TCR_Public/100906.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, September 6, 2010, Vol. 14, No. 247

                            Headlines


3985 CORNERSTONE: Case Summary & 20 Largest Unsecured Creditors
4728 CAMELBACK: Case Summary & 20 Largest Unsecured Creditors
ABITIBIBOWATER INC: Members of Board for Reorganized Company Named
ALAN GAGLEARD: Case Summary & 16 Largest Unsecured Creditors
ALLIED BUILDING: Case Summary & 20 Largest Unsecured Creditors

ALPHABET MERGER: Moody's Assigns 'Ba3' Rating on $1.5 Bil. Loan
ALTACANADA ENERGY: Bank Extends Forbearance Until Oct. 29
APEX DIGITAL: Gets Court's Interim Nod to Use Cash Collateral
ARLIE & CO: To Sell Property to City of Eugene for $1.94-Mil.
A.S.A.P. EXPRESS: Case Summary & 20 Largest Unsecured Creditors

BABY LOVE: Case Summary & 20 Largest Unsecured Creditors
BERNARD MADOFF: Fraud Victims Dispute Trustee's Legal Fees
BLOCKBUSTER INC: Prohibited from Making Sept. 1 Interest Payment
BRISAM COVINA: Gets Court's Interim Okay to Use Cash Collateral
BTA BANK: Judge Peck Says Chapter 15 Stay Is Not Global

BURGER KING: Fitch Downgrades Issuer Default Rating to 'B+'
BURGER KING: Moody's Reviews 'Ba2' Corporate Family Rating
BURGER KING: S&P Puts 'BB-' Rating on CreditWatch Negative
C&D CANAL: Case Summary & Largest Unsecured Creditor
CATHOLIC CHURCH: District Court Adopts Ruling in Fairbanks Case

CATHOLIC CHURCH: Fairbanks Files Post-Confirmation Report for June
CATHOLIC CHURCH: Reports on Progress of Non-Monetary Undertakings
CBGB HOLDINGS: Seeks Court Approval Activision Trademark Deal
CBI HOLDING: E&Y Settles Malpractice Suit with CBI Creditors
CHARTER COMMS: Bank Debt Trades at 5% Off in Secondary Market

CHOCTAW RESORT: Moody's Downgrades Corporate Family Rating to 'B3'
CIRCUIT CITY: Hearing on Committee Backed Plan on Wednesday
CIRCUIT CITY: Proposes to Sell Sarasota, Florida Property
CIRCUIT CITY: Wins OK to Terminate Employee Benefit Programs
CITY OF BALTIMORE HOTEL: Moody's Affirms 'Ba1' Rating on Bonds

CLAIRE'S STORES: Posts $8.34 Million Net Loss in July 31 Quarter
CLAIRE'S STORES: Bank Debt Trades at 14% Off in Secondary Market
CONTINENTAL AIRLINES: Shareholders Meeting on Sept. 17 for Merger
CONTINENTAL AIRLINES: Reports August 2010 Traffic Results
CROSSTOWN STOR-N-MORE: Asks for Court OK to Use Cash Collateral

CULLIGAN INTERNATIONAL: Bank Debt Trades at 21% Off
DELUXE ENTERTAINMENT: Moody's Reviews 'B1' Corporate for Downgrade
DENNY HECKER: Should be Put Behind Bars Now, Prosecutors Say
DEX MEDIA EAST: Bank Debt Trades at 23% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 13% Off in Secondary Market

DOT VN: Meets With Vietnam and Laos to Discuss Internet Policy
DRINKS UNIQUE: Court Rejects WWP's Fraud Transfer Claims
EDITH AVANZADO: Case Summary & 20 Largest Unsecured Creditors
FREESCALE SEMICON: Bank Debt Trades at 10% Off in Secondary Market
GATEHOUSE MEDIA: Bank Debt Trades at 61% Off in Secondary Market

GENERAL MOTORS: Treasury May Limit Non-U.S. Investors
GEORGE PARK: Files Schedules of Assets and Liabilities
GLOUCESTER ENGINEERING: Files Schedules of Assets and Liabilities
GREAT ATLANTIC: Directors Acquire Stock Equivalent Units
GUITAR CENTER: Bank Debt Trades at 12% Off in Secondary Market

HC WALDEN: Case Summary & 20 Largest Unsecured Creditors
HERBST GAMING: Bank Debt Trades at 45% Off in Secondary Market
HERTZ CORP: Bank Debt Trades at 2% Off in Secondary Market
HOLOGIC INC: S&P Assigns 'BB+' Corporate Credit Rating
INNOVATIVE COMM: Co-Debtor Had No Standing to Oppose Asset Sale

IPC SYSTEMS: Moody's Affirms 'B3' Corporate, Negative Outlook
JOHN FENOY: Case Summary & 20 Largest Unsecured Creditors
JOSE ARIAS: Case Summary & 20 Largest Unsecured Creditors
K-V PHARMACEUTICAL: Reestablishes Compliance with NYSE Rules
KARYKEION INC: Hospital Rejects Collective Bargaining Agreements

KENNETH HAMMERTON: Case Summary & 4 Largest Unsecured Creditors
KENNETH WALL: Case Summary & 20 Largest Unsecured Creditors
KRISPY KREME: Posts $2.2 Million Net Income in August 1 Quarter
KRZYSTOFIAK LIMITED: Case Summary & 5 Largest Unsecured Creditors
L$S INVESTMENTS: Voluntary Chapter 11 Case Summary

LAS VEGAS SANDS: Bank Debt Trades at 9% Off in Secondary Market
LESLIE'S POOLMART: CVC Capital Deal Won't Move Moody's 'B3' Rating
LINGHAM RAWLINGS: Court Rejects Bid to Use Cash Collateral
LIONCREST TOWERS: Gets Interim OK to Use Wells' Cash Collateral
LIQUIDMETAL TECHNOLOGIES: Auditor Raises Going-Concern Doubt

MAJESTIC PROPERTY: Voluntary Chapter 11 Case Summary
MARANI BRANDS: Amends 10-K for Fiscal 2009; Posts $6.7MM Net Loss
MARANI BRANDS: Amends 10-Q for Dec. 31 Quarter; Earns $5.2-Mil.
MC REALTY: Voluntary Chapter 11 Case Summary
MEDIACOM COMMUNICATIONS: Fitch Affirms 'B+' Issuer Default Rating

MERUELO MADDUX: Files Third Amended Joint Plan of Reorganization
MEXICANA AIRLINES: Mexico Sets December Goal to Solve Woes
MEXICANA AIRLINES: Petition & Search for Investors to Continue
MEXICANA AIRLINES: Tenedora Names A. Rodriguez as Administrator
MICHAEL RIZZIO: Case Summary & 15 Largest Unsecured Creditors

MIDWEST OIL: Case Summary & 20 Largest Unsecured Creditors
MINOR FAMILY: Lawsuits Prompt Chapter 11 Filing
MISSION CREEK: Case Summary & 20 Largest Unsecured Creditors
MOTOROLA INC: S&P Puts 'BB+' Corp. Rating on CreditWatch Positive
MSTAR PTC: Case Summary & 20 Largest Unsecured Creditors

NEFF CORP: Chartis, Pima Object to Wayzata-Backed Chapter 11 Plan
NEIMAN MARCUS: Bank Debt Trades at 5% Off in Secondary Market
NORTHBROOK DEVELOPMENT: Files Schedules of Assets and Liabilities
NRG ENERGY: Bank Debt Trades at 3% Off in Secondary Market
ON SEMICONDUCTOR: Moody's Upgrades Default Rating to 'Ba1'

OSI RESTAURANT: Bank Debt Trades at 11% Off in Secondary Market
PEARVILLE LP: Plan Outline Hearing Scheduled for September 15
PHOENIX PREMIER: Voluntary Chapter 11 Case Summary
PINNACLE FOODS: Bank Debt Trades at 5% Off in Secondary Market
POINT BLANK: Court Approves DIP Credit Agreement Amendment

POLO BUILDERS: Trustee Loses Bid to Unwind Property Sale
PRIMARY ENERGY: S&P Affirms 'BB+' Rating on $105 Mil. Senior Loan
PROTOSTAR LTD: Confirmation Hearing Scheduled for Oct. 6
PTS CARDINAL: Bank Debt Trades at 10% Off in Secondary Market
RAFAEL GREGORIO: Case Summary & 16 Largest Unsecured Creditors

RANCHO MALIBU: Files Schedules of Assets and Liabilities
RCLC INC: Inks Asset Purchase Agreement with Trenton Aviation
REALOGY CORP: Bank Debt Trades at 14% Off in Secondary Market
REALOGY CORPORATION: Moody's Raises Corp. Family Rating to 'Caa2'
REDWINE RESOURCES: Court OKs Auction Without Stalking-Horse Bid

REICHMANN PETROLEUM: Working Interest Not Property of the Estate
RETTER FAMILY: Case Summary & 4 Largest Unsecured Creditors
ROCK & REPUBLIC: Simms Disputes Bid to Reject Distribution Deal
ROYAL HOSPITALITY: Allowed to Use Up to $32,000 Cash Collateral
RRI ENERGY: Moody's Downgrades Corporate Family Rating to 'B2'

ROBERT NUCCI: Voluntary Chapter 11 Case Summary
SALPARE BAY: Has Until October 5 to Propose Reorganization Plan
SELIM AMERICA: Hwaseung Wants Ch 11 Trustee; Prime Objects
SHILOH INDUSTRIES: Enters Fifth Amendment to Credit Agreement
SICEL TECHNOLOGIES: Not Placed Into Involuntary Bankruptcy

SIKDER GROUP: Case Summary & 8 Largest Unsecured Creditors
SJT VENTURES: Aurora Bank Secured Debt to Get 6.35% Interest
STEVEN SCHULTZ: Chapter 11 Case Filed in Bad Faith is Dismissed
SUNGARD DATA: 2016 Debt Trades at 2% Off in Secondary Market
SUNGARD DATA: 2014 Debt Trades at 4% Off in Secondary Market

TELKONET INC: Won't Pursue Planned Offering of Securities
TISHMAN SPEYER: Fight Begins for Auction Rights to Stuy Town
TONY DAVIS: Voluntary Chapter 11 Case Summary
TPF GENERATION: S&P Downgrades Rating on Second-Lien Loan to 'B'
TRIBUNE CO: Bank Debt Trades at 37% Off in Secondary Market

TWO BROTHERS: Case Summary & 13 Largest Unsecured Creditors
TYSON FOODS: Moody's Upgrades Corporate Family Rating to 'Ba2'
UAL CORP: Continental CEO May Be Asked to Clarify Testimony
UAL CORP: Paid $660,000 in Lobbying Costs for Q2 of 2010
UAL CORP: To Hold Special Shareholders Meet on Sept. 17 for Merger

UCI INTERNATIONAL: Moody's Reviews 'Caa1' Corporate for Upgrade
USEC INC: Closes on First Phase of Strategic Investment
VADIM LEBOVICH: Case Summary & 5 Largest Unsecured Creditors
VISTEON CORP: Expects to Emerge From Chapter 11 on Oct. 1
VISTEON CORP: Proposes IUE-CWA Settlement Agreement

VISTEON CORP: Wins Nod for $700 Mil. Exit Financing Deal
WILLIAM RABON: Case Summary & 19 Largest Unsecured Creditors
WL HOMES: Judge Approves Nevada Suits Over Alleged Defects
XOMA LIMITED: Regains NASDAQ Compliance

* BOND PRICING -- For Week From Aug. 30 to Sept. 3, 2010


                            *********


3985 CORNERSTONE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 3985 Cornerstone Apartments, LLC
          dba Cornerstone Apartments
        P.O. Box 938
        San Clemente, CA 92674

Bankruptcy Case No.: 10-28309

Chapter 11 Petition Date: September 3, 2010

Court: U.S. Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  ERIC SLOCUM SPARKS PC
                  110 S. Church Avenue, #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  E-mail: eric@ericslocumsparkspc.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/azb10-28309.pdf

The petition was signed by Anthony P. Laruffa, manager.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
4728 Camelback, LLC                   10-28312          9/03/10
Mission Creek I, LLC                  10-28310          9/03/10


4728 CAMELBACK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 4728 Camelback, LLC
          dba Highland Gardens
        P.O. Box 938
        San Clemente, CA 92674

Bankruptcy Case No.: 10-28312

Chapter 11 Petition Date: September 3, 2010

Court: U.S. Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  ERIC SLOCUM SPARKS PC
                  110 S. Church Avenue, #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  E-mail: eric@ericslocumsparkspc.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/azb10-28312.pdf

The petition was signed by Anthony P. Laruffa, manager.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
3985 Cornerstone Apartments, LLC      10-28309            09/03/10
Mission Creek I, LLC                  10-28310            09/03/10


ABITIBIBOWATER INC: Members of Board for Reorganized Company Named
------------------------------------------------------------------
AbitibiBowater disclosed that nine individuals have been selected
to serve, along with current Board Chairman Richard B. Evans and
President and Chief Executive Officer David J. Paterson, on a
newly constituted board of directors.  The term of this new board
will begin when the Company's Plans of Reorganization receive
creditor approval and confirmation by the U.S. and Canadian
Courts, and the Company emerges from creditor protection under
Chapter 11 of the United States Bankruptcy Code and the Companies'
Creditors Arrangement Act in Canada.  The designated Non-Executive
Chairman of the Board will be Richard B. Evans, continuing
AbitibiBowater's current governance practices of having a non-
executive serve as Chair and a majority of independent directors.

Under the terms of the Plans of Reorganization and Disclosure
Statements filed with the U.S. Bankruptcy Court and the Quebec
Superior Court, a search committee -- consisting of
representatives from the Unsecured Creditors' Committee, the Ad
Hoc Unsecured Noteholders Committee and the Company -- selected
the board of the restructured company.  The search committee hired
the independent search firm of Russell Reynolds Associates to
support the selection process.

The following directors will join Richard Evans and David Paterson
on the new board:

Pierre Dupuis (Sutton, QC) is a board member of Norbord Inc. and
Brookfield Renewable Power Fund. Previously, Mr. Dupuis was Vice
President, Chief Operating Officer of Dorel Industries Inc.  Prior
to his appointment at Dorel, Mr. Dupuis was President and COO of
Transcontinental Inc. and a senior executive with Domtar Inc.

Richard Falconer (Toronto, ON) is Vice Chairman and Managing
Director of CIBC World Markets Inc.  He joined Wood Gundy in 1970
and previous roles include Financial Analyst, Director of Research
and Co-Head Investment Banking.  Mr. Falconer is a board member of
the Bridgepoint Health Foundation and Chair of their Campaign
Cabinet Committee.

Richard Garneau (Montreal, QC) has been a director of
AbitibiBowater since June 2010.  Mr. Garneau most recently served
as President and CEO of Catalyst Paper Corporation. Prior to his
tenure at Catalyst, Mr. Garneau was Executive Vice President,
Operations at Domtar.  He also held a variety of roles at
Norampac, Copernic.com, Future Electronics, St. Laurent
Paperboard, Finlay Forest Industries and Donohue Inc.

Jeffrey Hearn (Bluffton, SC) retired from International Paper in
April 2009 where he served as an officer and held various general
business management and technology management positions in the
U.S. and Brazil.  Prior to his return to the U.S. with
International Paper, Mr. Hearn was President and Chief Executive
Officer of Weldwood of Canada.  Mr. Hearn was Chair of the
Paperboard Mfg. and Converting Section of the American Forest
Products Association, and former Vice-Chair of the Forest Products
Association of Canada.  He was also Industry CEO Representative
for the BC Forest Products Forest Practices Reform Initiative.

Sarah Nash (New York, NY) is a board member and head of the Audit
Committee of Merrimack Pharmaceuticals and director of Knoll Inc.,
where she serves on the Compensation and Audit Committees.  Ms.
Nash is also a director of Blackbaud, Inc. and serves on its
Nominating and Governance Committee.  In August 2005, Ms. Nash
retired as Vice Chairman of J.P. Morgan Chase & Co.'s Investment
Bank, where she was responsible for many of the firm's client
relationships.  Prior to these responsibilities, Ms. Nash was the
Regional Executive and Co-Head of Investment Banking for North
America.

Alain Rheaume (Outremont, QC) is a Managing Partner at Trio
Capital Inc. Most recently he was EVP & President of Fido, with
Rogers Wireless - a role he assumed when Microcell was acquired by
Rogers. With Microcell Telecom, Mr. Rheaume was President and
Chief Operating Officer and previously served as Chief Financial
Officer of Microcell Telecommunications Inc.  Previously, Mr.
Rheaume was Associate Deputy Minister of Finance from 1987 to 1992
and Deputy Minister of Finance from 1992 to 1996 in the Quebec
Government.  Mr. Rheaume currently serves on the Canadian Public
Accounting Board and the Canadian Investors Protection Fund.

Paul Rivett (Toronto, ON) has been a member of the AbitibiBowater
board of directors since April 2008.  He has been Vice President
and Chief Legal Officer of Fairfax Financial Holdings Limited
since 2004 and also serves as Vice President and Chief Operating
Officer of Hamblin Watsa Investment Counsel Ltd.  Mr. Rivett was
an attorney at Shearman & Sterling LLP in Toronto, Canada, before
joining Fairfax in 2004. Mr. Rivett serves on the boards of Mega
Brands Inc. and The Brick Group Income Fund.

Michael Rousseau (Oakville, ON/Montreal, QC) has been Executive
Vice President & Chief Financial Officer of Air Canada since
October 2007. Previous to Air Canada, he was President of Hudson's
Bay Company (HBC).  Prior to Joining HBC in 2001, he held senior
executive financial positions at other large international
corporations, including Moore Corporation in Chicago, Silcorp
Limited and the UCS Group (a division of Imasco Limited).  Mr.
Rousseau currently serves on the board of Consumers' Waterheater
Income Fund.

David Wilkins (Greenville, SC) was nominated by President George
W. Bush to become the United States Ambassador to Canada in 2005,
a position he held until January 20, 2009.  Prior to his
appointment as Ambassador, Mr. Wilkins practiced law for 34 years
in Greenville, South Carolina, and has extensive experience in
civil litigation and appellate practice.  Mr. Wilkins was elected
to the South Carolina House of Representatives in 1980 and served
25 years, culminating in his service as Speaker of the House.  Mr.
Wilkins is currently a partner at Nelson Mullins Riley &
Scarborough LLP and chairs the Public Policy and International Law
practice group. He also serves on the board of Porter Airlines.

"We are pleased to welcome this new board into the AbitibiBowater
family," said David Paterson.  "This group of individuals
represents some of the top business leaders in North America,
bringing a broad range of skills and expertise as well as an
unwavering commitment to corporate governance and business ethics.
We are very thankful for their interest in serving on the board
and are confident that the new company will benefit from their
vision and depth of experience."

"This has been a challenging period for the Company, and our
current board of directors have provided important strategic
direction and an uncompromised level of dedication throughout the
credit protection process.  Their diligence and support has been
instrumental to the Company's transformation and restructuring
efforts.  As we move toward emergence this fall, I would like to
once again thank each of them for their unwavering support. On
behalf of myself, the Company and all AbitibiBowater stakeholders,
we are sincerely grateful," stated Richard Evans.

                     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).


ALAN GAGLEARD: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Alan N. Gagleard
               Nancy D. Gagleard
               10130 East Becker Lane
               Scottsdale, AZ 85260

Bankruptcy Case No.: 10-28298

Chapter 11 Petition Date: September 3, 2010

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case, II

Debtors' Counsel: Allan D. Newdelman, Esq.
                  ALLAN D. NEWDELMAN PC
                  80 E. Columbus Avenue
                  Phoenix, AZ 85012
                  Tel: (602) 264-4550
                  Fax: (602) 277-0144
                  E-mail: anewdelman@qwestoffice.net

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

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

A list of the Joint Debtors' 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb10-28298.pdf


ALLIED BUILDING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Allied Building Center Inc.
        P.O. Box 2535
        Salisbury, MD 21802

Bankruptcy Case No.: 10-30143

Chapter 11 Petition Date: September 1, 2010

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: Tate Russack, Esq.
                  RUSSACK ASSOCIATES, LLC
                  100 Severn Ave., Suite 101
                  Annapolis, MD 21403
                  Tel: (410) 505-4150
                  Fax: (410-510-1390
                  E-mail: tate@russacklaw.com

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

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/mdb10-30143.pdf

The petition was signed by William Riley, president.


ALPHABET MERGER: Moody's Assigns 'Ba3' Rating on $1.5 Bil. Loan
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Alphabet Merger
Sub, Inc.'s proposed $1.5 billion senior secured term loan
facility and $200 million senior secured revolving credit
facility.  Moody's also assigned Alphabet a B1 Corporate Family
Rating and Probability of Default Rating.  The outlook is stable.

                        Ratings Rationale

Proceeds from the proposed bank facilities along with
approximately $1.6 billion in common equity contributed by The
Carlyle Group and $900 million from a senior unsecured bridge loan
(unrated) will be used to fund Alphabet's acquisition of NBTY,
Inc. Upon consummation of the acquisition, Alphabet will be merged
with and into NBTY, with NBTY being the surviving entity.

Moody's ratings are subject to receipt and review of final
documentation.

The B1 Corporate Family Rating reflects Alphabet's relatively high
leverage and good interest coverage pro forma for the LBO.  The
rating is also supported by NBTY's good liquidity, its solid
market position, and its portfolio of well known brands.  Positive
ratings consideration was given to the healthy growth of the
vitamin, mineral, and nutritional supplement industry due to an
increasing number of Americans over the age of 50.  Negative
ratings consideration was given to the risk of adverse publicity
and for potential product recalls associated with the VMNS
industry.

The stable outlook reflects Moody's view that NBTY's debt
protection measures will remain modestly weak and at levels
appropriate for the B1 Corporate Family Rating over the next
twelve to eighteen months.  The outlook also reflects Moody's
expectation that the company will maintain good liquidity.

New ratings assigned:

  -- Corporate Family Rating at B1;

  -- Probability of Default Rating at B1;

  -- $200 million senior secured revolving credit facility at Ba3
     (LGD 3, 30%); and

  -- $1.5 billion senior secured term loan facility at Ba3 (LGD 3,
     30%)

All existing ratings for NBTY (including its Ba2 Corporate Family
and Probability of Default ratings) remain on review for possible
downgrade, and will be withdrawn when the proposed acquisition by
Alphabet is consummated.

This is an initial rating for Alphabet Merger Sub, Inc.

NBTY, Inc., headquartered in Ronkonkoma, NY, is a leading global
vertically-integrated manufacturer, marketer, and retailer of
vitamin, mineral, and nutritional supplements in the United States
and throughout the world.  The company operates over 1,500 stores
in the US, Canada, and Europe.  Revenues are about $2.8 billion.


ALTACANADA ENERGY: Bank Extends Forbearance Until Oct. 29
---------------------------------------------------------
AltaCanada Energy Corp. said an extension until October 29, 2010,
to its forbearance agreement with its bank was executed in August.
The Company said the agreement provides sufficient capital to
start a reinvestment program in Montana.  The Company's bank
indebtedness in currently C$8.25 million, and the Company intends
to take further steps to reduce that indebtedness as this facility
is maturing on October 29.

AltaCanada also said it has taken several steps to return to
financial health in the face of continuing low natural gas prices
and a high level of indebtedness relative to current production
and reserves.  "Our strategy has been to reduce debt while
providing some capital to enable us to increase existing
production while pursuing attractive Bakken and Jurassic oil
targets on our Corporations existing lands. We successfully
completed a Rights Issue during Q2 2010 with strong support from
several of our shareholders. The Corporation issued 91.5 million
shares for gross proceeds of $6.4 million including, $3.5 million
is cash and $2.85 million through conversion of most of the
outstanding convertible debentures. The Corporation now has
168,500,000 outstanding shares. This Rights Issue was a
significant step towards regaining our financial health. From the
cash portion we repaid $1.25 million of bank debt which together
with $2.75 million repaid to the bank on December 31, 2009, fully
repaid one debt facility," AltaCanada said.

Based in Calgary, Alberta, AltaCanada Energy Corp. (TSX-V: ANG) --
http://www.altacanada.com/-- is engaged in the acquisition,
exploitation and production of crude oil and natural gas reserves
in Western Canada and Montana.


APEX DIGITAL: Gets Court's Interim Nod to Use Cash Collateral
-------------------------------------------------------------
Apex Digital, Inc., sought and obtained interim authorization from
the Hon. Peter Carroll of the U.S. Bankruptcy Court for the
Central District of California to use cash collateral through
September 10, 2010.

As of August 13, 2010, the Debtor owed Kith Electronics Limited --
the sole creditor who has a valid, perfected lien against the cash
collateral -- the principal amount of $12,067,735 plus attorney's
fees in the amount of $130,395.  The Debtor entered into a
stipulation with Kith Electronics allowing the use of cash
collateral.

Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P.,
explained that the Debtor needs to use the cash collateral to fund
its Chapter 11 case, pay suppliers and other parties.

In exchange for using the cash collateral, the Debtor will grant
Kith Electronics replacement liens against the Debtor's assets,
with the same extent, validity, and priority as the pre-petition
liens held by such creditors.  The Debtor will also make adequate
protection payments to Kith Electronics in the sum of $25,000
every four weeks, beginning with the week ending September 5,
2010.

The Debtors will use the collateral pursuant to a 13-week budget,
a copy of which is available for free at:

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

The Court has set a final hearing for September 8, 2010, at
9:30 a.m. on the Debtor's request to use cash collateral.

                         About Apex Digital

Walnut, California-based Apex Digital, Inc. -- aka AW XEPA
Technologies Inc., AW Apex R&D Shangai, AW Apex, AW E2Go, AW
Entertainment to Go -- is a privately held company that provides
and markets 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 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 assets and debts at $10 million to
$50 million as of the Petition Date.


ARLIE & CO: To Sell Property to City of Eugene for $1.94-Mil.
-------------------------------------------------------------
Arlie & Company is asking the bankruptcy court for authority to
sell a 315-acre property it owns south of Lane Community College
to the city of Eugene for $1.94 million.  The Company said it is
selling it at a discount with a condition to name the park in
honor of the Company's president Suzanne Arlie if the deal pushes
through.

The sale could go through only if the bankruptcy judge allows the
property to be sold, no higher bidder steps up, and the Eugene
City Council directs the city to buy the property, the report
says.

According to the report, the $1.94 million price, which works out
to $6,159 an acre, is significantly lower than the appraised value
in 2008.  That appraisal put the total value of the 315 acres at
$3.43 million -- $568,000 for the 28 acres north of the Ridgeline
Trail and $2.87 million for the 286.60 acres south of the
Ridgeline Trail.

                       About Arlie & Company

Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/--
is a property developer.  It is doing business as DHF Corp., and
formerly dba Arlie Land and Cattle Company and Crescent Village
Community Gardens, LLC.

The Company filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Ore. Case No. 10-60244).  The Company
estimated $100 million to $500 million in assets and $50 million
to $100 million in debts in its Chapter 11 petition.


