TCR_Public/100827.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, August 27, 2010, Vol. 14, No. 237

                            Headlines


ABITIBIBOWATER INC: Seeks Approval of Settlement With Labor Unions
ACUMENT GLOBAL: Moody's Confirms All Ratings at 'B3'
AFC ENTERPRISES: Posts $6.8 Million Net Income in July 11 Quarter
ALL AMERICAN GROUP: Special Shareholders' Meeting Set for Sept. 28
ALMATIS B.V.: Gets New Order Approving Access to Cash Collateral

ALMATIS B.V.: Plan Confirmation Hearing Set for September 20
ALMATIS B.V.: Wins Approval of Oaktree Capital Settlement
AMACORE GROUP: Reaches Securities Purchase Deal with Vicis Capital
AMERICAN INT'L: China Life to Consider Participation in AIA IPO
AMERICAN SAFETY: Court OKs $25MM DIP Financing Despite Objections

APEX DIGITAL: Section 341(a) Meeting Scheduled for October 7
APEX DIGITAL: To Swap TV Business for $10.7MM Debt
AVISTAR COMMS: Amends Revolving Credit Deal With JP Morgan
BASHAS' INC: Lenders Hope to Stop Plan Implementation
BERNARD MADOFF: Lifland Asks Gibraltar Court to Release Funds

BOCA BRIDGE: Hit with Involuntary Chapter 11 Petition
BONTEN MEDIA: Moody's Downgrades Corporate Family Rating to 'Caa2'
BOSQUE POWER: To Mediate With Lenders on Plan Issues
BRISAM COVINA: Files List of 20 Largest Unsecured Creditors
BRISAM COVINA: Section 341(a) Meeting Scheduled for Sept. 24

BTA BANK: Can't Use U.S. Law Against Foreign Debts
CALIFORNIA COASTAL: Key Settlement With Lenders Approved
CALIFORNIA COASTAL: Defends Proposed $184MM Exit Loan From Luxor
CAPRIUS INC: Posts $392 Million Net Loss in June 30 Quarter
CCM MERGER: Moody's Reviews 'Caa1' Corporate Family Rating

CELERITAS TECHNOLOGIES: Proposes DRD-Led Auction for Assets
CELL THERAPEUTICS: CEO James Bianco Unloads 250,000 Shares
CELL THERAPEUTICS: Director Richard Love Unloads 75,000 Shares
CHOA VISION: Section 341(a) Meeting Scheduled for October 14
CNC DEVELOPMENT: UHY Vocation HK Raises Going Concern Doubt

COMSTOCK HOMEBUILDING: Names Joseph Squeri as CFO
COMMUNICATION INTELLIGENCE: Sassower Has 45.6% Equity Stake
CORD BLOOD: Posts $4.2 Million Net Loss in June 30 Quarter
CORDOVA FUNDING: S&P Affirms 'BB' Rating on $225 Mil. Bonds
CREDIT ONE: Reports $120,100 Net Loss for Second Quarter

CYNERGY DATA: Has Plan Exclusivity Until October 28
CYPRESS CREEK: Dist. Court Blesses Balloon Payment Plan
DELTA AIR LINES: Court Expunges Wilmington Trust's Claim
DELTA AIR LINES: Has Deal With DP3 on Release of Information
DELTA AIR LINES: Second Qtr. Results Show $724MM Improvement

ENERGY FUTURE: 2 Units Ink Indenture with BNY for $2.18BB of Notes
ESP RESOURCES: Posts $533,900 Net Loss in June 30 Quarter
FENWAL INC: S&P Changes Outlook to Stable, Affirms 'B' Rating
FX REAL ESTATE: Has Subscription Deals with Execs. & Shareholders
GENERAL MOTORS: Fee Examiner Extends Stuart Mae Retention

GENERAL MOTORS: Resolves Donna Soders' $1.5 Million Claim
GOLDBERG-BAYMEADOWS: Withdraws Plan of Reorganization
HAMBONE DOG: Bankr. Administrator Unable to Form Creditors Panel
HAMBONE DOG: Files Schedules of Assets and Liabilities
HAMPTON ROADS: Amends Form 10-K to Adjust Valuation of Tax Asset

HAMPTON ROADS: Amends Q1 Report to Adjust Valuation of Tax Asset
HEALTHSOUTH CORP: Looking at Debt Refinancing & Extension
HF THREE: Section 341(a) Meeting Scheduled for Sept. 21
IMAGE ENTERTAINMENT: Going Concern Doubt Removed from Audit Report
INTERBANK FUNDING: Trustee Accepting Bids for Cat Island Property

INT'L COMMERCIAL: Board Taps EisnerAmper LLP as New Accountant
JANET COX: Case Summary & 5 Largest Unsecured Creditors
JEFFREY KARDY: Case Summary & 17 Largest Unsecured Creditors
JUNIPER GENERATION: Moody's Affirms 'Ba3' Rating on Senior Bonds
KAISER GROUP: Appeals Dismissal of Suit vs. Squire Sanders

LIONCREST TOWERS: Section 341(a) Meeting Scheduled for Sept. 23
MAGIC BRANDS: Debtor's Estate Changes Name to Deel LLC
MEDICOR LTD: Files Second Amended Chapter 11 Plan of Liquidation
MEG ENERGY: Moody's Upgrades Corporate Family Rating to 'B1'
MIG INC: Has Plan Settlement with Creditors Committee

NCOAT INC: Section 341(a) Meeting Scheduled for Sept. 22
NCOAT INC: Taps Northen Blue as Bankruptcy Counsel
NICKAJACK SHORES: Voluntary Chapter 11 Case Summary
ORAGENICS INC: Incurs $2.01 Million Net Loss for 2nd Quarter
ORANGE COUNTY: Has Until September 8 to Use American Honda's Cash

ORIENTAL TRADING: Wilmington Trust Only Serves as Agent to Lenders
OTC HOLDINGS: Files for Bankruptcy Protection
PETROFLOW ENERGY: Case Summary & 10 Largest Unsecured Creditors
PMP II: Bankruptcy Court Confirms Plan of Reorganization
PROTECTIVE PRODUCTS: Has Until August 31 to File Chapter 11 Plan

RADIO ONE: Issues Bankruptcy Warning as Forbearance Expiry Looms
RAME PROPERTIES: Section 341(a) Meeting Scheduled for Sept. 23
RAME PROPERTIES: Asks for Dismissal; Gives Up to Receiver
RCLC INC: Court Extends Filing of Schedules Until Sept. 17
RCLC INC: Owes $1.9 Million in Fees to Former CRO

RCLC INC: Section 341(a) Meeting Scheduled for Sept. 20
RCLC INC: Taps Cole Schotz as Bankruptcy Counsel
REGAL ENTERTAINMENT: Inks Underwriting Deal With Credit Suisse
RICHARD CAIN: Case Summary & 20 Largest Unsecured Creditors
RIVIERA HOLDINGS: U.S. Trustee Forms 3-Member Creditors Committee

ROCK HOLDINGS: S&P Withdraws 'B' Ratings on $300 Mil. Notes
ROOT HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
SAINT VINCENTS: Competing Bids for 2 Nursing Homes Due Sept. 14
SELIM AMERICA: Case Summary & 7 Largest Unsecured Creditors
SMART ONLINE: Sells $100,000 Convertible Notes to Noteholders

SPHERIS INC: Settlement With MedQuist Approved
SUCCESSOR BORROWER: Marianne O'Toole Appointed Chapter 11 Trustee
SUPERIOR BANCORP: Defers Payment on Trust Preferred Shares
SUSPECT DETECTION: Posts $85,100 Net Loss in June 30 Quarter
TAYLOR BEAN: Creditors Committee Seeks National Union Documents

TRICO MARINE: Case Summary & 40 Largest Unsecured Creditors
VALLEY BUILDING: Trustee Loses Bid to Avoid Attorney's Fees
VISTEON CORP: Committee Says Retiree Order Not Applicable to UAW
VISTEON CORP: Court Rejects Official Retiree Committee
VISTEON CORP: Has Access to Cash Collateral Until October 20

VISTEON CORP: Ordered by Bankr. Court to Restore Retiree Benefits
VISTEON CORP: Plan Confirmation Hearing Reset to August 31
WINDMILL DURANGO: Does Not Consent to Use of Cash Collateral
WINDMILL DURANGO: Section 341(a) Meeting Scheduled for Oct. 7
WORKSTREAM INC: Thomas Akin, Talkot Capital Report Equity Stake

WORKSTREAM INC: Two Officers Report Equity Stake
WORLDGATE COMMUNICATIONS: Manna Holdings et al. Report 63.8% Stake

* Homebuilders More Likely to Use Covenant Lite Package
* Corporate Debt "Wall of Maturity" Crumbling, Report Says
* Study Shows Massive Increase in Consumer Bankruptcy Costs

* BOOK REVIEW: BIG BUSINESS TOO BIG?


                            ********


ABITIBIBOWATER INC: Seeks Approval of Settlement With Labor Unions
------------------------------------------------------------------
AbitibiBowater Inc. is asking approval from the U.S. Bankruptcy
Court of a settlement and master agreement with unions
representing employees in the U.S., netDockets reports.

The settlement, according to the report, covers certain employees
working at facilities in Tennessee, South Carolina, Alabama and
Georgia who are represented by the these labor unions:

   * United Steel, Paper and Forestry, Rubber, Manufacturing,
     Energy, Allied Industrial and Service Workers International
     Union;

   * International Brotherhood of Electrical Workers;

   * International Association of Machinists; and

   * United Association of Journeymen and Apprentices of the
     Plumbing and Pipefitting Industry of the United States and
     Canada.

According to netDockets, roughly 73% of AbitibiBowater's employees
are unionized, thus making concessionary agreements with the
company's labor unions a key element of its restructuring.

Pursuant to the Master Agreement, which will become effective upon
ratification by a majority of the covered employees and
consummation of a plan of reorganization, the unionized employees
will accept a 3% across-the-board wage reduction, subject to a 0%
to 2% annual adjustment.  In addition, the unions have agreed to
forgo existing guaranteed wage increases in exchange for a new
performance-based incentive plan.  Under the new incentive plan,
employees would be entitled to performance-based annual payouts
ranging from $500 for EBITDA of $550 million to $2,000 for
$850 million of EBITDA.

AbitibiBowater, the report notes, will agree to assume in full its
collective bargaining agreements and continue certain pension
plans if the Master Agreement, which will run through April 27,
2014, is approved.

Finally, the report discloses, upon effectiveness of the Master
Agreement, the United Steelworkers will withdraw the proofs of
claim it filed in the Debtors' Chapter 11 cases.  The United
Steelworkers filed multiple proofs of claim against AbitibiBowater
and two affiliates, Bowater Newsprint South Operations LLC and
Bowater Inc., asserting claims in excess of $108 million for
claims "arising from grievances, accrued liabilities relating to
other post-retirement benefits, miscellaneous benefits, severance,
and gain sharing."

                     About AbitibiBowater Inc.

AbitibiBowater (OTC: ABWTQ) produces newsprint, commercial
printing papers, market pulp and wood products.  It is the eighth
largest publicly traded pulp and paper manufacturer in the world.
AbitibiBowater owns or operates 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
and South Korea.  The Company also recycles old newspapers and
magazines.

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

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represent the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handles the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.

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

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


ACUMENT GLOBAL: Moody's Confirms All Ratings at 'B3'
----------------------------------------------------
Moody's Investors Service has confirmed all of the ratings of
Acument Global Technologies, Inc., at B3 following the repayment
of its senior secured term loan with proceeds from the sale of its
Avdel and GEC businesses.  This action concludes the review for
possible upgrade initiated on May 18, 2010.

Subsequent to this action, Moody's will withdraw all ratings of
Acument because all of the rated debt has been repaid.  Refer to
Moody's Investors Service's Withdrawal Policy, which can be found
on Moody's website, www.moodys.com.

These ratings were confirmed and will subsequently be withdrawn:

  -- B3 corporate family rating;

  -- B3 probability of default rating; and

  -- The B3 (LGD3, 45%) rating on the senior secured term loan due
     2013.

The last rating action was the May 18, 2010 upgrade of the CFR to
B3 and placement of all ratings on review for possible upgrade.

Acument Global Technologies, Inc., headquartered in Troy,
Michigan, is a global provider of mechanical fastening systems and
value-based fastening solutions, including engineered fastening
systems, fastening installation technology, and inventory
management and application engineering services.

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.


AFC ENTERPRISES: Posts $6.8 Million Net Income in July 11 Quarter
-----------------------------------------------------------------
AFC Enterprises Inc. filed its quarterly report on Form 10-Q,
reporting net income of $6.8 million on $34.3 million of total
revenues for the 12 weeks ended July 11, 2010, compared with net
income of $6.4 million on $35.7 million of total revenues for the
12 weeks ended July 12, 2009.

The Company's balance sheet at July 11, 2010, showed
$114.5 million in total assets, $33.0 million in current
liabilities, $85.5 million in total long-term liabilities, and a
$4.0 million stockholders' deficit.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?69b4

                      About AFC Enterprises

Atlanta, Georgia-based AFC Enterprises, Inc. (NASDAQ: AFCE) --
http://www.afce.com/-- is the franchisor and operator of
Popeyes(R) restaurants, the world's second-largest quick-service
chicken concept based on number of units.  As of April 18, 2010,
Popeyes had 1,944 operating restaurants in the United States,
Puerto Rico, Guam and 27 foreign countries.

                          *     *     *

AFC carries a 'B1' corporate family rating from Moody's Investors
Service and 'B+' issuer credit ratings from Standard & Poor's.


ALL AMERICAN GROUP: Special Shareholders' Meeting Set for Sept. 28
------------------------------------------------------------------
All American Group, Inc., said a special meeting of the Company's
shareholders will be held at a yet to be determined venue in
Chicago, Illinois, on September 28, 2010 at 11:00 a.m., for these
purposes:

     1.  To elect three directors of the Company to hold office
         for the terms indicated in the proxy statement;

     2.  To amend the Company's Articles of Incorporation to
         increase the number of authorized common shares; and

     3.  To transact such other business as may properly come
         before the meeting or any adjournment thereof.

Only shareholders of record at the close of business on August 31,
2010, are entitled to notice of and to vote at the meeting. Each
such shareholder is entitled to one vote per share on all matters
to be voted on at the meeting.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?6a14

                     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 June 30, 2010, the Company had total assets of $81.310 million,
total liabilities of $48.104 million, and shareholders' equity of
$33.206 million.

During the first quarter of 2010, the Company failed to meet
certain financial covenants of the credit agreement with H.I.G.
All American LLC.  H.I.G. did not declare the Company to be in
default of any covenant and on April 5, 2010, the Company and
H.I.G. entered into the First Amendment to the Loan Agreement.
H.I.G. waived specified Events of Default that had occurred under
the Loan Agreement dated October 27, 2009 between the Company and
H.I.G. prior to April 5, 2010.

The Company said in its Form 10-Q report for the second quarter of
2010, that operating results for the six month period ended June
30, 2010, failed to meet the revised debt covenants set with
H.I.G. in the First Amendment to the Loan Agreement.  H.I.G. has
waived the covenant defaults through July 31, 2010 in exchange for
a waiver fee and expenses of $800,000 representing the value of
the penalties prescribed in the First Amendment, plus expenses,
and the issuance on August 24, 2010 of the Second Amended and
Restated Tranche B Note.  The Second Amendment provides that the
waiver fee and expenses, plus accrued interest on the convertible
debt thru August 24, 2010 of $800,000, be added to the principal
amount of the convertible note.  As a result of the Second
Amendment, the Tranche B Note has a face value of $12.5 million.

The Board of Directors and H.I.G. are currently in discussions to
work out mutually acceptable agreements for the long-term.  Since
the Company cannot be assured it will be in compliance with the
existing covenants after July 31, 2010 and discussions with H.I.G.
regarding revised covenants are continuing.

                           *     *     *

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 B.V.: Gets New Order Approving Access to Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued a final order authorizing Almatis B.V. and its affiliated
debtors to use the cash collateral of their pre-bankruptcy
lenders.

In a 21-page order, U.S. Bankruptcy Judge Martin Glenn authorized
Almatis' use of the cash collateral in accordance with a prepared
budget for the period commencing on August 23, 2010, until the
occurrence of a termination event.

Judge Glenn clarified that the termination of the Final Cash
Collateral Order will only cause the termination of the rights of
Almatis to use the cash collateral but won't affect the validity,
enforceability, priority or perfected status of any lien and
security interest granted to UBS Limited.

UBS Limited, as trustee for Almatis' prepetition secured lenders,
is granted "perfected replacement liens" and "replacement
security interests" on all properties of Almatis to the extent of
any diminution in the value of Prepetition Secured Lenders'
interest in the prepetition collateral, which includes the cash
collateral.  The Prepetition Secured Lenders also continue to
have "superpriority administrative claims" against Almatis'
estates.

The August 23 Final Cash Collateral Order authorizes Almatis to
pay UBS for the fees and expenses of its two counsel and one
financial advisor in connection with the company's bankruptcy
cases.  Almatis is also permitted to continue to utilize the
services of Talbot Hughes McKillop LLP.

The Court's August 23 order is the second time a final cash
collateral order was issued in Almatis' bankruptcy cases.
Almatis, on May 17, 2010, obtained the Court's authority to use
the cash collateral but it was terminated following the rejection
of the company's plan support agreement with its largest senior
lender, Oaktree Capital Management L.P.

Almatis rejected the Plan Support Agreement and a prepackaged
restructuring plan proposed by Oaktree Capital after Dubai
International Capital LLC arranged a revised proposal that would
help fully repay senior lenders and would allow junior lenders to
recover more than under the Oaktree-sponsored prepackaged plan.

A full-text copy of the August 23 Final Cash Collateral Order is
available for free at:

        http://bankrupt.com/misc/Almatis_Aug23FCCOrder.pdf

                       About Almatis Group

Alamtis B.V., and its affiliates filed for Chapter 11 bankruptcy
protection 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 B.V.: Plan Confirmation Hearing Set for September 20
------------------------------------------------------------
Almatis B.V. and its affiliated debtors are now a step closer to
emerging from bankruptcy after Judge Martin Glenn of the U.S.
Bankruptcy Court for the Southern District of New York approved
the disclosure statement explaining their proposed restructuring
plan.

The Disclosure Statement describes the major provisions of the
restructuring proposal arranged by Almatis' owner, Dubai
International Capital LLC.

In a 10-page order dated August 24, 2010, Judge Glenn held that
the Disclosure Statement contains "adequate information" pursuant
to Section 1125 of the Bankruptcy Code.  He overruled objections
asserted against the Disclosure Statement, including an
opposition letter from a group of creditors led by Jonathan Lee
Riches.

Almatis earlier asked Judge Glenn to overrule the objection,
maintaining that the group lacks standing to oppose approval of
the Disclosure Statement since it does not have claims against
the company and its affiliated debtors.

The Bankruptcy Court's approval paves the way for Almatis to
begin the solicitation of creditor votes on the Plan.  The
company needs to obtain a majority of votes in favor of the Plan
from holders of impaired claims and a court order confirming the
Plan to finally exit bankruptcy protection.

Creditors entitled to vote on the Plan have until September 13,
2010, to cast their ballots.  They are required to follow a
uniform process governing the solicitation of votes, which Judge
Glenn also approved in his August 24 order.

Judge Glenn also approved the contents of the solicitation
package to be distributed to the voting classes and the proposed
form of the ballots.

The Court established August 24, 2010, as the record date for the
purposes of determining the creditors and interest holders
entitled to receive the Solicitation Package.

Almatis' claims agent, Epiq Bankruptcy Solutions, is authorized
to tabulate the ballots and file with the Bankruptcy Court a
report of the voting results on or before September 15, 2010.

The Bankruptcy Court is set to hold a hearing on September 20,
2010, to consider confirmation of the Plan.  Deadline for filing
objections is September 13, 2010.

A full-text copy of the Disclosure Statement Order is available
for free at http://bankrupt.com/misc/Almatis_Aug24DSorder.pdf

Almatis' Plan would help fully repay its senior lenders and
enhance recoveries for its junior lenders.  The Plan was arranged
by the company's owner, DIC, after it obtained 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 Plan will also come from a $100 million equity
contribution that DIC has already escrowed with JP Morgan.

Under the Plan, senior lenders will be paid in full while second
lien lenders will receive EUR52.1 million worth of senior paid-
in-kind unsecured notes to be issued by Almatis Topco 2, a
private limited liability company to be formed on or before the
effective date and to be wholly owned by Almatis Topco 1.

Indirect ownership of the reorganized companies will be
transferred on the plan effective date to Almatis Topco 1, a
newly formed Dutch corporation that will indirectly hold 100%
stake in reorganized DIC Almatis Holdco B.V. and all of its
subsidiaries.  Almatis Topco 1 will be owned 60% by a DIC
investor and 40% by the mezzanine and the junior mezzanine
lenders on the plan effective date.

The DIC investor will be an entity owned, managed or advised by
DIC to hold the so-called "senior preference shares" and
"permitted transferees."

Almatis earlier withdrew the prepackaged restructuring plan
proposed by its largest senior lender, Oaktree Capital Management
L.P.  The prepackaged plan was rejected by Almatis' 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.

                           Revised Terms

Prior to the issuance of the August 24 Disclosure Statement
Order, Almatis further revised some terms of its Revised Plan and
Disclosure Statement.

One of the revised terms of the Plan and Disclosure Statement
dated August 23 provides that 60% of the ordinary shares in
Almatis Topco 1 will be issued to a DIC investor in exchange for
EUR38,828,618, while the remaining 40% will be issued to holders
of allowed mezzanine claims and junior mezzanine claims.

Another revised provision requires Almatis and its affiliated
debtors to guarantee the senior secured notes and the $50 million
exit revolving credit facility that will be provided by JP Morgan
and Bank of America Merrill.  It also requires that the senior
secured notes and the revolving credit facility be collateralized
by a first priority security interest in substantially all of the
assets of the Almatis entities.

Granting the first priority security interest will depend on the
release of the existing security interests in the prepetition
collateral in favor of Almatis' senior lenders, second lien
lenders, and the mezzanine and junior mezzanine lenders.

In addition, Almatis and its affiliated debtors are required to
make an offer to each holder of a senior secured note to purchase
up to all of such note at a price equal to 101% of principal
amount plus accrued and unpaid interest to the purchase date.

Almatis also inserted a language in the Disclosure Statement
clarifying that the settlement deal with Oaktree Capital releases
potential claims of the company against the senior lender,
including equitable subordination claims that some junior lenders
had previously requested authority to pursue on behalf of the
company.

A provision was added to the Disclosure Statement stated that
subject to the occurrence of the plan effective date, Almatis,
Oaktree Capital and other concerned parties will exchange mutual
releases of any direct claims.  These claims do not include
direct, non-derivative claims held by DIC and any non-debtor
against Oaktree Capital and vice-versa.

Under the Revised Plan and Disclosure Statement, intercompany
claims are divided into two classes: Class 8(a) and Class 8(b)-
(m).  Class 8(a), which consists of intercompany claims against
DIC Almatis Holdco B.V., will be reinstated as of the plan
effective date and will be transferred by DIC Almatis Equityco
Cooperatief U.A., a co-operative organized under the laws of The
Netherlands, in accordance with the implementation memorandum.
Meanwhile, intercompany claims under Class 8(b)-(m) are impaired
claims and will be reinstated as of the plan effective date
except as provided for in the implementation memorandum.

The Revised Plan and Disclosure Statement also call for similar
treatment of interests in DIC Almatis Holdco B.V., DIC Almatis
Bidco B.V., and Almatis Holdings 3 B.V., as categorized under
Claim Classes 10(a), 10(c) and 10(d) of the Plan.  These
interests are unimpaired and will be transferred to Almatis Topco
2 on the plan effective date in exchange for a payment of EUR1
for each class of interests.

Full-text copies of the Almatis Plan and Disclosure Statement
dated August 23 are available without charge at:

  http://bankrupt.com/misc/Almatis_AmendedPlanAug23.pdf
  http://bankrupt.com/misc/Almatis_DisclosureStatementAug23.pdf

                       About Almatis Group

Alamtis B.V., and its affiliates filed for Chapter 11 bankruptcy
protection 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 B.V.: Wins Approval of Oaktree Capital Settlement
---------------------------------------------------------
Almatis B.V. and its affiliated debtors won approval from U.S.
Bankruptcy Judge Martin Glenn of a settlement of claims with their
largest senior lender, Oaktree Capital Management L.P.

The Oaktree deal was hammered out to "remove potential obstacles"
to the quick confirmation of Almatis' revised restructuring plan,
according to Michael Rosenthal, Esq., at Gibson Dunn & Crutcher
LLP, in New York.

Oaktree Capital, which owns 46% of Almatis' senior debt, earlier
opposed the Revised Plan and considered revising its own
prepackaged restructuring proposal for the company by offering
junior lenders some immediate recovery of their debt.  The senior
lender eventually dropped its objection and proposed a settlement
to Almatis.

Under the settlement deal, Almatis agreed to make full payment of
its senior debt to Oaktree Capital on the effective date of the
Revised Plan.

Almatis also agreed to pay up to $5.25 million as an allowed
administrative expense claim to settle Oaktree Capital's claims
for fees, expenses and other charges.  The company, however, is
not required to make the payment if the effective date of the
Revised Plan does not occur.

Oaktree Capital, meanwhile, agreed to waive any potential
argument that payment of its senior secured claims should be made
in U.S. dollars.  The senior lender is required under the deal to
waive any objection to the Revised Plan, and to support any
request by Almatis for the Plan's confirmation and Almatis'
continued use of cash collateral.

The deal also requires Almatis and Oaktree Capital to exchange
mutual releases from all claims or lawsuits.

The Almatis/Oaktree Settlement is formalized in a 9-page
agreement, a full-text copy of which is available for free at:

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

                           *     *     *

In a related development, Adam Paul, Esq., a partner at Kirkland
& Ellis LLP, in Chicago, Illinois, filed a declaration with the
Court, disclosing that Oaktree Capital incurred as much as
$7.012 million in fees and expenses in connection with the
bankruptcy cases of Almatis and its affiliated debtors.

The $7.012 million includes fees and expenses of Kirkland & Ellis
and Loyens & Loeff N.V., according to Mr. Paul.

Kirkland & Ellis and Loyens & Loeff both serve as legal counsel
of Oaktree Capital.

Mr. Paul filed his declaration in support of the parties'
settlement agreement.

                       About Almatis Group

Alamtis B.V., and its affiliates filed for Chapter 11 bankruptcy
protection 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)


AMACORE GROUP: Reaches Securities Purchase Deal with Vicis Capital
------------------------------------------------------------------
The Amacore Group Inc., on August 16, entered into a Securities
Purchase Agreement with Vicis Capital Master Fund, pursuant to
which the Company agreed to issue and sell to Vicis up to
$5,000,000 in principal amount of its 15% Senior Secured
Convertible Notes.  On the Initial Closing Date, the Company
issued and sold $2,500,000 in principal amount of Notes and
received gross proceeds of $2,500,000.

The Notes are due on June 30, 2011, and bear interest at a rate of
15% per annum.  Upon the occurrence of an Event of Default, the
Stated Interest Rate shall be adjusted to a rate of 18% per annum.

The obligations of the Company under the Notes are secured
pursuant to the terms of the Security Agreement between the
Company and Vicis.  The Company also agreed to pledge all of the
capital stock or other ownership interests of certain of its
subsidiaries pursuant to the Stock Pledge and Escrow Agreement in
order to secure its obligations under the Notes.

In addition, all of the obligations of the Company under the Notes
are guaranteed by certain of the Company's subsidiaries pursuant
to the terms of the Guaranty Agreement and all of the obligations
of such subsidiaries under the Subsidiary Guarantee are secured
pursuant to the terms of the Guarantor Security Agreement.  The
Notes are convertible, at the option of the holder, into shares of
the Company's Class A common stock at an initial conversion price
equal to $0.005 per share.  The Notes contain provisions that
protect the holders against dilution by adjustment of the
Conversion Price in certain events such as stock dividends,
stock splits and other similar events.

