)    (244.2)
GENCORP INC        GY US          963.4       140.3     (241.2)
PLAYBOY ENTERP-B   PLA US         189.0       (12.4)     (27.6)
CONSUMERS' WATER   CWI-U CN       887.2         3.2     (258.0)
LIN TV CORP-CL A   TVL US         783.5        28.7     (156.5)
WARNER MUSIC GRO   WMG US       3,655.0      (546.0)    (174.0)
GLG PARTNERS INC   GLG US         400.0       156.9     (285.6)
GLG PARTNERS-UTS   GLG/U US       400.0       156.9     (285.6)
SANDRIDGE ENERGY   SD US        3,128.7      (109.4)    (118.5)
ARQULE INC         ARQL US        118.5        53.9       (4.1)
HOVNANIAN ENT-A    HOV US       2,029.1     1,358.9     (137.0)
EASTMAN KODAK      EK US        6,791.0     1,423.0     (208.0)
STEREOTAXIS INC    STXS US         50.9        (0.2)      (0.8)
EXELIXIS INC       EXEL US        419.7        12.8     (214.7)
MAGMA DESIGN AUT   LAVA US        122.1        14.4       (4.3)



                           *********

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.


                  *** End of Transmission ***