A.S.A.P. EXPRESS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: A.S.A.P. Express & Logistics, Inc.
          fka A.S.A.P. Express Inc.
         fdba ASAP Logistics, Inc.
        28908 Highland
        Romulus, MI 48174

Bankruptcy Case No.: 10-67609

Chapter 11 Petition Date: September 1, 2010

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

Judge: Thomas J. Tucker

Debtor's Counsel: Samuel Firebaugh, Esq.
                  FIREBAUGH & ANDREWS, P.L.L.C.
                  38545 Ford Road, Suite 104
                  Westland, MI 48185
                  Tel: (734) 722-2999
                  E-mail: FirebaughAndrews@comcast.net

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mieb10-67609.pdf

The petition was signed by John F. Cummings, Jr., president.


BABY LOVE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Baby Love, Inc.
        c/o 11015 NW 64 Dr
        Parkland, FL 33076

Bankruptcy Case No.: 10-36371

Chapter 11 Petition Date: September 1, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Kenneth S. Rappaport, Esq
                  Tarek K. Kiem, Esq.
                  1300 N Federal Highway #203
                  Boca Raton, FL 33432
                  Tel: (561) 368-2200
                  Fax: (561) 338-0350
                  E-mail: rappaport@kennethrappaportlawoffice.com

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

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/flsb10-36371.pdf

The petition was signed by Peter Komroff, president.


BERNARD MADOFF: Fraud Victims Dispute Trustee's Legal Fees
----------------------------------------------------------
The Wall Street Journal's Michael Rothfeld reports that a group of
Bernard Madoff's victims objected Thursday to $34.6 million in
legal fees requested for four months of work by Irving Picard, the
trustee overseeing the liquidation of the Madoff investment firm
and other lawyers assisting him.

According to the Journal, the group complained in a filing to a
federal judge that Mr. Picard hasn't been required to justify
$5,010 in daily compensation -- including weekends and holidays --
for himself for work from Feb. 1 to May 31 and another $283,179.45
for his law firm, Baker & Hostetler LLP.

Mr. Picard was appointed to evaluate and approve or reject claims
for up to $500,000 a Madoff customer that must be paid by the
Securities Investor Protection Corp., a federally regulated
association of broker dealers, and to recover stolen money for the
victims.  Mr. Picard has said that up to $20 billion in investor
money was lost and he has recovered $1.5 billion so far.

The report says attorney Helen Davis Chaitman, Esq., said Mr.
Picard and his firm have a conflict of interest because SIPC
requested his appointment and pays his legal fees.  She criticized
him for not having yet decided whether to approve at least 2,995
claims that the group might have to pay out of more than 16,000
received.

The Journal notes objections filed by victims to Mr. Picard's
earlier requests for legal fees have been rejected.

The Journal relates that Mr. Picard's counsel, David Sheehan,
Esq., said he was "confident that our fees are fair and
reasonable."  He said that since the legal fees are paid by SIPC,
"not one cent" of victims' money would go to the lawyers.

The Journal notes a hearing on the fees is to be held later this
month before Judge Burton Lifland in federal bankruptcy court in
Manhattan.

According to the Journal, Mr. Picard is also seeking $3 million in
fees for 10 other law firms working with him in the U.S. and
abroad, and nearly $900,000 in total expenses for all the firms.
Mr. Picard and his firm have agreed to defer payment of 15% of
their fees until the resolution of the case and the other firms
have deferred 20%.

                       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
US$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 US$5,578,441,409 in claims by
investors has been allowed, with US$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
US$1,183,779,811 as of November 2009.


BLOCKBUSTER INC: Prohibited from Making Sept. 1 Interest Payment
----------------------------------------------------------------
Blockbuster Inc. said, in accordance with the provisions of that
certain Indenture dated Aug. 20, 2004, with the Bank of New York
Trust Company N.A., as Trustee, in respect of the Company's 9%
Senior Subordinated Notes due 2012, semiannual interest payments
are to be made on the Junior Notes on March 1 and September 1 of
each year.  However, pursuant to Section 10.03 of the Indenture,
the Company is prohibited from paying interest on the Junior Notes
if any Designated Senior Indebtedness of the Company is not paid
in full in cash when due.

On July 1, 2010, the Company failed to redeem a portion of its
11.75% Senior Secured Notes due 2014 or to make its scheduled
interest payment on the Senior Notes.  As a result, the Company is
prohibited from making, and did not make, its scheduled interest
payment on the Junior Notes on Sept. 1, 2010.

                      About Blockbuster Inc.

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

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

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

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

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


BRISAM COVINA: Gets Court's Interim Okay to Use Cash Collateral
---------------------------------------------------------------
Brisam Covina LLC sought and obtained authorization from the U.S.
Bankruptcy Court for the Eastern District of New York to use cash
collateral.

Ixis Real Estate Capital, Inc., subsequently known as Natixis Real
Estate Capital Inc., asserts, among other things, a valid and
perfected first priority lien against all of the Debtor's assets,
including its cash and accounts receivable.  The Debtor had
borrowed from Natixis $16,453,382 for the purchase and renovation
of a hotel and certain other property.

Mickee M. Hennessy, Esq., at Westerman Ball Ederer Miller &
Sharfstein, LLP, explained that the Debtor needs to use Natixis'
cash collateral to fund its Chapter 11 case, pay suppliers and
other parties.  The Debtors will use the collateral collateral
pursuant to a 4-week budget, a copy of which is available for free
at http://bankrupt.com/misc/BRISAM_budget.pdf

In exchange for using the cash collateral, the Debtor will grant
Natixis replacement and substitute liens in all postpetition
assets of the Debtor and proceeds thereof.

The Debtor will provide Natixis weekly written reports every other
Friday thereafter during the interim period that the Debtor has
access to cash collateral.

The Court has set a final hearing for September 13, 2010, at
1:30 p.m. on the Debtor's request to use cash collateral.

                        About Brisam Covina

Uniondale, New York-based Brisam Covina LLC, dba Radisson Sultes
Hotel Covina, maintains a principal place of business in Great
Neck, New York.  It books and records and senior management are
also located in Great Neck.  Its business consists of owning and
operating a hotel and conference center in Covina, California,
which operates as the Radisson Suites Hotel Covina.

Brisam 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: Judge Peck Says Chapter 15 Stay Is Not Global
-------------------------------------------------------
WestLaw reports that a bankruptcy judge in New York held, on a
question of apparent first impression, that the automatic stay
that arises in a Chapter 15 case upon the recognition of a foreign
main proceeding applies to a debtor within the United States for
all purposes, and may extend to the debtor as to proceedings in
other jurisdictions for purposes of protecting property of the
debtor that is within territorial jurisdiction of the United
States.  However, in keeping with the more limited extent of a
bankruptcy court's in rem jurisdiction in Chapter 15 cases, only
over property of the debtor within the territorial jurisdiction of
the United States and not over all property of estate wherever
located, the stay that arises in cases under Chapter 15 does not
apply globally to all proceedings against the debtor.  A contrary
construction would lead to an absurd result by converting a
bankruptcy court in the United States into what would amount to a
global clearing house and by improperly centralizing global
control of dispute resolution within an ancillary case in the
United States that was meant merely to support, not to supplant,
the foreign main proceeding.  In re JSC BTA Bank, --- B.R. ----,
2010 WL 3306885 (Bankr. S.D.N.Y.) (Peck, J.).

A copy of the Honorable James M. Peck's Memorandum Decision dated
Aug. 23, 2010, is available at:

http://www.leagle.com/unsecure/page.htm?shortname=inbco20100823394

                          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, commenced
insolvency proceedings in the Specialized Financial Court of
Almaty City, Republic of Kazakhstan.  Anvar Galimullaevich
Saidenov, the Chairman of the Management Board of BTA Bank, then
filed a Chapter 15 petition (Bankr. S.D.N.Y. Case No. 10-10638) on
Feb. 4, 2010, estimating more than US$1 billion in assets and
debts.

On March 9, 2010, the Troubled Company Reporter-Europe reported
that JSC BTA Bank was granted relief in the U.S. under Chapter 15
when the bankruptcy judge in New York recognized the Kazakh
proceeding as the "foreign main proceeding."  Consequently,
creditor actions in the
U.S. were permanently halted, forcing creditors to prosecute out
their claims and receive distributions in Kazakhstan.

In the U.S., the Foreign Representative is represented by Evan C.
Hollander, Esq., and Douglas P. Baumstein, Esq., at White & Case
LLP in New York City.

Bloomberg News reports that the Specialized Financial Court of
Almaty approved BTA Bank's debt restructuring on Aug. 31, 2010,
trimming its obligations from $16.7 billion to $4.2 billion, and
extending its longest maturity dates to 20 year from eight.
Creditors who hold 92 percent of BTA's debt approved the
restructuring plan in May.  BTA reportedly distributed
$945 million in cash to creditors and new debt securities
including $5.2 billion of recovery units (representing an 18.5%
equity stake) and $2.3 billion of senior notes on Sept. 1, 2010.
BTA forecasts profit of slightly more than $100 million in 2011,
Chief Executive Officer Anvar Saidenov told reporters in Almaty.


BURGER KING: Fitch Downgrades Issuer Default Rating to 'B+'
-----------------------------------------------------------
Fitch Ratings has taken these rating actions on Burger King
Corporation's Issuer Default Rating and outstanding debt ratings
following its definitive agreement to be acquired by affiliates of
3G Capital.

  -- Long-term IDR downgraded to 'B+' from 'BB';
  -- Secured bank facility affirmed at 'BB+'.

Fitch has also placed the IDR on Rating Watch Negative and
assigned a 'RR1' Recovery Rating to the secured bank debt.

The downgrade reflects the likelihood that leverage will increase
considerably to finance the deal and Fitch's opinion that the
probability for completion is very high.  Burger King's board has
unanimously approved the offer, the premium is significant and 3G
Capital has received commitment letters from lenders for
financing.  Private equity affiliates of TPG Capital LP, Goldman
Sachs Capital Partners and Bain Capital Investors have also
entered into agreements with 3G Capital to tender their shares in
favor of the offer.  The aforementioned private equity affiliates
currently own approximately 31% of Burger King's outstanding
common shares and hold multiple seats on the board.

The transaction value of $4 billion, including the assumption of
$753.7 million of secured bank debt at June 30, 2010, represents a
46% premium over Burger King's stock price prior to yesterday's
news regarding a potential buyout.  The purchase price multiple to
Burger King's $444.6 million of earnings before interest, taxes,
depreciation and amortization for the fiscal year ended June 30,
2010 is 9.0 times.  Fitch views the purchase price as relatively
high, given recent acquisition multiples in the industry and the
46% equity premium.

Under the terms of the agreement, which was unanimously approved
by Burger King's Board of Directors, stockholders will receive $24
cash per share for all outstanding shares of the company's common
stock.  3G Capital plans to commence a tender offer for these
shares no later than Sept. 17, 2010.  The transaction is expected
to close in fourth-quarter 2010 unless Burger King solicits and
receives superior proposals from other potential buyers by
Oct. 12, 2010.  Fitch currently does not believe this will occur.

Although uncertainty regarding the magnitude and type of
incremental debt remains, Fitch believes that the vast majority of
the $4 billion deal value will be debt-financed.  Should an excess
of $2 billion of incremental debt be used to finance the
transaction, Burger King's pro forma rent-adjusted leverage --
defined as total debt plus eight times gross rent expense divided
by earnings before interest, taxes, depreciation, amortization and
gross rent expense -- could exceed 6.0x.  Pending more details
around acquisition financing, Fitch may take additional downgrades
within the 'B' category (as the Rating Watch Negative indicates).
The current 'B+' rating reflects the minimum downgrade based on
estimated financing scenarios and Fitch's opinion that the
likelihood of a leveraging event has increased even if the
transaction with 3G Capital does not materialize.

The affirmation of Burger King's 'BB+' secured debt rating is
based on the analysis of its recovery prospects.  The analysis
incorporates Fitch's expectation that Burger King's existing
lenders will receive 100% of their remaining principal, which
totaled $753.7 million at June 30, 2010.  Furthermore, per the
terms of Burger King's credit agreement, an event of default and
acceleration of payment would occur if an entity acquires more
than 25% of Burger King's voting stock.  Fitch plans to withdraw
its rating on the existing secured bank facility once this debt is
repaid.

For the fiscal year ended June 30, 2010, rent-adjusted leverage
was 3.5x.  Rent adjusted interest coverage, defined as EBITDAR
divided by gross interest expense plus gross rent expense, was
2.9, and funds from operations fixed-charge coverage was 2.9x.
FFO fixed-charge coverage is defined as funds from operations plus
gross interest expense plus preferred dividends plus rent expense
divided by gross interest expense plus preferred dividends plus
rent expense.  Burger King generated $125.9 million of free cash
flow -- defined as cash flow from operations less capital
expenditures and dividends during the fiscal year.  Liquidity as
of June 30, 2010, includes $187.6 million of cash and
$115.8 million of revolver availability.

Burger King's ratings consider its good cash flow generation and
competitive position in the quick-service restaurant (QSR)
industry.  According to Nation's Restaurant News' June 28, 2010
annual ranking of the top 100 restaurant companies, Burger King is
the third largest QSR chain with approximately 10% share.
However, Burger King's market share has fallen from roughly 11%
over the past two years.

The ratings also reflect Fitch's opinion that the brand continues
to be hampered by significant challenges in Burger King's system-
wide infrastructure.  Approximately 89% of Burger King's units are
operated by franchisees for which relationships have been tenuous.
The company has made progress with the nation-wide rollout of its
flexible batch broiler kitchen equipment, a new Point-of-Sale
(POS) system and gradual, albeit slow, remodeling and reimaging of
its restaurant units.  Burger King's same-store sales declined
2.3% during the latest fiscal year, underperforming many of its
QSR peers.  Fitch expects industry headwinds related to high
unemployment and weak consumer confidence to continue to pressure
top line growth.


BURGER KING: Moody's Reviews 'Ba2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service placed the ratings of Burger King
Corporation on review for possible downgrade.  This follows the
September 2, 2010 announcement that Burger King Holdings, Inc.
(the parent company of Burger King Corporation) has entered into a
definitive agreement under which affiliates of 3G Capital will
acquire Burger King Holdings, Inc. for $24 per share, or
approximately $4.0 billion, including the assumption of debt.

Ratings placed on review for possible downgrade are:

  -- Corporate Family Rating at Ba2

  -- Probability of Default Rating at Ba3

  -- $150 million senior secured revolving credit facility
     expiring June 20, 2011, rated Ba2 (LGD 3, 36%)

  -- $250 million senior secured term loan A, due June 20, 2011,
     rated Ba2 (LGD 3, 36%)

  -- $1.1 billion senior secured term loan B, due 6/20/2012 rated
     Ba2 (LGD 3, 36%)

"This announcement suggests that there is a high probability that
Burger King and/or its acquirer will need to incur substantial
debt to fund the acquisition which would weaken Burger King's
credit profile," stated Bill Fahy, Moody's Senior Analyst.

Moody's review will focus on the impact that a potential
transaction -- if ultimately consumed -- would have on debt
protection metrics, liquidity, and Burger King's overall risk
profile.  In addition, the review will consider the company's
operating trends which remain exposed to further deterioration in
consumer spending and increased competition.

Moody's last rating action for Burger King occurred on November
29, 2007, when Moody's affirmed the company's Ba2 Corporate Family
rating and changed the outlook to stable from negative.

Burger King Corporation, with headquarters in Miami, Florida,
operates 1,387 and franchises 10,787 Burger King hamburger quick
service restaurants.  Annual revenues are about $2.5 billion.


BURGER KING: S&P Puts 'BB-' Rating on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed all of its
ratings, including the 'BB-' corporate credit rating, on Miami
based-Burger King Corp., a subsidiary of Burger King Holdings
Corp., on Credit Watch with negative implications.  This action
comes after the company announced that it entered a definitive
agreement with 3G Capital under which an affiliate of 3G will
purchase all of the stock of the company at $24 per share,
including the assumption of the company's debt.  Total
considerations will amount to about $4.0 billion.

Under the terms of the agreement, 3G expects to commence a tender
offer of all the outstanding shares no later than Sept. 17, 2010.
The agreement also stipulates the about 79.1% of the company's
common shareholders must tender their shares, but affiliates of
TPG Capital LP, Goldman Sachs Capital Partners and Bain Capital
Investors, which own approximately 31% of the company's
outstanding shares have agreed to tender their shares.  S&P
believes this increases the likelihood of the transaction being
consummated.  JPMorgan Chase Bank and Barclays Capital agreed to
provide the debt financing necessary to close the transaction.

"While the financing terms of the debt financing have not been
announced, S&P believes that this debt-financed buyout will
increase the company's financial risk," said Standard & Poor's
credit analyst Charles Pinson-Rose.

                            CreditWatch

S&P expects to resolve the CreditWatch after reviewing and
analyzing the change in Burger King's financial profile, how
management intends to use cash flow to pay down debt, and
management's strategies for operating the business in more
leveraged condition.


C&D CANAL: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: C&D Canal, LLC
        c/o Xinting Charles Cao
        12504 Fellowship Court
        Reisterstown, MD 21136

Bankruptcy Case No.: 10-30122

Chapter 11 Petition Date: September 1, 2010

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: David W. Cohen, Esq.
                  1 N. Charles St., Suite 350
                  Baltimore, MD 21201
                  Tel: (410) 837-6340
                  E-mail: dwcohen79@jhu.edu

Scheduled Assets: $2,287,270

Scheduled Debts: $1,625,000

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Skeen & Kaufman           Mortgage               $25,000
911 North Charles Street
Baltimore, MD 21201

The petition was signed by Charles Cao, managing member.


CATHOLIC CHURCH: District Court Adopts Ruling in Fairbanks Case
---------------------------------------------------------------
Judge Ralph Beistline of the U.S. District Court for the District
of Alaska adopted in their entirety the Bankruptcy Court's
Proposed Findings of Fact and Conclusions of Law in connection
with the cross-motions for summary judgment filed by the Catholic
Bishop of Northern Alaska and Defendants The Catholic Mutual
Relief Society of America and The Catholic Relief Insurance
Company of America.

Therefore, Judge Beistline granted partial summary judgment in
favor of the Diocese of Fairbanks.  He opined that the $2 million
umbrella policy is a "per occurrence" limit only.  He added that
Catholic Mutual's motion for partial summary judgment on the
arbitration provision in the "claims-made" certificates is
premature.

Judge Beistline also granted the summary judgment in favor of
Catholic Mutual that post-abuse injuries are not covered under the
Catholic Mutual Policies unless the event of sexual abuse occurred
during a Catholic Mutual policy period.  Furthermore, the District
Court found that Catholic Mutual did not issue any policies to
CBNA.

In connection with his order on the Cross-Motions for Summary
Judgment, Judge Beistline entered a final judgment dismissing with
prejudice all claims asserted by the Diocese against The Catholic
Relief Insurance Company of America in the District Court
adversary proceeding, assigned Case No. 4:08-cv-0038-RRB,
commenced by the Diocese against certain insurers, including the
Catholic Mutual Defendants.

Judge Beistline explained that the Catholic Relief never issued an
insurance policy or certificate of coverage to the Diocese upon
which claims could be based.

In another order, Bankruptcy Judge Donald MacDonald IV granted
Catholic Mutual's two motions for leave to file Notices of
Supplemental Authority in support of its second motion for partial
summary judgment.

                About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for Chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  In its schedules, the Debtor
disclosed total assets of $13,316,864 and total liabilities of
$1,838,719 as of the Petition Date.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks Files Post-Confirmation Report for June
------------------------------------------------------------------
The Catholic Bishop of Northern Alaska submitted to the U.S.
Bankruptcy Court for the District of Alaska its post-confirmation
progress report for the period beginning April 1, 2010, and ending
June 30, 2010, pursuant to Rule 3022-1(a) of the Local Bankruptcy
Rules of the U.S. Bankruptcy Court for the District of Alaska.

The Court entered its order confirming the Diocese of Fairbanks
and the Official Committee of Unsecured Creditors' Third Amended
and Restated Joint Plan of Reorganization on February 17, 2010.
The Effective Date of the Plan occurred on March 19, 2010.

During the reporting period, the Diocese reports, these actions
have been taken and progress was made toward completion of
administration of its bankruptcy estate:

  (a) CBNA commenced paying installments on the Prepetition
      Secured Tax Claims, Other Secured Claims, General
      Unsecured Convenience Claims, Priority Tax Claims, Jesuit
      Unsecured Claim, and Convenience Tort Claims in accordance
      with the Plan;

  (b) CBNA paid administrative claims after the Court entered
      orders approving the final amounts of those fees;

  (c) CBNA instituted a policy requiring its representatives not
      refer verbally or in print to claimants as "alleged," and
      urging representatives to refer to them as "survivors of
      clergy sexual abuse";

  (d) CBNA posted a letter of apology on its Web site at
      http://www.cbna.info/letterofapology/index.shtml,along
      with a prominent link to the names of the known
      perpetrators of abuse.  The letter was also read as an
      announcement on KNOM and posted in the parishes;

  (e) Bishop Donald J. Kettler sent a personal letter to every
      survivor of abuse assuring the survivor that they are not
      at guilt, that they committed no sin in reporting the
      abuse, and that the sacraments they received from abusers
      were valid.  The Bishop personally signed each of the 344
      letters, which also invited survivors to scheduled healing
      ceremonies and listening sessions; and

  (f) The Bishop conducted healing ceremonies and listening
      sessions, to which he had invited the survivors.

Kasey C. Nye, Esq., at Quarles & Brady LLP, in Tucson, Arizona,
tells the Court that the Diocese will pay expeditiously all
administrative claims for fees payable pursuant to Section 1930 of
the Judicial and Judiciary Procedures.  Based on CBNA's
distributions, its fees for the quarter will total approximately
$10,400.

The Diocese further reports that these matters concerning
administration of the estate were still pending as of June 30,
2010:

  -- Matters pertaining to the final fee application of Cook
     Schuhmann & Groseclose, Inc., are being resolved with the
     United States Trustee; and

  -- Matters in regard to the Louis and Nancy Greens' stay
     violation and their appeal remain pending.

                About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for Chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  In its schedules, the Debtor
disclosed total assets of $13,316,864 and total liabilities of
$1,838,719 as of the Petition Date.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Reports on Progress of Non-Monetary Undertakings
-----------------------------------------------------------------
The Catholic Bishop of Northern Alaska filed with the U.S.
Bankruptcy Court for the District of Alaska a status report
pursuant to Section 17.12 of the Diocese and the Official
Committee of Unsecured Creditors' Third Amended and Restated Joint
Plan of Reorganization.

Section 17.12 requires the Diocese to file semi-annual reports
regarding non-monetary steps undertaken to promote healing and
reconciliation of abuse survivors.

The Plan became effective on March 19, 2010.

The Diocese reports that:

  -- it has posted on the home page of its Web site, located at
     http://www.cbna.infoa prominent link to the names of all
     known perpetrators -- admitted, proven or credibly accused
     -- including all deceased perpetrators;

  -- it has posted notices in its parishes and urging those
     abused by priests and other clergy to contact law
     enforcement to report the abuse.  The Notices have been
     broadcast on radio station KNOM and provide contact
     information for counseling sessions;

  -- it has added an Abuse Incident Report Form to its Web site,
     and called for abuse survivors to come forward in its
     Diocesan newsletter, "Ministering."  All submitted Forms
     are to be routed and reviewed by the Child Protection
     Officer for the Diocese of Fairbanks.  As of August 17,
     2010, none have been received;

  -- Bishop Donald J. Kettler has sent a letter of apology dated
     March 17, 2010, to all survivors of clergy sexual abuse;

  -- it has posted copies of the Letter of Apology in all of its
     parishes and on the Web site;

  -- the Letter of Apology has been read by Bishop Kettler as a
     public service announcement on radio station KNOM at least
     once a month for 3 consecutive months since the Effective
     Date;

  -- Bishop Kettler drafted and sent 344 personal letters of
     apology to each Tort Claimant.  Each Personal Letter of
     Apology states that the survivor was not at guilt, that no
     sins were committed in the survivor's reporting of the
     abuse, and that all sacraments received by the survivor
     from the abuser are valid;

  -- Bishop Kettler held Healing and Listening Sessions in
     Unalakleet, Kotlik, Mountain Village, and Marshall, in
     Alaska, and will continue to hold those Sessions in the
     future;

  -- the Bishop's Easter broadcast message was dedicated to
     contrition and apology; and

  -- Alaska's three Catholic Bishops are scheduled to express
     contrition and apologize at the Alaska Federation of
     Natives convention in Fairbanks this fall.

                About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for Chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  In its schedules, the Debtor
disclosed total assets of $13,316,864 and total liabilities of
$1,838,719 as of the Petition Date.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CBGB HOLDINGS: Seeks Court Approval Activision Trademark Deal
-------------------------------------------------------------
CBGB Holdings LLC said it is asking a bankruptcy court to approve
a trademark agreement that would allow Activision to promote its
role in the latest Guitar Hero to be released on Sept. 28, 2010.

The hearing on the proposed deal is scheduled for Sept. 23.

CBGB Holdings filed for bankruptcy on June 11, 2010 (Bankr.
S.D.N.Y. Case No. 10-13130).  Judge Stuart M. Bernstein presides
over the case.  Kenneth A. Reynolds, Esq., at McBreen & Kopko, in
Jericho, New York, serves as the Debtor's counsel.  The Debtor
estimated assets and debts of $1 million to $10 million in its
Chapter 11 petition.


CBI HOLDING: E&Y Settles Malpractice Suit with CBI Creditors
------------------------------------------------------------
After successfully challenging a $27 million damages award against
it, Ernst & Young LLP has brokered a settlement with creditors of
CBI Holding Co. Inc., resolving an epic malpractice dispute over
the auditor's failure to detect massive fraud at CBI in the early
1990s, Bankruptcy Law360 reports.

Judge Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York last week approved the settlement
after CBI creditors chose to bury the hatchet, Law360 says.

CBI Holding Company, Inc., and its pharmaceutical wholesale
distributor affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 94-B-43819) in 1994.  Bankruptcy Services, Inc.,
is the court-appointed successor to CBI's claims.  BSI sued
(Bankr. S.D.N.Y. Adv. Pro. No. 96-9143A) Ernst & Young in 1996.


CHARTER COMMS: Bank Debt Trades at 5% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Charter
Communications, Inc., is a borrower traded in the secondary market
at 94.95 cents-on-the-dollar during the week ended Friday,
September 3, 2010, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents an
increase of 0.45 percentage points from the previous week, The
Journal relates.  The Company pays 262.5 basis points above LIBOR
to borrow under the facility, which matures on March 6, 2014.
Moody's has withdrawn its rating on the bank debt while it carries
Standard & Poor's BB+ rating.  The loan is one of the biggest
gainers and losers among 215 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, served as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, served as Charter
Investment, Inc.'s bankruptcy counsel.