In addition, the Notes have anti-dilution protection in the event
that the Company issues securities at a value less than the
Conversion Price.  In connection with the Private Placement, the
Company entered into a Registration Rights Agreement with Vicis,
pursuant to which the Company granted "piggyback" registration
rights to Vicis.  Vicis also agreed to waive certain anti-dilution
rights that it was entitled to by virtue of its holdings of other
securities of the Company pursuant to the Waiver by and between
the Company and Vicis.

Pursuant to the Purchase Agreement, Vicis is required to deposit
the remaining purchase price of $2,500,000 into an escrow account
within 5 days of the Initial Closing pursuant to the terms of the
Escrow Agreement by and between the Company, Vicis and the escrow
agent.  The escrow agent shall disburse funds from the escrow
account pursuant to the joint written instructions of the Company
and Vicis.  Upon the disbursement of funds from escrow, the
Company shall issue to Vicis Notes in the principal amount of the
jointly approved escrow disbursement.  The Escrow Agreement shall
terminate upon the Maturity Date and any funds remaining in escrow
shall be returned to Vicis.

A full-text copy of the Securities and Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?69b2

                    About The Amacore Group

Based in Maitland, Florida, The Amacore Group, Inc., (OTC BB:
ACGI) -- http://www.amacoregroup.com/-- is primarily a provider
and marketer of healthcare related products, including healthcare
benefits, vision and dental networks, and administrative services
such as billing, fulfillment, patient advocacy, claims
administration and servicing.

The Company's balance sheet at June 30, 2010, showed $8,595,986 in
total assets, $25,985,443 in total liabilities and a $17,147,252
stockholder's deficit.

                         *     *     *

In its March 31, 2010 report, McGladrey & Pullen, LLP in Orlando,
Florida, raised substantial doubt about the Company's ability to
continue as a going concern.  The auditor said the Company has
suffered recurring losses from operations and has not generated
sufficient cash flows from operations to meet its needs.


AMERICAN INT'L: China Life to Consider Participation in AIA IPO
---------------------------------------------------------------
Victoria Ruan, writing for the Wall Street Journal, reports that
China Life Insurance Co. Chairman Yang Chao said the company will
study whether to subscribe to pan-Asia life insurer AIA Group
Ltd.'s pending initial public offering but wants to see the
pricing before making a decision.

According to the Journal, Mr. Yang said at a news briefing
Thursday that China Life canceled a plan in March 2009 to buy a
strategic stake in AIA.  But he said he hasn't personally been in
"direct touch" with senior management of AIA parent American
International Group Inc. to discuss possible strategic investments
in the wake of U.K. insurer Prudential PLC's June decision to walk
away from a $35.5 billion deal to take over AIA.

According to the Troubled Company Reporter on August 26, 2010, The
Wall Street Journal's Alison Tudor reported that people familiar
with the matter said AIG has enlisted five more banks to handle
its listing of AIA this fall.  Sources told the Journal that AIG
has added Bank of America Corp.'s Bank of America Merrill Lynch
unit, Credit Suisse Group and UBS AG as well as Chinese banks CCB
International (Holdings) Ltd. and ICBC International Holdings Ltd.
as bookrunners on the deal.  Goldman Sachs Group Inc., Morgan
Stanley, Citigroup Inc. and Deutsche Bank AG were appointed as
global coordinators in July 2010.

According to the Journal, all nine banks were previously involved
in plans for an AIA IPO, which was abandoned when Prudential made
its move to acquire the unit in March.

According to the Journal, with its roster of bankers now
completed, AIG must decide the size of the IPO and its structure
in the coming weeks if it is to keep to its rigorous timetable for
the Hong Kong listing.  AIG has also has to name a new chief
financial officer for AIA after the previous person quit in the
midst of a bid from Prudential this spring.

People familiar with the matter also told the Journal AIG has
already turned down offers from a consortium of Chinese pre-IPO
investors because it couldn't be certain the bidders had secure
financing or regulatory approval-and it couldn't wait to find out.
The report also said AIG's advisers have already talked to
sovereign-wealth funds -- including China Investment Corp.,
Singapore's Temasek Holdings Pte. Ltd., the Government of
Singapore Investment Corp., the Kuwait Investment Authority and
the Abu Dhabi Investment Authority -- about investing in AIA.
They also have spoken with several Hong Kong-based tycoons about
acquiring a piece of AIA, the sources told the Journal.

                             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 SAFETY: Court OKs $25MM DIP Financing Despite Objections
-----------------------------------------------------------------
Bankruptcy Law360 reports that Judge Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware has given final
approval to postpetition financing intended to facilitate the sale
of most of American Safety Razor Co.'s assets to its first-lien
lenders, overruling the objections of junior lenders who favored a
reorganization.

UBS AG, Stamford Branch, as first-lien agent for first-lien
lenders, asked the Court to deny objections of junior lenders
Blackrock Kelso Capital Corporation and GSO/Blackstone Debtor
Funds Management LLC to the Debtor's request to access $25 million
of DIP financing and use cash collateral.

As reported in the Troubled Company Reporter on August 25, 2010,
GSO/Blackstone and BlackRock Kelso, which together own 27.6% of
the second-lien bank debt, assert that the Debtor could
restructure through a plan of reorganization rather than "throw
the keys" to the first-lien lenders, which are owed $245 million.

UBS, however, stated that the second lien lenders' objection must
be overruled, explaining that:

   1. it is procedurally defective -- the delay in retention of
      the objectors' counsel and filing of a late objection must
      not excuse them from complying with the Court-ordered
      deadlines;

   2. the intercreditor agreement prohibits the second-lien
      lenders from contesting the DIP facility and the sale
      process -- pursuant to the agreement, the objectors have
      already agreed not to oppose a 363 sale; and

   3. the terms of the DIP facility are fair, reasonable and
      appropriate, reflect the Debtors' business judgment, and
      will provide parties-in-interest ample opportunity to submit
      a higher or better offer.

The Official Committee of Unsecured Creditors sought a delay of
the entry of any final DIP order unless the asset purchase
agreement is modified.  The Committee explained that the Debtors
and the DIP Lenders have not resolved their disagreement over the
appropriateness of the termination provision, as viewed in the
context of the DIP facility and its event of default provisions.

UBS is represented by:

   Richard W. Riley, Esq.
   DUANE MORRIS LLP
   1100 N. Market Street, Suite 1200
   Wilmington, DE 19801

   Jesse H. Austin, III, Esq.
   PAUL HASTINGS JANOFSKY & WALKER, LLP
   600 Peachtree Street, N.E.
   Twenty-Fourth Floor
   Atlanta, GA 30308

   Leslie A. Plaskon, Esq.
   Aaron M. Klein, Esq.
   PAUL HASTINGS JANOFSKY & WALKER, LLP
   Park Avenue Tower
   75 East 55th Street
   New York, NY 10022

                       About American Safety

American Safety Razor Company, LLC, doing business as Personna
American Safety Razor, makes private-label shaving razors and
blades.  Its products are sold through mass merchandisers, drug
stores and supermarkets under retailer names as well as under
ASR's brands (including Magnum, X5, Matrix3, Mystique, and
Personna).  In addition to shaving products, ASR manufactures and
distributes blades and bladed hand tools for a variety of
industrial uses and specialty industrial and medical blades. The
Company has roots going back to 1875.

American Safety, along with affiliates, filed for Chapter 11
protection on July 28, 2010 (Bankr. D. Del. Case No. 10-12351).
Mark J. Thompson, Esq., and Morris J. Massel, Esq., at Simpson
Thacher & Bartlett LLP, serve as the Debtors' bankruptcy
attorneys.  Howard A. Cohen, Esq., at Drinker Biddle & Reath LLP,
is co-counsel.  In addition, Lazard Middle Market LLC is the
Debtors' investment banker and Kurtzman Carson Consultants LLC is
their claims and notice agent.  American Safety estimated assets
at $100 million to $500 million and debts at $500 million to
$1 billion in its Chapter 11 petition.


APEX DIGITAL: Section 341(a) Meeting Scheduled for October 7
------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Apex
Digital, Inc.'s creditors on October 7, 2010, at 9:00 a.m., at RM
2610, 725 S Figueroa St., Los Angeles, CA 90017.

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

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

Walnut, California-based Apex Digital, Inc. -- aka AW XEPA
Technologies Inc., AW Apex R&D Shangai, AW Apex, AW E2Go, AW
Entertainment to Go -- filed for Chapter 11 protection on
August 17, 2010 (Bankr. C.D. Calif. Case No. 10-44406).  Juliet Y.
Oh, Esq., in Los Angeles, California, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million as of the Petition Date.


APEX DIGITAL: To Swap TV Business for $10.7MM Debt
--------------------------------------------------
Dow Jones' DBR Small Cap reports that after seeing the license to
use its trade name expire, Apex Digital Inc. is seeking to sell
its television business to an affiliate of its secured lender in
exchange for about $10.7 million in debt.

Founded in 1997 and headquartered in Walnut, Calif., Apex Digital
Inc. is one of the country's leading providers and marketers of
consumer electronics, including high-definition LCD televisions,
home entertainment media devices, solar powered lights and digital
set top boxes.

Apex Digital filed for Chapter 11 bankruptcy protection on
August 17, 2010 (Bankr. C.D. Calif. Case No. 10-44406).  Apex
Digital said it intends to pursue approval of a restructuring plan
that will modify the Company's business model to enable it to
expand its consulting business by leveraging its global business
connections and focusing on growing its green energy lighting
products line.

Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in
Los Angeles, serves as bankruptcy counsel.  The Debtor estimated
$10 million to $50 million in assets and debts in its petition.


AVISTAR COMMS: Amends Revolving Credit Deal With JP Morgan
----------------------------------------------------------
On August 16, Avistar Communications Corporation entered into a
second amendment to the Second Amended and Restated Revolving
Credit Promissory Note Agreement with JP Morgan Chase Bank, N.A.,
as lender.

The Promissory Note Agreement initially provided a maximum line of
credit facility amount of:

   (i) $11.25 million from Dec. 22, 2009 through and including
       March 30, 2010; and

  (ii) $6.0 million for the remainder of the period through the
       maturity date on Dec. 21, 2010.

The Agreement was subsequently amended on March 25, 2010 to reduce
the maximum line of credit facility amount to $5.0 million for the
entire period from Feb. 22, 2010 through the maturity date.

The primary purpose of the Second Amendment is to modify the
maximum line of credit facility amount for the entire period from
Aug. 16, 2010 through the maturity date to $7.0 million.  As of
Aug. 16, 2010, the total principal amount borrowed by Avistar
under the credit facility was $5.0 million.

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

The Company reported a net loss of $2.4 million in the second
quarter of 2010, compared with a net loss of $151,000 in the
second quarter of 2009.

The Company's balance sheet at June 30, 2010, showed $2.24 million
in total assets, $7.42 million in total liabilities, and a
stockholders' deficit of $5.18 million.


BASHAS' INC: Lenders Hope to Stop Plan Implementation
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that secured lenders are appealing approval of Bashas'
Inc.'s confirmed reorganization plan.  After a five-day hearing
that began in July, U.S. Bankruptcy Judge James M. Marlar in
Phoenix wrote a 75-page opinion this month explaining why it was
proper to approve the Plan over the lenders' "no" vote.

According to the report, the lenders are asking Judge Marlar to
hold up implementation of the Plan pending appeal.  If Judge
Marlar allows the Plan to go ahead, the lenders say they will ask
a U.S. district judge for a stay pending appeal.

The Bloomberg report relates that the lenders contend that Bashas'
will be unable to pay them in full over time as the Plan provides.
They also say the Plan gives them interest at rates lower than
outside lenders were willing to provide.  Although the lenders
voted against the Plan, the Plan received affirmative votes from
trade suppliers owed $30 million and other unsecured creditors
owed $18 million.

The lenders, owed some $217 million, include Prudential Life
Insurance Co. of America, Wells Fargo Bank NA, Bank of America NA
and Compass Bank.

                        About Bashas' Inc.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assists the Debtors in their restructuring efforts.  Michael W.
Carmel, Ltd., is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' estimated assets and debts of
$100 million to $500 million as of the Petition Date.


BERNARD MADOFF: Lifland Asks Gibraltar Court to Release Funds
-------------------------------------------------------------
Dow Jones Newswires' Chad Bray reports that in a letter filed
publicly on Tuesday, U.S. Bankruptcy Judge Burton Lifland, who is
overseeing the liquidation of Bernard Madoff's estate, asked the
Gibraltar Supreme Court to release more than $73 million being
held by the Gibraltar court, so that the funds can be distributed
to fraud victims.

Dow Jones notes the funds were deposited in bank accounts in
Gibraltar by a custodian for Madoff investor Vizcaya Partners
Ltd., which allegedly withdrew about $180 million from Mr.
Madoff's firm in the five months before the fraud came to light.

Irving Picard, the court-appointed trustee for Mr. Madoff's firm,
won a $180 million default judgment against Vizcaya earlier this
month, claiming the funds transferred to the British Virgin
Islands firm were "nothing more than other victims' stolen
monies."  Mr. Picard is seeking to recover assets on behalf of Mr.
Madoff's victims.

"The Gibraltar funds originate from transfers made from [Bernard
L. Madoff Investment Securities] that I have adjudged to be
recoverable under U.S. law and payable to the trustee to
administer as part of the liquidation of BLMIS," the judge wrote,
according to Dow Jones.

Dow Jones says a lawyer for Vizcaya didn't have a comment when
reached on Wednesday.

                    About Bernard L. Madoff

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

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

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

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

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

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

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

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


BOCA BRIDGE: Hit with Involuntary Chapter 11 Petition
-----------------------------------------------------
Ten creditors filed an involuntary Chapter 11 petition (Bankr.
S.D. Fla. Case No. 10-34538) in West Palm Beach, Florida, against
Boca Bridge LLC, the owner of the Boca Raton Bridge Hotel.

The creditors are owed a total of $69,400, according to the
petition filed on August 19.  Harry J. Ross, Esq, in Boca Raton,
serves as counsel to the petitioners.  The creditors include Lundy
Shacter, P.A., owed $21,713, and Arrow Security Corp., owed
$15,118.


BONTEN MEDIA: Moody's Downgrades Corporate Family Rating to 'Caa2'
------------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family and
Probability of Default ratings for Bonten Media Group, Inc. to
Caa2 from Caa1, concluding the review for downgrade commenced
November 24, 2009.  The downgrade incorporates Moody's belief that
the company will be challenged to generate meaningful free cash
flow when its Senior Subordinated Notes convert to cash pay in
2011.  Furthermore, notwithstanding expectations for some
continuing near-term cyclical improvement in operating
performance, Moody's consider Bonten's high debt-to-EBITDA
unsustainable for a broadcaster over the longer term, which will
make refinancing challenging when the revolver matures in 2013 and
the term loan in 2014, in Moody's opinion.  Moody's also lowered
the ratings on Bonten's senior subordinated bonds to Caa3 from
Caa2.

A summary of the actions:

Bonten Media Group, Inc.

  -- Probability of Default Rating, Downgraded to Caa2 from Caa1

  -- Corporate Family Rating, Downgraded to Caa2 from Caa1

  -- Senior Subordinated Bonds, Downgraded to Caa3, LGD5, 73% from
     Caa2, LGD5, 72%

  -- Senior Secured Bank Credit Facility, Confirmed B1, LGD2, 17%

  -- Outlook, Changed to Stable From Rating Under Review

                        Ratings Rationale

Bonten's Caa2 corporate family rating incorporates its high
leverage, which poses challenges for managing a business
vulnerable to advertising spending cycles, in Moody's view.
Furthermore, Moody's believe continued accretion of interest
expense on the company's senior subordinated notes throughout 2010
and the first half of 2011 will result in debt-to-EBITDA remaining
above 10 times, and the conversion of the notes to cash pay in
2011 will prevent meaningful free cash flow generation.  In
Moody's opinion, Bonten's lack of scale, as indicated by 2009
revenue below $50 million, magnifies both the financial and
cyclical risk, given the potential for more significant swings in
credit metrics and for a disproportionate impact from the loss of
a large advertiser or a region specific downturn.  Moody's
believes that Bonten's diverse network affiliations and its strong
local news rankings help it maintain leading audience positions in
almost of all of its markets, a positive for the credit.

The stable outlook incorporates expectations for compliance with
bank financial covenants, either through continued improvement in
operating performance, debt paydown with balance sheet cash, or an
equity cure.  The stable outlook also assumes continued gradual
recovery in the economy, and existing ratings would most likely
not tolerate a double dip recession given the pressure on
covenants and liquidity.

Moody's would consider a negative outlook or downgrade based on
expectations for either a technical or payment default, such as a
breach of financial covenants or projected inability to meet debt
service, which could result from lack of improvement in EBITDA.
The company's high leverage and lack of scale limit upward
momentum.  However, a reduction in absolute debt or material
improvement in operating performance leading to expectations for
two-year average leverage being sustained under 9 times
(incorporating Moody's standard adjustments) could result in a
positive outlook or upgrade.  An upgrade would also require
expectations for sustained positive free cash flow.

Formed in November 2006 by Diamond Castle Holdings, LLC, to
acquire and operate local television stations in the United
States, Bonten Media Group, Inc. operates sixteen full power, low
power and digital television stations in eight small and mid-size
markets (including stations operated via JSA/JOA agreements with
Esteem Broadcasting).  It maintains headquarters in New York, New
York, and its annual revenue is approximately $50 million.

The principal methodologies used in rating Bonten Media Group,
Inc. were Global Broadcast Industry published in June 2008, and
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found on Moody's Web
site.


BOSQUE POWER: To Mediate With Lenders on Plan Issues
----------------------------------------------------
American Bankruptcy Institute reports that Bosque Power Co. LLC
and a group of secured lenders have decided to engage in
mediations to try reaching a settlement, instead of going head-to-
head with competing reorganization plans.

Both parties previously filed competing Chapter 11 plans.

Under the lenders' plan, secured creditors will take ownership of
the reorganized company.  Unsecured creditors will recover 100
cents on the dollar.  A full-text copy of the disclosure statement
explaining the Lenders' Plan is available for free at
http://bankrupt.com/misc/BosquePower_LendersDS.pdf

Under Bosque Power's plan, an equity sponsor pouring a
$42.5 million infusion into the Company in exchange for an 85%
stake in the reorganized company.  A full-text copy of the
disclosure statement explaining the Debtors' plan is available for
free at http://bankrupt.com/misc/BosquePower_DS.pdf

                        About Bosque Power

Laguna Park, Texas-based Bosque Power Company, LLC, owns and
operates an 800-megawatt natural gas fired power plant.  The
power-generating facility, located in Laguna Park, commenced
operations as a natural-gas power plant in 2000.  Bosque Power
Partners owns 100% of the membership interest in Bosque Power.

Bosque Power filed for Chapter 11 protection on March 24, 2010
(Bankr. W.D. Tex. Case No. 10-60348).  Henry J. Kaim, Esq., at
King & Spalding LLP, serves as bankruptcy counsel to the Debtor.
The Debtor also tapped Morgan, Lewis & Bockius LLP as special
corporate counsel; Greenhill & Co. LLC as financial advisor; and
Kurtzman Carson Consultants LLC as claims agent.  In its petition,
the Debtor estimated assets and debts both ranging from $100
million to $500 million.


BRISAM COVINA: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Brisam Covina LLC has filed with the U.S. Bankruptcy Court for the
Eastern District of New York a list of its 20 largest unsecured
creditors:

   Entity                                             Claim Amount
   ------                                             ------------
Willis of Oregon, Inc.
File 50781
Los Angeles, CA 90074-0781                               $44,727

Radisson Hotel Worldwide
WF Lockbox 7060
Minneapolis, MN 55485-7060                               $35,343

City of Covina TOT
125 East College Street
Covina, CA 91723                                         $34,373

Hamilton's Steak House                                   $33,295

Packard Hospitality Group                                $11,010

Constellation Newenergy Inc.                             $10,592

Southern California Edison                                $9,421

Greenfield Landscaping and Maintenance                    $6,180

HD Supply Facilities Maintenance                          $5,451

PAETEC                                                    $3,958

Pacific Lodging Supply                                    $3,125

LodgeNet Interactive Corporation                          $2,779

Orkin Pest control                                        $2,675

Covina Petty Cash                                         $2,544

Elite Heating & Air Conditioning                          $1,840

Tiger, Inc.                                               $1,809

Covina Disposal                                           $1,801

LA county Treasurer                                       $1,775

Ecolab                                                    $1,579

The Gas Company                                           $1,333

Uniondale, New York-based Brisam Covina LLC, dba Radisson Sultes
Hotel Covina, filed for Chapter 11 protection on August 17, 2010
(Bankr. E.D.N.Y. Case No. 10-76441).  John Westerman, Esq., and
Mickee M. Hennessy, Esq., at Westerman Ball Ederer Miller &
Sharfstei, assist the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


BRISAM COVINA: Section 341(a) Meeting Scheduled for Sept. 24
------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Brisam
Covina LLC's creditors on September 24, 2010, at 9:00 a.m., at
Room 562, 560 Federal Plaza, CI, NY.

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

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

Uniondale, New York-based Brisam Covina LLC, dba Radisson Sultes
Hotel Covina, filed for Chapter 11 protection on August 17, 2010
(Bankr. E.D.N.Y. Case No. 10-76441).  John Westerman, Esq., and
Mickee M. Hennessy, Esq., at Westerman Ball Ederer Miller &
Sharfstei, assist the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


BTA BANK: Can't Use U.S. Law Against Foreign Debts
--------------------------------------------------
In a decision that could have major ramifications for Chapter 15
cases, a U.S. federal judge ruled Monday that the Kazakhstan-based
JSC BTA Bank cannot use U.S. law as a shield against a large debt
owed to a Swiss bank, Bankruptcy Law360 reports.

                           About BTA Bank

BTA Bank AO (BTA Bank JSC), formerly Bank TuranAlem AO --
http://bta.kz/-- is a Kazakhstan-based financial institution,
which is involved in the provision of banking and financial
products for private and corporate clients.

The BTA Group is one of the leading banking groups in the
Commonwealth of Independent States and has affiliated banks in
Russia, Ukraine, Belarus, Georgia, Armenia, Kyrgyzstan and Turkey.
In addition, the Bank maintains representative offices in Russia,
Ukraine, China, the United Arab Emirates and the United Kingdom.
The Bank has no branch or agency in the United States, and its
primary assets in the United States consist of balances in
accounts with correspondent banks in New York City.

As of November 30, 2009, the Bank employed 5,043 people inside
and 4 people outside Kazakhstan.  It has no employees in the
United States.  Most of the Bank's assets, and nearly all its
tangible assets, are located in Kazakhstan.

JSC BTA Bank, also known as BTA Bank of Kazakhstan, filed for
Chapter 15 bankruptcy protection in New York on Feb. 4, 2010
(Bankr. S.D.N.Y. Case No. 10-10638), listing more than US$1
billion in both assets and debt.

On March 9, 2010, the Troubled Company Reporter-Europe, citing
Bloomberg News, reported that JSC BTA Bank was granted relief in
the U.S. under Chapter 15 when the bankruptcy judge in New York
ruled t that the court in Kazakhstan abroad is home to the
"foreign main proceeding."  Consequently, creditor actions in the
U.S. were permanently halted, forcing creditors to hash out their
claims and receive distributions in Kazakhstan, according to
Bloomberg.

BTA Bank is represented in the Chapter 15 proceedings by White &
Case LLP.


CALIFORNIA COASTAL: Key Settlement With Lenders Approved
--------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
California Coastal Communities' settlement agreement with
Wilmington Trust FSB, as agent to the senior lenders.

Pursuant to the settlement, California Coastal has arranged a
$182 million loan from Luxor Capital Group LP to be able to pay
off secured lenders in cash.  The lenders' claims against the
estate by more than $6.6 million through the waiver of default
interest and reductions of professional fees and expenses.

With the Settlement, the Company is seeking approval of a Chapter
11 plan absent any objections from the senior lenders.  The
Chapter 11 Plan pays unsecured creditors in full, without
interest, over two years.

                     About California Coastal

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

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


CALIFORNIA COASTAL: Defends Proposed $184MM Exit Loan From Luxor
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that California Coastal
Communities Inc. and lender Luxor Capital Group LP are defending a
proposed $184 million bankruptcy-exit loan from criticism that the
terms of the financing may harm the company and its creditors.
DBR says California Coastal and its proposed exit lender on
Wednesday filed court papers urging the U.S. Bankruptcy Court in
Santa Ana, Calif., to hold fast to its prior order authorizing
them to enter into an exit-financing commitment letter, an order
that California Coastal's existing lenders are asking the court to
reconsider.

According to DBR, Lenders led by agent Wilmington Trust FSB have
accused California Coastal and Luxor of misleading the court by
executing a "complete turnabout" regarding the financing terms
after the court gave them the green light to strike a deal.

As reported by the Troubled Company Reporter on August 19, 2010,
California Coastal said in its Form 10-Q for the quarter ended
June 30, 2010, that it needs $15 million in additional capital to
move forward with its proposed reorganization plan.

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

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

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

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

                    About California Coastal

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

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


CAPRIUS INC: Posts $392 Million Net Loss in June 30 Quarter
-----------------------------------------------------------
Caprius Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $391,973 on $152,964 of total revenue for the three
months ended June 30, 2010, compared with a 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.

A full-text copy of the quarterly report on 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.


CCM MERGER: Moody's Reviews 'Caa1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service placed CCM Merger, Inc.'s ratings,
including its Caa1 Corporate Family Rating, on review for possible
downgrade.  CCM Merger is the indirect owner and operator of
MotorCity Casino.  The review for possible downgrade reflects the
fact that CCM's $70 million senior secured first lien revolver
expires in less than 12 months and the company could face a
liquidity event without an extension because the company is
reliant on the revolver to back LOC's.

While CCM can cover its interest payments and debt amortization,
about $50 million of the revolver acts as a backstop that secures
the principal and interest payments for CCM's $50 million Michigan
Strategic Fund bonds due 2039.  If the expiration date of the
revolver is not extended, this would cause a liquidity event as
CCM would have to either repay the MSF bonds or find an
alternative LOC provider.

During the review period Moody's will monitor the company's
progress in its efforts to extend the expiration date of the
revolver.  Ratings would likely be lowered if CCM is unable to
obtain an extension.

Ratings placed on review for possible downgrade (and LGD rates
subject to adjustment):

  -- Corporate Family Rating at Caa1

  -- Probability of Default Rating at Caa1

  -- $70 million first lien senior secured revolver expiring July
     2011 at B3 (LGD 3, 33%)

  -- $548 million Senior secured term loan B due July 2012 at B3
     (LGD 3, 33%)

  -- $273 million 8% senior unsecured notes due August 2013 at
     Caa3 (LGD 5, 87%)

Moody's previous rating action on CCM occurred on April 28, 2010,
when the company's Corporate Family Rating and Probability of
Default Rating were confirmed at Caa1 and a negative rating
outlook was assigned.

CCM Merger, Inc., indirectly owns and operates the MotorCity
Casino in Detroit, Michigan.  The company generates approximately
of $460 million of annual net revenue.

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.


CELERITAS TECHNOLOGIES: Proposes DRD-Led Auction for Assets
-----------------------------------------------------------
Celeritas Technologies, Inc., has asked the Bankruptcy Court for
permission to sell the majority of its assets through a 11 U.S.C.
Sec. 363" auction, its largest creditor, Paradigm said in a news
release. Donald R. Davis, owner of DRD, is the stalking horse
bidder under the proposed sale process.

According to Paradigm, the Bankruptcy Court has not yet approved
this process or ruled on Paradigm's objections to the sale. As of
today, no date has been established for the auction.