Charter Communications, Inc., emerged from Chapter 11 under its
pre-arranged Joint Plan of Reorganization, which was confirmed by
the United States Bankruptcy Court for the Southern District of
New York on Nov. 17, 2009.


CHOCTAW RESORT: Moody's Downgrades Corporate Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service downgraded Choctaw Resort Development
Enterprise's corporate family rating, probability of default
rating and senior unsecured notes rating to B3 from B2.  The
senior secured term loan rating was lowered to B3.  The outlook
remains negative.

Ratings downgraded:

  -- Corporate Family Rating to B3 from B2

  -- Probability of Default Rating to B3 from B2

  -- Senior Secured Term Loan due 2011 to B2 (LGD 3, 42%) from
     B1(LGD3, 42%).

  -- Senior Unsecured Notes due 2019 to B3 (LGD4, 56%) from B2
     (LGD4, 56%)

  -- Outlook: Negative

                        Ratings Rationale

The ratings downgrade reflects the weaker than expected operating
performance, which is likely to result in a potential financial
covenant breach under the term loan agreement in the near-to-
medium term.  Additionally, the lower rating reflects Moody's
expectation that the Enterprise will not be able to sustain a
fixed charge ratio -measured by (EBITDA-capex-distribution)/
(Interest + debt amortization) above 1.0x by the end of its fiscal
year end 2010, a target ratio needed to maintain its B2 CFR.  As
of June 30, 2010, the fixed charge ratio fell materially below
1.0x mainly due to deteriorated EBITDA and relatively fixed and
significant tribal distribution.

The negative outlook reflects the weakening liquidity due to a
potential covenant violation, as well as the looming refinancing
risk as the Term Loan will mature in November 2011.  The outlook
also considers the prolonged operating challenges such as the
elevated unemployment rate in Choctaw's primary market in
Mississippi, would continue to pressure its revenue and earnings
in the medium term, despite the Enterprise's effort in cutting the
operating costs including the consolidation of Golden Moon and
Silver Star Casinos into one operation since late 2009.  In
addition, in spite of Choctaw's continued reduction with regards
to tribal distributions, Moody's believes further cut-back in
distribution may be practically infeasible should EBITDA erode
further.

The B3 CFR reflects the Enterprise's small size, dependence on a
single market area and unfavorable economic outlook in its primary
market.  The rating also considers its modest leverage and solid
interest coverage, offset by significant distribution and
resultant weak FCF and fixed charge ratio.

Choctaw Resort is a component unit of the Mississippi Band of
Choctaw Indians, which was created by the Tribe in October 1999 to
run its gaming operations.  It owns and operates in central
Mississippi the Silver Star Hotel and Casino and the Golden Moon
Hotel and Casino, which commenced operations in 1994 and 2002,
respectively.


CIRCUIT CITY: Hearing on Committee Backed Plan on Wednesday
-----------------------------------------------------------
The hearing to consider the Second Amended Joint Plan of
Liquidation of Circuit City Stores, Inc., its debtor-affiliates,
and the Official Committee of Unsecured Creditors will be held on
September 8, 2010, at 10:00 a.m., Eastern Time, or as soon as
counsel can be heard before Judge Kevin Huennekens of the United
States Bankruptcy Court for the Eastern District of Virginia.

As previously reported, the Debtors and the Creditors' Committee
filed their Second Amended Joint Plan on August 9, 2010.  The
Plan Proponents also filed a Supplemental Disclosure detailing
the significant events that occurred since the filing of the
Original Plan, as well as the differences between the Plans.

Objections to the Second Amended Plan were due August 30, 2010.

The confirmation hearing may be adjourned from time to time by
announcement in open court or by filing a further notice.  The
Second Amended Plan may be modified, if necessary, before, during
or as a result of the confirmation hearing, without further
notice to parties-in-interest.

                      Confirmation Objections

Eastman Kodak Company asks the Court to deny confirmation of the
Second Amended Plan of Liquidation of the Debtors and the
Official Committee of Unsecured Creditors, dated August 9, 2010,
saying certain conditions to the effective date are indefinite.
Robert S. Westermann, Esq., at Hirschler Fleischer, P.C., in
Richmond, Virginia -- rwestermann@hf-law.com -- notes that under
the Second Amended Plan, no funds can be distributed until all of
the Conditions to the Effective Date are met.  Because the
Conditions are indefinite, indefinable, and without limitation,
there is no basis upon which creditors can determine when
distributions will be made, he argues.

Sharon K. Jones, treasurer of Douglas County, Colorado, objects
to the Second Amended Joint Plan of Liquidation saying:

  (a) The Plan fails to require the Allowed Miscellaneous
      Secured Claims to be paid in the order to their lien
      priorities; ignores the priority of Douglas County's
      statutory property tax lien, which is senior to all liens
      that are not statutory tax liens; and, thereby, allows
      Miscellaneous Secured Claims that are junior to Douglas
      County's Claim to be paid ahead of Douglas County; and

  (b) The Plan fails to provide that, at the latest, Douglas
      County's Claim will be paid over a period ending not later
      than five years after the order for relief, as required by
      Section 1129(a)(9)(C)(ii) and 1129(a)(9)(D) of the
      Bankruptcy Code.

                       About Circuit City

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

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

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

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

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

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


CIRCUIT CITY: Proposes to Sell Sarasota, Florida Property
---------------------------------------------------------
Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, and
Rule 2002 of the Federal Rules of Bankruptcy Procedure, Circuit
City Stores, Inc., its debtor-affiliates ask the U.S. Bankruptcy
Court for the Eastern District of Virginia:

      (i) for authority for the seller, Circuit City, to enter
          into an agreement with Rodney Dessberg for the sale of
          certain real property in Sarasota, Florida, subject to
          higher or otherwise better bids;

     (ii) to approve certain bidding procedures;

    (iii) to approve the Sale free and clear of all interests;
          and

     (iv) to approve the assumption, assignment and sale of
          certain unexpired lease of non-residential real
          property free and clear of all interests.

Circuit City's Property is located at 4708 South Tamiami Trail,
in Sarasota, Florida.  It is a small parcel located between two
commercial properties, one being a former retail store leased by
the Seller.  The Property includes a billboard being leased by
Circuit City to CBS Outdoor, Inc., pursuant to a lease dated
July 15, 2008, as amended.

Douglas M. Foley, Esq., at McGuireWoods LLP, in Richmond,
Virginia, informs the Court that the Sale of the Property would
be subject to the Lease, which would be assigned to any purchaser
of the Property.

Circuit City, along with its real estate advisor, DJM Realty,
LLC, has been marketing the Property and the Lease since around
the time the going-out-of-business sales commenced.  Upon review
of the proposals received, Circuit City determined that Rodney
Dessberg's proposal was considerably higher or otherwise better
than the alternate ones received.

                       Purchase Agreement

According to Mr. Foley, Circuit City has agreed to sell the
Property and assign the Lease to Mr. Dessberg for $45,000,
subject to higher or otherwise better proposals.

The significant terms of the Agreement includes:

  (a) The Property consists solely of the Seller's right, title
      and interest in and to the Property, together with all
      rights and appurtenances pertaining to the land,
      including, without limitation, all of Seller's rights,
      title and interest in and to the Lease, but expressly
      excluding any improvements thereon which, pursuant to the
      terms of the Lease, are owned by the Tenant, CBS Outdoor.

  (b) Possession of the Property would be delivered "AS IS,
      WHERE IS."  The Property would be sold free and clear of
      all liens, claims and encumbrances, except for certain
      "Permitted Encumbrances."

  (c) The Sale of the Property would be subject to Court
      approval.

  (d) The Purchaser has placed $4,500 into an escrow account
      with Chelsea Title Company.  If the Sale is consummated
      under the Agreement, the Deposit will be applied to the
      Purchase Price.  Upon closing of the Sale, or if the
      Agreement is terminated before the Closing because of the
      Purchaser's breach of the Agreement, the Seller would be
      entitled to the Deposit.

  (e) The Closing will occur on the date, which is 30 days after
      entry of the order approving the Sale, or any other date
      mutually agreed on by the parties.

  (f) The Agreement could be terminated before Closing in these
      circumstances: (1) by Purchaser, if an action is initiated
      to take any material portion of the Property by eminent
      domain proceedings, (2) by Purchaser or Seller if either
      other party is in breach of the Agreement, or (3) by the
      Seller, in order to permit the Seller to accept a higher
      or better offer for the Property pursuant to the Bidding
      Procedures.

A full-text copy of the Agreement is available at no charge
at http://bankrupt.com/misc/CC_SarasotaSaleAgreement081810.pdf

                  Proposed Bidding Procedures

To ensure that Circuit City receives the highest or otherwise
best proposal for the Property, it will entertain alternate
proposals for the Sale.

Any parties, including previously submitted proposals, may submit
an alternate proposal for consideration by the Debtors, and are
to be sent to (i) Circuit City Stores, Inc.; (ii) counsel of
Circuit City, Skadden, Arps, Slate, Meagher & Flom LLP; (iii)
counsel to the Official Committee of Unsecured Creditors,
Pachulski Stang Ziehl & Jones LLP; and (iv) DJM Realty Services,
LLC.

If Circuit City receives any Qualified Bids, a telephonic auction
will be held on September 2, 2010, at 2:00 p.m., Eastern Time.
The Purchaser, Mr. Dessberg, and all other parties that submitted
a Qualified Bid will be advised of the Auction.

At the conclusion of any Auction, Circuit City, in consultation
with its advisors and representatives of the Creditors'
Committee, would determine the highest or otherwise best bid --
Successful Bid.

After the Auction, if any, Circuit City intends to proceed with a
hearing to approve the Sale on September 8, 2010, at 2:00 p.m.

If no Qualified Bids other than Mr. Dessberg's bid is received,
Circuit City would proceed with the Sale to the Purchaser after
entry of the Sale Order.  If Circuit City receives additional
Qualified Bids, then it would seek approval of the Successful
Bid, as well as the second highest or best Qualified Bid.  A bid
would not be deemed accepted by Circuit City unless and until
approved by the Court.

If the Successful Bidder fails to consummate the Sale for
specific reasons, then the Alternate Bid would be deemed to be
the Successful Bid, and Circuit City would be permitted to
effectuate a Sale to the Alternate Bidder without further Court
order.

To be considered a Qualified Bid or a Qualified Bidder for
purposes of the Auction, the person or entity submitting the bid
would be required to submit an offer by the Bid Deadline,
including (i) an executed copy of the Agreement marked to show
the amendments and modifications that the Qualified Bidder
proposes, including modifications to the Purchase Price, which
must be at least $49,500 -- the Initial Minimum Overbid; (ii) the
potential bidder and the officers or authorized agents, who will
appear on its behalf; (iii) a statement that the bid will not be
conditioned on the outcome of unperformed due diligence by the
bidder or any financing contingency; (iv) a good faith deposit of
$4,500 plus 10% of the amount the bid exceeds the Purchase Price;
(v) an acknowledgement that the bidder's offer is irrevocable
until two business days after the closing of the Sale; and
(vi) an acknowledgement that, in the event the bidder is the
Alternate Bidder, it will proceed with the purchase of the
Property pursuant to the terms of the Marked Agreement.

The deadline for filing objections to the Sale was last Sept. 1,
2010.

                       About Circuit City

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

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

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

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

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

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


CIRCUIT CITY: Wins OK to Terminate Employee Benefit Programs
------------------------------------------------------------
Circuit City Stores Inc. and its units received the U.S.
Bankruptcy Court's authority to terminate their employees' benefit
programs and to amend the 401(k) Plan under Sections 105 and
363(b) of the Bankruptcy Code.

Prior to the Petition Date, the Debtors provided their employees
with a number of employee benefit programs, including:

  * Circuit City Stores, Inc. Dental Plan;
  * Circuit City Stores, Inc. Vision Plan;
  * Circuit City Stores, Inc. Medical Flexible Spending Account;
  * Circuit City Stores, Inc. Health Care Plan;
  * Circuit City Stores, Inc. Long Term Disability Plan;
  * Circuit City Stores, Inc. Short Term Disability Plan;
  * Circuit City Stores, Inc. Business Travel Accident Plan;
  * Circuit City Stores, Inc. Associate Life Insurance Plan;
  * Circuit City Stores, Inc. Health and Dependent Care
    Payment Plan; and
  * Circuit City Stores, Inc. Health and Dependent Care Payment
    Plan for California Associates.

The Employee Benefit Programs were funded to varying degrees by
contributions from the Debtors and participating employees.

Pursuant to the Court's order allowing the Debtors to continue
most of their Employee Benefit Programs, the Debtors continued to
provide certain Benefit Programs after the Petition Date.

Subsequent to the commencement of the going-out-of-business sales
and the wind-down of the Debtors' business and the reduction of
their workforce by over 99%, the Debtors sought and obtained the
Court's permission to pay additional compensation for certain
eligible employees.  The Stipend Motion sought authorization to
discontinue payments under the Benefit Programs and to provide
remaining employees with a weekly stipend to help the employees
defray the costs of obtaining benefits elsewhere.

Accordingly, no amounts have been paid under the Benefit Programs
for more than a year, relates Gregg M. Galardi, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, in Wilmington, Delaware.  He
adds that as of August 10, 2010, the agreements between the
Debtors and the providers of the various Benefit Programs have
expired by their terms.

The Debtors have continued to wind-down their operations and, in
so doing, have further reduced their remaining workforce.  At this
time, the Debtors employ only 15 employees, who continue to
receive the Stipend in lieu of the Benefit Programs, Mr. Galardi
informs the Court.

For these reasons, the Benefit Programs provide no further
benefits to the Debtors and serve no further purpose, Mr. Galardi
contends.  He discloses that on June 30, 2010, the Board of
Directors of Circuit City Stores, Inc., approved a resolution
amending the Benefit Programs, effective April 2, 2010, to provide
that, upon satisfaction of the liabilities of the Benefit
Programs, any assets remaining in the Benefit Programs' accounts
will be used to pay expenses or benefits under any other welfare
plans maintained by Circuit City or distributed to Circuit City.
The resolution also provides for the termination of the Benefit
Programs, effective April 2, 2010.

In addition to the Benefit Programs, the Debtors provided their
employees with the Circuit City Stores, Inc. 401(k) Plan managed
by Wachovia Bank, N.A.  Under the 401(k) Plan, eligible employees
could contribute between 1% and 40% of their pre-tax compensation
each year for investment in the 401(k) Plan, subject to
contribution limits established by the Internal Revenue Service.

Employees who participated in the 401(k) Plan were eligible to
receive a 100% matching contribution from the Debtors for the
first 3% of salary that the employee contributed and a 50%
matching contribution for the next 2% of the employee's salary.
As of the Petition Date, approximately 4,600 employees had elected
to participate in the 401(k) Plan.

In light of the liquidation, the Debtors amended the 401(k) Plan
to eliminate the provisions with respect to Matching Employer
Contributions.  On June 30, 2010, the Circuit City Board of
Directors approved a resolution providing for the amendment of the
401(k) Plan, effective for the years beginning on or after
December 31, 2009, to enable forfeited amounts to be used to pay
the expenses of the 401(k) Plan.

The amendment of the 401(k) Plan authorized by the 401(k) Plan
Resolution enables the remaining forfeited amounts to be put to
productive use and will assist the Debtors in moving forward with
the termination of the 401(k) Plan and the wind down of their
estates.

Accordingly, the Debtors believe that valid business reasons exist
for terminating the Benefit Programs and amending the 401(k) Plan.

                       About Circuit City

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

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

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

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

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

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


CITY OF BALTIMORE HOTEL: Moody's Affirms 'Ba1' Rating on Bonds
--------------------------------------------------------------
Moody's Investors Service has revised to negative from stable the
outlook on the City of Baltimore (Maryland) Hotel Corporation's
revenue bonds.  Moody's are also affirming the Baa3 rating on the
senior lien bonds outstanding in the amount of $247.5 million and
the Ba1 rating on the subordinate lien bonds outstanding in the
amount of $50.4 million.  The negative outlook is based on the
weakened financial position of the bond structure due to lower
than expected revenues and reduced reserves available to
bondholders.  After successfully opening in 2008, the effects of
the economic recession has caused the hotel to fall short of
projected occupancy and revenues.  While coverage from revenues
remains near expected levels, lower revenues have precluded funds
from accumulating in the cash trap reserve fund as expected.  In
addition, 50% of the debt service reserve fund is supported by
$8.5 million surety policy provided by Syncora Guarantee (rated
Ca, developing outlook), which Moody's believes now provides a
substantially lower level of credit protection.

The Baa3 reflects the hotel's solid financial performance during
the economic downturn and indications that revenues are recovering
in the current fiscal year.  Hotel performance in occupancy and
average daily rate approximated Moody's financial stress scenarios
when these bonds were initially rated.  The hotel is generally
outperforming its competitive set in the Baltimore market and
maintains solid reserve levels that have not been used during this
period of stress.  These reserves include site specific hotel
occupancy taxes collected at the property and the ability to use
up to $7 million of HOT collected city-wide that must be
appropriated from the city's budget, if needed.

Legal Security: The bonds will be secured by loan payments from
the corporation equal to debt service, which will in turn be
secured by the net revenues of the hotel and a first lien mortgage
on the facility, both of which will be pledged directly to
bondholders.  In addition, the city has covenanted to budget and
appropriate annually for the purposes of paying debt service an
amount equal to the hotel occupancy taxes generated by the hotel,
the property taxes paid by the hotel to the city, and up to
$7 million of city-wide hotel occupancy taxes(equal to 25% of
maximum annual debt service on the Series 2006A and 2006B bonds
combined).  The bonds are additionally secured by various reserve
funds.

Interest Rate Derivatives: None.

                            Strengths

* High level of ongoing municipal support.  Tax revenue
  contributions could total up to 86% or more of senior lien debt
  service in the stabilized year

* Substantial reserves provide good protection from revenue
  shortfalls

* Well positioned in a historically strong hospitality market

* Hilton brings substantial expertise, resources, and brand-name
  recognition to the project, along with providing a substantial
  financial guarantee

                           Challenges

* The project operates in a highly competitive market, with five
  other high quality hotels located nearby, along with a number of
  limited service hotels and several new properties expected to be
  constructed in the coming years

* Initial revenue performance has been well below expected levels
  due to the economic recession and lower demand for hotel space

* Reserves have weakened due to reduced credit strength of the
  surety policy providers for 50% of the senior lien debt service
  reserve fund and the lack of funding of the cash trap reserve

* The hotel is dependent in large part on the convention center's
  ability to compete successfully with convention centers in other
  cities along the Eastern seaboard, an increasingly crowded
  field.

Recent Developments:

The recent economic recession has reduced hotel demand nationwide
and the Baltimore market has been no exception.  Performance has
fallen across the hotel's competitive set with revenue per
available room approximately 26% lower to $92.1 in 2009 than in
2007.  RevPAR has increased to $97.8 in the first six months of
2010 from $95.1 in 2009 across the competitive set.  The hotel
opened in 2008 and completed all outstanding construction in 2009.
Since opening the hotel has outperformed the set with RevPAR of
$93.7 in 2009 and $108.5 for the first six months of 2010.  The
improvement across the competitive set indicates that the market
is rebounding somewhat in 2010.  Moody's believes the hotel's
above average improvement compared to the rest of the set
indicates the property's relative strength in the market due to
its proximity to the convention center and the newer facilities
available at the property.  Moody's expects the hotel will
continue to outperform the competitive set, but will remain
subject to risks that overall market demand will fall again if
economic conditions do not continue to improve.

Poor performance reduced 2009 revenues $3.1 million below the
$20.8 million expected in the forecast when the bonds were issued.
However, much of this shortfall was covered by bond proceeds that
remained in the capitalized interest fund.  As a result the hotel
was able to fund all expected reserves during 2010.  Although 2010
has seen improved performance, the RevPAR has been substantially
below the $145.6 RevPAR expected in projections.  As a result the
hotel has used the $2.2 million that was deposited in the cash
trap fund and which was expected to grow to $10 million over time.
It is unclear how much the property will continue to rely on
reserves in 2011 and beyond, but it will struggle to reach
projections given the depth of the recession and the poor
performance that has resulted at the hotel in its first two years.

The other reserves have been untouched during the downturn, but
Moody's expects the hotel will potentially need to access a
portion of the $9 million operating reserve in 2011.  Moody's does
not expect the hotel will need to use any HOT revenues or any of
the $25 million guarantee that Hilton Corporation (owned by The
Blackstone Group, not rated) has pledged to support the bonds.
Funds for this guarantee are currently held in a letter of credit
with US Bank (rated Aa1, ratings on review for possible downgrade)
that expires in February 2011.

Moody's also does not expect the hotel to use any debt service
reserve funds in 2011, though there is some potential these funds
may be necessary in future years if the hotel is not able to
realize a substantial recovery in revenue in the next few years.
Although this reserve includes $8.5 million in cash, the other 50%
is fulfilled by a surety policy from Syncora.  Moody's believes
the deterioration in the credit strength of Syncora since the
policy was issued has materially impacted its ability to honor
this commitment.  As a result, the money reasonably available in
this reserve that protects bondholders from default is measurably
lower.

The City of Baltimore (rated Aa2) has fared better than the rest
of nation during the national recession.  Unemployment has fallen
to 7.9% but remains below the national average of 9.5% due to the
area's concentration in the healthcare and education industries.
The Baltimore hotel market may become more competitive in 2011 as
a 200-room Four Season's property is planned for opening within a
mile of the property.  Moody's expects there will be at least some
impact to the hotel from this additional competition and Moody's
will monitor the effects as the property opens.

                             Outlook

The negative rating outlook is based on Moody's expectation that
economic conditions will make it difficult for the hotel to
generate revenues that cover all expenses and debt service
requirements.  The outlook also considers the current level of
reserves, which are lower than initially expected.

                What Could Change the Rating -- Up

RevPAR increases to levels contemplated in the initial financing
and full funding of the cash trap reserve could place upward
pressure on the rating.

               What Could Change the Rating -- Down

If hotel financial performance continues at levels that do not
allow annual revenues to cover debt service requirements and
expenses and do not provide for some funding of the cash trap
reserve fund in the next two years.

Key Indicators:

* Facility Size: 757 rooms

Reserves:

* Operating Reserve: $9 million

* Senior Debt Service Reserve: $8.5 million in cash, $8.5 million
  in surety

* Subordinate Debt Service Reserve: $3.9 million

* Hilton Guarantee: $25 million

* Minimum Cash Trap Fund Amount: $0 (expect funded from net
  revenues up to $10 million)

Debt Outstanding:

* Convention Center Hotel Revenue Bonds, Senior Series 2006A,
  $247.5 million

* Convention Center Hotel Revenue Bonds, Subordinate Series 2006B,
  $50.4 million

The last rating action was on January 5, 2009, when the ratings on
the bonds were affirmed.

The City of Baltimore Hotel Corporation's bond ratings were
assigned by evaluating factors believed to be relevant to the
credit profile of the issuer such as i) the business risk and
competitive position of the issuer versus others within its
industry or sector, ii) the capital structure and financial risk
of the issuer, iii) the projected performance of the issuer over
the near to intermediate term, iv) the issuer's history of
achieving consistent operating performance and meeting budget or
financial plan goals, v) the nature of the dedicated revenue
stream pledged to the bonds, vi) the debt service coverage
provided by such revenue stream, vii) the legal structure that
documents the revenue stream and the source of payment, and
viii) and the issuer's management and governance structure related
to payment.


CLAIRE'S STORES: Posts $8.34 Million Net Loss in July 31 Quarter
----------------------------------------------------------------
Claire's Stores Inc. reported a net loss of $8.34 million for the
three months ended July 31, 2010, compared with a net loss of
$3.73 million for the three month ended Aug. 1, 2009.

The Company's balance sheet at July 31, 2010, showed $2.76 billion
in total assets, $2.641 billion in total liabilities, and a
stockholders' deficit of $62.33 million

The Company reported net sales of $334.2 million for the fiscal
2010 second quarter, an increase of $20.0 million compared to the
fiscal 2009 second quarter.  The increase was attributable to an
increase in same store sales and new store sales, partially offset
by foreign currency effect of our foreign locations' sales and
closed stores.  Sales would have increased 9.5% excluding the
impact from foreign currency rate changes.

The Company said, "Consolidated same store sales increased 8.9%
in the fiscal 2010 second quarter.  In North America, same store
sales increased 9.0% and European same store sales increased 8.7%.
Our third quarter same store sales trend is currently in the mid-
single digits.  We compute same store sales on a local currency
basis, which eliminates any impact from changes in foreign
exchange rates."

Chief Executive Officer Gene Kahn commented, "Despite continued
weakness in the economy and wavering consumer confidence, we
believe the progress we have made this year on our 2010 priorities
helped us continue to achieve an above average performance.  The
collective effort of our dedicated and results driven Global team
was responsible for fueling this outcome."

Gross profit percentage increased 300 basis points during the
fiscal 2010 second quarter to 52.4% compared to the fiscal 2009
second quarter of 49.4%.  The increase consisted of a 150 basis
point improvement in merchandise margin and a 210 basis point
decrease in occupancy costs, offset by a 60 basis point increase
in buying and buying-related costs.  Merchandise margin benefited
by 90 basis points based on the results of our all store North
America inventory observation.  Merchandise margin also benefited
from increased initial mark up and reduced mark downs partially
offset by increases in freight.  The improvement in occupancy rate
is due to the leveraging effect of higher sales.

A full-text copy of the Earning Release is available for free
at http://ResearchArchives.com/t/s?6ab8

                      About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.


CLAIRE'S STORES: Bank Debt Trades at 14% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 85.62 cents-
on-the-dollar during the week ended Friday, September 3, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.47
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 29, 2014, and carries
Moody's Caa2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 215 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of January 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

Claire's Stores, Inc., reported a net loss of $12,300,000 for the
three months ended May 1, 2010, from a net loss of $29,023,000 for
the three months ended May 2, 2009.  Net sales were $322,077,000
for the three months ended May 1, 2010, from $293,098,000 for the
three months ended May 2, 2009.

At May 1, 2010, the Company had total assets of $2,828,167,000
against total current liabilities of $189,612,000; long-term debt
of $2,297,603,000; revolving credit facility of $194,000,000;
obligations under capital leases of $17,290,000; deferred tax
liability of $121,156,000; deferred rent expense of $22,680,000;
unfavorable lease obligations and other long-term liabilities of
$34,070,000; resulting in stockholder's deficit of $48,244,000.


CONTINENTAL AIRLINES: Shareholders Meeting on Sept. 17 for Merger
-----------------------------------------------------------------
United Air Lines, Inc. and Continental Airlines Inc. will hold
special meetings of stockholders on September 17, 2010, at
10:00 a.m., local time, to obtain approvals of certain proposals
to effect the merger, pursuant to an amendment dated August 16,
2010, to a joint proxy statement on Form S-4, and a final
prospectus on Form 424 dated August 18, 2010, filed by the parties
with the Securities and Exchange Commission.

UAL stockholders will meet at United Airlines Education and
Training Center, 1200 East Algonquin Road, in Elk Grove Village,
Illinois, to consider and vote on:

  * the proposal to approve the issuance of shares of UAL common
    stock to Continental stockholders pursuant to the merger
    pursuant to the Agreement and Plan of Merger dated May 2,
    2010, among UAL, Continental and JT MergerSub Inc., a wholly
    owned subsidiary of UAL; and

  * the proposal to adopt UAL's amended and restated certificate
    of incorporation.

Continental will hold its special stockholders' meeting at The
Crowne Plaza Hotel, 1700 Smith Street, Houston, Texas for
stockholders to vote on the Agreement and Plan of Merger.

                  United and Continental
                Receive Exemption from DOT

The DOT issued a route transfer exemption for United, Continental
and Continental Micronesia, according to a Form 425 dated August
31, 2010, filed with the SEC.  According to UAL, the exemption is
one of the final steps in the regulatory process for the proposed
merger.

UAL relates that some information the DOT requires for a final
determination, like the composition of the Board of Directors of
the new, combined company, will not be available until the merger
closes.  Against this backdrop, United and Continental requested
for the exemption.  UAL notes the exemption will allow the merger
to close while the carriers continue to provide updated
information.  Final approval for transfer of international
certificates and all other economic authority is expected in the
coming months, UAL adds.

Under the law and DOT policy, when two carriers holding
international route authority come under common ownership and
control, prior approval is required by DOT.

                      Proxy Statement

In Forms 425 filed with the Securities and Exchange Commission
from August 19 and 31, and September 1, 2010, UAL Corp. disclosed
that the proposed merger between United Air Lines, Inc. and
Continental Airlines, Inc. will be submitted to the stockholders
of UAL and Continental for their consideration.

In that light, UAL filed with the SEC a registration statement on
Form S-4 on June 25, 2010, as amended, that includes a joint proxy
statement of Continental and UAL that also constitutes a
prospectus of UAL.  UAL and Continental also plan to file other
documents with the SEC regarding the proposed transaction.  The
Form S-4 became effective on August 18, 2010, according to a
notice of effectiveness filed with the SEC on the same date.

                   Merger Integration Stages

To answer questions raised by employees about what happens once
the merger closes, UAL explains that the merger will undergo three
stages:

(1) Legal merger that will occur in the fourth quarter of this
     year.  This merger stage cannot be completed until UAL and
     Continental get regulatory and stockholder approval;

(2) "Customer Day One" that will occur next spring; and

(3) Operational merger when UAL and Continental obtain a single
     operating certificate from the FAA, which will take at
     least a year after the legal merger.

On the day of the merger:

  * Continental Airlines and United Airlines will become
    subsidiaries of a holding company called United Continental
    Holdings, Inc.

  * Stockholders will own shares in that holding company.

  * Employees will work for the same team, across the two
    airlines, with one management team.

  * United and Continental will continue to operate as separate
    airlines until they receive a single operating certificate
    from the FAA.

  * Employees will still receive their paychecks from the same
    place and report to work as normal.

Following the close of the merger, United's and Continental's two
teams will be able to work more closely and share information so
that they can integrate the airlines' systems and make decisions
about products and services that they will offer to customers to
prepare for Customer Day One, UAL relates.  United and Continental
will set the date and ensure that their employees have the right
tools and resources in place to set them up for success in
supporting the customers, UAL says.

The operational merger will feature, among other things, United's
and Continental's goal to train employees, create a unified team
and, for represented employees, have joint collective bargaining
agreements in place, UAL adds.

In furtherance of the operational merger, United and Continental
have agreed on a path to obtain a single operating certificate
from the FAA for the new airline, Michael Quiello, vice president
for corporate safety, security, quality and environment of United,
relates in a message to employees on September 1, 2010.

A joint team from United and Continental has been meeting with the
FAA on a regular basis and is developing a structured process in
cooperation with the FAA to merge the United and Continental
operations under a single operating certificate.

This is a long-term process that will follow a series of steps in
a transition plan that United and Continental will submit to the
FAA later this month, Mr. Quiello notes.

Specifically, United and Continental decided to retain the legacy
Continental operating certificate and the legacy United repair
station certificate.  Among other things, the Continental
Micronesia operation will be combined with Continental's in
advance of the integration between the Continental and United
operations, Mr. Quiello notes.  This will allow United and
Continental to avoid delaying the larger, more complicated
integration of the carriers' operations and will simplify some of
the later integration steps between the two carriers, he explains.

More importantly, the transition plan United and Continental will
submit to the FAA this month, if approved, will allow the carriers
to begin to harmonize thousands of technical and operations
programs currently in effect at both airlines, Mr. Quiello points
out.  The scope of the single operating certificate will include
the new airline's specific authorizations, limitations, standards
and procedures necessary to ensure safety and regulatory
compliance for flight and ground operations, he notes.

According to another Form 425, articles featuring the merger and
an interview with Keith Halbert, chief information officer and
senior vice president of United, will be published in the
September 2010 issue of Hemispheres, United's inflight magazine.

Full-text copies of the Sept. 1 Message and Hemisphere Articles
are available for free at:

  * Sept. 1 Message
    http://ResearchArchives.com/t/s?6aa2

  * Hemisphere Articles
    http://ResearchArchives.com/t/s?6a9a

                    About Continental Airlines

Continental Airlines is the world's fifth largest airline.
Continental, together with Continental Express and Continental
Connection, has more than 2,700 daily departures throughout
the Americas, Europe and Asia, serving 132 domestic and 137
international destinations.  Continental is a member of Star
Alliance.  Continental has total assets of $13.60 billion against
total debts of $12.87 billion as of June 30, 2010.

In May 2010, Continental announced an agreement to merge with UAL
Corp.  The merger has not yet been completed.

In August 2010, Moody's Investors Service affirmed its 'B2'
corporate family, with negative outlook, for Continental Airlines.
Moody's said the affirmation, among other things, signifies the
potential for it to maintain the B2 rating if the proposed merger
with UAL (B3 corporate family from Moody's, on review for upgrade)
is completed under terms that enable the combined entity to
achieve the potential revenue and cost synergies that have been
identified.  However, the outlook remains negative because of the
industry's weak track record in successfully executing large
business combinations.

Continental caries a 'B' corporate rating, on watch negative, from
Standard & Poor's.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'B3' corporate family and
probability of default ratings from Moody's, 'B-' long term
foreign issuer credit rating from Standard & Poor's, and 'CCC'
long term issuer default rating from Fitch.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.


CONTINENTAL AIRLINES: Reports August 2010 Traffic Results
---------------------------------------------------------
Continental Airlines reported an August consolidated load factor
of 86.5 percent, 0.7 points above the August 2009 consolidated
load factor, and a mainline load factor of 87.2 percent, 0.6
points above the August 2009 mainline load factor.  Both load
factors were records for the month.  The carrier reported an
August domestic mainline load factor of 88.4 percent, 0.4 points
below the August 2009 domestic mainline load factor, and a record
international mainline load factor of 86.1 percent, 1.5 points
above August 2009.

During August, Continental recorded a U.S. Department of
Transportation on-time arrival rate of 87.1 percent and a mainline
segment completion factor of 99.9 percent.

In August 2010, Continental flew 8.7 billion consolidated revenue
passenger miles and 10.1 billion consolidated available seat
miles, resulting in a consolidated traffic decrease of 0.4 percent
and a capacity decrease of 1.1 percent as compared to August 2009.
In August 2010, Continental flew 7.9 billion mainline RPMs and 9.0
billion mainline ASMs, resulting in a mainline traffic decrease of
0.7 percent and a mainline capacity decrease of 1.3 percent
compared to the same period last year.  Domestic mainline traffic
was 3.8 billion RPMs in August 2010, down 2.6 percent from August
2009, and domestic mainline capacity was 4.3 billion ASMs, down
2.1 percent from August 2009.

For August 2010, both consolidated and mainline passenger revenue
per available seat mile are estimated to have increased between
18.0 and 19.0 percent compared to August 2009.  For July 2010,
consolidated passenger RASM increased 21.2 percent compared to
July 2009, while mainline passenger RASM increased 21.9 percent
compared to the same period last year.

Continental's regional operations had a record August load factor
of 80.5 percent, 1.3 points above the August 2009 regional load
factor. Regional RPMs were 877.7 million and regional ASMs were
1,089.9 million in August 2010, resulting in a traffic increase of
2.0 percent and a capacity increase of 0.3 percent versus August
2009.

Continental Airlines is the world's fifth largest airline.
Continental, together with Continental Express and Continental
Connection, has more than 2,700 daily departures throughout the
Americas, Europe and Asia, serving 132 domestic and 137
international destinations.  Continental is a member of Star
Alliance, which overall offers more than 21,200 daily flights to
1,172 airports in 181 countries through its 28 member airlines.
With more than 40,000 employees, Continental has hubs serving New
York, Houston, Cleveland and Guam, and together with its regional
partners, carries approximately 63 million passengers per year.

Continental consistently earns awards and critical acclaim for
both its operation and its corporate culture.  For nine
consecutive years, FORTUNE magazine has ranked Continental as the
top U.S. airline on its "World's Most Admired Companies" airline
industry list. For more company information, go to
continental.com.

A full-text copy of the preliminary traffic results is available
for free at http://ResearchArchives.com/t/s?6ab7

                    About Continental Airlines

Continental Airlines is the world's fifth largest airline.
Continental, together with Continental Express and Continental
Connection, has more than 2,700 daily departures throughout the
Americas, Europe and Asia, serving 132 domestic and 137
international destinations.  Continental is a member of Star
Alliance.  Continental has total assets of $13.60 billion against
total debts of $12.87 billion as of June 30, 2010.

In May 2010, Continental announced an agreement to merge with UAL
Corp.  The merger has not yet been completed.

In August 2010, Moody's Investors Service affirmed its 'B2'
corporate family, with negative outlook, for Continental Airlines.
Moody's said the affirmation, among other things, signifies the
potential for it to maintain the B2 rating if the proposed merger
with UAL (B3 corporate family from Moody's, on review for upgrade)
is completed under terms that enable the combined entity to
achieve the potential revenue and cost synergies that have been
identified.  However, the outlook remains negative because of the
industry's weak track record in successfully executing large
business combinations.

Continental caries a 'B' corporate rating, on watch negative, from
Standard & Poor's.


CROSSTOWN STOR-N-MORE: Asks for Court OK to Use Cash Collateral
---------------------------------------------------------------
Crosstown Stor-N-More Self Storage, LLC, asks for authority from
the U.S. Bankruptcy Court for the Middle District of Florida to
use cash collateral.

As of the Petition Date, Debtor owe Cadence Bank, NA, $8,351,654,
less any setoff for Debtor's prepetition counterclaim.  The debt
appears to be secured by all of the Debtor's assets.

Alberto F. Gomez, Jr., Esq., at Morse & Gomez, PA, explains that
the Debtor needs to use the cash collateral to fund its Chapter 11
case, pay suppliers and other parties.

The Debtor will provide an interim budget at the time of the
initial emergency hearing on this matter setting forth its income
and expenses during the interim period.  For instance, taxes are
being set aside and the monthly interim amount proposed to be paid
to Cadence is $36,538.  If Cadence rejects Debtor's adequate
protection offer, the Debtor reserves the right to deposit the
proposed adequate protection in escrow pending resolution of the
counterclaim the Debtor has asserted against Cadence.

Bradenton, Florida-based Crosstown Stor-N-More Self Storage, LLC's
business consists of a self storage facility, an executive office
center, and a car wash in Tampa, Florida.  Crosstown Stor-N-More
filed for Chapter 11 protection on August 20, 2010 (Bankr. M.D.
Fla. Case No. 10-20055).  Alberto F. Gomez, Jr., Esq., at Morse &
Gomez, PA, assists the Debtor in its restructuring effort.  The
Debtor estimated assets at $10 million to $50 million and debts at
$1 million to $10 million in its Chapter 11 petition.


CULLIGAN INTERNATIONAL: Bank Debt Trades at 21% Off
---------------------------------------------------
Participations in a syndicated loan under which Culligan
International Co. is a borrower traded in the secondary market at
79.21 cents-on-the-dollar during the week ended Friday, September
3, 2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.77 percentage points from the previous week, The Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 16, 2012, and
carries Moody's B3 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 215 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Culligan International Co. is a water services provider based in
Rosemont, Illinois.  The company distributes its products
primarily through an extensive dealer network.


DELUXE ENTERTAINMENT: Moody's Reviews 'B1' Corporate for Downgrade
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
its ratings for Deluxe Entertainment Services Group Inc. and
subsidiary Deluxe Toronto Ltd., including the company's Corporate
Family Rating, Probability of Default Rating and individual
instrument ratings, as outlined below.

The review incorporates the company's underperformance relative to
expectations in conjunction with Moody's ongoing negative outlook
for the core processing and distribution of film footage business
lines due to digital substitution, both domestically and
internationally.  The review will focus on management's ability to
take strategic action(s) that might mitigate these concerns, and
could result in more than a one-notch downgrade in the absence
thereof.  The expected broad-based roll-out of digital projectors
is fueled in part with funding raised earlier this year by digital
projector integrators who are closely aligned with major studios,
as well as theatre exhibitors.

These ratings were placed on review for possible downgrade:

Issuer: Deluxe Entertainment Services Group, Inc.

* Corporate Family Rating -- B1
* Probability of Default Rating -- B1
* Senior Secured 1st Lien Bank Credit Facility -- Ba3, LGD3 - 39%
* Senior Secured 2nd Lien Bank Credit Facility -- B3, LGD5 - 84%

Issuer: Deluxe Toronto Ltd.

* Senior Secured 1st Lien Bank Credit Facility -- Ba3, LGD3 - 39%

Deluxe's financial leverage (as measured by Moody's adjusted debt-
to-EBITDA) of approximately 4.2x at June 30, 2010 (vs. 4.5x at
December 31, 2009) remains relatively high in light of heightened
business risk and is above Moody's expectations as well as
management's plan.  Despite 9.4% consolidated revenue declines
over the last six months, the company has maintained EBITDA levels
through proactive cost reductions, improving product mix, tighter
working capital management, restructurings as well as establishing
joint ventures to achieve operating efficiencies.  In the face of
continued revenue declines in film processing and distribution,
and factoring in planned organic growth in creative services
business, Moody's believe it will be unlikely for consolidated
revenue and EBITDA levels to be maintained, absent acquisitions,
given that distribution and processing account for 64% and 58% of
combined revenues and EBITDA, respectively.  Moody's plan to meet
with management to review the company's strategy to transition the
business mix away from its reliance on 35mm film processing and
distribution.

The last rating action was on December 1, 2009, when Moody's
withdrew ratings on Deluxe's cancelled note issuance.

Deluxe's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Deluxe's core industry and
believes Deluxe's ratings are comparable to those of other issuers
with similar credit risk.

Deluxe Entertainment Services Group Inc., headquartered in Los
Angeles, CA, is a worldwide supplier of film processing and
distribution (64% of LTM June 30, 2010 revenue) as well as
creative services (36% of revenue) to the major producers and
distributors of motion pictures and television programs.  Deluxe
is an indirect wholly-owned subsidiary of MacAndrews & Forbes
Holdings Inc.  Revenue was approximately $993 million for the LTM
period ended June 30, 2010.


DENNY HECKER: Should be Put Behind Bars Now, Prosecutors Say
------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review that Denny
Hecker hasn't gone on trial yet for various federal fraud charges,
but the feds want him behind bars now.  According to the DBR, the
Star Tribune is reporting that the federal government is pointing
to Mr. Hecker's alleged hiding of assets from the bankruptcy court
and federal prosecutors as justification for its request.

"While on release after being charged in this case with bankruptcy
fraud and wire fraud, the defendant has committed multiple
additional acts of bankruptcy fraud by secretly liquidating and
concealing assets belonging to the bankruptcy estate," the Star
Tribune quoted prosecutors as saying in court papers.

As a result, the government considers Mr. Hecker a flight risk and
threat to the community if he's not put behind bars before his
trial starts on Oct. 18.

According to DBR, Brian Toder, Mr. Hecker's public attorney, told
the Star Tribune Thursday that while "it doesn't look good for
Denny," his client will "remain out of custody until a hearing."
He also added that his job defending Mr. Hecker would become a lot
more complicated if his client was in the slammer "because of the
mounds of data that we have to go through."

The DBR notes the government's request follows a bankruptcy
judge's order that Mr. Hecker turn over documents explaining how a
man whose pleading of poverty won an attorney paid with public
funds is able to still zoom around town in a Cadillac Escalade,
dine at upscale seafood and steak restaurants and hold onto his
country club membership.

                        About Denny Hecker

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

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


DEX MEDIA EAST: Bank Debt Trades at 23% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East,
LLC, is a borrower traded in the secondary market at 76.77 cents-
on-the-dollar during the week ended Friday, September 3, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.32
percentage points from the previous week, The Journal relates.
The Company pays 250 basis points above LIBOR to borrow under the
facility.  The bank loan matures on October 24, 2014.  The debt is
not rated by Moody's and Standard & Poor's.  The loan is one of
the biggest gainers and losers among 215 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                       About Dex Media East

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.

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


DEX MEDIA WEST: Bank Debt Trades at 13% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West,
LLC, is a borrower traded in the secondary market at 86.66 cents-
on-the-dollar during the week ended Friday, September 3, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.11
percentage points from the previous week, The Journal relates.
The Company pays 450 basis points above LIBOR to borrow under the
facility, which matures on October 24, 2014.  The debt is not
rated by Moody's and Standard & Poor's.  The loan is one of the
biggest gainers and losers among 215 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                        About Dex Media West

Dex Media West, LLC, is a subsidiary of Dex Media West, Inc., and
an indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media
is a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter
11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment on
its senior unsecured notes due April 15.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
Illinois represent the Debtors in their restructuring efforts.
Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as
the Debtors' local counsel.  The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
is claims and noticing agent.

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


DOT VN: Meets With Vietnam and Laos to Discuss Internet Policy
--------------------------------------------------------------
Dot VN Inc. attended a two day meeting ending Aug. 21, 2010 with
the Vietnam Internet Network Information Center and the Laotian
National Internet Committee to discuss the implementation of the
Laotian Internet.

The meeting, hosted by LANIC and held in Vientiane, Laos, covered
various topics, including a review of LANIC's technical system
readiness, a draft of an Internet Management Policy for the
Laotian country code Top Level Domain ".LA", and a survey of the
site and equipment requisite for hosting the Laotian domain name
system by LANIC.  Preliminary discussions on a domain name
registration contract were also part of the meeting.  During
closed door sessions, Dot VN was an integral participant in
developing the initial draft of the Laotian Internet Policy with
representatives from VNNIC and LANIC.

Dot VN also presented software and hardware solutions uniquely
suited to drive the growth of the Laotian Internet.  The LANIC
infrastructure is expected to be developed based on best of breed
technologies, including the use of Elliptical Mobile Solutions'
Micro-Modular Data CenterTM equipment and E-Band Communication's
E-Link 1000EXR millimeter wave radios for which Dot VN has secured
distribution rights in the country of Laos.

"We are extremely honored to be part of the discussions to develop
and grow Internet usage in Laos," stated Dot VN Chief Executive
Officer Thomas Johnson.  "Dot VN was invited to be part of the
meeting because of our experience helping to further the
development of the Internet in the country of Vietnam.  Our
successful experience in Vietnam is readily transferable to the
current situation in Laos.  Moreover, given our past success in
Vietnam, we feel that the adoption and development of the Internet
in Laos will occur in an expedited fashion once we bring our
expertise to bear on the situation."

                          About Dot VN

Dot VN, Inc. -- http://www.DotVN.com/-- provides innovative
Internet and telecommunication services for Vietnam.  The Company
was awarded an "exclusive long term contract" by the Vietnamese
government to register ".vn" (Vietnam) domains and commercialize
Parking Page Marketing/Online Advertising worldwide via the
Internet.  Also, Dot VN has exclusive rights to distribute and
commercialize Micro-Modular Data CentersTM solutions and Gigabit
Ethernet Wireless applications to Vietnam and Southeast Asia
region.

The Company's balance sheet at April 30, 2010, showed $2.5 million
in total assets and $9.3 million in total liabilities, for a
stockholders' deficit of $6.7 million.

Following the Company's 2009 results, Chang G. Park CPA expressed
substantial doubt against Dot VN's ability to continue as a going
concern, citing the Company's losses from operations.


DRINKS UNIQUE: Court Rejects WWP's Fraud Transfer Claims
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas,
Shearman Division, denied World Wide Polymers, Inc.'s bid to force
the debtors Drinks Unique, Inc. and Tru-Pak, Inc., to pay World
Wide Polymer's unsecured claim against Plastic Solutions Molding,
Inc.

Drinks and Tru-Pak filed separate Chapter 11 petitions in January
2010.  Drinks' and Tru-Pak's cases were precipitated by a dispute
between Drinks and a secured lender over the refinancing of a
loan.  While Drinks and the lender were attempting to work out
their issues, the plaintiff sued individual and corporate
defendants in the District Court for the 199th Judicial District
of Collin County, Texas.  Drinks removed the plaintiff's action to
the Bankruptcy Court.

The plaintiff asserts that the defendants fraudulently transferred
PSM's property to Tru-Pak. The plaintiff asserts that the
defendants conspired to tortiously interfere with PSM's contract
to pay the plaintiff for resin.  The plaintiff also asserts that
the directors and officers of PSM conspired to breach their
fiduciary duties to the plaintiff and PSM.

In the bankruptcy cases, the plaintiff asserts a $1,053,324.36
unsecured claim against Drinks and Tru-Pak as of the date of
bankruptcy.

Defendants PSM and Shelf-Life Management, Inc. a/k/a Shelf-Life
Solutions, Inc., are defunct and have not appeared in the suit.
Shannon Ruppman Beck and Kraig A. Ruppman have received bankruptcy
discharges.  The remaining defendants, Drinks and Tru-Pak, Kurt H.
Ruppman, Sr., Judy Stout Ruppman, Shelli Ruppman Kranz and Kurt H.
Ruppman, Jr., deny the plaintiff's claims.

Judge Brenda T. Rhoades on August 27, 2010, held that:

     -- the defendants have not fraudulently transferred the
        assets of PSM, nor are Defendants Drinks, Kurt H. Ruppman,
        Sr., Judy Stout Ruppman, Shelli Ruppman Kranz or Kurt H.
        Ruppman, Jr. liable to the plaintiff transferees under
        Texas Uniform Fraudulent Transfer Ac;

     -- the defendants did not breach fiduciary duties owed to
        either PSM or the plaintiff;

     -- the defendants did not intentionally or willfully
        interfere with the plaintiff's contract with PSM;

     -- the defendants had an absolute legal right to take all
        challenged actions as recognized by both TUFTA and the
        UCC; and

     -- there was no fraudulent or otherwise illegal activity
        supporting the plaintiff's claims to pierce the corporate
        veil or for civil conspiracy.

A copy of the decision is available at:

     http://www.leagle.com/unsecure/page.htm?shortname=inbco20100827702

Based in Plano, Texas, Drinks Unique, Inc., filed for Chapter 11
bankruptcy protection (Bankr. E.D. Tex. Case No. 10-40196) on
January 21, 2010.  Christopher J. Moser, Esq., at Quilling,
Selander, Cummiskey & Lownds, in Dallas, serves as bankruptcy
counsel.  The Debtor estimated $1 million to $10 million in assets
and debts.


EDITH AVANZADO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Edith Avanzado
        307 Linda Vista Avenue
        Pasadena, CA 91105

Bankruptcy Case No.: 10-47646

Chapter 11 Petition Date: September 3, 2010

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

Judge: Victoria S. Kaufman

Debtor's Counsel: Roy C. Dickson, Esq.
                  2323 N. Tustin Avenue, Suite I
                  Santa Ana, CA 92705
                  Tel: (714) 541-8080
                  Fax: (714) 541-8090
                  E-mail: roycd@aol.com

Scheduled Assets: $5,138,150

Scheduled Debts: $6,550,329

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-47646.pdf


FREESCALE SEMICON: Bank Debt Trades at 10% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Freescale
Semiconductor, Inc., is a borrower traded in the secondary market
at 89.60 cents-on-the-dollar during the week ended Friday,
September 3, 2010, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents a
drop of 0.93 percentage points from the previous week, The Journal
relates.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 16, 2016, and
carries Moody's B2 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 215 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Freescale Semiconductor, Inc. -- http://www.freescale.com/-- once
Motorola's Semiconductor Products Sector, is one of the oldest and
most diverse makers of microchips in the world.  It produces many
different kinds of chips for use in automobiles, computers,
industrial equipment, wireless communications and networking
equipment, and other applications.  The company's global client
roster includes such blue-chip companies as Alcatel-Lucent, Bosch,
Cisco Systems, Fujitsu, Hewlett-Packard, QUALCOMM, and Siemens, as
well as former parent Motorola.  Freescale nets about half of its
sales from the Asia/Pacific region.  The Blackstone Group, The
Carlyle Group, Permira Advisers, and TPG Capital own the company.

Freescale carries a 'CCC' issuer default rating from Fitch
Ratings.


GATEHOUSE MEDIA: Bank Debt Trades at 61% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 38.60 cents-
on-the-dollar during the week ended Friday, September 3, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.52
percentage points from the previous week, The Journal relates.
The Company pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on February 27, 2014, and carries
Moody's Ca rating and Standard & Poor's CCC- rating.  The loan is
one of the biggest gainers and losers among 215 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

The Company's balance sheet at June 30, 2010, showed
$572.2 million in total assets, $1.3 billion in total
liabilities, and a $795.1 million stockholders' deficit.


GENERAL MOTORS: Treasury May Limit Non-U.S. Investors
-----------------------------------------------------
The Wall Street Journal's Sharon Terlep reports people familiar
with the matter said that the U.S. Treasury is concerned about how
many overseas investors it should allow to buy big stakes in
General Motors Co. through the car maker's initial public offering
this fall.  The sources told the Journal the caution -- aimed at
minimizing any political fallout from the massive stock sale --
could involve limiting or being selective about which non-U.S.
investors such as sovereign-wealth funds would be invited to be
"cornerstone" investors in the IPO.

The Journal notes cornerstone investors typically are recruited to
commit to buying and holding a large stake at a set share price as
a show of confidence intended to draw in other investors.  In
exchange, they sometimes get a better price on the stock.  The
Journal further relates sovereign-wealth funds and other overseas
investors hold big stakes in many major U.S. companies.  But the
issue is touchy for GM, since U.S. taxpayers poured $50 billion
into the car maker last year to fund its bankruptcy
reorganization.  The Treasury would begin to sell its shares
through the IPO.

A decision on to what extent such overseas groups will be allowed
as cornerstone investors in the IPO is expected within the next
couple of weeks, these people said, according to the Journal.