Celeritas has asked the Bankruptcy Court's permission to hire an
investment bank called FOCUS, LLC to market Celeritas' assets and
find potential buyers.

On July 28, the Bankruptcy Court granted Paradigm's request to
conduct discovery into Celeritas and its bankruptcy filing.  That
process is still underway.

                      Dispute With Paradigm

In 2007, Paradigm instituted a lawsuit against Celeritas in which
Paradigm asserted claims of fraud, trade-secret misappropriation,
breach of contract, breach of fiduciary duty, and violation of the
federal computer fraud and abuse act.  The jury returned a verdict
in Paradigm's favor, including a finding that Celeritas was liable
for fraud, in December 2009.  On December 14, 2009, the United
States District Court for the District of Kansas entered judgment
against Celeritas in the amount of $2.7 million, which included
$1.1 million in compensatory damages and $1.6 million in punitive
damages.  Paradigm is also asking to recover its attorney's fees
from Celeritas, and the Court is currently considering Paradigm's
application.

As Celeritas' largest creditor, Paradigm said it has closely
followed the bankruptcy proceeding and participated as
appropriate.

                  About Celeritas Technologies

Celeritas Technologies, LLC, filed for Chapter 11 protection on
July 13, 2010 (Bankr. D. Kan. Case No. 10-22381).  Lisa Epps Dade,
Esq., and Scott J. Goldstein, Esq., at Spencer Fane Britt & Browne
LLP, represent the Debtor.  The Debtor estimated assets of up to
$500,000 and debts of up to $10,000,000 in its Chapter 11
petition.

CeleritasWorks, LLC, filed a separate Chapter 11 petition on July
13, 2010 (Bankr. D. Kan. Case No. 10-22382).


CELL THERAPEUTICS: CEO James Bianco Unloads 250,000 Shares
----------------------------------------------------------
James A. Bianco, CEO of Cell Therapeutics, Inc., sold 250,000
shares of the Company's common stock in two separate transactions
on August 9 and 10.  The shares were sold for roughly $0.403
apiece in the August 9 deal and for $0.398 in the August 10 deal.
He now directly holds 13,422,638 shares following the transaction.
He also indirectly holds 22 shares through his wife.

There are 758,475,531 shares outstanding as of July 30, 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.

As of June 30, 2010, the Company had $94.578 million in total
assets; total liabilities of $77.707 million, common stock
purchase warrants of $12.255 million and non-controlling interest
of negative $308 million; and shareholders' equity of
$4.616 million.

                       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 June 30, 2010, the
Company said it does not expect that existing cash and cash
equivalents, including the cash received from the issuance of its
Series 6 preferred stock and warrants, will be sufficient to fund
presently anticipated operations beyond the fourth quarter of
2010.

The Company has commenced cost saving initiatives to reduce
operating expenses, including the reduction of employees related
to planned commercial pixantrone operations and continues to seek
additional areas for cost reductions.  However, the Company said
it will need to raise additional funds and is currently exploring
alternative sources of equity or debt financing.  The Company said
it may seek to raise such capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.

The Company has called an annual meeting of shareholders that is
scheduled to be held on September 16, 2010, to ask shareholders to
approve proposals, including a proposal to increase authorized
shares of common and preferred stock from 810,000,000 to
1,210,000,000 shares.  If the shareholders do not approve this
proposal, then the Company said it will not be able to issue
shares of common stock or securities convertible for shares of its
common stock, and thus, may not be able to raise additional
capital.

If the shareholders approve this proposal, the Company said its
Board of Directors would have the option to issue such shares
depending on its financial needs and the market opportunities if
deemed to be in the best interest of shareholders.  However,
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity securities,
substantial dilution to existing shareholders may result.

"If we fail to obtain additional capital when needed, we may be
required to delay, scale back, or eliminate some or all of our
research and development programs and may be forced to cease
operations, liquidate our assets and possibly seek bankruptcy
protection," the Company said.


CELL THERAPEUTICS: Director Richard Love Unloads 75,000 Shares
--------------------------------------------------------------
Richard L. Love, director at Cell Therapeutics, Inc., sold 75,000
shares of the company's common stock in various transactions on
August 23.  The shares were sold for roughly $0.37 apiece.  He now
holds 2,357,773 shares following the transaction.  The sales were
effected pursuant to a Rule 10b5-1 trading plan.

There are 758,475,531 shares outstanding as of July 30, 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.

As of June 30, 2010, the Company had $94.578 million in total
assets against total liabilities of $77.707 million, common stock
purchase warrants of $12.255 million and non-controlling interest
of $(308) million, resulting in shareholders' equity of $4.616
million.

                       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 June 30, 2010, the
Company said it does not expect that existing cash and cash
equivalents, including the cash received from the issuance of its
Series 6 preferred stock and warrants, will be sufficient to fund
presently anticipated operations beyond the fourth quarter of
2010.

The Company has commenced cost saving initiatives to reduce
operating expenses, including the reduction of employees related
to planned commercial pixantrone operations and continues to seek
additional areas for cost reductions.  However, the Company said
it will need to raise additional funds and is currently exploring
alternative sources of equity or debt financing.  The Company said
it may seek to raise such capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.

The Company has called an annual meeting of shareholders that is
scheduled to be held on September 16, 2010, to ask shareholders to
approve proposals, including a proposal to increase authorized
shares of common and preferred stock from 810,000,000 to
1,210,000,000 shares.  If the shareholders do not approve this
proposal, then the Company said it will not be able to issue
shares of common stock or securities convertible for shares of its
common stock, and thus, may not be able to raise additional
capital.

If the shareholders approve this proposal, the Company said its
Board of Directors would have the option to issue such shares
depending on its financial needs and the market opportunities if
deemed to be in the best interest of shareholders.  However,
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity securities,
substantial dilution to existing shareholders may result.

"If we fail to obtain additional capital when needed, we may be
required to delay, scale back, or eliminate some or all of our
research and development programs and may be forced to cease
operations, liquidate our assets and possibly seek bankruptcy
protection," the Company said.


CHOA VISION: Section 341(a) Meeting Scheduled for October 14
------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of CHOA
Vision LLC Vision's creditors on October 14, 2010, at 2:00 p.m.,
at RM 2610, 725 S Figueroa St., Los Angeles, CA 90017.

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

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

CHOA Vision LLC Vision is a hotel company based in Los Angeles.
It filed for Chapter 11 protection on August 18, 2010 (Bankr. C.D.
Calif. Case No. 10-44798).  It estimated its assets and debts at
$10 million to $50 million as of the Petition Date.


CNC DEVELOPMENT: UHY Vocation HK Raises Going Concern Doubt
-----------------------------------------------------------
CNC Development Ltd. filed on August 19, 2010, its annual report
on Form 20-F, for the fiscal year ended December 31, 2009.

UHY Vocation HK CPA Limited, in Hong Kong, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has only
$1.6 million of working capital as of December 31, 2009, and is
dependent on obtaining additional financing to execute its
business plan.

The Company reported a net loss of US$4.3 million on zero revenue
for 2009, compared with net income of US$3.8 million on
US$4.9 million of revenue for 2008.

No revenue was recorded during the year ended December 31, 2009,
because no project received final acceptance during that period.

The Company's balance sheet as of December 31, 2009, showed
US$25.4 million in total assets, US$30.8 million in total
liabilities, and a stockholders' deficit of US$5.4 million.

A full-text copy of the Form 20-F is available for free at:

               http://researcharchives.com/t/s?6a13

Based in Shanghai, the People's Republic of China, CNC Development
Ltd. was, until the suspension of business operations in late
2009, engaged in providing services to municipal-government
customers to integrate project design, implementation and
financing for BT projects in the Peoples Republic of China.  The
address of CNC's U.S. agent, WHI, Inc., is 410 South Michigan
Ave., Suite 620, Chicago, IL 60605.


COMSTOCK HOMEBUILDING: Names Joseph Squeri as CFO
-------------------------------------------------
Comstock Homebuilding Companies Inc.'s board of directors has
appointed Joseph M. Squeri as the Company's chief financial
officer effective Aug. 16, 2010.

Mr. Squeri brings more than a decade of public company leadership
experience in corporate finance, strategic planning, accounting
and operations.  He has served in a number of financial management
roles including positions as the Chief Financial Officer of Choice
Hotels International and Federal Realty Investment Trust.

"[Mr. Squeri] is an experienced public company executive and we
are delighted to have him join Comstock's management team" said
Comstock Chairman and Chief Executive Officer Christopher
Clemente.  "[Mr. Squeri] s significant experience in leading
finance functions and his strategic planning and operational
background will be invaluable as Comstock moves forward with its
strategic objectives".

                    About Comstock Homebuilding

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

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

                    Strategic Realignment Plan

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


COMMUNICATION INTELLIGENCE: Sassower Has 45.6% Equity Stake
-----------------------------------------------------------
Philip S. Sassower disclosed that he may be deemed to hold
157,733,009 shares or roughly 45.6% of the common stock of
Communication Intelligence Corporation as of August 5, 2010.

Andrea Goren disclosed holding 158,086,976 -- or roughly 45.6% --
shares.

The shares held by Mr. Sassower include 150,916,166 shares owned
directly by Phoenix Venture Fund LLC and 6,816,843 shares
beneficially owned directly by SG Phoenix LLC.  Mr. Sassower is
the co-manager of SG Phoenix Ventures LLC, the managing member of
Phoenix.  Mr. Sassower and Mr. Goren have voting and dispositive
power over SG Phoenix.  Mr. Sassower disclaims any beneficial
ownership of the securities owned by Phoenix and SG Phoenix,
except to the extent of his pecuniary interest, if any, in such
securities.

The shares held by Mr. Goren include 19,000 shares owned directly
by Mr. Goren and 334,967 shares beneficially owned directly by
Andax LLC.  Mr. Goren is the managing member of Andax LLC.  Mr.
Goren is also the co-manager of SGPV.

On June 21, 2010, Communication Intelligence entered into a series
of agreements with Phoenix, another principal stockholder and
other parties.  Pursuant to an exchange agreement, dated June 21,
2010, the Company and Phoenix and the other holders of the
Company's outstanding senior secured indebtedness agreed that upon
the consummation of the Recapitalization, the Lenders would
exchange all of the Company's outstanding senior secured
indebtedness, which was in the aggregate principal amount of
approximately $6.6 million at the time of closing, into shares of
Series B Participating Convertible Preferred Stock of the Company,
par value $0.01 per share at an exchange price of $1.00 per share.
The Series B Preferred Stock issued in connection with the
Recapitalization is convertible at any time, at the holder's
election, into shares of Common Stock at a conversion price of
$0.06 per share, subject to adjustment for stock dividends,
splits, combinations and similar events.  The Recapitalization was
consummated on August 5, 2010 and Phoenix received 4,105,042
shares of Series B Preferred Stock in connection with the
consummation.

Also, on June 21, 2010, the Company entered into a purchase
agreement with Phoenix and other investors.  Pursuant to the
Series B Purchase Agreement, the Company and the Investors agreed
that the Company would issue and sell and the Investors would
purchase for cash in a private placement up to 1,440,000
additional shares of Series B Preferred Stock at a purchase price
of $1.00 per share.  The Series B Preferred Stock issued in
connection with the Offering is convertible into Common Stock at
an initial conversion price of $0.06 per share.  The Offering was
consummated on August 5, 2010 and Phoenix purchased 600,000 shares
of Series B Preferred Stock in connection with the consummation.

SG Phoenix LLC, an affiliate of Phoenix, received a three-year
warrant to purchase 4,024,414 shares of the Company's Common Stock
at an exercise price of $0.06 per share as part of the
compensation it received for providing administrative services in
connection with the Recapitalization and the Offering.

In connection with the closing of the Recapitalization and
Offering, Guido DiGregorio resigned on August 5, 2010 as a member
of the Company's board of directors, as Chairman of the Board, and
as Chief Executive Officer.  Louis Panetta also resigned as a
member of the Company's board of directors.

Members of the Company's board of directors appointed Mr.
Sassower, Mr. Goren, and Francis Elenio to the Company's board of
directors as of August 5, filling one already existing vacancy and
the two vacancies created by the departures of Mr. DiGregorio and
Mr. Panetta from the board of directors.  In addition, Mr.
Sassower was appointed as the Company's Chief Executive Officer
and Chairman of the Board of directors.  Mr. Sassower was Chairman
of the Board of the Company from 1998 to 2002 and was Co-Chief
Executive Officer of the Company from 1997 to 1998.

Under the terms of an investor rights agreement, dated August 5,
2010, by and between the Company, Phoenix, Michael Engmann and
other stockholders, for so long as 20% of the shares of Series B
Preferred Stock issued in the Recapitalization and the Offering
remain outstanding, the Company's board of directors is required
to consist of five directors, Phoenix has the right to nominate
two directors, and holders of a majority of the outstanding shares
of Series B Preferred Stock have the right to nominate one other
director, who will be an independent director.  The remaining two
directors are nominated by the board of directors of the Company
and elected by a majority of the stockholders of the Company
voting together as a class (including the Common Stock and Series
A-1 Preferred Stock and Series B Preferred Stock, each calculated
on an as-converted basis).  In addition, the stockholders party to
the investor rights agreement agreed to vote all of their shares
at any meeting of stockholders called for the election or removal
of directors (or any written consent in lieu thereof) for the
election of the two directors nominated by Phoenix and the one
director nominated by the holders of a majority of the outstanding
shares of Series B Preferred Stock.  Phoenix, Michael Engmann and
the other stockholders party to the investor rights agreement
beneficially own an aggregate of 202,939,554 shares of Common
Stock representing 58.5% of the outstanding common stock.

In a separate filing, company director Francis J. Elenio disclosed
that he doesn't hold any company shares.

                 About Communication Intelligence

Headquartered in Redwood Shores, California, Communication
Intelligence Corporation and its joint venture is a supplier of
electronic signature solutions for business process automation in
the financial industry as well as the recognized leader in
biometric signature verification.

As of June 30, 2010, the Company had $5,080,000 in total assets,
$7,589,000 in total liabilities, and $2,509,000 in stockholder's
deficit.

GHP Horwath, P.C. in Denver, Colorado, the Company's auditor, has
expressed substantial doubt about its ability to continue as a
going concern.  The Company noted, in its Form 10-K for the year
ended Dec. 31, 2010, of its recurring losses and limited
liquidity.


CORD BLOOD: Posts $4.2 Million Net Loss in June 30 Quarter
----------------------------------------------------------
Cord Blood America Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $4.16 million on $1.79 million of revenue
for the three months ended June 30, 2010, compared with a net loss
of $3.62 million on $1.76 million of revenue for the same period a
year earlier.

The Company's balance sheet at June 30, 2010, showed $5.17 million
in total assets, $6.54 million in total liabilities, and a
$1.37 million stockholders' deficit.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?69b3

                    About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

The Company's balance sheet at March 31, 2010, revealed
$5,754,702 in total assets, $6,709,374 in total liabilities, all
current, and a stockholders' deficit of $954,672.

In its March 30, 2010 report, Rose, Snyder & Jacobs, in Encino,
California, said the Company's recurring operating losses,
continued cash burn, and insufficient working capital and
accumulated deficit at December 31, 2009, raise substantial doubt
about the Company's ability to continue as a going concern.


CORDOVA FUNDING: S&P Affirms 'BB' Rating on $225 Mil. Bonds
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB'
rating on Cordova Funding Corp.'s $225 million ($179 million
outstanding as of March 31, 2010) senior secured bonds due 2019
following a full review of the project finance transaction.  At
the same time, S&P changed the recovery rating to '3' from '1'.
The outlook is stable.

The 'BB' rating reflects the project's fairly stable cash flow
through a tolling agreement to 2019 with Constellation Energy
Commodities Group and relatively stable debt service coverage
ratios ranging between 1.0 x and 1.2x; partially mitigating the
somewhat low DSCRs is liquidity built up by the 1.35x distribution
hurdle.  Constellation Energy Group Inc. (BBB-/Stable/A-3)
guarantees CECG's tolling agreement obligations.

CFC is the funding vehicle for Cordoba Energy Co. LLC, the
operator of a 537 megawatt natural gas-fired, combined-cycle power
plant in Rock Island County, Ill that began commercial operation
in June 2001.  MidAmerican Energy Holdings Co. (BBB+/Stable)
wholly owns CFC and Cordova.

The recovery rating of '3' indicates the expectation of meaningful
recovery (50%-70%) of principal in the event of a default.

                          Ratings List

             Rating Affirmed; Recovery Rating Changed

                       Cordova Funding Corp.

         $225 million senior secured bonds      BB/Stable

                                              To      From
                                              --      ----
         Recovery rating                      3       1


CREDIT ONE: Reports $120,100 Net Loss for Second Quarter
--------------------------------------------------------
Credit One Financial Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $120,153 on $1.16 million of net sales for
the quarter ended June 30, 2010, compared with a net loss of
$9,228 on $728,000 of net sales for the same period in 2009.

Credit One's balance sheet at June 30, 2010, showed $5.15 million
in assets, $1.21 million in liabilities, all current, and $3.94
million in shareholders' equity.

The Company noted that it has incurred a net loss during the
quarter.  The Company also has an accumulated deficit of $803,155
as of June 30, 2010.  The Company said it may have to seek loans
or sale of its securities to raise cash to meet its cash needs.
There can be no assurances that the Company will be able to
achieve profitable operations to obtain additional funding.
"These factors create substantial doubt about the Company's
ability to continue as a going concern," the Company said in the
Form 10-Q.

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

             http://researcharchives.com/t/s?6a1d

Credit One processes and distributes mineral products, primarily
graphite products, in China.  The Company's current operations
began in April 2009.


CYNERGY DATA: Has Plan Exclusivity Until October 28
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cynergy Data LLC received an October 28 extension of
its exclusive right to propose a Chapter 11 plan.  In its request
for a fourth extension, the Company said it should be in a
position to file a liquidating plan "in the near future."  Cynergy
said it negotiated a settlement in principle with secured lenders
that's delayed the case from the outset.

                        About Cynergy Data

Launched in 1995, Cynergy Data was a merchant credit card
processing service provider.  The Company and two affiliates --
Cynergy Data Holdings, LLC, and Cynergy Prosperity Plus, LLC --
filed for Chapter 11 bankruptcy protection on September 1, 2009
(Bankr. D. Del. Case No. 09-13038).  Cynergy Data said that it had
assets of $109.5 million against debts of $186.1 million as of
June 30, 2009.

The Company's legal advisor is Nixon Peabody LLP; its financial
and restructuring advisor is CM&D Management Services LLC; its
industry expert is Unicorn Partners, LLC; and its investment
bankers are Stifel, Nicolaus & Company and Peter J. Solomon
Company.  The Company also hired Pepper Hamilton LLP as bankruptcy
and restructuring counsel.  Charles D. Moore of Conway MacKenzie,
Inc., serves as chief restructuring officer.  Kurtzman Carson &
Consultants LLC serves as claims and notice agent.

Cynergy Data filed for Chapter 11 to complete the sale of all of
its assets to an affiliate of The ComVest Group.  The $81 million
sale of the assets was completed October 2009.  The Debtor was
renamed to Liquidation Co. LLC following the sale.


CYPRESS CREEK: Dist. Court Blesses Balloon Payment Plan
-------------------------------------------------------
WestLaw reports that the mere fact that Chapter 11 plans provided
for a balloon payment on a lender's $5.5 million claim, without
clearly specifying how that balloon payment would be funded, did
not render them infeasible and incapable of being confirmed. The
debtors, the owners and operators of an assisted living facility,
had been successfully making their monthly plan payments, which
were based on 20-year amortization of the lender's claim, while
also accumulating roughly $180,000 in cash since the cases were
filed. Moreover, the occupancy of the assisted living facility had
steadily increased, and the current lack of an efficient market
for the debtors to obtain financing did not mean that the market
could not turn around over the plan's six-year term.  SPCP Group,
LLC v. Cypress Creek Assisted Living Residence, Inc., --- B.R. ---
-, 2010 WL 3080968 (M.D. Fla.) (Lazzara, J.).

Cypress Creek Assisted Living Residence, Inc., and Cypress Creek
Assisted Living Residence Management, LLC are Chapter 11 debtors
(Bankr. M.D. Fla. Case Nos. 08-19481 and 09-02014).  Residence is
an assisted living facility in Sun City, Fla., with 110 beds, with
occupancy during the bankruptcy ranging from 86 to 93 beds.
Residence owns the assets of the business.  Management manages and
operates the facility with 40-some contract employees.  The
Debtors are represented by Bernard J. Morse, Esq. --
chipmorse@morsegomez.com -- at Morse & Gomez PA in Riverview, Fla.

SPCP Group, LLC, is Cypress Creek's mortgage holder, owed more
than $5 million.  The Honorable Michael G. Williamson confirmed a
chapter 11 plan for the Debtors that promised SPCP a 100% recovery
on its claim by making monthly payments for six years based on a
20-year amortization schedule with interest at 5.5% and a balloon
payment following payment of the 72nd installment.  The District
Court says Judge Williamson's analysis of the plan under Till v.
SCS Credit Corp., 541 U.S. 465, 124 S.Ct. 1951, 158 L.Ed.2d 787
(2004); his finding that the plan is feasible; and confirmation of
the Debtor's "cramdown" plan were appropriate.


DELTA AIR LINES: Court Expunges Wilmington Trust's Claim
--------------------------------------------------------
At Delta Air Lines' behest, Judge Cecelia G. Morris of the U.S.
District Court for the Southern District of New York expunged
Claim No. 6223 filed by Wilmington Trust Company with respect to
Aircraft Tail Nos. N943CA, N945CA, N946CA, N947CA and N948CA.

The Claim arises from a confidential settlement agreement dated
July 15, 2008, among the Debtors, Comair Inc., with Export
Development Canada settling all matters with respect any interest
that EDC may have had in the Aircraft.  In October 2009, Comair
entered into a confidential settlement agreement with Wilmington
Trust, settling all matters with respect to any interest that
Wilmington Trust, in its individual capacity, may have had in a
number of aircraft, including the Aircraft.

Under each of those Agreements, the Parties have each agreed to
waive, release, and discharge the Reorganized Debtors from any
additional claims related to the Aircraft.  Notwithstanding the
Agreements, Claim No. 6223, filed by Wilmington Trust, remains on
the claims register.

The Debtors disclosed that no responses were received from
Wilmington Trust regarding the Claim disallowance.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

Delta Air carries a 'B-' issuer default rating from Fitch Ratings.


DELTA AIR LINES: Has Deal With DP3 on Release of Information
------------------------------------------------------------
The Delta Pilot Pension Preservation Organization, Inc., submitted
to Judge Cecilia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York, a proposed order specifically
authorizing disclosure of necessary information to facilitate
operation of retiree benefit plans by a retiree voluntary employee
benefit association.

The Proposed Order is submitted jointly by Delta Air Lines, Inc.,
and DP3, Inc., and will be presented to the Court on August 30,
2010, at 12:00 noon (prevailing Eastern time).  Objections, if
any, to the Proposed Order must received not later than 11:30 a.m.
(prevailing Eastern Time) on August 30.

To recall, Judge Morris authorized DP3, Inc. to form of a
voluntary employee benefit association to offer health,
prescription drug, dental and vision care benefits to Delta pilot
retirees, their spouses and dependents that are eligible for the
80% federal subsidy in the form of the Health Coverage Tax Credit.

Representing thousands of retired Delta pilots, DP3 had said that
the formation of a VEBA will allow Delta Retirees and their
dependents to save, collectively, millions of dollars through
federal tax subsidies for their critical health care benefits,
while allowing Delta to save considerable costs for many years
into the future.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

Delta Air carries a 'B-' issuer default rating from Fitch Ratings.


DELTA AIR LINES: Second Qtr. Results Show $724MM Improvement
------------------------------------------------------------
Delta Air Lines, Inc., filed with the U.S. Securities and Exchange
Commission a Form 10-Q dated July 30, 2010, detailing its
financial disclosures for the second quarter ended June 30, 2010.

Delta reported net income of $467 million in the June 2010
quarter, compared to a net loss of $257 million in the June 2009
quarter.  The $724 million improvement primarily reflects:

  (1) a strengthening of the airline industry revenue
      environment, including improving business travel, due to
      improving economic conditions; and

  (2) merger synergies.

These benefits were partially offset by higher fuel prices and
profit sharing expense in the June 2010 quarter, according to
Delta Senior Vice President and Chief Financial Officer Hank
Halter.

Delta's total operating revenue increased $1.2 billion, or 17%, in
the June 2010 quarter on a 1% reduction in capacity, or available
seat miles, compared to the June 2009 quarter.  Passenger revenue
per available seat mile improved 19% driven by a 17% increase in
passenger mile yield and a 1.9 point increase in load factor,
reflecting an increase in demand for air travel and an increase in
fares.

"During the June 2009 quarter, the global recession and the
effects of the H1N1 virus had a significant negative impact on our
operating revenue," Mr. Halter noted.

Delta' net income for the June 2010 quarter includes:

  (1) a $46 million charge for merger-related items associated
      with Northwest and the integration of Northwest operations
      into Delta; and

  (2) a $36 million charge related to the impairment of retired
      B-747-200 aircraft.

Delta's net loss for the June 2009 quarter includes a $58 million
charge for merger-related items.

In an on-going effort to manage fuel price risk, Delta enters into
derivative instruments to hedge a portion of Delta's projected
aircraft fuel requirements.  As of June 30, 2010, the Company has
hedged approximately 50% of its projected fuel requirements for
the September 2010 quarter and six months ended December 31, 2010.

"Our current hedge portfolio primarily utilizes call options,
which help us to mitigate the risk of aircraft fuel price
increases, while allowing us downside participation through market
purchases should aircraft fuel prices decline," according to Mr.
Halter.

At June 30, 2010, Delta had $4.4 billion in cash and cash
equivalents, and $1.6 billion in undrawn revolving credit
facilities.  During the June 2010 quarter, cash provided by
operating activities was $1.0 billion.  During that period, Delta
repaid $1.3 billion in long-term debt and capital lease
obligations.  The Company also invested $196 million in property
and equipment, including the purchase of five previously owned MD-
90 aircraft and four previously leased B-757-200 aircraft.

Delta contributed to its defined benefit pension plans
$440 million in the June 2010 quarter and $225 million in the
March 2010 quarter.  As a result of the $665 million in
contributions for the six months ended June 30, 2010, Delta
satisfied, on an accelerated basis, its minimum required
contributions for its defined benefit pension plans for 2010.  In
July 2010, Delta completed a $450 million offering of Pass-Through
Certificates, Series 2010-1A.

                     Legal Proceedings

In May, June and July 2009, a number of purported class action
antitrust lawsuits were filed in the U.S. District Courts for the
Northern District of Georgia, the Middle District of Florida, and
the District of Nevada, against Delta and AirTran Airways.

The plaintiffs originally alleged that Delta and AirTran engaged
in collusive behavior in violation of Section 1 of the Sherman Act
in November 2008 based upon certain public statements made in
October 2008 by AirTran's CEO at an analyst conference concerning
fees for the first checked bag, Delta's imposition of a fee for
the first checked bag on November 4, 2008, and AirTran's
imposition of a similar fee on November 12, 2008.

The Plaintiffs sought to assert claims on behalf of an alleged
class consisting of passengers who paid the fist bag fee after
December 5, 2008, and seek injunctive relief and unspecified
treble damages.  All of these cases have been consolidated for
pre-trial proceedings in the Northern District of Georgia by the
Multi-District Litigation Panel.

In February 2010, the plaintiffs in the MDL proceeding filed a
Consolidated Amended Class Action Complaint which substantially
expanded the scope of the original complaint.  In the Consolidated
Amended Complaint, the Plaintiffs add new allegations concerning
alleged signaling by both Delta and AirTran based on statements
made to the investment community by both carriers relating to
industry capacity levels during 2008-2009.