The Journal also says a larger group of cornerstone investors
could clear the way for the Treasury to offload a bigger piece of
its 61% stake in GM through the stock sale, which is planned for
mid-November.  GM and the banks underwriting the deal are pushing
for the biggest possible investor pool to increase the size of the
stock offering, which will likely involve stakes in the car maker
sold by the Treasury, a union-managed retiree trust fund and
Canadian governments.

According to the Journal, the company would like to eliminate the
U.S. stake as soon as possible since it has dissuaded some
potential customers from buying its vehicles.  But the Treasury
wants to hold out for the best possible price for its stake in an
effort to make the government whole on its investment or even make
a profit.  That might involve the U.S. selling less of its stake
this fall and more over time.

GM plans to launch a "road show," in which it would pitch the IPO
to investors, immediately after the Nov. 2 midterm elections, with
a goal of holding the offering before the end of November, people
familiar with the plans told the Journal.

The Journal says a key part of the road-show message will be an
assurance that new Chief Executive Dan Akerson will remain with
the company for several years, according to people familiar with
the matter.  Mr. Akerson took over as CEO on Wednesday, succeeding
Edward E. Whitacre Jr.  Mr. Akerson, 61, told the board he would
stay from two to five years, or possibly longer, said people
familiar with the matter.  Mr. Whitacre was unwilling to make that
commitment, leading to his announcement last month that he would
step down as CEO last week and as chairman by year's end.

According to the Journal, GM's board felt it was critical to
present a long-term CEO to investors as part of its IPO pitch.

The Journal also reports Mr. Akerson on Thursday sent a Labor Day-
timed message to employees in which he said he had met recently
with United Auto Workers President Bob King and is confident the
car maker and union can work together.

Describing a meeting with Mr. King and UAW Vice President Joe
Ashton, Mr. Akerson said, "While we will not always see eye to eye
on everything, GM will succeed to the extent that management and
labor work together."

                       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 June 30, 2010, GM had $131.899 billion in total assets,
$101.00 billion in total liabilities, $6.998 billion in preferred
stock, and $23.901 billion in stockholders' equity.

                   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)


GEORGE PARK: Files Schedules of Assets and Liabilities
------------------------------------------------------
George W. Park Seed Co. Inc., filed with the U.S. Bankruptcy Court
for the District of South Carolina its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $7,000,000
  B. Personal Property            $1,829,112
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $28,354,151
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $68,580
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $16,366,890
                                 -----------      -----------
        TOTAL                     $8,829,112      $44,789,621

Based in Greenwood, South Carolina, George W. Park Seed Co. Inc.,
along with four affiliates, filed for Chapter 11 protection on
April 2, 2010 (Bankr. D. S.C. Lead Case No. 10-02431).  R.
Geoffrey Levy, Esq., represents the Company in its restructuring
effort.

Jeffrey Collins at The Associated Press reported that the
Bankruptcy Court has accepted an offer from Chevy Chase, Md.-based
Blackstreet Capital to acquire South Carolina's troubled Park Seed
for $12.8 million.


GLOUCESTER ENGINEERING: Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
Gloucester Engineering Co., Inc., filed with the U.S. Bankruptcy
Court for the District of Massachusetts its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $18,570,765
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,195,432
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $131,139
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $15,236,077
                                 -----------      -----------
        TOTAL                    $18,570,765     $30,562,649

Since its inception in 1961, Gloucester Engineering Company has
been a global leader in advancing quality and production limits in
the plastics extrusion and converting market.  GEC offers a range
of innovative system and component solutions, for both new lines
and retrofits, that provide customers a competitive edge in
applications that include bag making, foam and sheet extrusion,
blown and cast film extrusion, and extrusion coating.

GEC manufactures its equipment from its headquarters in
Gloucester, MA, USA and through its joint-venture company in
Damman, India, Kabra Gloucester Engineering.

Gloucester Engineering's Chapter 7 case -- filed on March 23, 2010
-- was converted to Chapter 11 bankruptcy protection on June 25,
2010 (Bankr. D. Mass. Case No. 10-12967).


GREAT ATLANTIC: Directors Acquire Stock Equivalent Units
--------------------------------------------------------
Edward Lewis, a director at Great Atlantic & Pacific Tea Co. Inc.,
disclosed acquiring 1,184 Stock Equivalent Units on August 31.
The units convert to a common stock on a one-for-one basis. The
stock units acquired under the Company's 2004 Non-Employee
Director Compensation Plan convert to Common Stock following the
director's termination from the Board, the date of which is not
yet known.  Mr. Lewis may be deemed to directly hold 28,927 common
shares following the transaction.

Director Greg Mays disclosed acquiring 1,330 Stock Equivalent
Units on August 31.  Mr. Mays may be deemed to directly hold
22,254 common shares following the transaction.

Thomas O'Boyle Jr., who was recently appointed as Executive Vice
President for the Merchandising, Marketing, Supply & Logistics
departments, disclosed in a Form 3 filing last week that he
doesn't hold any company shares.

                            About A&P

Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc. (A&P, NYSE Symbol: GAP), founded in 1859, is one of
the nation's first supermarket chains.  The Company operates 429
stores in 8 states and the District of Columbia under the
following trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-
Center, Best Cellars, The Food Emporium, Super Foodmart, Super
Fresh and Food Basics.

The Company's balance sheet at June 19, 2010, showed $2.6 billion
in total assets, $897.0 million in total current liabilities, $2.3
billion in total non-current liabilities, $135.0 million series A
redeemable preferred stock, and $659.0 million in stockholders'
deficit.

Great Atlantic carries 'Caa3' probability of default and corporate
family ratings from Moody's Investors Service and a 'CCC'
corporate credit rating from Standard & Poor's.

At the end of July 2010, when Moody's downgraded the SGL rating to
SGL-4 (reflecting weak liquidity), Moody's said, "A&P does have
sufficient liquidity to meet immediate operating needs, but
liquidity is strained over the next four quarters as a result of
the company's debt maturity in June 2011."  S&P, in July 2010,
when it lowered the corporate rating to 'CCC' from 'CCC+', said it
"expects weak trends to continue and the company to be
significantly cash flow negative."


GUITAR CENTER: Bank Debt Trades at 12% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Guitar Center,
Inc., is a borrower traded in the secondary market at 88.38 cents-
on-the-dollar during the week ended Friday, September 3, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.95
percentage points from the previous week, The Journal relates.
The Company pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on October 9, 2014, and carries
Moody's B3 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 215 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Guitar Center, Inc., headquartered in Westlake Village,
California, is the largest musical instrument retailer with 312
stores and a direct response segment, which operates its websites.
It operates three distinct musical retail business - Guitar Center
(about 70% of revenue), Music & Arts (about 7% of revenue), and
Musician's Friend (its direct response subsidiary with 24% of
revenue).  Total revenue is about $2 billion.

Guitar Center carries 'Caa1' corporate family and probability of
default ratings from Moody's Investors Service.  In December 2009,
Moody's said, "The Caa1 Corporate Family Rating reflects Guitar
Center's very weak credit metrics, particularly its interest
coverage, as a result of its very high level of debt."


HC WALDEN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: HC Walden Properties, LLC
        Three Pickwick Plaza, Suite 400
        Greenwich, CT 06830

Bankruptcy Case No.: 10-52106

Chapter 11 Petition Date: September 1, 2010

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Neil Y. Siegel, Esq.
                  COLE SCHOTZ MEISEL FORMAN & LEONARD PA
                  900 Third Avenue, 16th Floor
                  New York, NY 10022
                  Tel: (646) 563-8929
                  Fax: (646) 521-2029
                  E-mail: nsiegel@coleschotz.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/ctb10-52106.pdf

The petition was signed by Ralph Harrison, chief executive
officer.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
SageCrest II LLC                       08-50754   08/17/08


HERBST GAMING: Bank Debt Trades at 45% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Herbst Gaming,
Inc., is a borrower traded in the secondary market at 55.00 cents-
on-the-dollar during the week ended Friday, September 3, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.88
percentage points from the previous week, The Journal relates.
The loan matures on December 8, 2013.  The Company pays 187.5
basis points above LIBOR to borrow under the facility.  Moody's
has withdrawn its rating, while Standard & Poor's does not
assigned a rating, on the bank debt.  The loan is one of the
biggest gainers and losers among 215 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

As reported by the Troubled Company Reporter on April 12, 2010,
Standard & Poor's withdrew its ratings on Las Vegas-based Herbst
Gaming Inc. at the company's request.

Herbst filed for bankruptcy protection under Chapter 11 of the
U.S. Bankruptcy Code in Nevada on March 22, 2009.  The Bankruptcy
Court issued an order on January 22, 2010, confirming the
company's amended joint plan of reorganization.  Although the plan
became effective February 5, 2010, it will not be fully
implemented until the substantial consummation date; this will not
occur until certain conditions, including approval of gaming
authorities in Nevada, Missouri, and Iowa have been satisfied.

                        About Herbst Gaming

Headquartered in Reno, Nevada, Herbst Gaming, Inc. --
http://www.herbstgaming.com/-- is a diversified gaming company.
The Company and its subsidiaries focus on two business lines, slot
route operations and casino operations.  The Company's route
operations involves the exclusive installation and, as of
September 30, 2009, operation of approximately 6,300 slot machines
in non-casino locations, such as grocery stores, drug stores,
convenience stores, bars and restaurants.  The casino operations
consist of 16 casinos located in Nevada, Iowa and Missouri.

The Company and 17 of its affiliates filed for Chapter 11
protection on March 22, 2009 (Bankr. D. Nev. Lead Case No. 09-
50752).  Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at
Gordon Silver, represent the Debtors in their restructuring
efforts.  Herbst Gaming had $919.1 million in total assets; and
$33.5 million in total liabilities not subject to compromise and
$1.24 billion in liabilities subject to compromise, resulting in
$361.0 million in stockholders' deficiency as of March 31, 2009.

At December 31, 2009, Herbst Gaming, Inc., had $612.8 million in
total assets and $1.232 billion in total liabilities.  Cash and
cash equivalents were $32.6 million at December 31, 2009.


HERTZ CORP: Bank Debt Trades at 2% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which The Hertz
Corporation is a borrower traded in the secondary market at 97.86
cents-on-the-dollar during the week ended Friday, September 3,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.65 percentage points from the previous week, The Journal
relates.  The Company pays 175 basis points above LIBOR to borrow
under the facility.  The bank loan matures on December 21, 2012,
and carries Moody's Ba1 rating and Standard & Poor's BB- rating.
The loan is one of the biggest gainers and losers among 215 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc.
(NYSE: HTZ), based in Park Ridge, New Jersey, is the world's
largest general use car rental brand, operating from around 8,000
locations in 147 countries worldwide.  Hertz also operates one of
the world's largest equipment rental businesses, Hertz Equipment
Rental Corporation, through more than 375 branches in the United
States, Canada, France, Spain and China.

Hertz carries Moody's 'B1' corporate family rating and probability
of default ratings.


HOLOGIC INC: S&P Assigns 'BB+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB+' corporate credit rating to Hologic Inc., and its 'BB+' debt
rating and '3' bank loan rating to the company's $1.7 billion
convertible debt.  The rating outlook is stable.  These actions
reflect Hologic's increasing diversity and improving financial
profile over the past several years, and S&P's opinion that the
company is not likely to pursue material, debt-financed
acquisitions.

"The high-speculative-grade rating on Bedford, Mass.-based
manufacturer and supplier of diagnostic, surgical, and medical
imaging equipment and products Hologic Inc. reflects technology
risk, competitive threats, and sensitivity of capital goods sales
to economic cyclicality," said Standard & Poor's credit analyst
Cheryl Richer.  In addition, the company faces some exposure to
reimbursement challenges.  These risks more than offset the
company's well-established positions in women's health markets,
moderate product and geographic diversity, and the growing
contribution of consumables as a percentage of sales.  A
significant, but rapidly improving financial risk profile,
reflects deleveraging that has resulted largely from debt
reduction.

Hologic's fair business risk profile reflects the challenges posed
to the company's well-established positions in women's health
markets.  Hologic's focus in this field places it in competition
with a few very large companies that have significantly greater
resources, including Johnson & Johnson, General Electric Co. and
Becton Dickinson & Co. Although Hologic will continually face
challenges to improve its products in the face of such substantial
competitors, S&P does not expect competitive threats to develop
rapidly.


INNOVATIVE COMM: Co-Debtor Had No Standing to Oppose Asset Sale
---------------------------------------------------------------
WestLaw reports that an individual's status as a co-obligor who
was jointly and severally liable with a Chapter 11 debtor for up
to $100 million of a judgment debt of more than $500 million did
not give him standing to object to a proposed sale of the Debtor's
assets.  There was no credible evidence that the assets could be
sold for a sum which, along with proceeds generated by other
sales, would not leave more than $100 million still owing on the
judgment, such that the individual's liability on judgment was not
affected by the sale.  Moreover, the individual was neither a
creditor of the estate nor an equity holder.  In re Innovative
Communication Corp., --- B.R. ----, 2010 WL 3359614 (Bankr. D.
V.I.) (Fitzgerald, J.).

After overruling the co-debtor's objection, the Honorable Judith
K. Fitzgerald authorized the Chapter 11 trustee to sell the
Debtor's so-called Group 1 Assets free and clear of all liens to
the highest bidder.

Based in Christiansted, St. Croix, U.S. Virgin Islands,
Innovative Communication Corporation is a telecommunications and
media company with extensive holdings throughout the Caribbean
basin.  The company's operations are in Belize, British Virgin
Islands, Guadeloupe, Martinique, Saint-Martin, Sint Maarten,
U.S. Virgin Islands and France and include local, long distance
and cellular telephone companies, Internet access providers,
cable television companies, business systems, and The Virgin
Islands Daily News, a Pulitzer Prize-winning newspaper.

On Feb. 10, 2006, creditors Greenlight Capital Qualified, L.P.,
Greenlight Capital, L.P., and Greenlight Capital Offshore, Ltd.,
filed involuntary chapter 11 petitions (Bankr. D. Del. Case
Nos. 06-10133 through 06-10135) against Innovative
Communication Company LLC and Emerging Communications, Inc.,
and Jeffrey J. Prosser, the company's principal.  The
Greenlight creditors disclosed US$18,780,614 in total claims.

On July 31, 2006, Innovative LLC, Emerging, and Mr. Prosser,
filed voluntary chapter 11 petitions (Bankr. D. V.I. Case Nos.
06-30007 through 06-30009).  Pursuant to Rule 1003-1 of the
Local Bankruptcy Rules of the District Court of the Virgin
Islands, Bankruptcy Division, Mr. Prosser and Bobby Lubana,
were designated as the individuals who are the principal
operating officers of the alleged debtor.  On Dec. 14, 2006, the
Delaware Bankruptcy Court entered an order transferring the
venue of the involuntary bankruptcy cases transferring to the
U.S. District Court for the District of the Virgin Islands,
Bankruptcy Division.

On July 5, 2007, the Greenlight creditors filed an involuntary
chapter 11 petition against Innovative Communication Corporation
(Bankr. D. V.I. Case No. 07-30012).  The creditors disclosed
total aggregate claims of US$56,341,843.  Matthew J. Duensing,
Esq., and Richard H. Dollison, Esq., at Stryker, Duensing,
Casner & Dollison, and Matthew P. Ward, Esq., at Skadden Arps
Slate Meagher & Flom LLP, represent the creditors.

Stan Springel of Alvarez & Marsal, the Court-appointed chapter
11 trustee, is represented by Andrew Kamensky, Esq., at Hunton &
Williams.


IPC SYSTEMS: Moody's Affirms 'B3' Corporate, Negative Outlook
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of IPC Systems,
Inc., including its B3 corporate family rating, its Caa1
probability of default rating, as well as the B1 ratings on its
first-lien senior secured credit facilities and Caa2 rating on its
second-lien secured credit facility.  IPC's ratings outlook
remains negative.

The continuation of the negative ratings outlook reflects Moody's
concerns about IPC's high debt leverage (8.0x for LTM June 2010,
Moody's adjusted) and the ratings agency's opinion that despite
expectations of modest year-over-year improvement in EBITDA, a
meaningful improvement in financial leverage is unlikely over the
next 12 to 18 months amid a weak economic recovery in the U.S. and
Europe, and somewhat uncertain impact of regulatory reforms on the
trading business in the financial services industry, which the
company primarily serves.  While Moody's believes that order
bookings and backlog trends have improved in 2010, the full impact
of new sales will likely be felt in fiscal 2012, partly as the new
projects scale and ramp-up, and due to the deferred recognition of
revenues under some contracts for larger trading system
installations.  Consequently, Moody's expects leverage to improve
only to about 6.5x to 7.0x by next fiscal year-end and a more
meaningful deleveraging will likely be delayed beyond 2011.  As a
result, IPC's Caa1 probability of default rating reflects the
continued likelihood of some form of balance sheet restructuring
to alleviate its unsustainable debt levels, particularly if
revenue and cash flows do not improve significantly before its
credit facilities expire between May 2013 and May 2015.

The B3 corporate family rating reflects IPC's high financial risk
partially offset by its good liquidity comprising sizeable
unrestricted cash balances ($73 million as of June 2010), improved
free cash flow generation prospects due to a more efficient cost
structure and lower interest expense, modest availability under
its revolver, and the lack of applicable financial maintenance
covenants (covenants become applicable if borrowings under the
revolving credit facility exceeds $30 million).  The company
currently does not have any borrowings under its revolver.
Additionally, IPC's rating is supported by Moody's belief that the
company maintains leadership position in the niche market of
providing mission-critical, voice trading products, systems and
network services to the financial services industry, and has
historically maintained long term relationships with its key
customers.

These ratings were affirmed:

* Corporate Family Rating at B3

* Probability of Default Rating at Caa1

* $70 million secured revolver due 2013 at B1 (LGD2, 20%) -- point
  estimate revision from (LGD2, 21%)

* $660 million first lien secured credit facility due 2014 at B1
  (LGD2, 20%) -- point estimate revision from (LGD2, 21%)

* $315 million second lien secured credit facility due 2015 at
  Caa2 (LGD5, 72%) -- point estimate revision from (LGD5, 74%)

Ratings Outlook is Negative.

The last rating action on IPC was on May 27, 2009, when Moody's
downgraded the company's CFR to B3 from B2.

IPC Systems, Inc., headquartered in Jersey City, New Jersey,
provides voice trading products, systems and network services to
the financial services industry.


JOHN FENOY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: John Fenoy
               Deborah Lee Fenoy
               P.O. Box 2576
               Midlothian, VA 23113

Bankruptcy Case No.: 10-36102

Chapter 11 Petition Date: September 1, 2010

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

Judge: Kevin R. Huennekens

Debtor's Counsel: Charles H. Krumbein, Esq.
                  KRUMBEIN CONSUMER LEGAL SERVICES, INC.
                  1650 Willow Lawn Dr., Suite 300
                  Richmond, VA 23230
                  Tel: (804) 673-4358
                  Fax: (804) 373-4350
                  E-mail: charlesh@krumbein.com

Scheduled Assets: $710,031

Scheduled Debts: $2,412,400

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb10-36102.pdf


JOSE ARIAS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Jose Medero Arias
               Leticia Arias
               731 Via Flora Road
               San Marcos, CA 92069

Bankruptcy Case No.: 10-15783

Chapter 11 Petition Date: September 1, 2010

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Andrew H. Griffin, III, Esq.
                  275 East Douglas, Suite 112
                  El Cajon, CA 92020
                  Tel: (619) 440-5000
                  Fax: (619) 440-5991
                  E-mail: Griffinlaw@mac.com

Scheduled Assets: $1,766,207

Scheduled Debts: $2,106,415

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/casb10-15783.pdf


K-V PHARMACEUTICAL: Reestablishes Compliance with NYSE Rules
------------------------------------------------------------
K-V Pharmaceutical Company has received notification from the New
York Stock Exchange stating that the Company has reestablished
compliance with the NYSE's minimum share price requirements for
continued listing on an accelerated basis.

The NYSE's notification confirmed that the average price of the
Company's Class A Common Stock for the 30-trading days ended
August 31, 2010, as well as the share price on August 31, 2010,
exceeded the NYSE's minimum requirement of $1.00.

Greg Divis, Interim President and Chief Executive Officer of K-V,
stated, "We are pleased that the Company's stock price has
returned to compliance with the NYSE minimum for continued
listing.  While we still face many challenges, we are working hard
to continue moving the Company forward."

The Company noted that it will remain under review by the NYSE
because of the delay in filing its Form 10-K for the fiscal year
ended March 31, 2010.  The Company currently is working with its
independent registered accountants, BDO USA, LLP, to file the
report as soon as possible and to become current with all of its
periodic SEC reporting.

                About K-V Pharmaceutical Company

K-V Pharmaceutical Company is a fully-integrated specialty
pharmaceutical company that develops, manufactures, markets and
acquires technology-distinguished branded prescription products.
The Company markets its technology-distinguished products through
Ther-Rx Corporation, its branded drug subsidiary.


KARYKEION INC: Hospital Rejects Collective Bargaining Agreements
----------------------------------------------------------------
WestLaw reports that a Chapter 11 debtor that was on the verge of
being out of funds to operate its hospital, and whose only viable
means of avoiding liquidation was to sell its assets to a
purchaser that was unwilling to assume the debtor's obligations
under its collective bargaining agreements (CBAs), would be
allowed to reject these CBAs.  The debtor had attempted in good
faith to renegotiate the CBAs with the labor unions, after
providing the unions with sufficient information to evaluate its
proposals.  However, the unions, without making any
counterproposal on one of the key issues in these negotiations,
had rejected the debtor's proposal without adequate cause.  In re
Karykeion, Inc., --- B.R. ----, 2010 WL 3297029 (Bankr. C.D. Cal.)
(Tighe, J.).

Headquartered in Studio City, California, Karykeion Inc. operates
two hospitals known as Community Hospital of Huntington Park and
Mission hospital of Huntington Park.  The Debtor filed for Chapter
11 protection on Sept. 22, 2008 (Bankr. C.D. Calif. Case No.
08-17254).  Michael H. Weiss, Esq., at Fainsbert Mase &
Snyder LLP, represents the Debtor.  The Official Committee of
Unsecured Creditors has selected Buchalter Nemer P.C. as its
counsel.  When the Debtor filed for protection from its
creditors, it estimated its assets and debts between
$10 million and $50 million.

In Jan. 2010, the debtor agreed to sell the hostpitals to Avanti,
conditioned on termination of the union contracts.  After agreeing
to the sale terms, the debtor Avanti provided debtor-in-possession
financing so that the debtor could continue operations until it
confirmed a chapter 11 plan.  After two lengthy hearings, the
court approved this lending arrangement on February 8, 2010.


KENNETH HAMMERTON: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Kenneth Raymond Hammerton
               Brenda Louise Hammerton
               8589 Riverchase Drive
               Germantown, TN 38139

Bankruptcy Case No.: 10-29460

Chapter 11 Petition Date: September 1, 2010

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: Steven N. Douglass, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  2700 One Commerce Square
                  Memphis, TN 38103
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  E-mail: snd@harrisshelton.com

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

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

A list of the Joint Debtors' four largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/tnwb10-29460.pdf


KENNETH WALL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Kenneth J. Wall
               Jane E. Wall
               537 Churchill Park Drive
               San Jose, CA 95136-2822

Bankruptcy Case No.: 10-59229

Chapter 11 Petition Date: September 2, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtors' Counsel: Henry G. Rendler, Esq.
                  1550 The Alameda, #308
                  San Jose, CA 95126
                  Tel: (408) 293-5112
                  E-mail: henry@rendlerlaw.com

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

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-59229.pdf

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Wall Management, Incorporated         10-52418            03/12/10


KRISPY KREME: Posts $2.2 Million Net Income in August 1 Quarter
---------------------------------------------------------------
Krispy Kreme Doughnuts Inc. reported financial results for the
second quarter of fiscal 2011 ended Aug. 1, 2010.  The Company
also raised its earnings outlook for fiscal 2011 as a whole.

Second Quarter Fiscal 2011 Highlights Compared to the Year-Ago
Period:

    * Revenues increased 6.3% to $87.9 million from $82.7 million

    * Excluding the effects of refranchising Company stores,
      revenues rose 8.2%

    * Company same store sales rose 5.7%, the seventh consecutive
      quarterly increase

    * Operating income increased 41.2% to $4.2 million from $2.9
      million

    * Net income was $2.2 million compared to a net loss of
      $157,000, or nil per share, in the second quarter last year

The Company ended the second quarter of fiscal 2011 with a total
of 633 Krispy Kreme stores systemwide, a net increase of 17 shops
during the quarter.  As of Aug. 1, 2010, there were 84 Company
stores and 549 franchise locations.

"Our financial results improved from the year ago period, as we
realized revenue growth in all business segments, increased our
consolidated operating income by roughly half, and delivered
positive net income for the third consecutive quarter.  We are
encouraged by the same store sales momentum at our Company stores,
but also recognize that we must strengthen our execution so that
top-line performance can more directly impact bottom-line
profitability," said Jim Morgan, the Company's President and Chief
Executive Officer.

                        Fiscal 2011 Outlook

"In our first quarter earnings release on June 3, we indicated
that we expected operating income, exclusive of impairment charges
and lease termination costs, to range from $11 million to $15
million for fiscal 2011. Based on our results for the first half
of the year, which exceeded our expectations, and other current
information, we are raising that outlook.  We now estimate that
fiscal 2011 operating income, exclusive of impairment charges and
lease termination costs, will range from $13 million to $17
million," Morgan continued.

"As we look ahead, we will continue working diligently to
implement our strategic initiatives with the intention of
maximizing shareholder value.  Our transition is an ongoing
process, and we are confident we can build an even stronger
foundation for the future by continuing to both invest in our
businesses and support our domestic and international franchisees.
These steps are critical to accelerating long-term growth in both
revenues and earnings.  We believe that we are only beginning to
unlock the potential of the Krispy Kreme brand for our guests,
customers, franchisees, team members and shareholders," Mr. Morgan
concluded.

                Second Quarter Fiscal 2011 Results

                       Consolidated Results

For the second quarter ended Aug. 1, 2010, revenues increased 6.3%
to $87.9 million from $82.7 million. Year-over-year revenue
increases were generated in all four business segments.

Direct operating expenses increased to $76.9 million from $71.3
million, and as a percentage of total revenues, increased to 87.5%
from 86.1%.  General and administrative expenses were $4.9 million
compared to $4.8 million in the same period last year and, as a
percentage of total revenues, decreased to 5.6% from 5.8%.
General and administrative expenses in the year-ago period
included a non-recurring credit of $1.1 million from additional
insurance proceeds related to litigation settled in October 2006.
Impairment charges and lease termination costs were a credit of
$216,000 compared to a charge of $1.5 million in the year-ago
period.

Operating income increased 41.2% to $4.2 million from $2.9
million.

Interest expense decreased to $1.6 million from $2.3 million,
principally reflecting the Company's reduced level of
indebtedness.

Net income was $2.2 million, or $0.03 per diluted share, compared
to a net loss of $157,000, or nil per share, in the second quarter
of last year.

The Company's balance sheet at Aug. 1, 2010, showed $167.92
million in total assets, $341.15 million in total current
liabilities, $41.18 million in long-term debt, $19.81 million in
other long-term liabilities, and $72.79 million in stockholders'
equity.

                          Segment Results

Company Stores revenues were essentially flat at approximately
$60 million.  Higher same store sales and off-premises sales to
grocers/mass merchants were offset by locations that were either
closed or refranchised along with lower off-premises sales to
convenience stores.  Excluding the effects of refranchising,
Company Stores revenues rose 4.0%. Same store sales at Company
stores rose 5.7%, the seventh consecutive quarterly increase.

Domestic Franchise revenues increased 15.1% to $2.1 million,
reflecting an 8.8% rise in sales by domestic franchisees.
Excluding the effects of refranchising, sales by domestic
franchisees rose 4.2%.  Same store sales rose 5.0% at domestic
franchise stores.  The Domestic Franchise segment generated
operating income of $1.0 million compared to $434,000 last year.

International Franchise revenues increased 5.3% to $4.0 million,
reflecting higher royalties from increased sales by international
franchise stores.  A decline in international franchise same store
sales was offset by new store openings.  Adjusted to eliminate the
effects of changes in foreign exchange rates, International
Franchise same store sales fell 14.3%, reflecting waning honeymoon
effects from the 313 stores opened internationally in the past
three years, as well as anticipated cannibalization as markets
develop.  The International Franchise segment generated operating
income of $2.5 million compared to $1.9 million last year.
International franchisees continued to expand, with a net increase
of 16 locations in the second quarter.

Total KK Supply Chain revenues -- including sales to Company
stores --  rose 18.9% to $44.9 million, driven by selling price
increases in major product categories and by higher unit volumes.
External KK Supply Chain revenues rose 26.7% to $21.9 million
compared to $17.3 million in the second quarter last year.  KK
Supply Chain generated operating income of $7.3 million compared
to $5.7 million in the second quarter last year reflecting, among
other things, higher revenues as well as lower freight and other
distribution costs.

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6ab6

                        About Krispy Kreme

Based in Winston-Salem, North Carolina, Krispy Kreme Doughnuts
Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a retailer
and wholesaler of doughnuts.  The company's principal business,
which began in 1937, is owning and franchising Krispy Kreme
doughnut stores where over 20 varieties of doughnuts are made,
sold and distributed and where a broad array of coffees and other
beverages are offered.

Kremeworks, LLC, which is 25%-owned by KKDI, has failed to comply
with certain financial covenants related to its indebtedness, a
portion of which matured, by its terms, in January 2009.
Kremeworks has requested that the lender waive the loan defaults
resulting from the covenant violations and refinance the maturing
indebtedness.  In the event the lender is unwilling to do so and
declares the entire indebtedness immediately due and payable, the
Company could be required to perform under its guarantee.

Krispy Kreme Doughnuts said Kremeworks could have insufficient
cash flows from its business to service the indebtedness even if
it is refinanced, which might require capital contributions to
Kremeworks by the Company and the majority owner of Kremeworks --
which has guarantees of the Kremeworks indebtedness roughly
proportionate to those of the Company -- for Kremeworks to comply
with the terms of the any new loan agreement.

                          *     *     *

Krispy Kreme carries a 'B-' corporate credit rating from Standard
& Poor's.  In September 2009, S&P said, "While the sales pressure
will continue, S&P expects the declines to decelerate and
profitability to somewhat stabilize or, at the very least, allow
the company to remain covenant compliant in the current and next
fiscal year."


KRZYSTOFIAK LIMITED: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Krzystofiak Limited Partnership
        1120 East Main Street
        Cortez, CO 81321

Bankruptcy Case No.: 10-32589

Chapter 11 Petition Date: September 3, 2010

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Phillip Jones, Esq.
                  200 N. 6th Street
                  P.O. Box 338
                  Grand Junction, CO 81502
                  Tel: (970) 242-6262
                  E-mail: pjones@wth-law.com

Estimated Assets: $0 to $50,000

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

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob10-32589.pdf

The petition was signed by Zofia Krzysztofiak, general partner.


L$S INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: L$S Investments, LLC.
        900 NW Snug Harbor
        Crystal River, FL 34428

Bankruptcy Case No.: 10-07712

Chapter 11 Petition Date: September 1, 2010

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

Judge: Paul M. Glenn

Debtor's Counsel: Leon M. Boyajan, II, Esq.
                  LEON M. BOYAJAN II P.A.
                  2303 Highway 44 West
                  Inverness, FL 34453
                  Tel: (352) 726-1800
                  Fax: (352) 726-1428
                  E-mail: lboyaja1@tampabay.rr.com

Scheduled Assets: $1,000,000

Scheduled Debts: $648,542

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

The petition was signed by Leary C. Short, manager.


LAS VEGAS SANDS: Bank Debt Trades at 9% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 90.56 cents-
on-the-dollar during the week ended Friday, September 3, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.51
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 1, 2014.  Moody's has
withdrawn its rating on the bank debt while it carries Standard &
Poor's B rating.  The loan is one of the biggest gainers and
losers among 215 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

Las Vegas Sands has a 'B-' corporate family rating from Standard &
Poor's Ratings Services.  As reported in the TCR on July 30, 2010,
Standard & Poor's placed its 'B-' corporate credit rating on the
Las Vegas Sands Corp. family of companies, as well as its issue-
level ratings on the companies' debt, on CreditWatch with positive
implications.  "In addition to announcing strong performance
across its portfolio of properties during the second quarter on
its earning call, Las Vegas Sands also indicated that it will
pursue an amend-and-extend transaction with lenders in its U.S.
credit facilities," S&P pointed out.


LESLIE'S POOLMART: CVC Capital Deal Won't Move Moody's 'B3' Rating
------------------------------------------------------------------
Moody's Investors Service stated that the ratings of Leslie's
Poolmart, Inc., are not impacted by the August 26, 2010
announcement that a definitive agreement has been reached for CVC
Capital Partners to invest in Leslie's parent company, Leslie's
Holdings, Inc.

Leslie's ratings are:

  -- Corporate Family Rating: B3
  -- Probability of Default Rating: B3
  -- Senior Unsecured Notes due 2013: B1 (LGD 2, 24%)

The ratings outlook is stable.

The last rating action on Leslie's was on October 28, 2009, when
Moody's affirmed the company's B3 Corporate Family Rating with a
stable outlook, and upgraded the rating on its senior unsecured
notes due 2013 to B1 from B2.

Leslie's Poolmart, Inc., headquartered in Phoenix, Arizona, is a
specialized pool supply retailer.  The company markets its
products under the trade name "Leslie's Swimming Pool Supplies;"
operating 645 stores in 35 states, a mail order catalog, and
internet web store.  Revenues for the latest twelve month period
ended July 3, 2010, was about $535 million.


LINGHAM RAWLINGS: Court Rejects Bid to Use Cash Collateral
----------------------------------------------------------
Judge Richard Stair, Jr., of the U.S. Bankruptcy Court for the
Eastern District of Tennessee denied Lingham Rawlings, LLC's
emergency motion to use rents generated by its shopping center.
The Court held that a Deed of Trust and Assignment of Rents
executed by the Debtor on February 26, 2001, was an absolute
assignment and as of that date, "[the Debtor] had no legal right
to that property [, and any] equitable right that it may have in
the property is subordinate to and cannot be asserted against
[Square Mile Capital Management, LLC] until its debt to [Square
Mile Capital Management, LLC] is satisfied."  According to the
Court, since the Debtor has no legal or equitable interest in the
rents under Tennessee law, these rents are not property of the
estate.

On February 26, 2001, the Debtor executed a $2,000,000 Amended and
Restated Promissory Note Secured by Deed of Trust in favor of
Bridger Commercial Funding LLC.  The Debtor secured the Note by a
Deed of Trust and Absolute Assignment of Rents and Leases and
Security Agreement (and Fixture Filing) dated February 26, 2001,
by which it pledged as collateral the real property and other
rights relating to the Shopping Center, its primary asset.

By a letter dated September 25, 2009, the Debtor was notified of
its default under the terms of the Note and given written notice
that the balance had been accelerated and the license authorizing
it to collect the revenues had thus been automatically terminated.
The parties stipulated that the Deed of Trust and Assignment of
Rents has since been assigned to Square Mile and that, as of the
Debtor's June 8, 2010 petition date, the Debtor is obligated to
Square Mile the Note for a sum in excess of $1,900,000.

Square Mile and BACM 2001-1 Kingston Pike Retail, LLC, objected to
the Cash Collateral Motion.

A copy of the decision is available at:

      http://www.leagle.com/unsecure/page.htm?shortname=inbco20100901610

Square Mile is represented by:

          Joseph R. Prochaska, Esq.
          PROCHASKA THOMPSON QUINN & FERRARO, P.C.
          401 Church Street, Suite 2600
          Nashville, TN 37219
          Telephone: (615) 242-0060
          Facsimile: (615) 242-0124
          E-mail: joeprochaska@ptqflegal.com

Based in Oak Ridge, Tenn., Lingham Rawlings, LLC, owns the
shopping center located at 7212 Kingston Pike, Knoxville,
Tennessee.  It filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tenn. Case No. 10-32769) on June 8, 2010.  Richard Stair Jr.
presides over the case.  Keith L. Edmiston, Esq., at The Ritchie
Law Firm, P.C., in Knoxville, serves as the Debtor's counsel.
The Debtor estimated $0 to $50,000 in assets and $1 million to
$10 million in debts in its petition.


LIONCREST TOWERS: Gets Interim OK to Use Wells' Cash Collateral
---------------------------------------------------------------
Lioncrest Towers, LLC, sought and obtained interim authorization
from the U.S. Bankruptcy Court for the Northern District of
Illinois to use the cash collateral of Wells Fargo Bank until
5:00 p.m. (Chicago Time) on September 7, 2010.

Wells Fargo asserts a senior mortgage lien and against the
Debtor's residential apartment project in Richton Park, Illinois,
known as Park Towers, which Wells Fargo claims secures a senior
mortgage indebtedness of approximately $29.50 million.  Wells
Fargo also asserts a security interest in and lien upon, among
other things, the rents being generated at the Property.

Richard F. Fimoff, Esq., Robbins, Salomon & Patt, Ltd., explained
that the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.  The Debtor will use the collateral
pursuant to a weekly budget, a copy of which is available for free
at http://bankrupt.com/misc/LIONCREST_TOWERS_budget.pdf

In exchange for using the cash collateral, the Debtor grants Wells
Fargo a valid, perfected, enforceable and non-avoidable first
priority interest in and lien and mortgage upon all of the
Debtor's assets.

The Debtor will provide the Wells Fargo any reports or other
information concerning any sale or proposed sale of the Debtor's
assets, as well as other financial and other information
concerning the business, financial affairs of the Debtor and the
operation of the collateral.  On the 15th day of each month, the
Debtor will provide the Wells Fargo an operating statement and a
weekly cash flow report.

Wells Fargo objected to the Debtor's request to use cash
collateral, saying that it is unclear whether the Debtor is
seeking, at this time, authority to use cash collateral on a
consensual basis only, or authority to use cash collateral without
the consent of Wells Fargo.  "To the extent the Debtor is
requesting authority to use cash collateral without Wells Fargo's
consent, Wells Fargo hereby objects to the Motion and reserves its
rights to supplement this objection to the extent necessary to
contest such non-consensual use of cash collateral," Wells Fargo
said.

Jones Day represents Wells Fargo in this case.

The Court has set a final hearing for September 7, 2010, at
10:30 a.m., on the Debtor's request to use cash collateral.

Lioncrest Towers, LLC, owns and operates a residential apartment
project in Richton Park, Illinois, known as Park Towers.  It 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.


LIQUIDMETAL TECHNOLOGIES: Auditor Raises Going-Concern Doubt
------------------------------------------------------------
Liquidmetal Technologies, Inc., filed on August 20, 2010, its
annual report on Form 10-K for the year ended December 31, 2009
and quarterly reports on Form 10-Q for the quarters ended
March 31, 2010 and June 30, 2010.

Liquidmetal reported a net loss of $1.04 million on $2.20 million
of revenue for the three months ended June 30, 2010, compared with
net income of $4.26 million on $3.52 million of revenue for the
same period in 2009.

For the first quarter ended March 31, 2010, net loss was $30,000
on revenue of $2.70 million, compared to a net loss of
$2.80 million on revenue of $3.59 million for the same period last
year.

The Company reported net income of $251,000 on $14.72 million
of revenue for the year 2009, compared with a net loss of
$6.57 million on $22.08 million of revenue for 2008.

The Company's balance sheet at June 30, 2010, showed $10.28
million in assets, $30.33 million in liabilities, and a
shareholders' deficiency of $20.06 million.  Stockholders' deficit
was $19.15 million at Dec. 31, 2009.

                        Going Concern Doubt

Choi, Kim & Park LLP, in Los Angeles, Calif., in an August 6, 2010
report, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has significant operating losses and working capital
deficit.

The Company has $287,000 of outstanding loan as of June 30, 2010
under a factoring, loan and security agreement with a financing
company.  In June 2009, the Company received a formal notice of
default from the financing company for repayment of the
outstanding loan balance and has entered into a settlement
agreement with the financing company whereby it agreed to repay
approximately $100,000 each month until the outstanding loans and
accrued fees have been repaid.  As of June 30, 2010, the Company
was unable to pay the $100,000 monthly payments.  On August 5,
2010, the Company repaid in full all principal, accrued interest
and fees of $309,000 on the factoring loan.  All security
interests in Company assets securing such obligations under the
factoring loan were released and terminated.

Also on August 5, 2010, the Company repaid in full all principal
and interest on its $7,500,000 of new 8% Senior Secured
Convertible Subordinated Notes due January 2011; $2,046,000 in 13%
Subordinated Promissory Note due on the earlier date of January 3,
2011 or the date on which all outstanding amounts are due under
the Company's 8% January 2011 Notes; and $311,000 in 8% unsecured
subordinated notes.

The Company has outstanding liens on assets by its South Korean
subsidiary by various creditors for past-due trade payables
totaling $1,026,000 which are held by creditors in South Korea, as
of June 30, 2010.  The Company is currently working to resolve the
matter with each creditor by seeking a forbearance or compromise.
If it cannot repay the amounts due or obtain forbearance or
compromise, the creditors may seek to foreclose on the Company's
assets located in Korea.  Such a foreclosure would have material
adverse effect on its operations, financial condition, and results
of operations.

The Company added in its Form 10-Q report for the June 30 quarter
that it has experienced losses from continuing operations during
the last three fiscal years and has an accumulated deficit of
$164,498,000 as of June 30, 2010.  Cash used in operations for the
six months ended June 30, 2010 was $1,839,000.  As of June 30,
2010, the Company's principal source of liquidity is $1,010,000 of
trade accounts receivable.

A full-text copy of the Form 10-Q for the June 30 quarter is
available for free at:

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

A full-text copy of the Form 10-Q for the March 31 quarter is
available for free at:

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


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

               http://ResearchArchives.com/t/s?6aac

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc. and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.   The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

The Company classifies operations into two reportable segments:
Liquidmetal alloy industrial coatings and bulk Liquidmetal alloys.


MAJESTIC PROPERTY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Majestic Property Management, Inc.
        869 E. Schaumburg Rd., Suite 200
        Schaumburg, IL 60194

Bankruptcy Case No.: 10-39525

Chapter 11 Petition Date: September 1, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Andrew J. Maxwell, Esq.
                  MAXWELL LAW GROUP, LLC
                  105 West Adams Street, Suite 3200
                  Chicago, IL 60603
                  Tel: (312) 368-1138
                  Fax: (312) 368-1080
                  E-mail: maxwelllawchicago@yahoo.com

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

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

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

The petition was signed by Mark Conway, president

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
MC Realty XL, Inc.                     10-39521    09/01/10


MARANI BRANDS: Amends 10-K for Fiscal 2009; Posts $6.7MM Net Loss
-----------------------------------------------------------------
Marani Brands, Inc., filed with the Securities and Exchange
Commission on August 31, 2010, Amendment No. 1 to its annual
report for the fiscal year ended June 30, 2009.  Details of the
amendment were not disclosed.

The Company reported a net loss of $6.7 million on $402,373 of
revenue for fiscal 2009, compared with a net loss of $15.4 million
on $168,058 of revenue for fiscal 2008.

As of June 30, 2009, the Company had an accumulated deficit of
$24.4 million.  The Company's current business plan requires
additional funding beyond its anticipated cash flows from
operations.

The Company's balance sheet as of June 30, 2009, showed
$1.5 million in total assets, $2.8 million in total liabilities,
and a shareholders' deficit of $1.3 million.

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

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

As reported in the Troubled Company Reporter on October 19, 2009,
Gruber & Company, LLC, in Saint Louis, Missouri, expressed
substantial doubt about Marani Brands, Inc.'s ability to continue
as a going concern, following its fiscal 2009 results.  The
independent auditors noted that the Company's viability is
dependent upon its ability to obtain future financing and the
success of its future operations.

                       About Marani Brands

Based in North Hollywood, Calif., Marani Brands, Inc. (OTC BB:
MRIB) primarily engages in the distribution of wine and spirit
products manufactured in Armenia.  The Company's signature product
is Marani Vodka, a premium vodka which is manufactured exclusively
for the Company in Armenia.


MARANI BRANDS: Amends 10-Q for Dec. 31 Quarter; Earns $5.2-Mil.
---------------------------------------------------------------
Marani Brands, Inc., filed with the Securities and Exchange
Commission on August 31, 2010, Amendment No. 1 to its quarterly
report for the quarterly period ended December 31, 2009.
Specifics of the amendment were not disclosed.

The Company reported net income of $5.2 million on $38,564 of
revenue for the second quarter ended December 31, 2009, compared
with a net loss of $3.4 million on $89,188 of revenue for the same
period ended December 31, 2008.

As of December 31, 2009, the Company had an accumulated deficit of
$19 million.

The Company's balance sheet as of December 31, 2009, showed
$1.3 million in total assets, $2.9 million in total liabilities,
and a shareholders' deficit of $1.6 million.

As reported in the Troubled Company Reporter on October 19, 2009,
Gruber & Company, LLC, in Saint Louis, Missouri, expressed
substantial doubt about Marani Brands, Inc.'s ability to continue
as a going concern, following its fiscal 2009 results.  The
independent auditors noted that the Company's viability is
dependent upon its ability to obtain future financing and the
success of its future operations.

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

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

                       About Marani Brands

Based in North Hollywood, Calif., Marani Brands, Inc. (OTC BB:
MRIB) primarily engages in the distribution of wine and spirit
products manufactured in Armenia.  The Company's signature product
is Marani Vodka, a premium vodka which is manufactured exclusively
for the Company in Armenia.


MC REALTY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: MC Realty XL, Inc.
        869 E Schaumburg Road #200
        Schaumburg, IL 60194

Bankruptcy Case No.: 10-39521

Chapter 11 Petition Date: September 1, 2010

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Andrew J. Maxwell, Esq.
                  MAXWELL LAW GROUP, LLC
                  105 West Adams Street, Suite 3200
                  Chicago, IL 60603
                  Tel: (312) 368-1138
                  Fax: (312) 368-1080
                  E-mail: maxwelllawchicago@yahoo.com

Scheduled Assets: $1,400,905

Scheduled Debts: $1,825,996

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

The petition was signed by Mark Conway, president.


MEDIACOM COMMUNICATIONS: Fitch Affirms 'B+' Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Rating assigned
to Mediacom Communications Corporation and its wholly owned
subsidiaries Mediacom LLC and Mediacom Broadband LLC (Broadband)
at 'B+', and has removed the ratings from Rating Watch Negative.
In addition, specific issue ratings assigned to the company's
senior secured and senior unsecured debt, as listed at the end of
this release, have also been affirmed and removed from Rating
Watch Negative.  Approximately $3.4 billion of debt outstanding as
of June 30, 2010, is affected by Fitch's actions.  The Rating
Outlook is Stable.

Fitch's rating action follows the announcement by Rocco B.
Commisso, Mediacom's chairman and chief executive offer, that he
has withdrawn his offer to purchase all of Mediacom's outstanding
class A and class B common stock not already beneficially owned by
Commisso for $6.00 per share in cash.  From Fitch's perspective
the transaction, if accepted by the special committee of
Mediacom's board of directors and approved by a majority of
shareholders of Mediacom's common stock not owned by Commisso, has
the potential to weaken Mediacom's credit profile by increasing
leverage to a level outside of Fitch's expectations for the 'B+'
rating category and hindering the company's ability to generate
expected levels of free cash flow.

Overall, Fitch's ratings for Mediacom incorporate the company's
relatively stable operating profile considering the competitive
operating environment, in addition to weak housing and high
unemployment trends.  While Mediacom's service penetration levels
and average revenue per unit profile continue to trail industry
leaders as well as comparable rural oriented cable operators,
Fitch acknowledges potential growth and operating profile
enhancements that can be captured by increasing service
penetration levels.

The ratings are also supported by Mediacom's strong liquidity
position and favorable scheduled maturity profile.  Mediacom has
an aggregate of $734.5 million of revolving credit commitments
with no outstanding balance, and an available borrowing capacity,
net of $19.5 million of letters of credit totaling $716 million as
of June 30, 2010.  Ample borrowing capacity from Mediacom's
subsidiary credit facilities coupled with Fitch's expectation that
Mediacom will continue to generate positive free cash flow provide
Mediacom sufficient financial flexibility to satisfy the company's
liquidity requirements including $13 million of scheduled
amortization during the balance of 2010, and $26 million of annual
amortization during 2011 through 2014.

Rating concerns center on the company's high leverage relative to
its peer group and other larger cable MSOs, the company's ability
to maintain its competitive position relative to the threat posed
by the direct broadcast satellite operators and the limited fiber-
to-the-node build by Qwest Communications International, Inc.,
maintaining an appropriate balance between subscriber unit growth,
promotional discounting and generating free cash flow and growing
retail revenues beyond the company's core 'Triple Play' service
offering.  Fitch points out that event risks, related to how
Mediacom intends to use borrowing capacity existing on the
company's revolvers and free cash flow generation, are elevated
within Mediacom's overall credit profile.

Total debt outstanding as of June 30, 2010, increased $32 million
relative to year-end 2009 to approximately $3.4 billion.
Mediacom's improved operating profile, as evidenced by strong
EBITDA growth and margin expansion since 2007, while holding debt
levels relatively constant and generating positive free cash flow,
has strengthened the company's credit profile and credit
protection metrics.  On an latest 12-months basis, Mediacom's
leverage was 6.2x as of June 30, 2010.  Going forward Fitch
expects that modest improvements to Mediacom's operating profile
will likely lead to a continued gradual strengthening of the
company's credit profile.  Fitch anticipates that Mediacom's
leverage will approximate 6.0 times by year-end 2010 and improve
to 5.7x by the end of 2011 while continuing to generate positive
free cash flow during this timeframe.

The Stable Outlook incorporates Fitch's expectation that
Mediacom's credit profile will continue to improve, albeit at a
slow pace, during the current ratings horizon, driven by
relatively steady operating metrics, declining capital intensity
and modestly growing free cash flow.

Fitch has affirmed these ratings with a Stable Outlook:

Mediacom Communications Corporation

  -- IDR at 'B+'.

Mediacom Broadband LLC

  -- IDR at 'B+';
  -- Senior unsecured at 'B/RR5'.

Mediacom LLC

  -- IDR at 'B+';
  -- Senior unsecured at 'B/RR5'.

Mediacom Illinois LLC
Mediacom Arizona LLC
Mediacom Indiana LLC
Mediacom California LLC
Mediacom Minnesota LLC
Mediacom Delaware LLC
Mediacom Wisconsin LLC
Mediacom Southeast LLC
Mediacom Iowa LLC
Zylstra Communications Corporation

  -- IDR at 'B+';
  -- Senior secured at 'BB+/RR1'.

MCC Georgia, LLC
MCC Illinois, LLC
MCC Iowa, LLC
MCC Missouri, LLC

  -- IDR at 'B+';
  -- Senior secured at 'BB+/RR1'.


MERUELO MADDUX: Files Third Amended Joint Plan of Reorganization
----------------------------------------------------------------
BankruptcyData.com reports that Meruelo Maddux Properties amended
for the third time its proposed Joint Plan of Reorganization and
related Disclosure Statement.

The Plan provides for the payment in full of all claims over time
with interest.  The secured claims will be paid interest only over
the term of the Plan and the principal balance will be paid either
through the sale of the property securing the claim or the
refinance of the secured debt.  PI shareholders will retain their
shares in MMPI.  MMPLP will be merged into MMPI and MMPLP's equity
interests will be cancelled.  Payments under the Plan will be
funded from the Debtors' operations, existing cash at the
Effective Date and the sale and refinance of certain of the
Debtors' assets.

A Plan confirmation hearing has been scheduled for November 29,
2010.

                        About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C. D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Prof Corp, represent the official committee of unsecured creditors
as counsel.  The Debtors' financial condition as of December 31,
2008, showed $681,769,000 in assets and $342,022,000 of debts.


MEXICANA AIRLINES: Mexico Sets December Goal to Solve Woes
----------------------------------------------------------
Mexico's Labor Minister Javier Lozano has expressed hope that the
troubles of Mexicana Airlines will be resolved in time for the
December travel season, according to a September 2 report by Dow
Jones.

Mr. Lozano said he met this week with Alejandro Rodriguez, the
investment banker who was named administrator of Tenedora K.

"The talks with them are going very well, we need to just break
this vicious cycle generated by the lack of information that
doesn't allow a good business plan to be projected which would
allow the injection of fresh capital," Mr. Lozano said at a press
conference, according to a transcript from the labor ministry.

Only days before Mexicana Airlines stopped flying, Mr. Lozano
said on a local radio station that he was not optimistic about
the investors' plans to save the company.  The official also said
that he did not accept Tenedora K's proposal to terminate three-
quarters of the company's flight attendants, Dow Jones reported.

Mr. Lozano said at the press conference there are other groups
that are interested to rescue the company but he did not disclose
the identity of those groups.

The labor minister said if Mexicana Airlines survives, it will
likely be a much trimmer company with smaller fleet and fewer
routes.  He said, however, that the company will also have a
management that is "professional, serious, responsible, with
capital, with bargaining agreements that make the business
viable," Dow Jones reported.

Meanwhile, Communications and Transport Minister Juan Molinar
said Tenedora K will not be able to save the company without help
from additional investors.

                     About Mexicana Airlines

Compania Mexicana de Aviacion or Mexicana Airlines --
http://www.mexicana.com/-- is a privately held airline and a
subsidiary of Nuevo Grupo Aeronautico.  Founded in 1921, Mexicana
is the oldest commercial carrier in North America.  Charles
Lindbergh piloted the first trip for Mexicana between Brownsville,
Texas, and Mexico City.