The Plaintiffs also add a new cause of action against Delta
alleging attempted monopolization in violation of Section 2 of
Sherman Act, paralleling a claim previously asserted against
AirTran but not Delta.  The Plaintiffs have advised that they do
not intend to seek certification of a class with respect to the
Section 2 Claims.

"Delta believes the claims in these cases are without merit and is
vigorously defending these lawsuits," Mr. Halter noted.

Delta has filed a motion to dismiss, and the Plaintiffs have filed
a motion to certify the Section 1 Class.  Both motions are
currently pending.

      Delta Files Amendment No. 1 to Quarterly Results

Delta filed on August 2, 2010, Amendment No. 1 to its Form 10-Q to
furnish these exhibits, formatted in eXtensible Business Reporting
Language or XBRL:

  * XBRL Instance Document
  * XBRL Taxonomy Extension Schema Document
  * XBRL Taxonomy Extension Calculation Linkbase Document
  * XBRL Taxonomy Extension Labels Linkbase Document
  * XBRL Taxonomy Extension Presentation Linkbase Document

No other changes have been made, according to Mr. Halter.

A copy of Delta's second quarter results on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?69e2

The Company's Amendment No. 1 to the Form 10-Q is available for
free at http://ResearchArchives.com/t/s?69e3

                    DELTA AIR LINES, INC.
             Unaudited Consolidated Balance Sheet
                      As of June 30, 2010

                            ASSETS

Current Assets:
Cash and cash equivalents                        $4,434,000,000
Short-term investments                                        -
Restricted cash, cash equivalents
& short-term investments                            409,000,000
Accounts receivable, net                          1,645,000,000
Expendable parts & supplies inventories, net        285,000,000
Deferred income taxes, net                          236,000,000
Prepaid expenses and other                          859,000,000
                                               -----------------
Total Current Assets                               7,868,000,000

Property and Equipment, Net                       20,396,000,000

Other Assets
Goodwill                                          9,794,000,000
Identifiable intangibles, net                     4,786,000,000
Other noncurrent assets                             965,000,000
                                               -----------------
Total Other Assets                                15,545,000,000
                                               -----------------
Total Assets                                     $43,809,000,000
                                               =================

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Current maturities of long-term debt             $1,555,000,000
Air traffic liability                             4,557,000,000
Accounts payable                                  1,630,000,000
Frequent flyer deferred revenue                   1,619,000,000
Accrued salaries and related benefits             1,111,000,000
Taxes payable                                       721,000,000
Other accrued liabilities                           699,000,000
                                               -----------------
Total Current Liabilities                         11,892,000,000

Noncurrent Liabilities:
Long-term debt and capital leases                14,228,000,000
Pension, postretirement & related benefits       11,320,000,000
Frequent flyer deferred revenue                   3,014,000,000
Deferred income taxes, net                        1,803,000,000
Other noncurrent liabilities                      1,353,000,000
                                               -----------------
Total noncurrent liabilities                      31,718,000,000

Commitments and Contingencies
Stockholders' Equity:
Common stock:
Common stock at $0.00001 par value,
   1,500,000,000 shares authorized,
   801,701,956 shares issued June 30, 2010                     -
Additional paid-in capital                       13,884,000,000
Accumulated deficit                              (9,634,000,000)
Accumulated other comprehensive loss             (3,853,000,000)
Treasury stock, at cost, 12,852,539 shares
  at June 30, 2010                                  (198,000,000)
                                               -----------------
Total Stockholders' Equity                           199,000,000
                                               -----------------
Total Liabilities and Stockholders' Equity       $43,809,000,000
                                               =================

                     DELTA AIR LINES, INC.
        Unaudited Consolidated Statement of Cash Flow
                Six Months Ended June 30, 2010

Net Cash Provided by Operating Activities         $2,000,000,000

Cash Flows from Investing Activities:
Property and equipment additions:
   Flight equipment                                 (449,000,000)
   Ground property and equipment                     (75,000,000)
Redemption of short-term investments                 73,000,000
Proceeds from sales of flight equipment              10,000,000
Decrease in restricted cash & cash equivalents                -
Other investments                                   (98,000,000)
Other, net                                          (16,000,000)
                                               -----------------
Net Cash used in Investing Activities              (555,000,000)

Cash Flows from Financing Activities:
Payments on long-term debt                       (1,622,000,000)
Proceeds from long-term obligations                           -
Other, net                                            4,000,000
                                               -----------------
Net Cash used in Financing Activities            (1,618,000,000)

Net Increase (Decrease) in Cash & Equivalents       (173,000,000)

Cash & cash equivalents at beginning
  of period                                        4,607,000,000
                                               -----------------
Cash & cash equivalents at end of period         $4,434,000,000
                                               =================

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

Delta Air carries a 'B-' issuer default rating from Fitch Ratings.


ENERGY FUTURE: 2 Units Ink Indenture with BNY for $2.18BB of Notes
------------------------------------------------------------------
Energy Future Intermediate Holding Company LLC and EFIH Finance
Inc., subsidiaries of Energy Future Holdings Corp., entered into
an indenture with The Bank of New York Mellon Trust Company, N.A.,
as trustee.

Pursuant to the Indenture, Energy Future Intermediate and EFIH, as
issuers, issued $2,180,000,000 aggregate principal amount of
10.000% Senior Secured Notes due 2020.  The Notes will mature on
December 1, 2020.  Interest on the Notes is payable in cash semi-
annually in arrears on June 1 and December 1 of each year at a
fixed rate of 10.000% per annum, and the first interest payment is
due on December 1, 2010.

The Notes are secured by EFIH's pledge of 100% of the membership
interests and other investments it owns in Oncor Electric Delivery
Holdings Company LLC.  Oncor Holdings currently owns an
approximate 80% equity interest in Oncor Electric Delivery Company
LLC.

The Notes are senior obligations of the Issuers and rank equally
in right of payment with all existing and future senior
indebtedness of the Issuers.  The Notes are effectively senior to
all unsecured indebtedness of the Issuers, to the extent of the
value of the Collateral, and are effectively subordinated to any
indebtedness of the Issuers secured by assets of the Issuers other
than the Collateral, to the extent of the value of the assets
securing such indebtedness. Furthermore, the Notes are:

   i) structurally subordinated to all indebtedness and other
      liabilities of EFIH's subsidiaries, including Oncor Holdings
      and its subsidiaries, any of EFIH's future foreign
      subsidiaries and any other unrestricted subsidiaries and

  ii) senior in right of payment to any future subordinated
      indebtedness of the Issuers.

The Notes and the Indenture restrict the Issuers' and their
respective restricted subsidiaries' ability to, among other
things, make restricted payments, incur debt and issue preferred
stock, incur liens, permit dividend and other payment restrictions
on restricted subsidiaries, merge, consolidate or sell assets and
engage in transactions with affiliates.

These covenants are subject to a number of important limitations
and exceptions.  The Notes and the Indenture also contain
customary events of default, including, among others, failure to
pay principal or interest on the Notes or the guarantees when due.
If an event of default occurs under the Notes and the Indenture,
the trustee or the holders of at least 30% in principal amount
outstanding of the Notes may declare the principal amount on the
Notes to be due and payable immediately.  Currently, there are no
restricted subsidiaries under the Notes and the Indenture.
Oncor Holdings, Oncor, and their respective subsidiaries are
unrestricted subsidiaries under the Notes and the Indenture and,
accordingly, are not subject to any of the restrictive covenants
in the Notes and the Indenture.

The Issuers may redeem the Notes, in whole or in part, at any time
on or after December 1, 2015, at specified redemption prices, plus
accrued and unpaid interest, if any.  In addition, before December
1, 2013, the Issuers may redeem up to 35% of the aggregate
principal amount of the Notes from time to time at a redemption
price of 110.000% of the aggregate principal amount of the Notes,
plus accrued and unpaid interest, if any, with the net cash
proceeds of certain equity offerings.  The Issuers may also redeem
the Notes at any time prior to December 1, 2015 at a price equal
to 100% of their principal amount, plus accrued and unpaid
interest and a "make-whole" premium. Upon the occurrence of a
change in control, the Issuers must offer to repurchase the Notes
at 101% of their principal amount, plus accrued and unpaid
interest, if any.

The Notes were issued in exchange for certain existing notes of
EFH Corp., pursuant to previously announced exchange offers.  The
Issuers did not receive any cash proceeds from the exchange
offers.

A full-text copy of the Indenture is available for free at

              http://ResearchArchives.com/t/s?69af

                       About Energy Future

Energy Future Holdings Corp. is a privately held diversified
energy holding company with a portfolio of competitive and
regulated energy businesses in Texas.  Oncor, an 80%-owned entity
within the EFH group, is the largest regulated transmission and
distribution utility in Texas.  The Company delivers electricity
to roughly three million delivery points in and around Dallas-
Fort Worth.

EFH Corp. was created in October 2007 for the buyout of Texas
power company TXU in a deal led by private-equity companies
Kohlberg Kravis Roberts & Co. and TPG Inc.

                           *     *     *

Energy Future Holdings and its units carry a 'Caa2/LD' probability
of default rating from Moody's Investors Service and a 'CCC'
issuer default rating from Fitch Ratings.

As reported in the TCR on August 18, 2010, Moody's changed the
probability of default rating for Energy Future Holdings Corp. to
Caa2/LD from Ca following the completion of a debt restructuring
which Moody's views as a distressed exchange.  FH's Caa1 CFR and
SGL-4 liquidity rating were affirmed.  "The affirmation of EFH's
Caa1 CFR considers the very weak financial profile, untenable
capital structure, questionable long-term business plan and
material operating headwinds for the company," Moody's said.


ESP RESOURCES: Posts $533,900 Net Loss in June 30 Quarter
---------------------------------------------------------
ESP Resources, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $533,914 of $1.30 million of revenue
for the three months ended June 30, 2010, compared with a net loss
of $1.21 million on $681,285 of revenue for the same period of
2009.

The Company's balance sheet as of June 30, 2010, showed
$3.62 million in total assets, $3.67 million in total liabilities,
and a stockholders' deficit of $47,344.

The Company has net losses for the six months ended June 30, 2010,
as well as minimal cash flows from operations and negative working
capital. "These factors raise substantial doubt about the
Company's ability to continue as a going concern," the Company
said in the Form 10-Q.

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

               http://researcharchives.com/t/s?6a11

Scott, La.-based ESP Resources, Inc., is a custom formulator of
specialty chemicals for the energy industry through its wholly
owned subsidiary, ESP Petrochemicals, Inc.


FENWAL INC: S&P Changes Outlook to Stable, Affirms 'B' Rating
-------------------------------------------------------------
S&P changes rating outlook on Fenwal Inc. to stable and affirmed
corporate credit rating at 'B'.

Lake Zurich, Illinois-based medical technology company Fenwal Inc.
generated positive cash flow from operations in the second quarter
of 2010, despite economic headwinds that have reduced demand for
blood products.   S&P is revising its rating outlook on Fenwal to
stable from negative, and affirming its 'B' corporate credit
rating on the company.

S&P's stable rating outlook on Fenwal reflects its improved
ability to meet its financial obligations over the coming year.


FX REAL ESTATE: Has Subscription Deals with Execs. & Shareholders
-----------------------------------------------------------------
FX Real Estate and Entertainment Inc. entered on Aug. 17, 2010,
into subscription agreements with certain of its directors,
executive officers and greater than 10% stockholders, pursuant to
which the Purchasers purchased from the Company an aggregate of
150 units a purchase price of $1,000 per Unit.

Each Unit consists of (x) one share of the Company's newly created
and issued Series B Convertible Preferred Stock, $0.01 par value
per share , and (y) a warrant to purchase up to 12,507.8 shares of
the Company's common stock at an exercise price of $0.2399 per
share.  The Warrants are exercisable for a period of 5 years.

The Company created 2,500 shares of Series B Convertible Stock by
filing a Certificate of Designation with the Secretary of State of
the State of Delaware thereby amending its Amended and Restated
Certificate of Incorporation, as amended.  The Company issued and
sold an aggregate of 150 shares of the Series B Convertible
Preferred Stock as part of the Units and has 2,350 authorized
shares of Series B Convertible Preferred Stock that remain
available for future issuance under the Series B Certificate of
Designation.

The designation, powers, preferences and rights of the shares of
Series B Convertible Preferred Stock and the qualifications,
limitations and restrictions thereof are contained in the Series B
Certificate of Designation and are summarized as follows:

* The shares of Series B Convertible Preferred Stock have an
   initial stated value of $1,000 per share, which is subject to
   increase periodically to include accrued and unpaid dividends
   thereon.

* The shares of Series B Convertible Preferred Stock are entitled
   to receive quarterly cumulative cash dividends at a rate equal
   to 8% per annum of the Stated Value whenever funds are legally
   available and when and as declared by the Company's board of
   directors.  The dividend rights of the Series B Convertible
   Preferred Stock are on a parity with the dividend rights of the
   Company's outstanding Series A Convertible Preferred Stock.

* Each share of Series B Convertible Stock are convertible into
   shares of Company common stock at a conversion prices equal to
   120% of the weighted average closing price per share of Company
   common stock as reported on the Pink Sheets over the 30-day
   period immediately preceding the applicable date of issuance.
   The Conversion Price is subject to adjustment to give effect to
   dividends, stock splits, recapitalizations and similar events
   affecting the shares of Company common stock.  The Conversion
   Price of the 150 shares of Series B Convertible Preferred Stock
   sold as part of the Units is $0.1919 per share.

* The shares of Series B Convertible Preferred Stock are
   convertible, at the option of the holders, into shares of
   Company common stock at the Conversion Price if at any time the
   closing price of the shares of Company common stock is at the
   Conversion Price for ten consecutive trading days.  The shares
   of Series B Convertible Preferred Stock are convertible each
   time for a period of 60-days thereafter.

* Upon the earlier of: (x) consummation of the Company's sale of
   its capital stock from which the Company generates net proceeds
   of at least $25 million or (y) the fifth anniversary of the
   date of their issuance the Series B Convertible Preferred Stock
   shall automatically convert into the number of shares of
   Company common stock equal to the then current Stated Value
   divided by the Conversion Price.

* If at any time the closing price of the shares of Company
   common stock is at least 10 times the applicable weighted
   average closing price per share of Company common stock as
   reported on the Pink Sheets over the 30-day period immediately
   preceding the applicable date of issuance of a particular share
   of Series B Convertible Preferred Stock for 15 consecutive
   trading days, the Company may redeem the outstanding Series B
   Convertible Preferred Stock at the then current Stated Value.
   The shares of Series B Convertible Preferred Stock are
   redeemable each time in whole or in part for a period of 120-
   days thereafter.  The closing price of a share of Company
   common stock at which the 150 shares of Series B Convertible
   Preferred Stock sold as part of the Units become redeemable is
   $1.59 per share.

* The shares of Series B Convertible Preferred Stock are senior
   in liquidation preference to the shares of Company common stock
   and on parity with the Company's outstanding Series A
   Convertible Preferred Stock.

* The shares of Series B Convertible Preferred Stock vote on an
   as-converted to common stock basis as a class with the
   outstanding shares of Company common stock and the Company's
   outstanding Series A Convertible Preferred Stock.

* The consent of the holders of 51% of the outstanding shares of
   Series B Convertible Preferred Stock shall be necessary for the
   Company to:

     i) increase the authorized number of shares of Series B
        Convertible Preferred Stock or alter, amend or change any
        of the terms, designations, powers, privileges or rights
        or restrictions provided for the benefit of the Series B
        Convertible Preferred Stock;

    ii) create or issue any Company capital stock having rights,
        preferences or privileges senior to or on parity with the
        Series B Convertible Preferred Stock; or

   iii) amend the Company's Amended and Restated Certificate of
        Incorporation or Bylaws in a manner that is materially
        adverse to the Series B Convertible Preferred Stock.

* From the date on which at least 1,667 shares of Series B
   Convertible Preferred Stock are outstanding, the Company's
   board of directors is required to increase the its size by one
   member and cause such resulting vacancy to be filled by a
   director designated by the holders of a majority of the then
   outstanding shares of Series B Convertible Preferred Stock.
   From the Series B Director Commencement Date until the date
   on which less than 50% of the shares of Series B Convertible
   Preferred Stock outstanding on the Series B Director
   Commencement Date are outstanding, the holders of the Series B
   Convertible Preferred Stock, voting as a separate class, have
   the right to elect one Class B Director to the Company's board
   of directors at each meeting of stockholders or each consent of
   the Company's stockholders for the election of directors, and
   to remove from office such Class B Director and to fill the
   vacancy caused by the resignation, death or removal of such
   Class B Director.  Each share of Series B Convertible Preferred
   Stock is entitled to one vote and any election or removal of
   the Class B Director shall be subject to the affirmative vote
   of the holders of a majority of the outstanding shares of
   Series B Convertible Preferred Stock.

The Closing Price of any shares of Series B Convertible Preferred
Stock issued and sold after August 17, 2010 will vary because the
Closing Price as determined under the Series B Certificate of
Designation is equal to the weighted average closing price per
share of Company common stock as reported on the Pink Sheets over
the 30-day period immediately preceding the date of issuance of
each such share.  The variance in the Closing Prices of any shares
of Series B Convertible Preferred Stock issued and sold after
August 17, 2010 will also cause variances in their respective
Conversion Prices and, as such, on the prices at which any such
shares are redeemable and the amount of shares of Company common
stock into which any such shares are convertible.  The Stated
Values of any shares of Series B Convertible Preferred Stock
issued and sold after Aug. 17, 2010 also may vary if dividends
accrue thereon without being paid because of variances in the
dates on which dividends thereon begin accruing.  The designation,
powers, preferences and rights of the shares of Series B
Convertible Preferred Stock are on parity with those of the
Company's outstanding Series A Convertible Preferred Stock.

Because the transaction involved certain of the Company's
directors and their affiliates, the transaction was approved by a
majority of the Company's disinterested directors.  The Company
generated aggregate proceeds of $150,000 from the sale of the
Units pursuant to the Subscription Agreements.  The Company
intends to use the proceeds to fund working capital requirements
and for general corporate purposes.

A full-text copy of the Certificate of Designation Of Series B
Convertible Preferred Stock is available for free at:

               http://ResearchArchives.com/t/s?69ac

A full-text copy of the Subscription Agreement is available for
free at http://ResearchArchives.com/t/s?69ad

A full-text copy of the Common Stock Purchase Warrant is available
for free at http://ResearchArchives.com/t/s?69ae

                       About FX Real Estate

FX Real Estate and Entertainment Inc. owns 17.72 contiguous acres
of land located at the southeast corner of Las Vegas Boulevard and
Harmon Avenue in Las Vegas, Nevada.  The Las Vegas Property is
currently occupied by a motel and several commercial and retail
tenants with a mix of short and long-term leases.  On June 23,
2009, as a result of the default under the first mortgage loan,
the first lien lenders had a receiver appointed to take control of
the property.  The Company is headquartered in New York City.

The Company's balance sheet as of June 30, 2010, showed
$141.8 million in total assets, $515.1 million in total
liabilities, and a stockholders' deficit of $373.3 million.

                           *     *     *

As reported in the Troubled Company Reporter on April 15, 2010, LL
Bradford, in Las Vegas, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company is in default under the mortgage
loan, has limited available cash, has a working capital deficiency
and will need to secure new financing or additional capital in
order to pay its obligations.

The Company disclosed in its Form 10-Q for the quarter ended
June 30, 2010, that it has no current cash flow and cash on hand
as of August 13, 2010, is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due.  On April 21, 2010, the Company's remaining Las
Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for
Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada
(Case No. 10-17015).


GENERAL MOTORS: Fee Examiner Extends Stuart Mae Retention
---------------------------------------------------------
Brady C. Williamson, as fee examiner in Old GM's Chapter 11 cases,
obtained Robert E. Gerber's permission to extend the retention of
the firm Stuart Maue as consultant to:

(a) assist it in analyzing the fee applications of all case
     professionals that the Fee Examiner determines warrant
     Stuart Maue's analysis, specifically for the third interim
     compensation period commencing February 1, 2010, through
     May 31, 2010, for compliance with the provisions
     of the Bankruptcy Code, the Bankruptcy Rules, the
     Guidelines of the United States Trustee, the Code of
     Federal Regulations, and the Local Rules and Orders of the
     Court; and

(b) assist the Fee Examiner with the preparation of periodic
     reports with respect to professional fees and expenses.

As consultant to Mr. Williamson, Stuart Maue will be paid based on
these hourly rates:

  Professional                                Hourly Rate
  ------------                                -----------
  Project Manager                                 $375
  Legal Auditors & Senior Legal Auditors      $275 to $350
  IT Personnel                                    $175
  Data Control Personnel                           $75

                       About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GENERAL MOTORS: Resolves Donna Soders' $1.5 Million Claim
---------------------------------------------------------
Motors Liquidation Co. sought and obtained the Court's approval of
an agreement resolving Claim No. 44887 filed by Donna Soders, on
behalf of herself and all other similarly situated, in relation to
the class action alleging that General Motors violated the
Pennsylvania Board of Vehicles Act.

Under the agreement, Claim No. 44887 will be estimated in the
amount of $1,522,824 for all purposes, including for Plan
confirmation and establishing reserves for distribution.  In no
event will the Claim be allowed in excess of the Estimated Amount.
RodaNast, P.C., the Class counsel, agreed to reduce its attorneys'
fees to an allowed general unsecured claim in the amount of
$526,348.

                       About General Motors

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

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

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

                   About Motors Liquidation

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

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

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


GOLDBERG-BAYMEADOWS: Withdraws Plan of Reorganization
-----------------------------------------------------
Goldberg-Baymeadows, LLC and its units notified the U.S.
Bankruptcy Court for the Middle District of Florida that they are
withdrawing their proposed Plan of Reorganization and explanatory
Disclosure Statement.

As reported in the Troubled Company Reporter on July 21, 2010, the
Debtors, instead of pursuing the Plan, have sought for the
dismissal of their bankruptcy cases.  The Debtors said that prior
to dismissal, they will pay all prepetition, undisputed, non-DBSI-
related unsecured debt, well as all outstanding postpetition
expenses owed to vendors.

Rancho Mirage, California-based Goldberg-Baymeadows, LLC, filed
for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. M.D.
Fla. Case No. 10-01637).  Jason B. Burnett, Esq., at GrayRobinson,
P.A., serves as bankruptcy counsel.  The Company disclosed
$12,651,682 in assets and $9,596,179 in liabilities as of their
bankruptcy filing.


HAMBONE DOG: Bankr. Administrator Unable to Form Creditors Panel
----------------------------------------------------------------
Marjorie K. Lynch, the Bankruptcy Administrator for the Eastern
District of North Carolina, notified the U.S. Bankruptcy Court
that she was unable to appoint an official committee of unsecured
creditors in the Chapter 11 case of Hambone Dog Properties, LLC.

Ms. Lynch explained that there were insufficient indications of
willingness from the unsecured creditors to serve in an official
committee.

Sanford, North Carolina-based Hambone Dog Properties, LLC, filed
for Chapter 11 bankruptcy protection on July 6, 2010 (Bankr.
E.D.N.C. Case No. 10-05375).  Nigle B. Barrow, Jr., Esq., who has
an office in Raleigh, North Carolina, assists the Debtor in its
restructuring effort.  The Company disclosed $16,679,610 in assets
and $12,159,710 in liabilities as of the Petition Date.


HAMBONE DOG: Files Schedules of Assets and Liabilities
------------------------------------------------------
Hambone Dog Properties, LLC, filed with the U.S. Bankrutcy Court
for the Eastern District of North Carolina its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $16,010,000
  B. Personal Property              $669,610
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,781,495
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $28,989
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $349,226
                                 -----------      -----------
        TOTAL                    $16,679,610      $12,159,710

Sanford, North Carolina-based Hambone Dog Properties, LLC, filed
for Chapter 11 bankruptcy protection on July 6, 2010 (Bankr.
E.D.N.C. Case No. 10-05375).  Nigle B. Barrow, Jr., Esq., who has
an office in Raleigh, North Carolina, assists the Debtor in its
restructuring effort.  The Company estimated its assets and debts
at $10 million to $50 million as of the Petition Date.


HAMPTON ROADS: Amends Form 10-K to Adjust Valuation of Tax Asset
----------------------------------------------------------------
Hampton Roads Bankshares, Inc., filed amendment no. 2 to its Form
10-K for the fiscal year ended December 31, 2009, to increase the
valuation allowance against the Company's deferred tax asset and
to revise certain regulatory capital ratios that changed as a
result of increasing the valuation allowance, as of December 31,
2009.

The Company's balance sheet at Dec. 31, 2009, as restated, shows
$2.920 billion in assets, $2.795 billion in liabilities, and
shareholders' equity of $125.01 million.

According to the restated income statement, the Company incurred a
net loss of $210.14 million on total interest income of $149.45
million in the year ended Dec. 31, 2009, compared with net income
of $7.17 million on $45.18 million of total interest income in
2008.

The report of the Company's independent registered public
accounting firm on the restated consolidated financial statements
contains a going concern emphasis paragraph related to the
uncertainty of the Company's ability to continue as a going
concern.  Yount Hyde & Barbour, in Winchester, Virginia said, "The
Company has suffered recurring losses from operations and
declining levels of capital that raise substantial doubt about the
ability to continue as a going concern."

The Company said it is in the process of implementing a capital
plan, including receipt of definitive agreements for the purchase
of common shares that are contingent on certain shareholder
approvals.

A copy of Amendment No. 2 to the Form 10-K is available for free
at http://researcharchives.com/t/s?6a19

                 About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. primarily serves as a holding
company for the Bank of Hampton Roads.  BOHR is a Virginia state-
chartered commercial bank with 28 full-service offices in the
Hampton Roads region of southeastern Virginia.


HAMPTON ROADS: Amends Q1 Report to Adjust Valuation of Tax Asset
----------------------------------------------------------------
Hampton Roads Bankshares, Inc., amended its Form 10-Q for the
quarter ended March, 2010, to increase the valuation allowance
against the Company's deferred tax asset and to revise certain
regulatory capital ratios that changed as a result of increasing
the valuation allowance, as of December 31, 2009.

The Company's balance sheet at March 31, 2010, as restated, shows
$2.946 billion in assets, $2.860 billion in liabilities, and
$86.19 million in shareholders' equity.  Shareholders equity was
$125.01 million at Dec. 31, 2009.

According to the restated income statement, the Company incurred a
net loss of $39.12 million on total interest income of
$34.09 million in the quarter ended March 31, 2010, compared with
net income of $7.37 million on $39.53 million of total interest
income for the same period in 2008.

A copy of Amendment No. 1 to the Form 10-Q is available for free
http://researcharchives.com/t/s?6a1a

                       Going Concern Doubt

The report of the Company's independent registered public
accounting firm on the restated consolidated financial statements
for the year ended Dec. 31, 2009, contains a going concern
emphasis paragraph related to the uncertainty of the Company's
ability to continue as a going concern.  Yount Hyde & Barbour, in
Winchester, Virginia said, "The Company has suffered recurring
losses from operations and declining levels of capital that raise
substantial doubt about the ability to continue as a going
concern."

                 About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. primarily serves as a holding
company for the Bank of Hampton Roads.  BOHR is a Virginia state-
chartered commercial bank with 28 full-service offices in the
Hampton Roads region of southeastern Virginia.


HEALTHSOUTH CORP: Looking at Debt Refinancing & Extension
---------------------------------------------------------
HealthSouth Corporation made an informational presentation to
current and potential investors this month:

The Company provided updates on its priorities for its capital
structure:

  * Extend the maturity date of the Company's $400 million
    revolving credit facility to 2014 or beyond;

  * Refinance all or substantially all of the Company's
    approximately $450 million term loan due in March 2013; and

  * Opportunistically retire/refinance the Company's term loan due
    2015 and the Company's 10.75% Senior Notes due 2016.