Grupo Mexicana de Aviacion is the parent of Compania Mexicana. Two
other units are Aerovias Caribe S.A. de C.V. (Mexicana Click) and
Mexicana Inter S.A. de C.V. (Mexicana Link).

Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's
largest airline, filed for bankruptcy in the U.S. and Mexico on
August 2, 2010.  In the U.S., the company filed in the U.S.
Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection
(case no. 10-14182), and in Mexico, it filed for the equivalent of
Chapter 11.

Maru E. Johansen, foreign representative of Compania Mexicana,
estimated in the Chapter 15 petition that the company has assets
of US$500 million to US$1 billion and debts of more than
US$1 billion.  William C. Heuer, Esq., at Duane Morris LLP, serves
as counsel to Ms. Johansen.

Mexicana de Aviacion stated that despite its bankruptcy filing, it
expects to continue to operate normally, and that such filings

Bankruptcy Creditors' Service, Inc., publishes Mexicana Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 proceedings
and the ancillary proceedings undertaken by Compania Mexicana de
Aviacion and its units.  (http://bankrupt.com/newsstand/or
215/945-7000).


MEXICANA AIRLINES: Petition & Search for Investors to Continue
--------------------------------------------------------------
Mexicana Airlines suspended operations until further notice as of
midday of August 28, 2010.

Mexicana's parent, Nuevo Grupo Aeronautico S.A. de C.V., said in
a statement, that Mexicana Airlines, MexicanaClick and
MexicanaLink operations were suspended because of its "fragile
financial situation" when it changed owners weeks ago.

As previously reported, a group of Mexican investors called
Tenedora K announced on Aug. 21 it had bought a 95 percent stake
in Grupo Mexicana.  Mexicana said in a statement on its Web
site that current management received the airline "in a state
of technical bankruptcy."

The financial condition, Nuevo Grupo said, has deteriorated
further over the last four weeks due to the decision by the
previous management to suspend ticket sales, forcing it to
continue operating in the interests of passengers without
receiving any revenue.  It also blamed the failure to reach
agreements that would give Mexicana Airlines and its domestic
subsidiaries long-term viability.

Nuevo Grupo said the lack of effectiveness in Mexicana Airlines'
insolvency case to protect additional financial resources as well
as demands for advanced payment from suppliers also contributed
to its fragile financial situation.

"Today's decision is a painful one for the 8,000-strong Grupo
Mexicana family, but we will continue seeking out ways of
securing the company's long-term financial viability, so our
passengers can once again enjoy the quality services they are
accustomed to.  We hope to be back in the air soon and would like
to thank everyone involved in this process for their support and
understanding," Nuevo Grupo said in the statement.

Without giving specific details of the company's financial
situation, Mexico's Transport Minister Juan Francisco Molinar
Horcasitas said Mexicana Airlines was forced to shut down because
it does not have enough money to keep flying and that it "is in a
process that should lead to restructuring," according to a report
by The Associated Press.

Mexicana's bankruptcy petition will continue, as will a search
for potential investors, Dow Jones cited government officials as
saying.

Pilots' union president Fernando Perfecto said halting operations
"is necessary to achieve a neat and orderly restructuring that
gives us all the opportunity to relaunch Mexicana," reports AP.

Flight attendants' union president Lizette Clavel did not rule
out job cuts as part of future negotiations but said they must be
within the current collective agreement, the report added.

Passengers who have already flown a leg of their journey and who
are scheduled to fly with Nuevo Grupo's airlines after August 28,
were advised to consult the company Web site.  The company said
priority will be given to minors traveling unaccompanied,
passengers traveling with children under age 3, and special needs
passengers.

Those who have not yet begun their journey were advised to make
alternative travel arrangements.

     Tour Operators Confident They Could Reschedule Flights

Tour operators said that while news of the suspension of all
flights by Mexicana Airlines was abrupt, it did not come as a
total surprise, according to an August 30 report by New York
Times.

"They stopped selling tickets for about a week so that's not a
good sign," New York Times quoted Mark Noennig, Apple Vacations
vice-president and general manager, as saying.

Tour operators said they began preparing a month ago when the
company filed for bankruptcy protection, New York Times reported.

Jim Osborne, vice-president at Virtuoso, a network of travel
agencies, said the shutdown came during a slow season for travel
to Mexico.

"If it had to be, it's the right time.  If it had happened in
winter, it would have had a much bigger impact," New York Times
quoted Mr. Osborne as saying.

Tour operators said rescheduling flights is relatively easy since
Mexico's resort destinations are served by several airlines.

Meanwhile, Mexican officials played down the effect of the
shutdown on passengers.

Tourism Secretary Gloria Guevara said she did not expect the
shutdown to reduce the ministry's forecast for the number of
tourists visiting Mexico this year, and that many foreign
airlines were already planning new routes to the country, New
York Times reported.

Many Mexicans who bought tickets for their vacations feel the
outlook is not as clear, however.  More than 4,000 people wrote
to a forum set up by a Mexico City daily, El Universal, to
complain and many of them offered tales of ruined vacations and
unanswered telephone calls.

        Aeromexico, 3 Others to Support Stranded Passengers

Aeromexico has implemented a program that offers special fares
for ticket holders affected by the cancellation of flights by
Mexicana Airlines and its domestic subsidiaries.

In a statement posted on its Web site, Aeromexico said the
passenger protection program will be made applicable for domestic
and international flights where it operates scheduled air
service.

The program aims to aid passengers by providing fare assistance
based on a waitlist procedure to be conducted at airports.  It
will be in effect from August 27 to September 20, 2010,
Aeromexico said.

Low-cost carriers Interjet and Volaris also offered special rates
for Mexicana Airlines' passengers, Dow Jones reported.

American Airlines, meanwhile, announced that it will offer
Mexicana passengers a 20% discount on any published fare for
their original flight plans, according to an August 30 report by
Fort Worth Star Telegram.

American Airlines offers four daily flights between Dallas/Fort
Worth Airport and Mexico City.  It also added an extra flight
between Mexico City and D/FW to accommodate additional passengers
on August 29, but has not increased its regular schedule.

                     About Mexicana Airlines

Compania Mexicana de Aviacion or Mexicana Airlines --
http://www.mexicana.com/-- is a privately held airline and a
subsidiary of Nuevo Grupo Aeronautico.  Founded in 1921, Mexicana
is the oldest commercial carrier in North America.  Charles
Lindbergh piloted the first trip for Mexicana between Brownsville,
Texas, and Mexico City.

Grupo Mexicana de Aviacion is the parent of Compania Mexicana. Two
other units are Aerovias Caribe S.A. de C.V. (Mexicana Click) and
Mexicana Inter S.A. de C.V. (Mexicana Link).

Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's
largest airline, filed for bankruptcy in the U.S. and Mexico on
August 2, 2010.  In the U.S., the company filed in the U.S.
Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection
(case no. 10-14182), and in Mexico, it filed for the equivalent of
Chapter 11.

Maru E. Johansen, foreign representative of Compania Mexicana,
estimated in the Chapter 15 petition that the company has assets
of US$500 million to US$1 billion and debts of more than
US$1 billion.  William C. Heuer, Esq., at Duane Morris LLP, serves
as counsel to Ms. Johansen.

Mexicana de Aviacion stated that despite its bankruptcy filing, it
expects to continue to operate normally, and that such filings

Bankruptcy Creditors' Service, Inc., publishes Mexicana Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 proceedings
and the ancillary proceedings undertaken by Compania Mexicana de
Aviacion and its units.  (http://bankrupt.com/newsstand/or
215/945-7000).


MEXICANA AIRLINES: Tenedora Names A. Rodriguez as Administrator
---------------------------------------------------------------
Tenedora K has named Alejandro Rodriguez as sole administrator
for Mexicana Airlines, Dow Jones reported.

Mr. Rodriguez has worked as director of investment banking at
Mexico-based BBVA Bancomer and has served on more than 30 company
boards.

Tenedora K's announcement came amid reports that Mexicana
Airlines' chief executive, Manuel Borja, stepped down and left
his office after three years at the post.  News of his departure
came after Tenedora K acquired the shares of Mexicana Airlines'
holding company.

Tenedora K, whose investors include Grupo Industrial Omega and
Grupo Arizan, acquired 95% of Nuevo Grupo Aeronautico's shares
two weeks ago while pilots union ASPA owns the remaining 5%.

U.S. private equity firm, Advent International Corp., helped put
the deal together but is not participating as a shareholder in
the consortium.

"After Tenedora K directly accessed NGA's information and
financial and operating statements, it has been able to confirm
that the impact of labor costs on the financial and competitive
situation of the company is more serious than believed prior to
August 20, when the company was taken over," Tenedora K said in a
statement.

Tenedora K said the investment group is a vehicle for
capitalizing Mexicana Airlines which needs to address labor,
operating and financial issues to remain viable.  It said the
bankruptcy case filed by Mexicana Airlines will continue.

Mexicana Airlines' pilots, ground crews and non-union staff were
working with Tenedora K towards an eventual rescue of the
company.  The investment group, however, is concerned that flight
attendants' union, ASSA, is demanding labor conditions "that will
make the rescue "inviable," Dow Jones reported.

Last week, in an interview with local Radio Formula station,
Communications and Transport Minister Juan Molinar said he knew
of Tenedora K and Advent International's plans to take over
Mexicana Airlines.  He said, however, that the investors had not
filed the corresponding paperwork with the ministry, which
regulates aviation in Mexico, according to the report.

Mr. Molinar acknowledged Mexicana Airlines' situation remained
"critical" but he did not provide additional details about how
much capital will be provided or the company's odds of emerging
from bankruptcy intact, Dow Jones reported.

         Tenedora Provides Initial $50 Million,
           Fails to Secure Additional Funding

ASPA, the union representing pilots at Mexicana Airlines, said
Tenedora K initially provided $50 million to keep the company
flying, according to a report by Aviation Week.

A spokesman for ASPA said the investment group provided the
initial funding "just to keep the company flying."  He said the
union also agreed to a 100-day period of reduced pay but will
help decide which routes Mexicana Airlines will keep flying and
with how many aircraft and crew, Aviation Week reported.

The spokesman said the union also will be given better access to
the company's financial situation.

"We realize there will be some cuts in employees -- not only
pilots, but also ground personnel and flight attendants -- but we
don't know yet how many," Aviation Week quoted the union
spokesman as saying. "At the end of the 100 days, we shall know
what's going to happen with all the operation."

Earlier reports said that Mexicana Airlines' mechanics and flight
attendants were contemplating a deal that would reduce their pay
for a 100-day period and would result in a new five-year
agreement that mirrors contract terms at Mexicana Click.  It
seems those deals have not been reached yet, Aviation Week
reported.

Moreover, Tenedora K has been unable to secure investment
commitments for the company which resulted to the carrier
suspending its operations until further notice, reports Dow
Jones.

                     About Mexicana Airlines

Compania Mexicana de Aviacion or Mexicana Airlines --
http://www.mexicana.com/-- is a privately held airline and a
subsidiary of Nuevo Grupo Aeronautico.  Founded in 1921, Mexicana
is the oldest commercial carrier in North America.  Charles
Lindbergh piloted the first trip for Mexicana between Brownsville,
Texas, and Mexico City.

Grupo Mexicana de Aviacion is the parent of Compania Mexicana. Two
other units are Aerovias Caribe S.A. de C.V. (Mexicana Click) and
Mexicana Inter S.A. de C.V. (Mexicana Link).

Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's
largest airline, filed for bankruptcy in the U.S. and Mexico on
August 2, 2010.  In the U.S., the company filed in the U.S.
Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection
(case no. 10-14182), and in Mexico, it filed for the equivalent of
Chapter 11.

Maru E. Johansen, foreign representative of Compania Mexicana,
estimated in the Chapter 15 petition that the company has assets
of US$500 million to US$1 billion and debts of more than
US$1 billion.  William C. Heuer, Esq., at Duane Morris LLP, serves
as counsel to Ms. Johansen.

Mexicana de Aviacion stated that despite its bankruptcy filing, it
expects to continue to operate normally, and that such filings

Bankruptcy Creditors' Service, Inc., publishes Mexicana Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 proceedings
and the ancillary proceedings undertaken by Compania Mexicana de
Aviacion and its units.  (http://bankrupt.com/newsstand/or
215/945-7000).


MICHAEL RIZZIO: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Michael A. Rizzio
        371 Beaumont Boulevard
        Pacifica, CA 94044

Bankruptcy Case No.: 10-33434

Chapter 11 Petition Date: September 2, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: James F. Beiden, Esq.
                  LAW OFFICES OF JAMES F. BEIDEN
                  840 Hinckley Road, #245
                  Burlingame, CA 94010
                  Tel: (650) 697-6100
                  E-mail: attyjfb@yahoo.com

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

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

A list of the Debtor's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-33434.pdf


MIDWEST OIL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Midwest Oil of Minnesota, LLC
        902 North Market Street, Suite 704
        Wilmington, De 19801

Bankruptcy Case No.: 10-12771

Chapter 11 Petition Date: September 1, 2010

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

Judge: Kevin Gross

Debtor's Counsel: Bruce E. Scott, Esq.
                  BRUCE E. SCOTT LAW FIRM
                  204 E. Main Street
                  New Prague, MN 56071
                  Tel: (952) 758-4761
                  E-mail: bscott@bevcomm.net

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/deb10-12771.pdf

The petition was signed by Naomi Isaacson, managing member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Midwest Properties of Shawano, LLC     10-12481   07/13/10


MINOR FAMILY: Lawsuits Prompt Chapter 11 Filing
-----------------------------------------------
Minor Family Hotels, LLC, owner of the Landmark Hotel project in
downtown Charlottesville, disclosed that in order to more quickly
resolve the burdensome lawsuits that have prevented it from
completing construction and putting people back to work, the
Company has voluntarily filed for protection under Chapter 11 of
the U.S. Bankruptcy Code.

"Our goal is to complete this project, save taxpayers additional
costs, and provide much needed jobs for the community as well as
bolster local businesses by completing this first-class hotel,"
said Chief Executive Officer Halsey Minor.  "I am committed to
seeing this through and the Chapter 11 process allows us to
resolve the legal disputes delaying this important project for my
hometown."

The Landmark Hotel, located in the historic Downtown Mall, has
been embroiled in eight lawsuits in two states for the past 18
months.  In July, an arbitrator found that the developer had made
material misrepresentations and omissions regarding the Landmark
Hotel's construction budget and misrepresented true costs to Minor
Family Hotels.

Litigation over Specialty Finance Group LLC's (SFG) refusal to
honor its contractual commitments to provide $23.6 million in
construction funding continues in state courts in Georgia and
Virginia. SFG's parent, Atlanta-based Silverton Bank, was seized
in 2009 by the Federal Deposit Insurance Corp. (FDIC), which has
continued to fight the case at significant expense to taxpayers.

"After 18 months and significant costs, the Company is no closer
to resolving the litigation surrounding this project," said
Mr. Minor.  "It is unfortunate that our lenders and the FDIC have
forced us to take this step.  However, the Chapter 11 process
provides us with the most expeditious manner in which to resolve
the litigation that has effectively shut down the project and put
people out of work."

The Company said that Chapter 11 channels the disputes into a
single court, the U.S. Bankruptcy Court for the Western District
of Virginia in Lynchburg.  The Company believes Chapter 11 will
streamline the process, ensuring that the judicial system's
valuable resources are not wasted on duplicative litigation.

"Minor Family Hotels will continue to aggressively prosecute
claims against the lender for failing to honor their contractual
commitments and colluding with the developer and general
contractor to defraud the Company," Mr. Minor said.  "The damage
caused by the bad faith of the lender, developer and general
contractor has not only caused financial hardship to Minor Family
Hotels and the independent contractors that were hired to build
it, but also the U.S. taxpayers who have been funding the FDIC's
refusal to resolve these cases and put people back to work."

                          About Minor Family

Minor Family Hotels, LLC, also known as Landmark Hotel, filed for
Chapter 11 protection on September 1, 2010 (Bankr. W.D. Va. Case
No. 10-62543).  Benjamin Webb King, Esq., at Woods Rogers
Hazlegrove, in Roanoke, Virginia, represents the Debtor in the
Chapter 11 case.  The Debtor estimated assets and debts at $10
million to $50 million in its Chapter 11 petition.


MISSION CREEK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mission Creek I, LLC
          dba Woodland Village Apartments
        P.O. Box 938
        San Clemente, CA 92674

Bankruptcy Case No.: 10-28310

Chapter 11 Petition Date: September 3, 2010

Court: U.S. Bankruptcy Court
       District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  ERIC SLOCUM SPARKS PC
                  110 S. Church Avenue, #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  E-mail: eric@ericslocumsparkspc.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/azb10-28310.pdf

The petition was signed by Anthony P. Laruffa of P and L Group,
LLC, manager.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
3985 Cornerstone Apartments, LLC      10-28309            09/03/10
4728 Camelback, LLC                   10-28312            09/03/10


MOTOROLA INC: S&P Puts 'BB+' Corp. Rating on CreditWatch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating for Schaumburg, Ill.-based Motorola Inc., along with
all related issue-level ratings on the company's debt, on
CreditWatch with positive implications.

The CreditWatch placement follows clarification on the estimated
cash contribution to Motorola Spinco and its impact on Motorola's
liquidity profile.  Pro forma for the sale of Networks and the
assumed retirement of $527 million due November 2010, S&P
calculate that Motorola will have about $5.5 billion of cash and
cash equivalents immediately, post separation.  This level of
liquidity could be sufficient to reduce existing debt or debt
equivalents, such that leverage could reach S&P's investment-grade
threshold for Motorola of 2.3x.

S&P calculates that Enterprise Mobility Services will generate
adjusted EBITDA of about $1.5 billion in 2010, reflecting its
assumption that operating earnings will be about flat with the
prior year in the second half, S&P's estimates with respect to
depreciation charges for the EMS segment, and the retention of
existing pension obligations.  Based on fully adjusted debt of
$5.9 billion (pro forma for the 2010 maturity) and no further debt
reduction, fully adjusted debt to EBITDA would be almost 4x.  The
company would need to reduce debt and debt equivalents by about
$2.5 billion in order to achieve S&P's minimum investment-grade
leverage expectation, which could include a combination of
maturing debt over the next two years, pension contributions, or
other de-leveraging initiatives from cash.

"S&P has previously signaled its view that the EMS business
profile is solidly investment grade, and its review will be mostly
focused on the company's financial risk profile," noted Standard &
Poor's credit analyst Lucy Patricola.  "In resolving the
CreditWatch listing, S&P will review management's financial
policies and intent with respect to debt reduction.  Based on the
present liquidity cushion, S&P could consider an upgrade of up to
two notches -- to 'BBB' -- if management signals its intent to
dedicate sufficient funds to reduce leverage to about 2x on a
sustainable basis."


MSTAR PTC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: MStar PTC, LLC
          aka Mstar Networks
              Mstar Metro
        9674 E. Arapahoe Road
        PMB 202
        Greenwood Village, CO

Bankruptcy Case No.: 10-32613

Chapter 11 Petition Date: September 3, 2010

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Derek White, Esq.
                  1355 Colorado Boulevard, Suite 600
                  Denver, CO 80222
                  Tel: (303) 758-9910
                  Fax: (303) 757-0231
                  E-mail: derekw@dwhitelawpc.com

Scheduled Assets: $3,403,808

Scheduled Debts: $2,854,434

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob10-32613.pdf

The petition was signed by Scot Susmann, vice president.


NEFF CORP: Chartis, Pima Object to Wayzata-Backed Chapter 11 Plan
-----------------------------------------------------------------
Certain Chartis Companies filed with the U.S. Bankruptcy Court an
objection to Neff's Second Amended Joint Plan and Schedule of Cure
Costs for Executory Contracts and Unexpired Leases to be Assumed
and Assigned by the Debtors, BankruptcyData.com reports.

Separately, BankruptcyData.com says, Pima County also filed its
own objection to the Plan, stating, "Debtor's Plan fails to
include the statutory rate of interest to be paid on Pima County's
secured claim."

                         The Chapter 11 Plan

Neff Corp. selected, at an auction, an affiliate of Wayzata
Investment Partners as the successful bidder to sponsor Neff's
Plan of Reorganization.

Neff has also filed with the Court a Second Amended Joint Plan to
incorporate the terms of Wayzata's successful bid.  As a result of
the auction, cash recoveries available to Neff's second lien
lenders have increased from $10 million to $73 million.  In
addition, first lien term loan lenders may elect to receive
payment in full in cash or participate in a rights offering for up
to $181.6 million.  The rights offering is fully backstopped by
Wayzata.

The hearing to consider confirmation of the Plan is scheduled to
occur on September 14, 2010.

                           About Neff Corp.

Privately held Neff Corp., doing business as Neff Rental, provides
construction companies, golf course developers, industrial plants,
the oil industry, and governments with reliable and quality
equipment that is delivered on time where it is needed.  With more
than 1,000 employees operating from branches coast to coast, Neff
Rental is ranked by Rental Equipment Register (RER) magazine as
one of the nation's 10 largest  equipment rental companies.

Neff Corp. and its units, including Neff Rental Inc. filed for
Chapter 11 on May 17, 2010 (Bankr. S.D.N.Y. Case No. 10-12610).

Based in Miami, Neff had assets of $299 million and debt of
$609 million as of the Petition Date, according to the disclosure
statement explaining the plan.  Funded debt totals $580 million.
Revenue in 2009 was $192 million.

Neff has selected an affiliate of Wayzata Investment Partners as
the successful bidder to sponsor its reorganization plan.  The
Plan provides (i) cash recoveries available to second lien lenders
of $73 million, (ii) payment in full in cash or right to
participate in a rights offering for up to $181.6 million for
first lien lenders.  The deadline to vote on Neff's Plan is
September 1, 2010, with Neff's confirmation hearing scheduled to
occur on September 14, 2010.


NEIMAN MARCUS: Bank Debt Trades at 5% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group, Inc., is a borrower traded in the secondary market at 95.05
cents-on-the-dollar during the week ended Friday, September 3,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.43 percentage points from the previous week, The Journal
relates.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on April 6, 2013, and
carries Moody's B2 rating and Standard & Poor's BB- rating.  The
loan is one of the biggest gainers and losers among 215 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27
clearance centers, and a direct business.

The Company carries 'B3' corporate family probability of default
ratings from Moody's Investors Service.  In June 2010, when
Moody's raised the ratings from 'Caa1' to 'B3', Moody's said,
"The B3 Corporate Family Rating reflects that Neiman Marcus's
operating performance will continue to improve, yet credit metrics
will remain weak due to its very high debt levels.  In particular,
Moody's expects interest coverage to remain above 1.0 time and
leverage to fall to slightly above 7.0 times."


NORTHBROOK DEVELOPMENT: Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
Northbrook Development Parcel Owner, LP, filed with the U.S.
Bankruptcy Court for the District of Maryland its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $15,250,000
  B. Personal Property              $306,894
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $14,959,533
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $11,641
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,200,247
                                 -----------      -----------
        TOTAL                    $15,556,894      $16,171,421

Jersey Island Owner, LLC, a debtor-affiliate, disclosed $1,268 in
assets and $3,973,145 in liabilities.

Rockville, Maryland-based Northbrook Development Parcel Owner, LP,
filed for Chapter 11 protection on June 9, 2010 (Bankr. D. Md.
Case No. 10-22983).  Bradford F. Englander, Esq., at Whiteford
Taylor & Preston, L.L.P., assists the Debtor in its restructuring
effort.  The Company estimated its assets and debts at $10 million
to $50 million.

The Company's affiliate, Jersey Island Owner, LLC, filed separate
Chapter 11 petition on June 9, 2010 (Case No. 10-22970).


NRG ENERGY: Bank Debt Trades at 3% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which NRG Energy, Inc.,
is a borrower traded in the secondary market at 96.95 cents-on-
the-dollar during the week ended Friday, September 3, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.60
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Feb. 1, 2013, and carries
Moody's Baa3 rating and Standard & Poor's BB+ rating.  The loan is
one of the biggest gainers and losers among 215 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in Princeton, NRG Energy, Inc., owns around 24,000
megawatts of generating facilities, primarily in Texas and the
northeast, south central and western regions of the US.  NRG also
owns generating facilities in Australia and Germany.

As reported by the Troubled Company Reporter on August 19, 2010,
Moody's assigned a B1 rating to NRG Energy, Inc.'s planned
issuance of senior unsecured notes due 2020.  Concurrent with this
rating assignment, Moody's affirmed all of NRG's ratings,
including its Corporate Family Rating and Probability of Default
Rating at Ba3.  NRG's rating outlook is negative.


ON SEMICONDUCTOR: Moody's Upgrades Default Rating to 'Ba1'
----------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of ON Semiconductor Corporation to
Ba1 from Ba3, assigned a Ba2 rating to the company's convertible
senior subordinated notes maturing 2025 and affirmed its SGL-1
speculative grade liquidity rating.  The rating outlook is stable.

These ratings were upgraded:

* Corporate Family Rating -- Ba1
* Probability of Default Rating -- Ba1

These ratings/assessments were assigned:

  -- $79.3 million ($95 million par value net of $15.7 million
     accounting treatment discount) Convertible Senior
     Subordinated Notes due 2025 -- Ba2 (LGD-4, 69%)

                        Ratings Rationale

The upgrade of ON Semi's CFR to Ba1 reflects the company's good
execution of its business strategy, enhanced free cash flow
generation and improved financial leverage as a result of recent
debt reduction and expanded EBITDA.  The upgrade is further
solidified by the longer-term benefits expected from the Sanyo
acquisition (anticipated to close by year end), which include
enhanced scale, increased diversification and an expanded product
portfolio, which offset Sanyo's near-term operating weakness.

The rating revision also takes into consideration the company's
continued improvement in factory utilization and shift in the
portfolio mix to high performance proprietary products with higher
and more stable average selling prices.  This has produced
expanded gross margins as well as share gains in the automotive,
industrial and computing segments.  ON Semi maintains strong
intellectual property, which has led to solid market positions in
power regulation, automotive and computing power management
segments.  As a result of a string of successful acquisitions with
accompanying rich technologies combined with effectively targeted
R&D investments, the company has advanced its competitive position
across new markets and applications.  This has led to a continuous
pipeline of innovative, leading-edge products, strong design wins
and solid revenue growth.

The upgrade incorporates Moody's expectation that ON Semi's
revenues will continue to outpace or at least grow in line with
overall semiconductor market growth given the company's increasing
focus on proprietary products and exposure to higher-growth end
markets, which include: rising Asian automotive demand,
particularly in China; Android-based mobile devices, which
continue to witness strong market adoption; strengthening
worldwide PC/notebook market; fast-growth smart phones; LED
backlighting in TVs; and power management inverters and low-
voltage MOSFETs.