The Company has included data published through the Uniform Data
System for Medical Rehabilitation for the second quarter of 2010.
This data shows the Company continued to grow its market share
during the second quarter of 2010.  This industry information,
as reported through the UDS under the presumptive method on a
quarter lag, showed an average 1.8% decrease in discharges for
UDS industry sites compared to same store discharge growth of
1.3% for HealthSouth during the second quarter of 2010.

A full-text copy of the Presentation is available for free
at http://ResearchArchives.com/t/s?69b6

                      About HealthSouth Corp.

Birmingham, Alabama-based HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

The Company's balance sheet at June 30, 2010, showed $1.7 billion
in total assets, $2.1 billion in total liabilities, and
a shareholders' deficit of $817.3 million.

HealthSouth continues to carry a 'B2' corporate family rating with
"stable" outlook, from Moody's.  It has 'B' foreign and local
issuer credit ratings, with "positive" outlook, from Standard &
Poor's.


HF THREE: Section 341(a) Meeting Scheduled for Sept. 21
-------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of HF Three
I LLC's creditors on September 21, 2010, at 10:30 a.m., at the US
Trustee Meeting Room, 230 N. First Avenue, Suite 102, Phoenix,
Arizona.

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

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

HF Three I LLC is a single-asset real estate company in Paradise
Valley, Arizona.  It filed for Chapter 11 bankruptcy protection on
August 18, 2010 (Bankr. D. Ariz. Case No. 10-26198).  It estimated
its assets and debts at $10 million to $50 million as of the
Petition Date.


IMAGE ENTERTAINMENT: Going Concern Doubt Removed from Audit Report
------------------------------------------------------------------
Image Entertainment, Inc. (OTCQB: DISK) said its independent
registered public accounting firm has reissued its audit report
excluding the going concern explanatory paragraph which had
previously been included in its original audit report dated June
29, 2010.  This reissued report was included within the Form 10-
K/A filed with the Securities and Exchange Commission on Thursday,
July 29, 2010.

The auditors' decision was based on the Company successfully
extending the maturity date of the Company's revolving credit
facility with Wells Fargo Capital Finance, LLC (successor by
merger to Wachovia Capital Finance Corporation) from October 25,
2010 to July 31, 2011 and the continuing effects of the Company's
recent recapitalization and improved liquidity.

As reported in the Troubled Company Reporter on July 2, 2010, BDO
Seidman LLP, in Los Angeles, 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 negative cash flows.

"We are quite proud of what we have accomplished in only seven
months and look forward to the additional opportunities available
to us as we continue to move in this positive direction," said Ted
Green, Chairman and Chief Executive Officer, of the withdrawal of
the going concern doubt.

"Our financial and corporate reorganizations have now positioned
us to further build the Company organically and through
acquisitions," said John Avagliano, Chief Operating Officer and
Chief Financial Officer.

                 About Image Entertainment

Chatsworth, Calif.-based Image Entertainment, Inc. (Other OTC:
DISK) -- http://www.image-entertainment.com/-- is an independent
licensee and distributor of entertainment programming in North
America.  The Company releases its library of exclusive content on
a variety of formats and platforms, including DVD, Blu-ray Disc(R)
(or Blu-ray), digital (video-on-demand (or VOD), electronic sell-
through and streaming), broadcast television, cable or satellite
(including VOD and pay-per-view), theatrical and non-theatrical
(airplanes, libraries, hotels and cruise ships) exploitation.

The Company's balance sheet at March 31, 2010, showed
$67.4 million in assets, $51.3 million in liabilities,
$6.0 million of Series B preferred stock, $10.9 million of Series
C convertible preferred stock, and a stockholders' deficit of
$861,000.


INTERBANK FUNDING: Trustee Accepting Bids for Cat Island Property
-----------------------------------------------------------------
Arthur Steinberg, the Investment Company Act Trustee for Interbank
Funding Corp. and its debtor-affiliates, will conduct, on behalf
of IBF Fund Liquidating LLC, a public auction to sell IBF Fund's
remaining assets.  Those assets include, among other things, a
second-lien interest in 1,407 acres of undeveloped land with 1.5
miles of Atlantic Ocean frontage on Cat Island in the Bahamas.

Additional information about the assets being sold and court-
approved bidding procedures are available from counsel to the ICA
Trustee:

        Heath D. Rosenblatt, Esq.
        KING & SPAULDING LLP
        1185 Avenue of the Americas
        New York, NY 10036
        Telephone: 212-556-2100
        E-mail: hrosenblatt@kslaw.com

The auction will be conducted on Sept. 12. 2010, at 10:30 a.m.,
prevailing Eastern Time, at King & Spaulding's offices in
Manhattan.

InterBank Funding Corp. is a holding company for companies that
invest and manage operating real estate and other businesses
through equity and debt investments including asset
securitizations. The Debtors filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 02-41590) on June 7, 2002.  The
Honorable Burton R. Lifland confirmed a liquidating Chapter 11
plan for the Debtors on Aug. 14, 2004.  Mr. Steinberg posts
information about the Debtors' cases at http://www.ibffund.com/
from time-to-time.


INT'L COMMERCIAL: Board Taps EisnerAmper LLP as New Accountant
--------------------------------------------------------------
International Commercial Television Inc. was notified on Aug. 16,
2010, that Amper, Politziner and Mattia LLP, an independent
registered public accounting firm, combined its practice with that
of Eisner LLP and the name of the combined practice operates under
the name EisnerAmper LLP.  The Company's Board of Directors has
engaged EisnerAmper LLP to serve as the Company's new independent
registered public accounting firm.

                   About International Commercial

Bainbridge Island, Wash.-based International Commercial Television
Inc. produces long-form infomercials and short-form advertising
spots and sell its proprietary brands of advertised products
directly to its viewing audience.  In addition, the Company sells
products via televised shopping networks, the internet, and retail
distribution channels.

                        Going Concern Doubt

According to the Troubled Company Reporter on June 25, 2010,
Amper, Politziner & Mattia LLP, in Edison, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that of the
Company's recurring losses from operations and negative cash
flows.  The Company reported a net loss of $241,135 on $5,898,707
of revenue for the three months ended March 31, 2010, compared
with a net loss of $3,156,244 on $15,370,765 of revenue for the
same period a year ago.  The Company's balance sheet as of March
31, 2010, showed $1,582,209 in assets, $1,872,984 of liabilities,
and a stockholders' deficit of $290,775.


JANET COX: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Janet Herold Cox
        ods DS Hospitality,Inc.
        455 Davenport Loop
        Breckenridge, CO 80424

Bankruptcy Case No.: 10-31175

Chapter 11 Petition Date: August 20, 2010

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

Judge: Elizabeth E. Brown

Debtor's Counsel: Philipp C. Theune, Esq.
                  POWELL, THEUNE & ROBBINS, PC
                  1763 Franklin St.
                  Denver, CO 80218-1124
                  Tel: (303) 832-1150
                  Fax: (303) 845-6934
                  E-mail: ptheune@ptr-law.com

Scheduled Assets: $2,843,689

Scheduled Debts: $1,905,000

A list of the Debtor's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob10-31175.pdf


JEFFREY KARDY: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Jeffrey Paul Kardy
                 fdba Kardyo, LLC
                 dba Strength Solution Inc.
               Bethany Coleman Kardy
                 fdba Kardyo, LLC
                 dba Strength Solution, Inc.
                 fka Bethany Coleman
               523 NW Colorado Avenue
               Bend, OR 97701

Bankruptcy Case No.: 10-37992

Chapter 11 Petition Date: August 20, 2010

Court: United States Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Anthony V. Albertazzi, Esq.
                  ALBERTAZZI LAW FIRM
                  44 NW Irving Ave
                  Bend, OR 97701
                  Tel: (541) 317-0231
                  E-mail: a.albertazzi@albertazzilaw.com

Scheduled Assets: $593,289

Scheduled Debts: $1,264,932

A list of the Joint Debtors' 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/orb10-37992.pdf


JUNIPER GENERATION: Moody's Affirms 'Ba3' Rating on Senior Bonds
----------------------------------------------------------------
Moody's Investors Service affirmed Juniper Generation LLC's Ba3
rating on the senior secured bonds and changed the outlook to
stable from negative.

The rating affirmation reflects Juniper's ability to manage Short
Run Avoided Cost's transition to the new Market Index Formula
which was implemented in August 2009.  SRAC represents the energy
price received by Juniper's underlying power projects that
continue to remain as collateral for the senior secured bonds.
While the transition to MIF has negatively affected Juniper's
underlying project cash flows, Juniper's financial performance has
been supported by substantially greater distributions from WCAC
Operating Company, Juniper's O&M affiliate.  Moody's estimates
senior debt service coverage at year-end 2009 was approximately
1.5 times according to Moody's calculations.  Additionally, low
natural gas prices and the O&M adder under MIF have minimized the
impact of the low market heat rate currently used in MIF.  From
August 2009 to August 2010, the market heat rate embedded in MIF
has averaged around 7,300 btu/kwh leading to the blended heat rate
of 8,550 btu/kwh used in MIF.  That said, the Ba3 rating also
considers Juniper's continued exposure to potentially significant
under recovery of fuel costs if the market heat rate weakens or if
natural gas prices substantially increase since Juniper's
underlying power projects have heat rates ranging from around
9,035 btu/kwh to 9,600 btu/kwh.

The Ba3 rating also recognizes that Juniper's debt service
coverage ratios could drop below 1.2 times in the last two years
prior to bond maturity based on rough estimates by Moody's.

The stable outlook reflects Moody's expectation that Juniper
should achieve debt service coverage ratio around 1.2 to 1.35x for
the next few years based on moderately increasing market heat rate
and natural gas prices.

Juniper could face negative rating pressure if SRAC were to
further change which could negatively affect Juniper's cash flows,
natural gas prices spike well above forward prices, if Juniper
incurs debt service coverage ratios below 1.2 times or if the
underlying projects incur operational problems.

Juniper's rating could improve if SRAC is modified such that
Juniper is no longer exposed to market forces and Juniper is able
to sustain debt service coverage ratio of at least 1.3 times
through debt maturity based on cash flow from the underlying power
projects.

Juniper is a holding company for fully or partially owned gas-
fired cogeneration projects in California, a related O&M service
company, WCAC Operating Company California LLC and a related fuel
supply services company, WCAC Gas Services, LLC.  All the projects
operate as a Qualifying Facility as defined under the Public
Utility Regulatory Policies Act of 1978 (PURPA).  The projects
sell energy and capacity to Pacific Gas and Electric (PG&E: A3 Sr
Unsec, Stable Outlook) and Southern California Edison (SCE: A3 Sr
Unsec, Stable Outlook).  Approximately five of Juniper's nine
projects remain as collateral for the senior secured bonds and the
senior secured bonds are not recourse to the remaining four
projects.  ArcLight Energy Partners Fund II, a fund managed by
ArcLight Capital Partners, owns 100% of the equity interests in
Juniper.

The last rating action on Juniper occurred on March 31, 2009, when
the rating downgraded from Ba1 to Ba3 with a negative outlook.


KAISER GROUP: Appeals Dismissal of Suit vs. Squire Sanders
----------------------------------------------------------
Bankruptcy Law360 reports that Kaiser Group International Inc. has
appealed the dismissal of its malpractice suit, alleging Squire
Sanders & Dempsey LLP failed to warn the bankrupt company that a
particular class of creditors had the right to seize hundreds of
thousands of shares of the reorganized entity.  Thomas G. Macauley
of Zuckerman Spaeder LLP filed a notice of appeal on behalf of
Kaiser in the U.S. Bankruptcy Court for the District of Delaware
on Tuesday.

Kaiser sued (Bankr. D.C. Adv. Pro. No. 08-10020) Squire Sanders &
Dempsey LLP in the Superior Court of the District of Columbia on
July 3, 2008.  The law firm removed the litigation to the U.S.
District Court, which automatically referred it to the Bankruptcy
Court on July 31, 2008.  The Honorable S. Martin Teel, Jr., denied
Kaiser's request for remand or abstention, and granted the law
firm's request to transfer the adversary proceeding to the U.S.
Bankruptcy Court for the District of Delaware.

Kaiser says that Squire Sanders was negligent in drafting its
chapter 11 plan "in a manner that was not in compliance with
Bankruptcy Code" by failing to separately classify a claim
[without discussing that the Bankruptcy Court found in 2000 that
the plan the law firm drafted complied in all respects with 11
U.S.C. Sec. 1129(a)(1), (2) and (3)].

On June 9, 2000, Kaiser Group International, Inc., and 38 of
its domestic subsidiaries voluntarily filed for protection under
Chapter 11 (Bankr. D. Del. Case Nos. 00-2263 through 00-2301).
Kaiser Group International, Inc. emerged from chapter 11 under
a Second Amended Plan of Reorganization declared effective on
December 18, 2000.


LIONCREST TOWERS: Section 341(a) Meeting Scheduled for Sept. 23
---------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Lioncrest
Towers, LLC's creditors on September 23, 2010, at 1:30 p.m., at
219 South Dearborn, Office of the U.S. Trustee, 8th Floor, Room
802, Chicago, Illinois 60604.

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

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

Lioncrest Towers, LLC, aka Park Towers, filed for Chapter 11
bankruptcy protection on August 17, 2010 (Bankr. N.D. Ill. Case
No. 10-36805).  Richard H. Fimoff, Esq., at Robbins, Salomon &
Patt Ltd, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


MAGIC BRANDS: Debtor's Estate Changes Name to Deel LLC
------------------------------------------------------
The Hon. Brendan l. Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved the change of name of (i) Magic
Brands, LLC, to Deel LLC; and Fuddruckers, Inc., to Brosna, Inc.

In July, Magic Brands closed the sale of the Fuddruckers stores
and franchise business to restaurant operator Luby's Inc. for
$63.5 million.

                      About Magic Brands

Headquartered in Austin, Texas, Magic Brands, LLC --
http://www.fuddruckers.com/-- operated 62 Fuddruckers locations
in 11 states and 3 Koo Koo Roo restaurants in California.

Magic Brands, LLC, and its operating units filed for Chapter 11
protection on April 21, 2010 (Bankr. D. Del. Lead Case No. 10-
11310).  It disclosed assets of up to $10 million and debts at $10
million to $50 million.  Affiliate Fuddruckers, Inc., also filed,
listing assets and debts at $50 million to $100 million.

FocalPoint Securities, LLC, serves as investment banker to Magic
Brands, and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, is the claims and notice agent.


MEDICOR LTD: Files Second Amended Chapter 11 Plan of Liquidation
----------------------------------------------------------------
BankruptcyData.com reports that MediCor Ltd. filed with the U.S.
Bankruptcy Court a Second Amended Chapter 11 Plan of Liquidation
and related Second Amended Disclosure Statement.

Under the Plan, net proceeds of the prior sale of the Debtors'
assets will be distributed to certain holders of allowed claims.
The Plan provides for these terms:

   -- MediCor's prepetition senior lenders owed in excess of
      $57 million will receive the cash, along with their pro rata
      share of certain proceeds of litigation to be pursued by a
      liquidating trustee; and

   -- Holders of allowed general unsecured claims will receive (i)
      $700,000 cash; (ii) an additional $275,000 pursuant to a D&O
      settlement, and; and (iii) certain proceeds of litigation to
      be pursued by the liquidating trustee.

                       About Medicor Ltd.

Headquartered in North Las Vegas, Nevada, MediCor Ltd. --
http://www.medicorltd.com/-- manufactures and markets products
primarily for aesthetic, plastic and reconstructive surgery and
dermatology markets.

The Company and seven of its affiliates filed for Chapter 11
protection on June 29, 2007 (Bankr. D. Del. Lead Case No. 07-
10877) to effectuate the orderly marketing and sale of their
business.  Dennis A. Meloro, Esq., and Victoria Watson Counihan,
Esq., at Greenberg Traurig, LLP, represent the Debtors' as
Delaware counsel.  The Debtors engaged Alvarez & Marsal North
America, LLC as their restructuring advisor.  David W. Carickhoff,
Jr., Esq., at Blank Rome LLP represents the Official Committee of
Unsecured Creditors as counsel.  In its schedules of assets and
debts, MediCor Ltd. disclosed total assets of $96,553,019, and
total debts of $158,137,507.


MEG ENERGY: Moody's Upgrades Corporate Family Rating to 'B1'
------------------------------------------------------------
Moody's Investors Service upgraded MEG Energy Corp.'s ratings to
B1.  Ratings upgraded to B1 include MEG's Corporate Family Rating,
US$185 million senior first secured bank revolver, and
US$1 billion senior first secured term loan.  The rating outlook
is stable.  Moody's also assigned a Speculative Grade Liquidity
rating of SGL1.

Downgrades:

Issuer: MEG Energy Corp.

  -- Senior Secured Bank Credit Facility, Downgraded to LGD4, 50%
     from LGD3, 49%

Upgrades:

Issuer: MEG Energy Corp.

  -- Corporate Family Rating, Upgraded to B1 from B2
  -- Senior Secured Bank Credit Facility, Upgraded to B1 from B2

Assignments:

Issuer: MEG Energy Corp.

  -- Speculative Grade Liquidity Rating, Assigned SGL-1

Outlook Actions:

Issuer: MEG Energy Corp.

  -- Outlook, Changed To Stable From Rating Under Review


MIG INC: Has Plan Settlement with Creditors Committee
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that MIG Inc. won approval of the disclosure statement
explaining its reorganization plan after it reached a settlement
with the Official Committee of Unsecured Creditors.

According to the report, the Committee is a proponent of the
Revised Plan.  The Plan provides full payment to creditors.
Preferred shareholders will receive new secured notes bearing
interest that begins at 15.5% and rises to 20%.  Originally, the
Plan called for 10% interest.

The Bankruptcy Court will convene a hearing to consider
confirmation of the Plan on September 28.

The Creditors Committee, Bloomberg relates, had previously sought
termination of the Debtor's exclusive plan filing period or the
dismissal of the case, citing that the case was filed "for the
naked purpose" of obtaining a stay of a $188 million judgment by
the Delaware Chancery Court in an appraisal action in favor of the
preferred shareholders following MIG's acquisition in 2007.  The
Chancery Court judgment was upheld on appeal by the Delaware
Supreme Court in November.

                          About MIG Inc.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., retained Baker & McKenzie LLP as its bankruptcy counsel.

In its petition, the Company said it had US$100 million to
US$500 million in assets and US$100 million to US$500 million in
debts.  In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.


NCOAT INC: Section 341(a) Meeting Scheduled for Sept. 22
--------------------------------------------------------
The U.S. Trustee for the Middle District of North Carolina will
convene a meeting of nCoat, Inc.'s creditors on September 22,
2010, at 10:00 a.m., at the Creditors Meeting Room, First Floor,
101 South Edgeworth Street, Greensboro, NC 27401.

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

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

                         About nCoat Inc.

Whitsett, North Carolina-based nCoat, Inc. (Other OTC: NCOA) and
its subsidiaries -- http://www.ncoat.com/-- research, license,
commercialize, distribute, and apply nano and multiple non-nano
surface coatings.  The Company's coatings are used by, among
others, automotive, diesel engine, trucking, recreational vehicle,
motorcycle, aerospace, and oil and gas industries.

nCoat, Inc., filed for Chapter 11 protection on August 16, 2010
(Bankr. M.D.N.C. Case No. 10-11512).  John A. Northen, Esq., and
Vicki L. Parrott, Esq., who have offices in Chapel Hill, North
Carolina, assist the Debtor in its restructuring effort.  In its
schedules, the Debtor disclosed assets totaling $1,375,746 and
debts totaling $913,619,139.

Affiliates High Performance Coatings, Inc. (Bankr. M.D.N.C. Case
No. 10-11515); MCC, Inc., dba Jet Hot (Bankr. M.D.N.C. Case No.
10-11514); and nTech, Inc. (Bankr. M.D.N.C. Case No. 10-11513)
file separate Chapter 11 petitions on August 16, 2010.


NCOAT INC: Taps Northen Blue as Bankruptcy Counsel
--------------------------------------------------
nCoat, Inc., et al., ask for authorization from the U.S.
Bankruptcy Court for the Middle District of North Carolina to
employ Northen Blue, L.L.P. as bankruptcy counsel.

Northen Blue will, among other things:

     a. assist the Debtors in the preparation and filing of
        schedules, statements of financial affairs, reports, a
        disclosure statement, and a plan;

     b. assist and advise the Debtors in the examination and
        analysis of the conduct of the Debtors' affairs and the
        causes of insolvency;

     c. assist and advise the Debtors with regard to
        communications to the general creditor body regarding any
        matters of general interest and any proposed plan(s) of
        reorganization; and

     d. prepare, review or analyze all applications, orders,
        statements of operations, and schedules filed with the
        Court by the Debtors or other third parties, give advice
        to the Debtors as to its propriety, and after approval by
        the Debtors, consent to orders.

Northen Blue will be paid based on the hourly rates of its
personnel:

        John A. Northen                   $400
        Vicki Parrott                     $330

John A. Northen, Esq., at Northen Blue, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                         About nCoat Inc.

Whitsett, North Carolina-based nCoat, Inc. (Other OTC: NCOA) and
its subsidiaries -- http://www.ncoat.com/-- research, license,
commercialize, distribute, and apply nano and multiple non-nano
surface coatings.  The Company's coatings are used by, among
others, automotive, diesel engine, trucking, recreational vehicle,
motorcycle, aerospace, and oil and gas industries.

nCoat, Inc., filed for Chapter 11 protection on August 16, 2010
(Bankr. M.D.N.C. Case No. 10-11512).  In its schedules, the Debtor
disclosed assets totaling $1,375,746 and debts totaling
$913,619,139.

Affiliates High Performance Coatings, Inc. (Bankr. M.D.N.C. Case
No. 10-11515); MCC, Inc., dba Jet Hot (Bankr. M.D.N.C. Case No.
10-11514); and nTech, Inc. (Bankr. M.D.N.C. Case No. 10-11513)
file separate Chapter 11 petitions on August 16, 2010.


NICKAJACK SHORES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Nickajack Shores Holdings, LLC
        1010 William Blount Drive
        Maryville, TN 37801

Bankruptcy Case No.: 10-34044

Chapter 11 Petition Date: August 20, 2010

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

Judge: Richard Stair Jr.

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                  HAGOOD, TARPY & COX PLLC
                  Suite 2100, Riverview Tower
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313
                  E-mail: ltarpy@htandc.com

Estimated Assets: $0 to $50,000

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.

The petition was signed by Mike Ross, chief manager.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Pine Mountain Properties, LLC          10-31898    04/14/10


ORAGENICS INC: Incurs $2.01 Million Net Loss for 2nd Quarter
------------------------------------------------------------
Oragenics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.01 million on net revenue of $304,700
for the quarter ended June 30, 2010, compared with a net loss of
$869,048, on net revenue of $41,895 for the same period in 2009.

Oragenics' balance sheet at June 30, 2010, showed total assets of
$1.68 million, total liabilities of $1.76 million, and a
shareholders' deficit of $81,723.

Kirkland Russ Murphy & Tapp, PA in Clearwater, Florida expressed
substantial doubt about Oragenics, Inc.'s ability to continue as a
going concern after auditing the Company's financial statements
for the fiscal years ended Dec. 31, 2009, 2008, and 2007.  The
auditor noted that the Company incurred recurring operating
losses, negative operating cash flows and has an accumulated
deficit.

In the Form 10-Q, management acknowledges, "We have never been
profitable and, as of June 30, 2010, we had an accumulated deficit
of $29,269,304.  We incurred net losses of approximately
$3,757,421, $5,519,348, $6,021,742 and $2,311,712 for the six
months ended June 30, 2010 and the years ended December 31, 2009,
2008 and 2007, respectively.  We expect to incur significant and
increasing operating losses for the foreseeable future as we
advance our product candidates through preclinical studies and
clinical trials to seek regulatory approval and eventual
commercialization.  We will need additional financing to support
our operating activities."

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

             http://researcharchives.com/t/s?6a1c

                        About Oragenics Inc.

Headquartered in Alachua, Florida, Oragenics, Inc. (AMEX: ONI) --
http://www.oragenics.com/-- is a biopharmaceutical company
focused on the development and commercialization of pharmaceutical
and probiotic products for the maintenance of oral health.  It is
also developing novel antibiotics known as lantibiotics, the first
of which is intended for the treatment of drug-resistant
healthcare-associated infections, or HAIs and other infections
caused by Gram-positive bacteria.


ORANGE COUNTY: Has Until September 8 to Use American Honda's Cash
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has continued until September 8, 2010, at 10:00 a.m., the hearing
to consider Orange County Motorsports, Inc.'s further access to
American Honda Finance Corporation's cash collateral.

The Bankruptcy Court previously entered an order allowing the
Debtor to use cash collateral until September 8; and to grant
replacement liens as adequate protection to the AHFC.

As reported in the Troubled Company Reporter on July 26, AHFC has
a "blanket" security interest in all tangible and intangible
property of the Debtor.  That security interest includes a first-
priority "purchase money" security interest in the motor vehicles
in the Debtor's inventory for which AHFC provided "floor plan"
financing, and the proceeds thereof.  AHFC possesses a very junior
security interest -- behind those of GE, Polaris and Kawasaki,
which secure debts that are believed to total over $1 million.

               About Orange County Motorsports, Inc.

Los Angeles, California-based Orange County Motorsports, Inc.,
filed for Chapter 11 bankruptcy protection on December 18, 2009
(Bankr. C.D. Calif. Case No. 09-45902).  The Debtor's affiliate,
Lawrence Hart also filed Chapter 11 bankruptcy petition.  Michael
S. Kogan, Esq., at Ervin Cohen & Jessup LLP, assists the Debtor in
its restructuring effort.  The Company estimated assets and debts
at $10 million to $50 million.


ORIENTAL TRADING: Wilmington Trust Only Serves as Agent to Lenders
------------------------------------------------------------------
Wilmington Trust is not providing credit to Oriental Trading
Company, Inc., which filed for Chapter 11 protection on August 25,
2010, in the United States Bankruptcy Court for the District of
Delaware.

Recent news reports may have led readers to believe that
Wilmington Trust is providing credit to Oriental Trading Company.
In fact, Wilmington Trust is not a lender to Oriental Trading
Company, despite the bankruptcy filing's listing of Wilmington
Trust among Oriental Trading Company's largest unsecured
creditors.  Wilmington Trust is serving as administrative agent
for holders of approximately $271.5 million of debt issued by
Oriental Trading Company.  Wilmington Trust has no credit exposure
to Oriental Trading Company or any of its subsidiaries.  Through
its CCS business, Wilmington Trust is paid a fee for providing
these services.  The bankruptcy filing of Oriental Trading Company
has no effect on Wilmington Trust's balance sheet, credit quality,
or financial condition.

Wilmington Trust's CCS business offers institutional trustee,
agency, asset management, retirement plan, and administrative
services for clients worldwide who use capital market financing
structures, as well as those who seek to establish or maintain
nexus, or legal residency, for special purpose entities. Because
Wilmington Trust does not underwrite securities offerings or
provide investment banking services, it is able to deliver
corporate trust services that are conflict-free.

                  About Wilmington Trust

Wilmington Trust Corporation is a financial services holding
company that provides Regional Banking services throughout the
mid-Atlantic region, Wealth Advisory services to high-net-worth
clients in 36 countries, and Corporate Client services to
institutional clients in 89 countries.  Its wholly owned bank
subsidiary, Wilmington Trust Company, which was founded in 1903,
is one of the largest personal trust providers in the United
States and the leading retail and commercial bank in Delaware.
Wilmington Trust Corporation and its affiliates have offices in
Arizona, California, Connecticut, Delaware, Florida, Georgia,
Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey,
New York, Pennsylvania, South Carolina, Vermont, the Cayman
Islands, the Channel Islands, London, Dublin, Frankfurt,
Luxembourg, and Amsterdam.

              About Oriental Trading Company

Oriental Trading Company -- http://www.orientaltrading.com/-- is
the nation's largest direct merchant of value-priced party
supplies, arts and crafts, toys and novelties, and a leading
provider of school supplies and affordable home decor and
giftware.  Recognized as one of the Top 50 Catalog Companies and
one of the Top 10 Online Retailers for Customer Satisfaction,
Oriental Trading Company employs approximately 3,000 employees and
offers more than 30,000 products to individuals, teachers,
schools, churches, businesses and not-for-profit organizations.
From pink flamingos, party supplies and grass skirts to holiday
decorations, scrapbooking supplies, and crafts, Oriental Trading
Company makes the world more fun!


OTC HOLDINGS: Files for Bankruptcy Protection
---------------------------------------------
OTC Holdings Corporation sought Chapter 11 protection in Delaware
on August 25 (Bankr. D. Del. Case No. 10-12636),

According to netDockets, the Company said it has assets of
$463 million and liabilities of $757 million.  The Carey Group &
Brentwood Associates are major equity holders.

Judge Kevin Carey is handling the case.


PETROFLOW ENERGY: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Petroflow Energy Ltd.
        1401 17th Street, Suite 310
        Denver, CO 80202
4
Bankruptcy Case No.: 10-12608

Chapter 11 Petition Date: August 20, 2010

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's
Delaware Counsel: Domenic E. Pacitti, Esq.
                  KLEHR HARRISON HARVEY BRANZBURG LLP
                  919 Market Street
                  Suite 1000
                  Wilmington, DE 19801
                  Tel: (302) 552-5511
                  Fax: (302) 426-9193
                  E-mail: dpacitti@klehr.com

Debtor's
Bankruptcy
Counsel:          KIRKLAND & ELLIS LLP

Debtor's
Restructuring
Advisor:          KINETIC ADVISORS LLC

Debtor's Claims
& Notice Agent:   EPIQ SYSTEMS INC.

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

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

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
North American Petroleum Corp. USA     10-11707   05/25/10
  Assets: $100,000,001 to $500,000,000
  Debts: $100,000,001 to $500,000,000
Prize Petroleum LLC                    10-11708   05/25/10
  Assets: $0 to $50,000
  Debts: $100,000,001 to $500,000,000

The petitions were signed by Richard Menchaca, chief executive
officer.

Petroflow's List of 10 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
ERCB (Energy Resources    Trade Debt             $80,473
Conservation Board)
640 - 5th Avenue SW
Calgary AB T2P 3G4, Canada

Estancia Investments      Trade Debt             $65,640
450, 707 - 7th Avenue SW
Calgary AB T2P 3H6, Canada

Bowne of Canada, Ltd.     Trade Debt             $57,446
300 - 5th Avenue SW,
Suite 1250
Calgary AB T2P 3C4, Canada

Gowlings Lafleur          Trade Debt             $57,397
Henderson LLP

Fasken Martineau          Trade Debt             $17,839
Dumoulin LLP

Edgar Online, Inc.        Trade Debt             $5,575

PricewaterhouseCoopers    Trade Debt             $5,214

Valiant Trust Company     Trade Debt             $3,544

Public Company            Trade Debt             $301
Accounting Oversight
Board

Financial Accounting      Trade Debt             $100
Standards Board


PMP II: Bankruptcy Court Confirms Plan of Reorganization
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
confirmed PMP II, LLC's Plan of Reorganization.

The Debtor's principal asset is an 69-acre parcel of vacant land
known as Paradise Memorial Park or Hawaii Kai Memorial Park
located at Hawaii Kai Drive, Honolulu, Hawaii.

As reported in the Troubled Company Reporter on Julu 27, 2010, the
Plan provides for a reorganization of all liabilities owed by the
Debtor.  The Debtor will convey the Property to HKMP, LLC, in
exchange for a 25%, non-dilutable membership interest in HKMP,
LLC, the venture created to develop the Property into a cemetery.
As a member of HKMP, LLC, the Reorganized Debtor will be entitled
to cash distributions as the Property is developed and revenue is
generated from the sale of burial plots, niches, crypts and other
services.

Under the Plan, the claim of the Hawaiians (Class 3) will be
converted to an equity interest in HKMP, LLC.  The Hawaiians claim
will be converted to a 75% equity interest in HKMP, LLC, which
interest will be allocated pursuant to the Limited Liability
Company Operating Agreement of HKMP, LLC.  The remaining 25%
equity interest in HKMP, LLC will belong to the Reorganized Debtor
and be non-dilutable.  The Debtor will contribute, transfer and
convey all right, title and interest in the property to HKMP, LLC
in exchange for a 25% membership interest in HKMP, LLC.

Holders of general unsecured claims (Class 4) will receive 100% of
their allowed claims out of the cash distributions payable to the
Reorganized Debtor until general unsecured creditors are paid in
full.

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

                        About PMP II, LLC

Chicago, Illinois-based PMP II, LLC, dba Paradise Memorial Park,
filed for Chapter 11 bankruptcy protection on January 7, 2010
(Bankr. N.D. Texas Case No. 10-30252).  Pronske & Patel, P.C.,
assist the Debtor in its restructuring effort.  The Company
disclosed $48,505,000 in assets and $39,232,388 in liabilities as
of the Petition Date.


PROTECTIVE PRODUCTS: Has Until August 31 to File Chapter 11 Plan
----------------------------------------------------------------
John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida extended Protective Products of America, Inc.,
et al.'s exclusive periods to file and solicit acceptances for the
proposed Chapter 11 Plan until August 31, 2010, and October 31,
respectively.

Sunrise, Florida-based Protective Products of America, Inc.,
formerly known as Ceramic Protection Corporation --
http://www.protectiveproductsofamerica.com/-- engages in the
design, manufacture and marketing of advanced products used to
provide ballistic protection for personnel and vehicles in the
military and law enforcement markets.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. S.D. Fla. Case No. 10-10711).  The
Company's affiliates -- PC Holding Corporation of America; Ceramic
Protection Corporation of America; Protective Products
International Corp.; and Protective Products of North Carolina,
LLC -- also filed separate Chapter 11 petitions.  Protective
Products disclosed $86,678,781 in assets and $27,460,502 in
liabilities as of the Petition Date.


RADIO ONE: Issues Bankruptcy Warning as Forbearance Expiry Looms
----------------------------------------------------------------
Radio One Inc., warned in a regulatory filing with the Securities
and Exchange Commission that it may have to file for bankruptcy.

Radio One said in its Form 10-Q report filed on Monday, "We have
been actively engaged with the lenders under our Credit Agreement
as well as with our bondholders to implement certain Refinancing
Transactions to solve both for the defaults under the Credit
Agreement and for our upcoming debt maturities.  We anticipate
that if we complete the Refinancing Transactions, we will cure or
otherwise obtain a waiver of any defaults under the Credit
Agreement and the 2013 Notes Indenture.  However, there is no
assurance that we will complete the Refinancing Transactions and
that an event of default under the 2013 Notes Indenture will not
arise.

"If we are unable to further amend the Forbearance Agreement or
otherwise obtain waivers from our lenders under the Credit
Agreement, an event of default under our 2013 Notes Indenture may
arise causing a cross-default under our Credit Agreement,
resulting in the acceleration of all of our indebtedness
thereunder.  The trustee under the 2013 Notes Indenture would also
have the right to accelerate our indebtedness under the 2013
Notes, and accordingly, we have classified our long-term debt as a
current obligation in the accompanying consolidated balance
sheets.

"Either of these events would make it difficult for us to operate
our business in the ordinary course, and may force us to seek
protection under Chapter 11 of the Bankruptcy Code, and
accordingly, there is substantial doubt about our ability to
continue as a going concern," the Company said.

In June 2005, the Company entered into an agreement with a
syndicate of banks.  The Credit Agreement expires the earlier of
(a) six months prior to the scheduled maturity of the 8-7/8%
Senior Subordinated Notes due July 1, 2011 (January 1, 2011) --
unless the 8-7/8% Senior Subordinated Notes have been refinanced
or repurchased prior to such date -- or (b) June 30, 2012.
Management believes it is probable that the Company will refinance
the 8-7/8% Senior Subordinated Notes prior to January 1, 2011.

As of each of June 30, 2010 and July 1, 2010, Radio One is not in
compliance with the terms of the Credit Agreement.  More
specifically, (i) as of June 30, 2010, Radio One failed to
maintain a total leverage ratio of 7.25 to 1.00 and (ii) as of
July 1, 2010, as a result of a step down of the total leverage
ratio from no greater than 7.25 to 1.00 to no greater than 6.50 to
1.00 effective for the period July 1, 2010 to September 30, 2011,
we also failed to maintain the requisite total leverage ratio.

In July 2010, as reported by the Troubled Company Reporter, the
Company and its subsidiaries entered into a forbearance agreement
with Wells Fargo Bank, N.A. (successor by merger to Wachovia Bank,
National Association), as administrative agent, and financial
institutions constituting the majority of outstanding loans and
commitments under the Credit Agreement, relating to the existing
defaults and events of default.

On August 13, 2010, as reported by the TCR, Radio One entered into
an amendment to the Forbearance Agreement that, among other
things, extended the termination date of the Forbearance Agreement
to September 10, 2010, unless terminated earlier by its terms, and
provided additional forbearance related to an anticipated default
that may be caused by an opinion of Radio One's independent
registered public accounting firm, Ernst & Young LLP, that
included an explanatory paragraph expressing substantial doubt
about the Company's ability to continue as a going concern.  Under
the Forbearance Agreement and the Forbearance Agreement Amendment,
the Agent and the Required Lenders maintained the right to deliver
"payment blockage notices" to the trustees for the holders of the
8-7/8% Senior Subordinated Notes due 2011 and/or the 6-3/8% Senior
Subordinated Notes due 2013.

On August 5, 2010, the Agent delivered a payment blockage notice
to the Trustee under the Indenture governing the 2013 Notes.
Under the terms of the Indenture, neither the Company nor any of
its guaranteeing subsidiaries may make any payment or distribution
of any kind or character in respect of obligations under the 2013
Notes, including, without limitation, the interest payment to the
noteholders that was scheduled for August 15, 2010.  The Indenture
permits a 30-day grace period for the nonpayment of interest
before such nonpayment constitutes an event of default, in which
case the Trustee or holders of at least 25% in principal amount of
the then outstanding 2013 Notes may declare the principal amount,
and accrued and unpaid interest on all outstanding 2013 Notes to
be due and payable immediately.

The lenders under the Credit Agreement have not accelerated the
indebtedness thereunder and the Company continues to actively
pursue various financing alternatives with its lenders and the
members of an ad hoc group of the holders of its 2011 Notes and
2013 Notes.

Wells Fargo tapped Loughlin Meghji + Company and Morgan, Lewis &
Bockius LLP in restructuring talks with Radio One, Inc.  Radio One
owes the lenders $355,480,159.99 under the Credit Agreement,
excluding fees, expenses and other amounts.

                          About Radio One

Lanham, Maryland-based Radio One, Inc. (Nasdaq:  ROIAK and ROIA)
-- http://www.radio-one.com/-- is a diversified media company
that primarily targets African-American and urban consumers.  The
Company is one of the nation's largest radio broadcasting
companies, currently owning 53 broadcast stations located in 16
urban markets in the United States.

The Company owns a controlling interest in Reach Media, Inc. --
http://www.blackamericaweb.com/-- owner of the Tom Joyner Morning
Show and other businesses associated with Tom Joyner.  Beyond its
core radio broadcasting business, Radio One owns Interactive One
-- http://www.interactiveone.com/-- an online platform serving
the African-American community through social content, news,
information, and entertainment, which operates a number of branded
sites, including News One, UrbanDaily, HelloBeautiful, Community
Connect Inc. -- http://www.communityconnect.com/-- an online
social networking company, which operates a number of branded Web
sites, including BlackPlanet, MiGente, and Asian Avenue and an
interest in TV One, LLC -- http://www.tvoneonline.com/-- a
cable/satellite network programming primarily to African-
Americans.

                           *     *     *

As reported by the Troubled Company Reporter on August 26, 2010,
Standard & Poor's Rating Services lowered its corporate credit
rating on Radio One to 'SD' (selective default) from CCC+' because
of its failure to make the Aug. 15, 2010, interest payment on its
6.375% subordinated notes due 2013.  Bank lenders blocked the
interest payment due to ongoing financial covenant violations in
its credit agreement.  Notwithstanding this covenant violation,
S&P believes the company has the financial capacity and liquidity
to meet its debt obligations.

At the same time, S&P lowered the issue-level rating on Radio
One's 6.375% subordinated notes to 'D' from 'CCC-', while keeping
the recovery rating on this debt unchanged at '6', indicating
S&P's expectation of negligible (0% to 10%) recovery in the event
of a payment default.


RAME PROPERTIES: Section 341(a) Meeting Scheduled for Sept. 23
--------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Rame
Properties, LLC's creditors on September 23, 2010, at 3:00 p.m.,
at Third Floor - Room 365, Russell Federal Building, 75 Spring
Street SW, Atlanta, GA 30303.

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

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

Rame Properties Inc. is a real-estate development company in
Dunwoody, Georgia.  It filed for Chapter 11 bankruptcy protection
August 18 in Atlanta, Georgia (Bankr. N.D. Ga. Case No. 10-83988).
It estimated its assets at $10 million and debts at $50 million as
of the Petition Date.


RAME PROPERTIES: Asks for Dismissal; Gives Up to Receiver
---------------------------------------------------------
Rame Properties, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Georgia to dismiss its Chapter 11 case.

CML-GA Rame, LLC, is the Debtor's major secured creditor, and is
owed approximately $12 million secured by virtually all of the
assets of the Debtor's estate, including its cash collateral.  On
August 16, 2010, CML-GA Rame filed an action against the Debtor
and its subsidiaries in the Superior court of DeKalb county
alleging breach of contract on each of the notes.  The Superior
court appointed Hays Financial Consulting, LLC, as receiver to
take custody and control of the Debtor's property and to manage
the same.

The Debtor believes that the receiver is in the best position to
manage and control the assets of the Debtor on behalf of CML-GA
Rame to protect its interest.  The Debtor believes that dismissal,
rather than conversion to Chapter 7, is in the best interest of
the Debtor's estate, because there are no unencumbered assets for
the trustee to liquidate, and additional time and expense would be
wasted.

The Court will hold a hearing on September 29, 2010, at 10:00 a.m.
on the Debtor's motion to dismiss its bankruptcy case.

Rame Properties Inc. is a real-estate development company in
Dunwoody, Georgia.  It filed for Chapter 11 bankruptcy protection
August 18 in Atlanta, Georgia (Bankr. N.D. Ga. Case No. 10-83988).
It estimated its assets at $10 million and debts at $50 million as
of the Petition Date.


RCLC INC: Court Extends Filing of Schedules Until Sept. 17
----------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey extended, at the behest of RCLC, Inc., et
al., the deadline for the filing of schedules of assets and
liabilities and statements of financial affairs until September
17, 2010.  The Debtor had asked the Court for an extension of 30
days.

                          About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.

Trenton, New Jersey-based Ronson Aviation, Inc., filed for Chapter
11 protection on August 17, 2010 (Bankr. D. N.J. Case No. 10-
35315).  The Debtor estimated its assets at $10 million to $50
million and its debts at $1 million to $10 million.  Affiliates
RCLC, Inc. (Bankr. D. N.J. Case No. 10-35313), and RCPC
Liquidating Corporation (Bankr. D. N.J. Case No. 10-35318) filed
separate Chapter 11 petitions on August 17, 2010, each estimating
their assets at $1 million to $10 million and debts at $1 million
to $10 million.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, assists the Debtors their restructuring effort.

The Company's foreign subsidiary, RCC, Inc., formerly known as
Ronson Corporation of Canada Ltd. is not included in the filing.

On August 19, the Court granted Ronson Aviation's motion for joint
administration, making RCLC as the lead case.


RCLC INC: Owes $1.9 Million in Fees to Former CRO
-------------------------------------------------
RCLC Inc., formerly Ronson Corp., said in an Aug. 23 Form 10-Q
filing with the Securities and Exchange Commission that the
engagement agreement with Getzler Henrich & Associates, LLC,
expired on August 17, 2010, upon its bankruptcy filing.

In January 2009, at the request of lender Wells Fargo, the Company
engaged the consulting firm to assist in managing its operations
and cash requirements.  The engagement subsequently was expanded,
in accordance with the company's obligations under a forbearance
agreement with Wells Fargo, to retain Joel Getzler of Getzler
Henrich as the Company's Chief Restructuring Officer responsible
for operations, finance, accounting and related administrative
issues, subject to the authority of and reporting to the Company's
Board of Directors.  Pursuant to the engagement, Mr. Getzler
agreed to act as CRO during the period that Wells Fargo continued
to make revolving advances to the Company in an amount sufficient
to fund the Company's cash flow needs.

RCLC said it owes Getzler Henrich $1,995,000 in fees at August 17,
2010, the date of termination of the engagement; and pursuant to
the terms of the engagement, Getzler Henrich is a secured creditor
as to such amounts.

The Company and certain of its wholly owned subsidiaries have
filed for Chapter 11 bankruptcy protection.  The bankruptcy
petitions are part of ongoing actions taken by the Company to sell
off its assets and subsidiaries, wind up its business, and attempt
to preserve the value of the Company for its stakeholders.

The Company sold its consumer products business to Zippo
Manufacturing Company for an adjusted purchase price of $10.48
million in cash.  Proceeds of that sale were used to repay a
portion of its loan balances, interest and fees in the amount of
approximately $3.138 million.  Under the Forbearance Agreement,
the overadvance limit was $2,275,000 and the maximum revolving
credit line was $2,500,000 and Wells Fargo agreed to extend the
forbearance agreement through August 16, 2010.

The Company's contemplated sale of the assets of Ronson Aviation
to Hawthorne TTN Holdings, LLC, fell through due in June to
Hawthone's inability to secure financing.  Hawthorne had offered
$9.5 million in cash subject to certain adjustments.  After
extensive deliberation, the Company's Board determined that a sale
through a Chapter 11 process was the most prudent and effective
course of action.  The Forbearance Agreement was terminated upon
the filing of the bankruptcy petitions and Wells Fargo has
committed to provide DIP financing on an interim basis as approved
by the Bankruptcy Court on August 19, 2010.

The Company has been engaged in discussions with other potential
purchasers for the assets of Ronson Aviation and expects that an
orderly sale of such assets will be managed under the Chapter 11
proceedings.  Upon the completion of the sale of Ronson Aviation,
the Company believes that it will have sufficient funds to pay all
amounts due to its secured creditors, but will have remaining
liabilities to other creditors in excess of its assets.

                          About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.

Trenton, New Jersey-based Ronson Aviation, Inc., filed for Chapter
11 protection on August 17, 2010 (Bankr. D. N.J. Case No. 10-
35315).  The Debtor estimated its assets at $10 million to $50
million and its debts at $1 million to $10 million.  Affiliates
RCLC, Inc. (Bankr. D. N.J. Case No. 10-35313), and RCPC
Liquidating Corporation (Bankr. D. N.J. Case No. 10-35318) filed
separate Chapter 11 petitions on August 17, 2010, each estimating
their assets at $1 million to $10 million and debts at $1 million
to $10 million.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, assists the Debtors their restructuring effort.

The Company's foreign subsidiary, RCC, Inc., formerly known as
Ronson Corporation of Canada Ltd. is not included in the filing.

On August 19, the Court granted Ronson Aviation's motion for joint
administration, making RCLC as the lead case.


RCLC INC: Section 341(a) Meeting Scheduled for Sept. 20
-------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of RCLC,
Inc., et al.'s creditors on September 20, 2010, at 12:00 p.m., at
Clarkson S. Fisher Federal Courthouse, 402 East State Street, Room
129, Trenton, NJ 08608-1507.

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

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

                          About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.

Trenton, New Jersey-based Ronson Aviation, Inc., filed for Chapter
11 protection on August 17, 2010 (Bankr. D. N.J. Case No. 10-
35315).  The Debtor estimated its assets at $10 million to $50
million and its debts at $1 million to $10 million.  Affiliates
RCLC, Inc. (Bankr. D. N.J. Case No. 10-35313), and RCPC
Liquidating Corporation (Bankr. D. N.J. Case No. 10-35318) filed
separate Chapter 11 petitions on August 17, 2010, each estimating
their assets at $1 million to $10 million and debts at $1 million
to $10 million.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, assists the Debtors their restructuring effort.

The Company's foreign subsidiary, RCC, Inc., formerly known as
Ronson Corporation of Canada Ltd. is not included in the filing.

On August 19, the Court granted Ronson Aviation's motion for joint
administration, making RCLC as the lead case.


RCLC INC: Taps Cole Schotz as Bankruptcy Counsel
------------------------------------------------
RCLC, Inc., et al. ask the U.S. Bankruptcy Court for the District
of New Jersey to employ Cole, Schotz, Meisel, Forman & Leonard,
P.A., as bankruptcy counsel.

Cole Schotz will, among other things:

     (a) prepare administrative and procedural applications and
         motions as may be required for the sound conduct of the
         cases, including, but not limited to, the Debtors'
         schedules and statement of financial affairs;

     (b) review and object to claims;

     (c) advise the Debtors concerning, and assisting in the
         negotiation and documentation of, debtor-in-possession
         financing, debt restructuring and related transactions;
         and

     (d) review the nature and validity of agreements relating to
         the Debtors' businesses and properties and advise the
         Debtors in connection therewith.

Cole Schotz will be paid based on the hourly rates of its
personnel:

         Members                     $315-$725
         Special Counsel             $335-$415
         Associates                  $210-$415
         Paralegals                  $140-$230

Michael D. Sirota, Esq., at Cole Schotz, assures the Court that
the firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

                          About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.

Trenton, New Jersey-based Ronson Aviation, Inc., filed for Chapter
11 protection on August 17, 2010 (Bankr. D. N.J. Case No. 10-
35315).  The Debtor estimated its assets at $10 million to $50
million and its debts at $1 million to $10 million.  Affiliates
RCLC, Inc. (Bankr. D. N.J. Case No. 10-35313), and RCPC
Liquidating Corporation (Bankr. D. N.J. Case No. 10-35318) filed
separate Chapter 11 petitions on August 17, 2010, each estimating
their assets at $1 million to $10 million and debts at $1 million
to $10 million.

The Company's foreign subsidiary, RCC, Inc., formerly known as
Ronson Corporation of Canada Ltd. is not included in the filing.

On August 19, the Court granted Ronson Aviation's motion for joint
administration, making RCLC as the lead case.


REGAL ENTERTAINMENT: Inks Underwriting Deal With Credit Suisse
--------------------------------------------------------------
Regal Entertainment Group entered into an Underwriting Agreement
dated Aug. 10, 2010, with Credit Suisse Securities (USA) LLC,
Barclays Capital Inc., Banc of America Securities LLC and Deutsche
Bank Securities Inc., as the representatives of the underwriters
named on Schedule A thereto, with respect to the Company's
issuance and sale of $275.0 million in aggregate principal amount
of the Company's 9.125% senior notes due 2018.

On Aug. 16, 2010, the Company issued the Notes under an indenture
dated as of August 16, 2010 with Wells Fargo Bank, National
Association, as trustee.

The Notes bear interest at a rate of 9.125% per year, payable
semiannually in arrears in cash on February 15 and August 15 of
each year.  The Notes mature on August 15, 2018. The Notes are
the Company's senior unsecured obligations.  They rank on parity
with all of the Company's existing and future senior unsecured
indebtedness and prior to all of the Company's subordinated
indebtedness.  The Notes are effectively subordinated to all of
the Company's future secured indebtedness to the extent of the
assets securing that indebtedness and to any indebtedness and
other liabilities of the Company's subsidiaries.  None of the
Company's subsidiaries initially guarantee any of the Company's
obligations with respect to the Notes.

Prior to Aug. 15, 2014, the Company may redeem all or any part of
the Notes at its option at 100% of the principal amount plus a
make-whole premium.  The Company may redeem the Notes in whole or
in part at any time on or after August 15, 2014 at the redemption
prices specified in the Indenture.  In addition, prior to August
15, 2013, the Company may redeem up to 35% of the original
aggregate principal amount of Notes from the net proceeds of
certain equity offerings at the redemption price specified in the
Indenture.

If the Company undergoes a change of control, holders may require
the Company to repurchase all or a portion of their Notes at a
price equal to 101% of the principal amount of the Notes being
repurchased, plus accrued and unpaid interest, if any, to the
repurchase date.

The Indenture contains covenants that limit the Company's ability
to, among other things:

   i) incur additional indebtedness;

  ii) pay dividends on or make other distributions in respect of
      its capital stock, purchase or redeem capital stock, or
      purchase, redeem or otherwise acquire or retire certain
      subordinated obligations;

iii) enter into certain transactions with affiliates;

  iv) permit, directly or indirectly, it to create, incur, or
      suffer to exist any lien, except in certain circumstances;

   v) create or permit encumbrances or restrictions on its ability
      to pay dividends or make distributions on its capital stock,
      make loans or advances to its subsidiaries, or transfer any
      properties or assets to its subsidiaries; and

  vi) merge or consolidate with other companies or transfer all or
      substantially all of its assets.

These covenants are, however, subject to a number of important
limitations and exceptions. The Indenture contains other customary
terms, including, but not limited to, events of default, which,
if any of them occurs, would permit or require the principal,
premium, if any, interest and any other monetary obligations on
all the then outstanding Notes to be due and payable immediately.

A full-text copy of the Indenture dated Aug. 16, 2010, is
available for free at http://ResearchArchives.com/t/s?69b5

                  About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

The Company's balance sheet at July 1 showed $2.575 billion in
total assets, including $225.1 million in cash and cash
equivalents, $2.859 billion in total liabilities, and a total
deficit of $283.5 million.

                           *     *     *

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.

As reported in the Troubled Company Reporter on Aug. 13, 2010,
Fitch Ratings assigned a 'B-/RR6' rating to Regal Entertainment
Group $275 million 9.125% senior unsecured note due 2018.  Also as
reported in the TCR on August 13, Moody's assigned a B3 rating to
Regal's proposed new $275 million senior unsecured note issuance.
Standard & Poor's assigned Regal's proposed $275 million senior
unsecured notes due 2018 its issue-level rating of 'B-' (two
notches lower than S&P's 'B+' corporate credit rating on the
company).  S&P also assigned this debt a recovery rating of '6',
indicating its expectation of negligible (0% to 10%) recovery for
noteholders in the event of payment default.


RICHARD CAIN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Richard D. Cain
          dba Richard D. Cain, Inc.
              Cain Agency, Inc.
              V.T. Eckert, Inc.
        943 Leatzow Road
        P.O. Box 302
        Three Lakes, WI 54562-0302

Bankruptcy Case No.: 10-16310

Chapter 11 Petition Date: August 20, 2010

Court: United States Bankruptcy Court
       Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: James T. Runyon, Esq.
                  RUNYON LAW OFFICES, LLC
                  P.O. Box 519
                  Tomahawk, WI 54487
                  Tel: (715) 453-5387
                  E-mail: runyonlawoffices@verizon.net

Scheduled Assets: $1,436,530

Scheduled Debts: $2,259,557

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wiwb10-16310.pdf


RIVIERA HOLDINGS: U.S. Trustee Forms 3-Member Creditors Committee
-----------------------------------------------------------------
The U.S. Trustee has formed an Official Committee of Unsecured
Creditors in the bankruptcy cases of Riviera Holdings Corporation
and its affiliates, netDockets reports.

According to the report, the members of the Creditors Committee
are:

   * Shuffle Master, Inc.;
   * International Game Technology; and
   * Lucky Limousine/Lucky Transportation.

The U.S. Trustee solicited indications of interest from creditors
identified in the list of 20 largest unsecured claims.

                       About Riviera Holdings

Riviera Holdings Corporation, through its wholly-owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino located in Las Vegas, Nevada, which consists of a hotel
comprised of five towers with 2,075 guest rooms, including 177
suites, and which has traditional Las Vegas-style gaming,
entertainment and other amenities.

In addition, Riviera Holdings, through its wholly-owned
subsidiary, Riviera Black Hawk, Inc., owns and operates the
Riviera Black Hawk Casino, a casino in Black Hawk, Colorado and
has various non-gaming amenities, including parking, buffet-styled
restaurant, delicatessen, a casino bar and a ballroom.

Riviera Holdings together with the two affiliates filed for
Chapter 11 on July 12 in Las Vegas, Nevada (Bankr. D. Nev. Case
No. 10-22910).  Riviera Holdings estimated assets and debts of
$100 million to $500 million in its petition.  Thomas H. Fell,
Esq., at Gordon Silver, represents the Debtors in the Chapter 11
cases.  XRoads Solutions Group, LLC, is the financial and
restructuring advisor.  Garden City Group Inc. is the claims and
notice agent.


ROCK HOLDINGS: S&P Withdraws 'B' Ratings on $300 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
issue-level and recovery ratings on Rock Holdings Inc.'s proposed
$300 million of senior secured notes.

The action followed the company's decision not to pursue the
previously planned offering.  S&P had rated the proposed notes 'B'
with a recovery rating of '3', indicating expectation of
meaningful (50% to 70%) recovery of principal in the event of a
payment default.

The counterparty credit rating on Rock Holdings remains at 'B'.


ROOT HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Root Holdings, LLC
        386 NW 3rd Ave.
        Canby, OR 97013

Bankruptcy Case No.: 10-38007

Chapter 11 Petition Date: August 20, 2010

Court: United States Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Bradley O. Baker, Esq.
                  15545 Village Park Ct
                  Lake Oswego, OR 97034
                  Tel: (503) 697-0557
                  E-mail: bradleyo10@msn.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/orb10-38007.pdf

The petition was signed by Gordon Root, managing member.


SAINT VINCENTS: Competing Bids for 2 Nursing Homes Due Sept. 14
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that St. Vincent Catholic Medical Centers will hold
auctions on Sept. 21 for two nursing homes in Brooklyn, the Holy
Family Home and the Bishop Mugavero Center for Geriatric Care.
Nursing home operators Kenneth Rozenberg and Daryl Hagler will buy
the 200-bed Holy Family for $16.88 million and the 288-bed
Mugavero for $30.12 million, absent higher and better bids.  Under
court-approved procedures, competing bids are due Sept. 14.  The
hearing to approve the sales is set for Oct. 7.

                            About SVCMC

Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/
-- was 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.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition 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.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt.  The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SELIM AMERICA: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Selim America Inc., a New York corporation
        725 S. Figueroa Street, Suite 3070
        Los Angeles, CA 90017

Bankruptcy Case No.: 10-45503

Chapter 11 Petition Date: August 23, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Monica Y. Kim, Esq.
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: myk@lnbrb.com

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

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by June Yong Kim, president.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Selim Textile, Inc.,                  10-45505            08/23/10

Debtor's List of seven Largest Unsecured Creditors:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
Selim Textile, Inc.                 Trade Debt         $53,000,000
725 S. Figueroa Street, Suite 3070
Los Angeles, CA 90017

Keystone Textile                    Trade Debt            $290,000
2541 S. Alameda Street
Los Angeles, CA 90058

Internal Revenue Service            2008 & 2009           $140,000
P.O. Box 21126
Philadelphia, PA 19114

New York State Dept of Tax/Finance  2008 & 2009            $74,000

Susan Kang                          Employee                $5,000

EYP Realty LLC                      Landlord                $4,673

Sang Hee Yoon                       Employee                $4,000


SMART ONLINE: Sells $100,000 Convertible Notes to Noteholders
-------------------------------------------------------------
Smart Online Inc. sold on Aug. 13, 2010, an additional convertible
secured subordinated note due Nov. 14, 2013, in the principal
amount of $100,000 to a current noteholder upon substantially the
same terms and conditions as the previously issued notes sold
between November 14, 2007, and July 1, 2010.

The Company said it is obligated to pay interest on the New Note
at an annualized rate of 8% payable in quarterly installments
commencing Nov. 13, 2010.  The Company said it is not permitted to
prepay the New Note without approval of the holders of at least a
majority of the aggregate principal amount of the Notes then
outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

                        About Smart Online

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides Web site consulting services, primarily
in the e-commerce retail industry products and services.

                          *     *     *

The Company's balance sheet at June 30, 2010, showed $1.05 million
in total assets, $17.84 million in total liabilities, and a
$16.78 million stockholders' deficit.  Stockholders' deficit was
$16.31 million at March 31.


SPHERIS INC: Settlement With MedQuist Approved
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Spheris Inc. received approval of a settlement of a
$21.3 million disputed claim asserted by MedQuist Inc.  The
settlement gives MedQuist a $750,000 administrative claim that
must be paid in full under Spheris' liquidating Chapter 11 plan.

According to the report, the settlement opens the door to approval
of the liquidating Chapter 11 plan at a confirmation hearing
scheduled for August 26.  Under the plan, unsecured creditors and
holders of senior subordinated notes may recover up to 23% of
their allowed claims.

                         About Spheris Inc.

Headquartered in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- provides clinical documentation
technology and services.  Spheris Inc., along with five
affiliates, filed for Chapter 11 bankruptcy protection on Feb. 3,
2010 (Bankr. D. Del. Case No. 10-10352).  Attorneys at Young
Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher LLP
represent the Debtors in their Chapter 11 effort.  Jefferies &
Company serves as financial advisors to the Debtors.  Attorneys at
Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as
counsel to the prepetition and DIP lenders.  Garden City Group
Inc. is claims and notice agent.  Spheris estimated $50 million to
$100 million in assets and $100 million to $500 million in debts
in its petition.

The estate of Spheris Inc. is now formally named SP Wind Down Inc.
following the sale of its assets in April 2009.  CBay Inc.'s
MedQuist Inc. purchased Spheris' domestic business for $98.8
million.


SUCCESSOR BORROWER: Marianne O'Toole Appointed Chapter 11 Trustee
-----------------------------------------------------------------
WestLaw reports that a six-sentence application by the Acting
United States Trustee for court approval, as a Chapter 11 trustee,
of an individual who lived hundreds of miles from the courthouse
and who, to best of the court's knowledge, had never served as a
trustee nor appeared in any case filed in that judicial district,
was woefully lacking in the information that the court needed to
conduct a deliberative review of the proposed appointment.  While
the application indicated that the individual had been selected in
consultation with creditors, it provided no information as to the
results of that consultation or whether creditors supported the
appointment, provided no details as to the individual's
qualifications to serve as a trustee, and did not explain what
considerations motivated the U.S. Trustee to select, as a
prospective trustee, an individual who lived hundreds of miles
away and whose appointment would necessitate additional, and
perhaps substantial, transportation costs for the estate.  In re
Successor Borrower Services, LLC, --- B.R. ----, 2010 WL 3155816
(Bankr. W.D.N.Y.) (Bucki, C.J.).

At the behest of the U.S. Trustee and a creditor, Chief Judge
Bucki found cause under 11 U.S.C. Sec. 1104(a) for appointment of
a chapter 11 trustee in the Debtor's case.  "[C]onstantly mindful
of the need for economy in the administration of bankruptcy
cases," Chief Judge Bucki says in his ruling dated Aug. 4, 2010,
that he doesn't see eye-to-eye with the U.S. Trustee's about the
individual to fill that role.

Following this decision, the U.S. Trustee presented Chief Judge
Bucki with an Application to appoint:

         Marianne T. O'Toole, Esq.
         Marianne T. O'Toole, LLC
         20 Valley Road, Suite 1
         Katonah, NY 10536
         Telephone: 914-232-1511
         E-mail: motoole@otoolegroup.com

as the Chapter 11 Trustee, and Chief Judge Bucki approved that
request at a hearing on Aug. 10, 2010.

From 1993 to 2002, Ms. O'Toole served as an Assistant United
States Attorney for the Southern District of New York.  During her
tenure with the United States Attorney's Office, Ms. O'Toole
represented the United States and its agencies in all phases of
civil litigation, including trials and appeals in both federal and
state court.  She was responsible for a range of cases involving
commercial law, tax, bankruptcy, fair housing, employment law,
constitutional law, environmental law, and tort law.

Between 2000 and 2002, Ms. O'Toole served as Chief of the Tax and
Bankruptcy Unit within the Civil Division of the United States
Attorney's Office for the Southern District of New York.  In that
capacity, she supervised and handled hundreds of bankruptcy cases
on behalf of the United States of America and its agency in the
United States Bankruptcy Court for the Southern District of New
York.  These cases included Nextwave, Enron, Global Crossing, and
Leslie Fay.  In 2000 and 2001, Ms. O'Toole was selected as a
member of the Strategic Planning Committee of the United States
Bankruptcy Court for the Southern District of New York.

Prior to joining the United States Attorney's Office, Ms. O'Toole
was a law clerk to the Honorable Charles L. Brieant, then Chief
Judge for the United States District Court for the Southern
District of New York.  Ms. O'Toole has practiced law in New York
since 1989 when she was an associate at Chadbourne & Parke.  She
received her J.D. in 1989 from Pace University School of Law,
where she was Managing Editor of the Law Review.

Ms. O'Toole is represented in the Debtor's case by:

         Rachael E. Dioguardi, Esq.
         Ronald J. Friedman, Esq.
         SilvermanAcampora LLP
         100 Jericho Quadrangle, Suite 300
         Jericho, NY 11753
         Telephone: 516-479-6300
         E-mail: RDioguardi@SilvermanAcampora.com
                 RFriedman@SilvermanAcampora.com

Successor Borrower Services, LLC, based in Buffalo, N.Y., sought
Chapter 11 protection (Bankr. W.D.N.Y. Case No. 09-13505) on
July 29, 2009.  At the time of the filing, the Debtor
disclosed $3,509,526 in assets and $13,430,312 in liabilities.


SUPERIOR BANCORP: Defers Payment on Trust Preferred Shares
----------------------------------------------------------
Consistent with its previously announced capital optimization
plan, Superior Bancorp has deferred regularly scheduled interest
payments on all issues of its junior subordinated notes relating
to its five different issues of trust preferred securities
aggregating $122 million in principal amount currently
outstanding.  This action has no impact on the operation of
Superior Bank, the Company's principal subsidiary.  During the
deferral period, the respective trusts will likewise suspend the
declaration and payment of dividends on the trust preferred
securities.  The terms of the junior subordinated notes and the
related documents governing the respective issues of trust
preferred securities contemplate the possibility of such deferrals
and allow the Company to defer payments without default or
penalty.  The deferrals are for up to five years.

So long as interest is deferred on the junior subordinated notes
and corresponding distributions are deferred on the trust
preferred securities, interest will continue to accrue on the
junior subordinated notes, and that deferred interest will also
accrue interest.  The Company may terminate the deferrals and
resume payments at any time.  Upon the termination or expiration
of the deferrals, all accrued and unpaid interest will be due and
payable on the junior subordinated notes, and a corresponding
amount of distributions will be payable on the trust preferred
securities.

Also, during the deferral periods, the Company may not, among
other things and with limited exceptions, pay cash dividends on or
repurchase its common stock or preferred stock nor make any
payment on outstanding debt obligations that rank equally with or
junior to the junior subordinated notes.  Accordingly, the Company
has also suspended the cash payment of dividends on its preferred
stock aggregating $11 million in principal amount currently
outstanding.

The Company estimates that the deferral of interest payments on
the junior subordinated notes and the suspension of cash dividends
on the preferred stock will preserve approximately $7 million per
year in cash flow.

Superior Bancorp is a Delaware-chartered nondiversified unitary
savings and loan holding company headquartered in Birmingham,
Alabama.  Superior Bancorp offers a broad range of banking and
related services in Alabama and Florida through Superior Bank, its
principal subsidiary.  Superior Bancorp's balance sheet shoed
$3.3 billion in assets and $3.2 billion in liabilities at June 30,
2009.


SUSPECT DETECTION: Posts $85,100 Net Loss in June 30 Quarter
------------------------------------------------------------
Suspect Detection Systems Inc. filed its quarterly report on Form
10-Q, reporting a net loss of $85,080 on $717,403 of revenue for
the three months ended June 30, 2010, compared with a net loss of
$98,331 on $254,759 of revenue for the same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
$2.0 million in total assets, $848,235 in total liabilities, and
stockholders' equity of $1.1 million.

As reported in the Troubled Company Reporter on April 22, 2010,
Davis Accounting Group P.C., in Cedar City, Utah, 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 not established sufficient
sources of revenue to cover its operating costs and expenses.

In its latest 10-Q, the company discloses that as of June 30,
2010, it had an accumulated deficit of approximately $1.6 million.

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

               http://researcharchives.com/t/s?6a12

                     About Suspect Detention

Based in Jerusalem, Israel, Suspect Detection Systems Inc. was
incorporated in the State of Delaware on October 5, 2006.  SDS
specializes in the development and application of proprietary
technologies for law enforcement and border control, including
counter terrorism efforts, immigration control and drug
enforcement, as well as human resource management, asset
management and the transportation sector.


TAYLOR BEAN: Creditors Committee Seeks National Union Documents
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Official Committee of Unsecured Creditors for
Taylor Bean & Whitaker Mortgage Corp. seeks bankruptcy court
permission to conduct an investigation of National Union Fire
Insurance Co. of Pittsburgh, Pa., the provider of $5 million in
officers' and directors' liability insurance coverage to the
Debtor.

According to the report, the Committee says that Taylor Bean has
claims of its own under the policy to cover the cost of
governmental investigations.  The Committee believes National
Union, a subsidiary of American International Group Inc., intends
to pay the claims of individual officers and directors before the
company's claims.

The Committee's F.R.B.P. Rule 2004 motion is scheduled for hearing
on Sept. 10.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean filed for Chapter 11 bankruptcy protection August 24
(Bankr. M.D. Fla. Case No. 09-07047).  Taylor Bean filed for
Chapter 11 three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities, according to its bankruptcy petition.

Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Florida, represents the Debtor.  Troutman
Sanders LLP is special counsel.  BMC Group, Inc., serves as claims
agent.


TRICO MARINE: Case Summary & 40 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Trico Marine Services, Inc.
        10001 Woodlock Forest Drive, Suite 610
        The Woodlands
        Texas, TX 77380

Bankruptcy Case No.: 10-12653

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                 Case No.
     ------                                 --------
     Trico Marine Assets, Inc.              10-12648
     Trico Marine Operators, Inc.           10-12649
     Trico Marine International, Inc.       10-12650
     Trico Marine Cayman, L.P.              10-12651
     Trico Holdco, LLC                      10-12652

Type of Business: Trico Marine Services, Inc., is an integrated
                  provider of subsea services, subsea trenching
                  and protection services, and towing and supply
                  vessels.  Web site: http://www.tricomarine.com

Chapter 11 Petition Date: August 25, 2010

Bankruptcy Court: U.S. Bankruptcy Court
                  District of Delaware

Debtors' Counsel: John E. Mitchell, Esq.
                  Angela B. Degeyter, Esq.
                  VINSON & ELKINS LLP
                  Trammell Crow Center
                  2001 Ross Avenue, Suite 3700
                  Dallas, TX 75201
                  Phone: (214) 220-7700
                  Fax: (214) 220-7716
                  Web site: http://www.velaw.com

                  Harry A. Perrin, Esq.
                  VINSON & ELKINS LLP
                  First City Tower
                  1001 Fannin Street, Suite 2500
                  Houston, TX 77002-6760
                  Tel: (713) 758-2222
                  Fax: (713) 758-2346
                  Web site: http://www.velaw.com

Debtors'
Delaware
Counsel:          Robert J. Dehney, Esq.
                  MORRIS, NICHOLS, ARSHT & TUNNELL LLP
                  1201 N. Market Street
                  P.O. Box 1347
                  Wilmington, DE 19899-1347
                  Tel: (302) 658-9200
                  Fax: (302) 658-3989

Debtor's Special
Counsel:          CAHILL GORDON & REINDELL LLP

Debtor's
Delaware
Counsel:          MORRIS, NICHOLS, ARSHT & TUNNELL LLP

Debtor's Chief
Restructuring
Officer:          ALIX PARTNERS SERVICES, LLC

Debtors' Claims
& Notice Agent:   EPIQ BANKRUPTCY SOLUTIONS

Total Assets:  $30,562,681

Total Debts: $353,606,467

The petition was signed by John Castellano, authorized officer.

Debtor's List of 40 Largest Unsecured Creditors:

  Entity/Person                 Nature of Claim    Claim Amount
  -------------                 ---------------    ------------
Deutsche Bank National Trust    Guarantee          $400,000,000
Company
222 South Riverside Plaza
Chicago, IL 60606-5808


Wells Fargo Bank, National      Debentures         $152,725,000
Association
1445 Ross Avenue - 2nd Floor
Dallas, TX 75202-2812

Credit Suisse Energy LLC        Trade Debt          $36,905,023
Eleven Madison Avenue
10th Floor
New York, New York
10010

Joseph S. Compofelice           Employment           $2,400,000
                                Agreement

Rishi Varma                     Employment             $700,000
                                Agreement

Converteam, Inc.                Trade Debt             $665,256

Astoundry, Inc.                 Trade Debt             $311,943

Tectura Corporation             Trade Debt             $203,514

Discovery Group, Inc.           Trade Debt             $184,327

Gleacher & Company              Trade Debt             $143,797
Securities, Inc.

GE Capital Corporation          Trade Debt              $90,826

International Specialist, Inc.  Trade Debt              $55,069

Advance Logistics, LLC          Trade Debt              $50,323

Winston & Strawn LLP            Trade Debt              $40,797

Maxwell Drummond International  Trade Debt              $39,600

Delaware Secretary of State     Trade Debt              $36,000

Light 125 James West LLC        Trade Debt              $33,120

Seasupplier, Ltd.               Trade Debt              $28,486

Laporte, Sehrt, Romig           Trade Debt              $23,604

Broadridge                      Trade Debt              $22,582

Grant Thornton LLP              Trade Debt              $21,200

LRN Corporation                 Trade Debt              $19,780

CD Language Solutions, Inc.     Trade Debt              $17,751

Amarchand Mangaldas             Trade Debt              $17,200

Bluecross Blueshield            Trade Debt              $16,394

Fire Protection Ser., Inc.      Trade Debt              $13,905

Leblanc & Associates, Inc.      Trade Debt              $13,489

Maritima Consulting Services    Trade Debt              $13,412

Executive Coaching &            Trade Debt              $12,500
Consulting

Fugro Chance, Inc.              Trade Debt              $10,370

A T & T Mobility                Trade Debt              $10,215

Jones, Walker, Waechter         Trade Debt              $10,213

Thrust Matter of Texas Inc.     Trade Debt              $10,039

KMPG Professional Services      Trade Debt               $9,952

EMT Electronics, Inc.           Trade Debt               $9,757

A T & T                         Trade Debt               $9,738

Aluko & Oyebode                 Trade Debt               $7,217

Zeno Imaging                    Trade Debt               $7,125

Power Specialties, Inc.         Trade Debt               $6,727

A T & T                         Trade Debt               $6,534

Meltwater News, Inc.            Trade Debt               $6,495


VALLEY BUILDING: Trustee Loses Bid to Avoid Attorney's Fees
-----------------------------------------------------------
WestLaw reports that a Chapter 7 trustee failed to establish that
a debtor acted with actual intent to defraud, hinder, or delay
creditors in making challenged payments to an attorney, as
required to establish claims for actual fraudulent transfer under
the Bankruptcy Code and the Pennsylvania Uniform Fraudulent
Transfer Act.  The trustee showed that the debtor was insolvent
when the payments were made, but did not establish any other
badges of fraud favoring a finding of actual intent.  Although the
trustee contended that the payments were for legal services that
were provided to the debtor's principals as individuals, rather
than the debtor, and the attorney addressed his invoices to one of
the debtor's principals, the attorney gave a credible explanation
for doing so, and also testified that he never did legal work for
the debtor's principals as individuals.  In re Valley Bldg. &
Const. Corp., --- B.R. ----, 2010 WL 3074387 (Bankr. E.D. Pa.)
(Fitzsimon, J.).

Valley Buiulding & Construction Corp. filed a Voluntary Chapter 7
Petition (Bankr. E.D. Pa. Case No. 06-16119) on Dec. 28, 2006,
because its business was negatively impacted by the downturn in
the housing market.  Howard Glassman, the Chapter 7 Trustee, sued
(Bankr. E.D. Pa. Adv. Pro. No. 08-0080) William O'Brian, Esq., to
avoid the debtor's payment of certain legal fees.  The Honorable
Jean K. Fitzsimon concluded that the Trustee did not carry his
burden to establish actual or constructive fraud under 11 U.S.C.
Sec. 548 or the PUFTA.


VISTEON CORP: Committee Says Retiree Order Not Applicable to UAW
----------------------------------------------------------------
As reported in the TCR on August 19, the International Union,
United Automobile, Aerospace and Agricultural Implement Workers of
America filed a motion asking U.S. Bankruptcy Judge Christopher
Sontchi to compel Visteon Corp. and its units:

  (a) to make "other post-employment benefits" payments
      retroactive to when those benefits were terminated on
      May 1, 2010; and

  (b) to continue making those payments in the future,

in accordance with the July 2010 ruling of the Third Circuit
Court of Appeals for the reinstatement of those benefits.

The Official Committee of Unsecured Creditors objects, contending
that the Third Circuit's Opinion and Judgment on the reinstatement
of Visteon Corp. retiree benefits is not applicable to UAW-
represented retirees who waived their right to challenge the
Bankruptcy Court's OPB Order by failing to appeal.  The Committee
asserts that the Third Circuit Judgment only applies to IUE-CWA
and its represented retirees on whose behalf an appeal was
prosecuted.

On behalf of UAW, Bruce S. Levine, Esq., at Cohen, Weiss and Simon
LLP, in New York, responded, insisting that the Third Circuit's
decision applies to all retirees, including those represented by
UAW.  Mr. Levine contends that the Third Circuit decision is
unambiguous in that (1) the Debtors are required to take whatever
action is necessary to immediately restore all terminated or
modified benefits to their pre-termination/modification levels;
and that (2) the Bankruptcy Court is directed not to permit any
future termination or modification of the benefits except through
compliance with the procedures set forth in Section 1114.

On the Debtors' behalf, James E. O'Neill, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, is arguing that
the UAW's waived its "due process" argument by raising it for
first time in its reply.  Mr. O'Neill further asserts that the
UAW's "due process" argument is without merit for these reasons:

  (a) The UAW has not moved to reopen the Bankruptcy Court's
      judgment and, contrary to the UAW's argument, Rule 60(b)
      of the Federal Rule of Civil Procedure does not
      automatically extinguish a judgment against a party who
      decided to forego an appeal once another party obtains a
      successful decision on appeal;

  (b) The Third Circuit did not hold or even suggest that the
      Bankruptcy Court's order authorizing the Debtors to
      terminate OPEB was void or in violation of due process;
      and

  (c) None of the cases cited in the UAW's reply hold that error
      in entering the original order renders the order void as
      against parties who did not appeal.

                         *      *     *

A hearing on the UAW's request was held on August 17, 2010.
Counsel to the UAW has been directed to submit proposed orders
under certification.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany.  It has facilities
in 27 countries and employs roughly 35,500 people.  The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
effort.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Court Rejects Official Retiree Committee
------------------------------------------------------
As reported in the TCR on August 19, Robert Dudon, Michael Jarema
III, Miriam Rosario, William Shillingford, Julio Soto, Dean
Turner, Ronald Young and Thomas Zurek, on behalf of themselves and
all other similarly situated salaried retirees of Visteon
Corporation and its affiliated debtor entities, are asking U.S.
Bankruptcy Judge Christopher Sontchi to:

  (a) authorize and instruct the U.S. Trustee for the District
      of Delaware to immediately appoint an Official Retiree
4     Committee;

  (b) order immediate reinstatement of all retiree benefits
      terminated outside of Section 1114 of the Bankruptcy Code;
      and

  (c) order the Debtors to cooperate in the determination of
      their allowed administrative expense claims.

In December 2009, the U.S. Bankruptcy Court for the District of
Delaware authorized the Debtors to terminate retiree benefits
pursuant to Section 363 of the Bankruptcy Code.  The Bankruptcy
Court's granting of the 363 Motion and the U.S. District Court for
the District of Delaware's affirmation of that decision were
reversed by the July 13 Third Circuit ruling.  In relevant part,
the Third Circuit Judgment states that the District Court will
direct the Bankruptcy Court (i) to order the Debtors to take
whatever action is necessary to immediately restore all terminated
or modified benefits to their pre-termination or modification
levels, and (ii) to prohibit any future termination of
modification of the benefits except through compliance with the
procedures set forth under Section 1114.

Responding to the Retiree Committee Motion, the Debtors refute the
Salaried Retirees' contention that the Third Circuit's Opinion and
Judgment requires them to reinstate the Salaried Retirees'
benefits.  The Debtors clarify that the Third Circuit's Opinion
and Judgment did not address or decide the Salaried Retirees'
rights to retirement benefits.

Similar to the Debtors' stand, the Official Committee of
Unsecured Creditors asserts that the Third Circuit ruling on the
reinstatement of benefits to Visteon Corp. retirees is not
applicable to Salaried Retirees who waived their right to
challenge the Bankruptcy Court's OPEB Order by failing to appeal.

The Creditors' Committee avers that the Third Circuit ruling only
applies to the IUE-CWA and the retirees it represents on whose
behalf the appeal was prosecuted.

Moreover, the Creditors Committee maintains, the Salaried
Retirees have not shown that they are not adequately represented
in the Debtors' Chapter 11 cases.

The Creditors Committee points out that an ad hoc group of
salaried retirees has been active throughout the proceedings, and
counsel to the Salaried Retirees has demonstrated that the
Salaried Retirees have able representation of their interest in
the Debtors' cases going forward.

                   U.S. Trustee's Statement

Roberta A. DeAngelis, the U.S. Trustee for Region 3, asks Judge
Sontchi to issue an order directing the Debtors to comply with
their obligations under Section 1114.

Section 1114 of the Bankruptcy Code states that, "the court, upon
a motion by any party in interest, and after notice and a
hearing, shall order the appointment of a committee of retired
employees if the debtor seeks to modify or not pay the retiree
benefits or if the court otherwise determines that it is
appropriate, to serve as the authorized representative, under
this section, of those persons receiving any retiree benefits not
covered by a collective bargaining agreement.  The United States
trustee shall appoint any such committee."

The Debtors' stated intention is to continue to seek to modify
certain retiree benefits, the U.S. Trustee notes.

Thus, the U.S. Trustee maintains, in accordance with the July 13
Third Circuit ruling, the Debtors must comply with the Section
1114 procedures in the modification of any retiree benefits.

                        *     *     *

Judge Sontchi has rejected the request for an official retiree
committee appointment to represent the interests of salaried
retirees, according to an August 17 report by the Associated
Press.

The Court opined that such appointment can possibly delay the
plan process schedule of Visteon Corp., which includes an
Aug. 31, 2010 confirmation hearing date.  "I have grave concerns
about derailing the confirmation process in this case," AP quoted
Judge Sontchi as saying.  "I have grave concerns about keeping
this company in bankruptcy longer than absolutely necessary."

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany.  It has facilities
in 27 countries and employs roughly 35,500 people.  The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
effort.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Has Access to Cash Collateral Until October 20
------------------------------------------------------------
U.S. Bankruptcy Judge Christopher Sontchi entered his seventeenth
supplemental interim order, authorizing Visteon Corp.'s continued
use of cash collateral through October 20, 2010.

The Debtors' use of the Cash Collateral will be subject to
compliance of a prepared budget for the 13-week period ending on
September 10, 2010, a copy of which is available for free at:

    http://bankrupt.com/misc/Visteon_17thBudget910.pdf

A final hearing will be held on September 16, 2010.  Objections
must be filed no later than September 10.

A full-text copy of the 17th Supplemental Cash Collateral Order
is available for free at:

     http://bankrupt.com/misc/Visteon_17thCashCollOrd.pdf

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany.  It has facilities
in 27 countries and employs roughly 35,500 people.  The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
effort.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Ordered by Bankr. Court to Restore Retiree Benefits
-----------------------------------------------------------------
Bankruptcy Judge Christopher S. Sontchi for the District of
Delaware directed Visteon Corporation and its debtor affiliates
to restore health-care and life-insurance benefits to thousands
of the Company's retired workers.

Judge Sontchi made his remark just before the August 17, 2010
hearing on the request of union-represented Visteon retirees to
compel Visteon for a reinstatement of the retiree benefits,
according to the Associated Press.

The Unions -- the IUE-CWA, Industrial Division of the
Communications Workers of America, AFL-CIO, CLC, and the
International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America -- on behalf of Visteon
retirees, specifically sought the retroactive reinstatement of
the retiree benefits to when those benefits were terminated on
May 21, 2010.

At the August 17 hearing, Judge Sontchi said he wanted a
"seamless continuation" of benefits for retirees from salaried
positions, as well as retirees represented by unions, Peg
Brickley of The Wall Street Journal reports.

In December 2009, the Bankruptcy Court authorized the termination
of certain post-employment benefits provided under the Visteon
Corporation Health and Welfare Program for Salaried Employees;
the Visteon Systems, LLC Health and Welfare Benefit Plan for
Hourly Employees at Connersville and Bedford Location; the
Visteon Systems, LLC Health and Welfare Benefit Plan for Hourly
Employees at North Pennsylvania location; and the Visteon
Caribbean, Inc. Employee Group Insurance Plan.

The IUE-CWA took an appeal of the original OPEB Termination Order
to the U.S. Bankruptcy Court for the District of Delaware.  The
District Court subsequently affirmed the Bankruptcy Court's
decision.  The IUE-CWA thus took a further appeal to the Third
Circuit Court of Appeals.

The Third Circuit reversed the District Court's ruling on
July 13, 2010.  The Third Circuit specifically ordered the
District Court to direct the Bankruptcy Court (i) to order the
Debtors to take whatever action is necessary to immediately
restore all terminated or modified benefits to their pre-
termination or modification levels, and (ii) to prohibit any
future termination of modification of the benefits except through
compliance with the procedures set forth under Section 1114 of
the Bankruptcy Code.

In light of the Third Circuit ruling, Visteon agreed to reinstate
benefits only to IUE-CWA-represented retirees, arguing that the
UAW forfeited its rights for entitlement to the retiree benefits
when it did not assert an appeal to the original Bankruptcy Court
Order on the Benefits Termination Motion.

Judge Sontchi rejected Visteon's position at the August 17
hearing, saying that he felt "strongly" that all Visteon retirees
should get their benefits back, in line with the Third Circuit's
decision, The Wall Street Journal relates.

About 2,000 retirees are represented by IUE-CWA while 4,500
retirees either are represented by UAW or are non-union retirees
from salaried position, The Wall Street Journal cites.

Moreover, Judge Sontchi said, "There needs to be no period by
which these people are not covered retroactively," according to
WSJ.

AP also relates the Judge Sontchi's recent decision comes in
light of a rehearing requested by Visteon of the benefits
reinstatement that was consequently denied by the Third Circuit.

As widely reported, however, the Bankruptcy Court has off giving
an opinion on "how" and "when" Visteon is to restore and
reinstatement the subject retiree benefits.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany.  It has facilities
in 27 countries and employs roughly 35,500 people.  The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
effort.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Plan Confirmation Hearing Reset to August 31
----------------------------------------------------------
The hearing date reserved to consider confirmation of the Fourth
Amended Joint Plan of Reorganization of Visteon Corporation and
its debtor affiliates has been reset to August 31, 2010, at
9:30 a.m. prevailing Eastern Time.

The confirmation hearing is set to be held before Judge
Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware.

The confirmation hearing was previously slated for August 25,
2010.

The Bankruptcy Court has reserved September 2 and 3 as additional
confirmation hearing dates, if necessary.

Visteon's voting agent has filed an affidavit in Court,
certifying that majority of the Company's voting creditors voted
to accept the Plan.

Visteon earlier reported to the Court that certain of its
unsecured noteholders have raised more tan $1 billion to fund the
rights offering contemplated under the Plan.  The Company also
noted that it has obtained support from the term loan lenders of
its Plan.  The Company is also close to finalizing an exit
facility for its anticipated emergence from bankruptcy.

Among the issues expected to be taken up at the confirmation
hearing is the matter on whether Visteon has the right to
terminate or cancel retiree benefits post-bankruptcy.  Judge
Sontchi however has stated that after bankruptcy, the Court would
have no jurisdiction over those benefits, according to Bloomberg
News.

              Creditors Overwhelmingly Support Plan

Christopher R. Schepper, director of Corporate Restructuring
Services employed by Kurtzman Carson Consultants LLC, the voting
agent, said the Plan got overwhelming support by each class of
claims and interests entitled to vote on the Plan.

Holders of Term Loan Claims voted 98% in amount to accept the
Plan.  Holders of senior notes claims voted 99% to 100% in amount
to accept the Plan.

Holders of interests in Visteon Corp. voted 75% in amount to
accept the Plan.

                    Visteon Corporation, et al.
                      Special Voting Classes
                        Tabulation Summary

                                 Total Ballots Counted
                    --------------------------------------------------
                                 Accept                  Reject
                    -------------------------   ----------------------
                          Amount       Number       Amount      Number
                    -----------------  ------   --------------- ------
Class E
Term Loan           $1,450,237,379.94    145     $20,000,000.00    1
Facility Claims            98.62%       99.31%        1.38%      0.69%
                     -----------------  ------   --------------- ------
Class F
7.00% Senior Notes    $606,195,726.00    278      $3,472,000      13
Claims and 8.25%           99.43%       95.53%        0.57%      4.47%
Senior Notes Claims
                     -----------------  ------   --------------- ------
Class G
12.25% Senior Notes   $168,784,000.00     45            $00.00     0
Claims                    100.00%      100.00%           0%        0%
                     -----------------  ------   --------------- ------
Class J
Interests in            46,074,819.19    n/a     14,731,268.98     n/a
Visteon Corp.             75.77%                      24.23%
                     -----------------  ------   --------------- ------

Epiq Financial Balloting Group, LLC, was appointed as Special
Voting Agent to the Debtors to solicit, receive and tabulate
votes for holders of Debt Securities in Class E, Class F, Class
G, and Class J.  Similar to KCC, FGB prepared a summary of the
voting results for the Special Voting Classes, as well as a
report of the Ballots for Special Voting Classes that were not
included in the tabulation.

Certain Ballots were not included in the tabulation because they
did not satisfy the requirements for a valid Ballot as the
ballots either (i) did not indicate an acceptance or rejection of
the Plan; (ii) was submitted after the Voting Deadline; or (iii)
was submitted by a party that does not have a claim or did not
hold a claim as of the Voting Record Date.

A list of the Unacceptable Ballots is available for free at:

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

                  Plan Confirmation Objections

Various parties have submitted objections to confirmation of the
Plan.  Some of the objectors have dropped their objections.

Mark Taub, on behalf of himself and all other retail shareholders,
employees, who may own Visteon stock that are being
disenfranchised by Visteon's current Plan, asserted in an
August 15, 2010 letter to the Court that the Debtors' proposed
Plan is unconfirmable because it violates Section 1129(a)(7) of
the Bankruptcy Code.

Arkema Inc. asks the Court to deny assumption of any of its
agreements with the Debtors and deny confirmation of the Plan to
the extent that it would result in assumption of a purported
contract or purchase order or in the alternative, order payment
of $210,094 to cure defaults.  Arkema complains that the Plan (i)
improperly list "All Contracts" or "Purchase Orders" for
assumption without delineating the actual contracts or purchase
orders, if any, the Debtors seek to assume; (ii) improperly seeks
to assume contracts that are not executory; and (iii) provides an
improper cure amount.

Parties that withdrew their objections include Fulcrum Credit
Partners, LLC, the Missouri Department of Revenue, the Tennessee
Department of Revenue, and the state of Michigan Department of
Treasury.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany.  It has facilities
in 27 countries and employs roughly 35,500 people.  The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
effort.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WINDMILL DURANGO: Does Not Consent to Use of Cash Collateral
------------------------------------------------------------
Windmill Durango Office, LLC's secured creditor, Beal Bank Nevada,
has informed the U.S. Bankruptcy Court for the District of Nevada
that it does not consent to the Debtor's use of cash collateral.

The Debtor hasn't filed a motion seeking court authorization on
the use of cash collateral.

Beal Bank is represented by Sylvester & Polednak, Ltd.

Las Vegas, Nevada-based Windmill Durango Office, LLC, filed for
Chapter 11 protection on August 17, 2010 (Bankr. D. Nev. Case No.
10-25594).  Zachariah Larson, Esq., at Larson & Stephens, assists
the Debtor in its restructuring effort.  According to its
schedules, the Debtor disclosed $21,389,775 in total assets and
$16,768,000 in total liabilities.

Affiliates Windmill Durango Op, LLC (Bankr. D. Nev. Case No. 10-
18058) and Windmill Durango Retail, LLC (Bankr. D. Nev. Case No.
10-18056) on May 3, 2010.


WINDMILL DURANGO: Section 341(a) Meeting Scheduled for Oct. 7
-------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Windmill
Durango Office, LLC's creditors on October 7, 2010, at 2:00 p.m.,
at 300 Las Vegas Blvd., South, Room 1500, Las Vegas, NV 89101.

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

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

Las Vegas, Nevada-based Windmill Durango Office, LLC, filed for
Chapter 11 protection on August 17, 2010 (Bankr. D. Nev. Case No.
10-25594).  Zachariah Larson, Esq., at Larson & Stephens, assists
the Debtor in its restructuring effort.  According to its
schedules, the Debtor disclosed $21,389,775 in total assets and
$16,768,000 in total liabilities.

Affiliates Windmill Durango Op, LLC (Bankr. D. Nev. Case No. 10-
18058) and Windmill Durango Retail, LLC (Bankr. D. Nev. Case No.
10-18056) on May 3, 2010.


WORKSTREAM INC: Thomas Akin, Talkot Capital Report Equity Stake
---------------------------------------------------------------
Thomas B. Akin and Talkot Capital, LLC, in Sausalito, California,
report that as of August 13, 2010:

     -- the Thomas B. Akin IRA may be deemed to own 39,588,717
        shares or roughly 4.9% of the common stock of Workstream
        Inc.; and

     -- Talkot Fund LP may be deemed to own 62,797,932 -- or
        roughly 7.7% -- of the Workstream shares.

Thomas B. Akin IRA originally invested $1 million in the Company
on August 3, 2007 to acquire (i) 800,000 Special Warrants
convertible into 800,000 Shares of the Company at a conversion
rate of $1.25 per share and (ii) additional Warrants to purchase
200,000 Shares at an exercise price of $1.40 per share.

Talkot Fund, L.P. originally invested $2 million in the Company on
August 3, 2007 to acquire (i) 1.6 million Special Warrants
convertible into 1,600,000 Shares of the Company at a conversion
rate of $1.25 per share and (ii) additional Warrants to purchase
400,000 Shares at an exercise price of $1.40 per share.

On August 29, 2008, Thomas B. Akin IRA entered into an Exchange
Agreement with respect to the Special Warrants pursuant to which,
among other things, Thomas B. Akin IRA exchanged the Special
Warrants for a Senior Secured Note in the original principal
amount equal to the original purchase price of the Special Warrant
(i.e. $1,000,000).  In addition, Thomas B. Akin IRA exchanged the
additional Warrants held by him for a new Warrant exercisable for
the same number of Shares at an exercise price of $0.25 per share.

On August 29, 2008, Talkot Fund, L.P. entered into an Exchange
Agreement with respect to the Special Warrants pursuant to which,
among other things, Talkot Fund, L.P. exchanged the Special
Warrants for a Senior Secured Note in the original principal
amount equal to the original purchase price of the Special Warrant
(i.e. $2,000,000).  In addition, Talkot Fund, L.P. exchanged the
additional Warrants held by them for a new Warrant exercisable for
the same number of Shares at an exercise price of $0.25 per share.

On December 11, 2009, Akin et al. entered into a second Exchange
Agreement with the Company with respect to the Senior Secured Note
pursuant to which, among other things, that Senior Secured Note
was exchanged for (i) a replacement Senior Secured Non-Convertible
Note, (ii) a Senior Secured Convertible Note that was convertible
into the Company's Shares at a conversion price of $0.25, and
(iii) a Senior Secured Convertible Note that was convertible into
the Company's Shares at a conversion price of $0.10.  The
aggregate principal amount of all of the Notes issued pursuant to
the second Exchange Agreement was equal to the amount of principal
and accrued interest outstanding under the Senior Secured Note
that was exchanged.

On August 13, 2010, Thomas B. Akin IRA entered into an Exchange
and Share Purchase Agreement with the Company pursuant to which,
among other things, Thomas B. Akin IRA exchanged his existing
Senior Secured Non-Convertible Notes and Senior Secured
Convertible Notes for a total of 37,059,634 Shares.  In addition,
Thomas B. Akin IRA also purchased from the Company 2,529,083
Shares for total cash consideration of $50,000, using personal
funds.

On August 13, 2010, Talkot Fund, L.P. entered into an Exchange and
Share Purchase Agreement with the Company pursuant to which, among
other things, Talkot Fund, L.P. exchanged their existing Senior
Secured Non-Convertible Notes and Senior Secured Convertible Notes
for a total of 56,497,757 Shares.  In addition, Talkot Fund, L.P.
also purchased from the Company 3,793,624 Shares for total cash
consideration of $75,000, using working capital from Talkot Fund,
L.P.

                       About Workstream Inc.

Maitland, Fla.-based Workstream Inc. (OTC BB: WSTM) --
http://www.workstreaminc.com/-- provides enterprise workforce
management solutions and services that help companies manage their
human capital management function.

According to the Troubled Company Reporter on April 21, 2010,
Workstream Inc. filed on April 14, 2010, its quarterly report on
Form 10-Q for the three months ended February 28, 2010.  The
Company's balance sheet at February 28, 2010, showed $14,564,794
in assets, $30,051,615 in debts, and a stockholders' deficit of
$15,486,821.

In its April 2010 10-Q report, the Company said its ability to
continue as a going concern depends upon its ability to
successfully refinance $21.6 million of its senior secured notes
payable, including accrued interest thereon, generate positive
cash flows from operations and obtain sufficient additional
financing, if necessary.  The Notes went into default on May 22,
2009 due to the Company's suspension of trading on the NASDAQ
Stock Market as a result of its shareholders' deficit.  The Notes
were restructured on December 11, 2009.


WORKSTREAM INC: Two Officers Report Equity Stake
------------------------------------------------
Workstream Inc.'s chief operations officer David Kennedy reports
holding 6,322,707 shares of the company's common stock as of
August 13.  He directly owns those shares.

Workstream's corporate development officer Ezra Schneier reports
holding 6,322,707 shares of the company's common stock as of
August 13.  He directly owns those shares.

                       About Workstream Inc.

Maitland, Fla.-based Workstream Inc. (OTC BB: WSTM) --
http://www.workstreaminc.com/-- provides enterprise workforce
management solutions and services that help companies manage their
human capital management function.

According to the Troubled Company Reporter on April 21, 2010,
Workstream Inc. filed on April 14, 2010, its quarterly report on
Form 10-Q for the three months ended February 28, 2010.  The
Company's balance sheet at February 28, 2010, showed $14,564,794
in assets, $30,051,615 in debts, and a stockholders' deficit of
$15,486,821.

In its April 2010 10-Q report, the Company said its ability to
continue as a going concern depends upon its ability to
successfully refinance $21.6 million of its senior secured notes
payable, including accrued interest thereon, generate positive
cash flows from operations and obtain sufficient additional
financing, if necessary.  The Notes went into default on May 22,
2009 due to the Company's suspension of trading on the NASDAQ
Stock Market as a result of its shareholders' deficit.  The Notes
were restructured on December 11, 2009.


WORLDGATE COMMUNICATIONS: Manna Holdings et al. Report 63.8% Stake
------------------------------------------------------------------
WGI Investor LLC, Manna Holdings, LLC, Praescient, LLC, and Robert
Stevanovski disclosed that as of August 11, 2010, they held
241,652,110 shares or roughly 63.8% of the common stock of
WorldGate Communications, Inc.

On October 28, 2009, WGI entered into a Revolving Loan and
Security Agreement with the Company and certain of its
subsidiaries pursuant to which WGI agreed to loan the Company up
to $3,000,000 in aggregate principal amount.  Interest on any
outstanding loan advances under the Loan Agreement accrues at the
rate of 10% per annum, and the obligations under the loan are
secured by all of the assets of the Company and its subsidiaries.

On March 9, 2010, the Company and WGI entered into an amendment to
the Loan Agreement to increase the maximum aggregate principal
amount to $5,000,000.  In connection with the March 2010
amendment, the Company issued to WGI a warrant to purchase up to
6,000,000 shares of the Company's Common Stock at an exercise
price of $0.574 per share.  On August 11, 2010, the Company and
WGI entered into a second amendment to the Loan Agreement, which
increased the maximum aggregate principal amount to $7,000,000.
In connection with the August 2010 amendment, the Company issued
to WGI a warrant to purchase up to 8,000,000 shares of the
Company's Common Stock at an exercise price of $0.432 per share.
Each of the 2010 Warrants was fully vested on issuance, has a term
of 10 years and was not deemed Future Contingent Equity under the
Anti-Dilution Warrant.

                 About Worldgate Communications

Trevose, Pa.-based Worldgate Communications, Inc., is a provider
of digital voice and video phone services and next generation
video phones.  The Company designs and develops digital video
phones featuring real-time, two-way video.  It also provides a
turn-key digital voice and video communication services platform
supplying complete back-end support services.

The Company's balance sheet at June 30, 2010, showed $14.31
million in total assets, $17.92 in million total liabilities, and
a $3.61 million stockholders' deficit.


* Homebuilders More Likely to Use Covenant Lite Package
-------------------------------------------------------
Moody's assessment of 440 bonds issued in the Americas and Europe
from 2008 through June 2010 shows generally higher rates of
"covenant-lite" protections for bonds rated at the higher end of
the speculative-grade rating scale and more stringent packages for
lower-rated instruments, said the ratings agency in a new report.
However, the report also notes important exceptions, such as
homebuilders, among others.

The covenant package of a conventional high-yield bond (rated Ba1
or lower at issuance) includes a restricted payments covenant and
a debt incurrence covenant ("high-yield package"), the study
stated.  "Moody's considers the package covenant-lite if it lacks
either or both covenants, which are the two most important forms
of investor protection," said Alexander Dill, Moody's Vice
President-Senior Covenant Officer.

The debt incurrence covenant limits a company's ability to
increase leverage and the restricted payments covenant limits cash
leakage from the covenant-restricted entities in the corporate
family and investments in riskier assets, the report said.  "These
shareholder-friendly actions can erode the ability of issuers
lower down in the rating spectrum to service their debt," noted
Matthew Musicaro, an Associate Analyst at Moody's and the report's
primary author.

Based on the sample assessment of 440 high yield bonds, Moody's
observed that homebuilders, despite being one of the worst-
performing sectors during the financial crisis, were far more
likely to use a covenant lite ("investment grade") package than
the rest of the market.  Those companies that used light covenants
generally had the cash and cash flow allowing them to negotiate
relaxed loan covenants and thus had little incentive to agree to
high-yield covenants to bondholders.  Other than a few auto
suppliers, no other sector followed the cov-lite trend, said
Musicaro.

In addition, throughout the 2008-2010 period, 21% of Ba1 bonds,
56% of Ba2 bonds and 76% of Ba3 bonds used a high-yield package ,
while fallen angels consistently used an investment-grade
package."Of the 28 fallen angels' bonds rated Ba1 or Ba2 at
issuance in Moody's sample for the 2008 -- 2010 period, 25 used an
investment-grade package," noted Musicaro.  "Only 23 of the 50
bonds issued by conventional high-yield issuers rated Ba1 and Ba2
used an investment-grade package."

Moody's found that that European high-yield issuers were more
likely to have a debt incurrence covenant than issuers in the
Americas.  "Between January 1, 2008 and June 30, 2010, no European
issuer in Moody's population came to market with a bond rated Ba1
or lower without a debt incurrence covenant," said Musicaro.  "In
contrast, 5% of all bonds rated B1 or below in the Americas
population did not have a debt incurrence covenant."

"We found a divide at the Ba3-B1 ratings threshold," Musicaro
said.  "Bonds that were rated B1 or below did not use an
investment-grade package in 2008.  However, some bonds rated B1 or
below did so in 2009 and 2010."


* Corporate Debt "Wall of Maturity" Crumbling, Report Says
----------------------------------------------------------
Morgan Joseph LLC's second quarter financial restructuring outlook
said that U.S. financial markets are on their way to knocking down
a wall of debt maturity that has endangered the U.S. economic
recovery and threatened to push more companies into bankruptcy,
according to American Bankruptcy Institute.


* Study Shows Massive Increase in Consumer Bankruptcy Costs
-----------------------------------------------------------
People currently filing for Chapter 7 and Chapter 13 consumer
bankruptcy protection are facing as much as a 55 percent cost
increase as one result of the 2005 comprehensive bankruptcy
reforms, according to a new study published in the American
Bankruptcy Institute Law Review.  In addition, as a direct result
of these increased costs, unsecured creditors are being paid a
smaller percentage on the dollar today than prior to the 2005
reform.

The study, authored by New York bankruptcy attorney Lois R. Lupica
of Thompson & Knight LLP and funded by the American Bankruptcy
Institute and the National Conference of Bankruptcy Judges,
reveals that consumer bankruptcy is a "far more complicated
process than it was before the 2005 amendments" based on an
increased number of conditions and calculations for filers in
addition to a corresponding rise in expenses.

"The government's stated goal in passing bankruptcy reform was to
eliminate abuse of the system and create a set of higher
eligibility standards for consumers, but this is the first time
that the financial impact of those standards has been quantified,"
says Ms. Lupica, who also serves as a Maine Law Foundation
Professor of Law at the University of Maine School of Law in
Portland.

The study examined data collected from consumer bankruptcy cases
in judicial districts located in Florida, Illinois, Georgia,
Maine, Utah, and West Virginia.  The costs to consumers was
defined as debtor's attorney fees and expenses, trustee fees and
expenses, filing fees, credit counseling and debtor education
fees, and any other professional fees.

For the sample of Chapter 13 cases, the study found that the
median cost for consumers was $2,930 in 2003 and 2004, with an
increase to $4,077 in 2007 and 2008.  For Chapter 7 cases in the
same periods, the costs increased from $900 to $1,399.

"Attorney fees are just part of the required administrative
expenses that may have contributed to the overall decline of
consumer bankruptcies, even in the face of the public's increased
debt load, foreclosures, and loan defaults," Lupica says.

While the overall number of consumer bankruptcy filings has
declined since passage of the 2005 reforms, the most recently
available data reported by the ABI shows that the 149,268 consumer
bankruptcies filed in March 2010 represented the highest monthly
total of consumer filings since the reforms were enacted.  The
March filing total represented a 34 percent increase from the
February filing total of 111,693 and a 23 percent increase from
the March 2009 total of 121,413.

"Greater up-front costs may have hindered some consumers from
filing bankruptcy, but there may be other factors at play," Lupica
says.  "There was a large volume of negative publicity in the
aftermath of the 2005 amendments, as well as heightened efforts by
aggressive debt collection and consolidation firms."

The publication of the study marks completion of the first phase
of a two-part national survey to analyze how the consumer
bankruptcy system has changed in the past five years.  The full
study is scheduled to be published in late 2011.

                    About Thompson & Knight

Since 1887, Thompson & Knight LLP has consistently made a positive
impact on its clients' successes.  With its practice focused on
the energy industry, the Firm has extensive resources in
litigation, tax, insolvency, and international energy matters.
The Firm has approximately 350 attorneys, and has offices and
alliances in North America, Europe, Africa, and Asia. Thompson &
Knight represents companies, government entities, and individuals
in local, regional, and national markets around the world.


* BOOK REVIEW: BIG BUSINESS TOO BIG?
------------------------------------
Beard Books, Washington, D.C. 2000
(reprint of 1940 book published by Morris L. Ernst)
314 pages. $34.95 trade paper, ISBN 1-58798-060-6. appendices,
charts, tables, index.

The author Ernst had an acquaintance with the noted Supreme Court
Judge Louis D. Brandeis to have many talks with him on political
topics when both were lawyers in the Northeast.  Ernst's own views
on the bigness of organizations were shaped by Brandies.  Bigness
-- i. e., cautions against it because of dangers inherent in it--
was a central political and juridical concern of Brandeis.  In an
article titled "The Curse of Bigness" from the early 1900s not
long before he was named to the Supreme Court by President Woodrow
Wilson, Brandeis wrote the cautionary words, "[B]oth the financial
concentration and the combinations which they have served were, in
the main, against the public interest . . . Size . . . is not a
crime..but may become noxious by reason of the means through which
it was attained and the uses to which it was put."  Brandeis ends
the passage with a contrast between natural growth leading to
bigger size and "combination" (mergers, etc.) to increase size
with the aim of concentrating power and monopolizing a field.

Ernst took his topic from Brandeis.  And his perspective is
roughly the same.  While having the breadth and consistency
practically of a worldview, the outlook nonetheless has subtlety
and realism in recognizing that not all large-sized, dominating
organizations are against the public interest.  There are
practical and economic reasons for large-sized organizations.
Utilities and transportation systems must of necessity be large,
extensive, and permanent to provide their services for the public
efficiently, economically (which means lower costs for users), and
dependably.  The Federal government too and governments of more
populous states are necessarily large.  As a counterbalance to
this however, Ernst, like Brandeis, supports strong, vibrant, and
meaningful civil rights.  In most cases, bigness is undesirable
and in some cases (e. g., the Communist government of Russia)
positively threatening not only because of its effects on an
economic system, but also direct effects on the lives of
individuals.

Ernst introduces his topic in theoretical terms.  He will seek
answers to questions such as "How soon do responsible division
chiefs start to avoid responsibility and by delay or other devices
start to 'pass the buck'?"; "Can a farm be run from a control
office giving instructions to be carried out hundreds of miles
away at a different climate and at a different plane above sea
level?"; "Do telephone wires from the vice presidents in New York
replace the contribution of personal contact?"  These same
questions are again being raised today.

While beginning on a theoretical note, Ernst quickly moves to his
own experiences and examples from the daily media which would have
been familiar to readers of the day (1940 when the book was
originally published).  Parts of chapters are like anecdotes.
Most of the content is from Ernst's wide-ranging work as a lawyer,
involvement with other professionals, and contacts with all kinds
of persons, businesses, and government agencies.

The book is not a dry political, economic study.  Chapter titles
reflect the relatively informal, yet wide-ranging, germane, and
engaging content. Lords and Laborers is the chapter title for the
steel industry; Nickels and Dimes, for banking; Supercolossal, for
the movie industry; The Staff of Life, the retail sector, and so
on.

Ernst's topics on the negative side of oversized, dominating
organizations and his balanced perspective too are timeless.
Although the landscape of American business has changed from when
the book first appeared, it is relevant in this day when the
phrase "too big too fail" has become a central economic and social
issue.

Morris Leopold Ernst (1888-1976) was a principle at the top New
York City law firm Greenbaum, Wolff, and Ernst.  During his career
in law, he also held several posts in government.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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