The stable rating outlook reflects Moody's expectations that ON
Semi will maintain its solid market positions and continue to
expand share as a result of strong customer acceptance of new
products from the company's core business and recent acquisitions,
production ramps from design win activity and new uses for its
devices.

An upgrade is unlikely over the near-term given the potential
integration risks associated with the Sanyo acquisition and
expected softness in the business environment.  However, longer-
term, ratings could experience upward pressure to the extent ON
Semi continues to demonstrate good execution of its business model
resulting in share gains across key end markets, restoration of
margins to historical levels following integration of Sanyo,
strong FCF generation, avoidance of sizable debt-funded
acquisitions and maintenance of prudent financial policies.

Ratings or the outlook could migrate lower if ON Semi experienced:
declines in revenue and operating margins, materially impairing
interest coverage and other credit protection measures; a
sustained contraction in gross and free cash flows below
anticipated levels (for example, due to larger-than-anticipated
restructuring costs for Sanyo); a material increase in financial
leverage; and/or deviation from prudent financial policies.

ON Semi's SGL-1 speculative grade liquidity rating recognizes the
company's very good liquidity position.  This is based on cash
balances of roughly $467 million and anticipated generation of
solid FCF levels over the next twelve months, albeit slightly
weaker than recent levels given the expected cash restructuring
costs associated with the Sanyo Semiconductor acquisition.
Moody's notes that ON Semi does not have a revolving credit
facility, which somewhat restrains its liquidity profile.

Headquartered in Phoenix, AZ, ON Semi is a premier supplier of
high performance, energy efficient, semiconductor products for
green electronics.  The company manufactures a broad portfolio of
power and signal management, logic, discrete and custom devices
that are used in automotive, communications, computing, consumer,
industrial, LED lighting, medical, military/aerospace and power
applications.  ON Semi, which operates throughout North America,
Europe and Asia-Pacific, recorded revenues and EBITDA (Moody's
adjusted) for the twelve months ended July 2, 2010 (LTM) of
$2.1 billion and $497 million, respectively.


OSI RESTAURANT: Bank Debt Trades at 11% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
88.50 cents-on-the-dollar during the week ended Friday,
September 3, 2010, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents an
increase of 0.70 percentage points from the previous week, The
Journal relates.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank loan matures on May 9, 2014,
and carries Moody's B3 rating and Standard & Poor's B+ rating.
The loan is one of the biggest gainers and losers among 215 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.

The Company's balance sheet at June 30, 2010, showed $2.34 billion
in total assets, $2.450 billion in total liabilities, and a total
deficit of $106.2 million.


PEARVILLE LP: Plan Outline Hearing Scheduled for September 15
-------------------------------------------------------------
The Hon. Karen K. Brown of the U.S. Bankruptcy Court for the
Southern District of Texas will convene a hearing on September 15,
2010, at 2:30 p.m., to consider adequacy of the Disclosure
Statement explaining Pearville, L.P.'s Plan of Reorganization.
Objections, if any, are due on September 10.

As reported in the Troubled Company Reporter on August 11, the
Plan proposed by the Debtor and LVH Pearville, LLC, or J.A. Lex
Van Hessen, a secured creditor, contemplates payment of all
allowed claims against the Debtor utilizing the exit financing to
be provided by Van Hessen in an amount sufficient to fund the
payment of allowed obligations under the Plan on the effective
date and to provide additional operating capital for the
Reorganized Debtor.  In exchange for providing the exit financing,
LVH Pearville will receive a first lien on all of the Reorganized
Debtor's assets to secure the amount of the exit financing well as
any future cash infusions necessary to fund cash flow deficiencies
until the project is able to generate a positive cash flow.  In
addition, in the event that any portion of the exit financing is
used to pay the allowed secured claim of IBC, LVH Pearville LLC
may elect to receive an assignment of IBC's secured claim and
associated security documents and rights granted thereunder.

                 Treatment of Claims and Interests

Class 1. International Bank of Commerce Claim. Estimated
         percentage recovery is 100%.

Class 2. Van Hessen Claim.  On the effective date, all past due
         amounts owed to Van Hessen, including the principal
         balance of notes owed by the Debtor to Van Hessen,
         accrued interest at the contract (non-default) rate,
         legal fees and out-of-pocket expenses will be converted
         to an equity interest in the Debtor of 100%.

Class 3. Materialmens Lien Claims.  The estimated percentage
         recovery is 100%.

Class 4. General Unsecured Claims.  The estimated percentage
         recovery is 25%.

Class 5. Partnership Interests.  The holders of partnership
         interests in the Debtor must surrender their partnership
         interests.  The estimated percentage recovery is 0%.

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

                      About Pearville, L.P.

Houston, Texas-based Pearville, L.P., filed for Chapter 11
bankruptcy protection on May 14, 2010 (Bankr. S.D. Texas Case No.
10-34074).  Thomas H. Grace, Esq., at Spencer Crain Cubbage Healy
& McNamara, assists the Debtor in its restructuring effort. The
Debtor disclosed $12,233,583 in assets and $11,993,598 in
liabilities as of the Petition Date.


PHOENIX PREMIER: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Phoenix Premier Properties, LLC
        6040 E. Main Street, No. 466
        Mesa, AZ 85205

Bankruptcy Case No.: 10-28387

Chapter 11 Petition Date: September 3, 2010

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum, Sr.

Debtor's Counsel: Richard William Hundley, Esq.
                  BERENS, KOZUB & KLOBERDANZ, PLC
                  7047 E. Greenway Parkway, #140
                  Scottsdale, AZ 85254
                  Tel: (480) 624-2777
                  Fax: (480) 607-2215
                  E-mail: rhundley@bkl-az.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Vesna Djordjevich, member.


PINNACLE FOODS: Bank Debt Trades at 5% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Pinnacle Foods is
a borrower traded in the secondary market at 95.31 cents-on-the-
dollar during the week ended Friday, September 3, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.73 percentage
points from the previous week, The Journal relates.  The Company
pays 275 basis points above LIBOR to borrow under the facility.
The bank loan matures on April 2, 2014, and carries Moody's Ba3
rating and Standard & Poor's B+ rating.  The loan is one of the
biggest gainers and losers among 215 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Based in Mt. Lakes, N.J., Pinnacle Foods Group LLC manufactures,
markets and distributes branded food products.  It was formerly
referred as Pinnacle Foods Group, Inc., prior to April 2, 2007.

As reported by the TCR on August 12, 2010, Moody's upgraded the
Corporate Family and Probability of Default Ratings of Pinnacle
Foods Finance, LLC, to B2 from B3 and assigned a rating of B3 to
$400 million of senior unsecured notes and a rating of Ba3 to
around $442 million of senior secured bank debt, both being
offered.  The rating outlook is stable.


POINT BLANK: Court Approves DIP Credit Agreement Amendment
----------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Point Blank Solutions' motion seeking approval of a waiver and
amendment to its debtor-in-possession credit agreement with Steele
Partners II.  Under the amendment, Steele Partners will waive
certain defaults and amend the D.I.P. credit agreement to
formalize a sale or reorganization process.  In addition, Point
Blank Solutions must either file (i) a motion to approve an asset
purchase agreement or (ii) a plan and related disclosure statement
by September 30, 2010.

                          About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, well as select international markets.
The Company is recognized as the largest producer of soft body
armor in the U.S.  The Company maintains facilities in Pompano
Beach, Florida and Jacksboro, Tennessee.

Point Blank Solutions filed for Chapter 11 protection on April 14,
2010 (Bankr. D. Del. Case No. 10-11255).  Laura Davis Jones, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP
serve as bankruptcy counsel to the Debtor.  Olshan Grundman Frome
Rosenweig & Wolosky LLP serves as corporate counsel.  T. Scott
Avila of CRG Partners Group LLC is the restructuring officer.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.


POLO BUILDERS: Trustee Loses Bid to Unwind Property Sale
--------------------------------------------------------
Under Illinois law, WestLaw reports, the mere fact that a
prepetition purchaser of a Chapter 7 debtor's office building
under a deed that was not recorded until one week after the
petition date may have done business as a building contractor, and
thus could have been present on the premises for purposes of
improving it, did not affect the inquiry notice that its presence
on the property, by parking trucks bearing its name in the parking
lot and moving its operation into the office building prior to the
debtor's bankruptcy filing, provided of its unrecorded interest.
Thus, the trustee could not avoid this unrecorded interest in the
exercise of his strong-arm powers as a hypothetical bona fide
purchaser.  The inquiry notice provided by the purchaser's
possession was likewise unaffected by the fact that the purchaser
leased to offices back to the debtor, such that the debtor also
had a presence on the property.  In re Polo Builders, Inc., ---
B.R. ----, 2010 WL 3282608 (Bankr. N.D. Ill.) (Goldgar, J.).

A copy of the Honorable A. Benjamin Goldgar's August 18, 2010,
Memorandum Opinion is available at:

http://www.leagle.com/unsecure/page.htm?shortname=inbco20100818530

Polo Builders, Inc., sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 04-23758) on June 23, 2004.  Polo's principals,
Hasan Merchant and Sheri Banoo Merchant, also filed Chapter 11
bankruptcy petitions (Bankr. N.D. Ill. Case No. 04-____).  Another
related entity, MG International, LLC, filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 04-24317) six days later, on June 29,
2004.  The jointly administered cases were converted to chapter 7
liquidation proceedings in August 2004, and David Brown was
appointed as the Chapter 7 Trustee.  In Polo Builders' bankruptcy,
Mr. Brown has testified that creditors have filed $34 million in
secured claims, $3 million in priority unsecured claims, and
$22 million in general unsecured claims.  Mr. Brown has not
objected to any claims, and he is unsure "exactly" how many claims
are valid.  Polo Builders' estate has $150,000 in assets, and the
assets of the other estates total roughly $800,000.   Mr. Brown
sees two further sources of future funds for all the estates:
several fraudulent transfer adversary proceedings with a potential
recovery of $5 million and an adversary proceeding against Hasan
Merchant with a potential recovery of $2.5 million.


PRIMARY ENERGY: S&P Affirms 'BB+' Rating on $105 Mil. Senior Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
rating on U.S. electricity and steam generator Primary Energy
Operations LLC's $105 million senior secured term loan
($87.95 million outstanding) maturing 2014.  At the same time, S&P
revised the recovery rating on the term loan to '3' from '4'.  The
outlook is stable.

PEO is a portfolio of four recycled energy facilities and a 50%
interest in a pulverized coal-injection facility collectively
located at steel mills of U.S. Steel Corp. (BB/Stable/--) and
ArcelorMittal (BBB/Negative/--).  The power assets use a
combination of waste heat, natural gas, and blast furnace gas
produced in the course of mill operations to generate "behind-the-
meter" electricity, steam, and processed water for mill
consumption.

Using the Standard & Poor's developer methodology, the 'BB+'
rating stems from the financial metrics under a combination of
scenarios and the weighted average quality of cash flow (QCF)
score S&P assigned to the portfolio, after considering additional
factors such as legal and financial structure, liquidity, and
counterparty risk.  In the case of PEO, the weighted average QCF
of '6' and the relatively robust financial performance under
multiple stresses are considered in tandem with the volatility of
the domestic steel industry and limited structural separation
between the nonrecourse debt and the ultimate parent company.

The stable outlook reflects S&P's view that the portfolio's
capital structure is sufficient to bear modest risks of the
relevant steel facilities without significantly deviating from its
delevering expectations via the 100% cash flow sweep.  If these
facilities become uneconomic or the parent companies' credit
further deteriorates, S&P would likely consider lowering the
rating.

Similarly, any operating or earnings scenario that results in less
than $25 million to $35 million per year of amortization would
increase refinancing risk in S&P's view and could warrant a
downgrade.  Should first-lien repayment occur faster than expected
($40 million to $50 million per year), S&P would consider an
upgrade.


PROTOSTAR LTD: Confirmation Hearing Scheduled for Oct. 6
--------------------------------------------------------
On Aug. 31, 2020, the Honorable Mary F. Walrath put her stamp of
approval on an order authorizing ProtoStar Ltd. and its debtor-
affiliates to distribute a disclosure statement explaining its
Fifth Amended Chapter 11 Plan and solicit acceptances of that plan
from creditors.  Judge Walrath will convene a hearing at 9:30 a.m.
on Oct. 6, 2010, to consider whether that plan should be
confirmed.

Creditors must cast their ballots by Sept. 27, 2010, for their
votes to be counted.  Objections to the plan, if any, must be
filed and served by 4:00 p.m. on Sept. 28, 2010.  Copies of the
plan, disclosure statement and solicitation materials are
available at http://www.kccllc.net/ProtoStar/

As reported in the Troubled Company Reporter on Aug. 30, 2010,
ProtoStar's plan reserves $10.65 million for unsecured creditors
who were initially thought to be out of the money.  Additionally,
the Official Committee of Unsecured Creditors has sued BlackRock
Financial Management Inc., West Face Capital Inc., Farallon
Partners LLC, and Octavian Advisors LP to invalidate their
purported liens on the ProtoStar I satellite.  The Committee says
the lenders filed notices of their security interests in the wrong
place.

                      About ProtoStar Ltd.

Hamilton, Bermuda-based ProtoStar Ltd. is a satellite operator
formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband Internet access across the
Asia-Pacific region.

The Company and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 09-12659) on July 29, 2009.  The Debtor
selected Milbank, Tweed, Hadley & McCloy LLP as lead counsel;
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Appleby as
Bermuda counsel; UBS Securities LLC as financial advisor and
investment banker and Kurtzman Carson Consultants LLC as claims
and noticing agent.  Lawyers at Lowenstein Sandler PC and
Greenberg Traurig LLP represent the Official Committee of
Unsecured Creditors.

Also on July 29, 2009, ProtoStar and its affiliates, including
ProtoStar Development Ltd., commenced a coordinated proceeding in
the Supreme Court of Bermuda.  John C. McKenna of Finance & Risk
Services Ltd. serves as liquidator of the Bermuda Group.

In their Chapter 11 petitions, the Debtors each estimated their
assets and debts at $100 million and US$500 million.  As of
December 31, 2008, ProtoStar's consolidated financial statements,
which include non-debtor affiliates, showed total assets of
$463,000,000 and liabilities totalling $528,000,000.


PTS CARDINAL: Bank Debt Trades at 10% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which PTS Cardinal
Health is a borrower traded in the secondary market at 90.15
cents-on-the-dollar during the week ended Friday, September 3,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.45 percentage points from the previous week, The Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on April 10, 2014, and
carries Moody's Ba3 rating and Standard & Poor's BB- rating.  The
loan is one of the biggest gainers and losers among 215 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

In April 2007, Cardinal Health completed the sale of its
Pharmaceutical Technologies and Services segment to The Blackstone
Group for approximately $3.3 billion.  PTS provides advanced
technologies and outsourced services for the pharmaceutical,
biotechnology and consumer health industry.  PTS develops,
manufactures and packages pharmaceutical and other products.


RAFAEL GREGORIO: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Rafael J. Gregorio
               Fabiola Gregorio
               4060 W. Crescent Way
               Frisco, TX 75034

Bankruptcy Case No.: 10-42954

Chapter 11 Petition Date: September 1, 2010

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

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Scheduled Assets: $1,508,361

Scheduled Debts: $1,367,005

A list of the Joint Debtors' 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txeb10-42954.pdf


RANCHO MALIBU: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Rancho Malibu, LLC, filed with the U.S. Bankruptcy Court for the
Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   Unknown
  B. Personal Property               Unknown
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $23,430,959
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,287,964
                                 -----------      -----------
        TOTAL                        Unknown*     $26,718,923

* The Debtor disclosed in its Schedule B - Personal Property: Far
East National Bank Checking Account amounting to $1,573; and an
unused portion of $5,000 retainer paid to Weber & Baer as unknown.

A copy of the Schedules is available for free at:

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

Malibu, California-based Rancho Malibu, LLC, filed for Chapter 11
protection on July 6, 2010 (Bankr. C.D. Calif. Case No. 10-18138).
Daniel J. Weintraub, Esq. at Weintraub & Selth APC represents the
Debtor in its restructuring efforts.  The Debtor estimates assets
and debts at $10 million to $50 million.


RCLC INC: Inks Asset Purchase Agreement with Trenton Aviation
-------------------------------------------------------------
RCLC Inc. entered on Aug. 27, 2010, into an Asset Purchase
Agreement with Ronson Aviation, Inc., the Company's wholly-owned
subsidiary, and Trenton Aviation LLC for the sale of substantially
all of the assets of the Company's aviation business -- other than
specified assets including cash and cash equivalents and accounts
receivable.

The Asset Purchase Agreement provides for a purchase price of
$9.4 million in cash, $0.25 million of which would be held in
escrow for a period of 15 months after closing to secure
environmental claims against the Company.   In addition, Jeffrey
Ross, President of Trenton Aviation, will assume up to $310,000
in Cure Amounts under assumed Ronson Aviation contracts and
ordinary course trade payables, as well as honor up to $82,000
in unused vacation, time-off or sick leave of Ronson Aviation
employees hired by Ross.

Consummation of the transaction is subject to, among other things,
approval by the Bankruptcy Court of a Sale Procedure Order and a
Sale Order approving the agreement and the agreement of Mercer
County, New Jersey to the Consent to Assignment and Second
Amendment and Landlord Estoppel and Consent as well as other
customary closing conditions.

A full-text copy of the asset purchase agreement is available for
free at http://ResearchArchives.com/t/s?6ab5

                          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.


REALOGY CORP: Bank Debt Trades at 14% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 86.36 cents-on-the-
dollar during the week ended Friday, September 3, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.52 percentage points
from the previous week, The Journal relates.  The Company pays 300
basis points above LIBOR to borrow under the facility.  The bank
loan matures on September 30, 2013, and carries Moody's Caa1
rating and Standard & Poor's CCC- rating.  The loan is one of the
biggest gainers and losers among 215 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
approximately 15,000 offices and 270,000 sales associates doing
business in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at June 30, 2010, showed $8.18 billion
in total assets, $9.13 billion in total liabilities, and a
stockholders' deficit of $951.00 million.

Realogy carries a 'CC' corporate credit rating with a "developing"
outlook from Standard & Poor's.  S&P noted that leverage was high,
at 15x at March 2010, although this was an improvement compared to
20x one year ago.

It has 'Caa2' corporate family and probability of default ratings,
with negative outlook, from Moody's.


REALOGY CORPORATION: Moody's Raises Corp. Family Rating to 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service upgraded Realogy Corporation's Corporate
Family Rating to Caa2 from Caa3, affirmed the Caa3 Probability of
Default Rating, and changed the rating outlook to stable from
negative.  Moody's concurrently upgraded the first lien credit
facility ratings to B1 from Caa1, the second lien term loan to
Caa2 from Caa3 and the senior unsecured notes to Caa3 from Ca.
The Ca rating on the senior subordinated notes and the SGL-4
speculative liquidity rating were affirmed.

Moody's upgraded these ratings (LGD assessments revised):

  -- $750 million senior secured revolving credit facility due
     2013, to B1 (LGD 1, 9%) from Caa1 (LGD 2, 22%)

  -- $3.17 billion senior secured term loan due 2013, to B1 (LGD
     1, 9%) from Caa1 (LGD 2, 22%)

  -- $507 million senior secured synthetic letter of credit
     facility, to B1 (LGD 1, 9%) from Caa1 (LGD 2, 22%)

  -- $650 million 2nd lien term loan due 2017, to Caa2 (LGD 3,
     30%) from Caa3 (LGD 4, 56%)

  -- $1.7 billion senior unsecured cash pay notes due 2014, to
     Caa3 (LGD 4, 54%) from Ca (LGD 5, 77%)

  -- $444 million senior unsecured toggle notes due 2014, to Caa3
     (LGD 4, 54%) from Ca (LGD 5, 77%)

  -- Corporate family rating, to Caa2 from Caa3

Moody's affirmed these ratings (LGD assessments revised):

  -- $875 million senior subordinated notes due 2015, to Ca (LGD
     5, 81%) from Ca (LGD 6, 94%)

  -- Probability of Default rating, Caa3

  -- Speculative grade liquidity, SGL-4

                        Ratings Rationale

"The upgrade of the Corporate Family Rating to Caa2 from Caa3
anticipates a higher than average recovery rate for the debt
capitalization at default as a result of the company's improved
profitability during the first half of 2010 and Moody's base case
outlook for the company's performance over the next two years,"
stated Lenny Ajzenman, Senior Vice President.

The Caa2 CFR utilizes a mean family recovery rate for the debt
capitalization of 65% and is based on Moody's estimates of EBITDA
levels and market multiples at the time of a projected default.
The upgrade to the first lien credit facility, second lien term
loan and senior unsecured notes reflects the higher expected
recovery rates for these debt instruments given Moody's
expectation for a higher than average family recovery rate at
default.

The Caa2 Corporate Family Rating and Caa3 Probability of Default
Rating reflect a high probability of a balance sheet restructuring
over the near to medium term.  The company has very weak credit
metrics, with Debt to EBITDA (before Moody's standard adjustments)
projected at over 14 times for the 2010 calendar year.  Moody's
base case forecast assumes a slow recovery in the residential
housing market during 2011 and 2012 while Realogy's first lien
bank credit facility matures in 2013.  Consequently, Moody's do
not believe that profitability growth over the next two years will
be sufficient to avoid a balance sheet restructuring.
Furthermore, covenant compliance could be challenging over the
next four quarters given the expected profitability decline in the
back half of 2010 and a contractual tightening of the net leverage
covenant in the first quarter of 2011.  The ratings are supported
by the company's leading market positions, strong brands and the
recent reduction in Realogy's contingent liability exposure.

The stable outlook anticipates a sharp decline in year over year
profitability levels in the back half of 2010 given Moody's
expectation for a 15% to 20% decline in home sale transaction
volumes during this period.  Realogy's results in the first half
of 2010 benefited from higher consumer confidence levels and home
sale purchases stimulated by the home buyers tax credit, which
required a binding contract to purchase a home by April 30, 2010.
Moody's base case forecast anticipates moderate profitability
growth in 2011 driven by growth in home sale transactions and flat
average pricing.

The outlook could be changed to negative or the ratings downgraded
if (i) profitability erodes at a faster pace than expected during
the back half of 2010 due to a sharper than expected decline in
residential home sale sides or pricing or (ii) the housing market
downturn continues into 2011 leading to further material decline
in Realogy's profitability.

Given the company's weak credit metrics and significant debt
maturities in 2013, the ratings are unlikely to be upgraded until
the company meaningfully reduces leverage through a balance sheet
restructuring.

Realogy Corporation is a leading global provider of real estate
and relocation services.  Realogy is substantially owned and
controlled by an affiliate of Apollo Management, L.P.  (Apollo),
and reported revenues of about $4.3 billion in the twelve months
ended June 30, 2010.


REDWINE RESOURCES: Court OKs Auction Without Stalking-Horse Bid
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Redwine Resources, Inc., et al., to sell substantially
all of their assets, comprised of the primary assets, the Kinta
Ranch Property and the residual assets, in one or more sales,
without a stalking horse bidder.

The Debtors related that Longroad Capital Partners III, L.P., the
previous stalking horse bidder, terminated its obligations under
the asset purchase and sale agreement.  The parties were unable to
resolve the issues identified in Longroad's Notice of Material
Adverse Effect.

The Debtors scheduled a September 15, 2010, auction for the
assets.  The auction will beheld at the offices of Rochelle
McCullough, LLP, 325 N. Saint Paul, Suite 4500, Dallas, Texas.
Competing bids were due 12:00 noon, prevailing Central Time, on
September 13.

The Court will consider the sale of the assets to the  winning
bidder at a hearing on September 16, at 3:30 p.m., before The
Honorable Barbara J. Houser.  Objections, if any are due
5:00 p.m., on September 15.

                      About Redwine Resources

Based in Dallas, Texas, Redwine Resources, Inc., acquires and
invests in both producing and non-producing leasehold and mineral
interests across the United States, with a primary focus in
Colorado, Indiana, New Mexico, Oklahoma, Texas and Wyoming.
Redwine Resources acquires interests in target areas where the
geology is defined and productive, and in areas established
operators have targeted, or are reasonably anticipated to soon
target for development, based upon known drilling trends.  After
acquisition of the interests, the Company participates as working
interest owners in the drilling of wells on its leases or
repackages the leases for sale to operators and investors.

Redwine Resources and its affiliates filed for Chapter 11
protection on June 4, 2010 (Bankr. N.D. Tex. Case No. 10-34041).
Judge Barbara J. Houser presides over the cases.  Michael R.
Rochelle, Esq., at Rochelle McCullough LLP, in Dallas, serves as
the Debtors' counsel.  The Debtor estimated assets and debts at
$10 million and $50 million in both assets and debts.

Substantially all of the Debtors' assets are encumbered by a first
priority security interest in favor of Bank of America, N.A., and
Bank of America is significantly undersecured.


REICHMANN PETROLEUM: Working Interest Not Property of the Estate
----------------------------------------------------------------
Under Texas law, WestLaw reports, the mere fact that a seller had
not executed written assignments in buyers' favor after they
purchased working interests in its oil and gas leases shortly
prior to the seller's Chapter 11 filing did not affect the
validity of the sales as between the parties or permit the seller,
by virtue of a settlement executed in its Chapter 11 case, to
release working interests and rights to production revenues that
it no longer owned.  Indeed, even if the debtor still had legal
title to these working interests on the petition date, the debtor
held title in resulting or constructive trust for the third-party
buyers that it allegedly defrauded.  Thus, the working interests
were not included in the "property of the estate," and the debtor
could not dispose of them.  In re Reichmann Petroleum Corp., ---
B.R. ----, 2010 WL 3222491 (Bankr. S.D. Tex.) (Schmidt, J.).

A copy of the Honorable Richard S. Schmidt's Memorandum Opinion
dated Aug. 16, 2010, is available at:

http://www.leagle.com/unsecure/page.htm?shortname=inbco20100816456

Reichmann Petroleum Corp., based in Grapevine, Tex., sought
Chapter 11 protection (Bankr. S.D. Tex. Case No. 06-60843) on
Dec. 8, 2006, represented by Patrick J. Neligan, Jr., Esq., at
Neligan, Andrews & Foley, LLP, in Dallas, Tex., and estimating its
assets and debts at less than $100 million.  Reichmann Petroleum
filed a Chapter 11 Plan of Reorganization on June 27, 2007, and
the Bankruptcy Court confirmed the Company's Second Amended Plan
of Reorganization on May 2, 2008.


RETTER FAMILY: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Retter Family Trust
          aka Retter Family Trust
        P.O. Box 9500
        McLean, VA 22102

Bankruptcy Case No.: 10-17420

Chapter 11 Petition Date: September 1, 2010

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

Judge: Stephen S. Mitchell

Debtor's Counsel: Richard J. Stahl, Esq.
                  STAHL ZELLOE, P.C.
                  11350 Random Hills, Road, Suite 700
                  Fairfax, VA 22030
                  Tel: (703) 691-4940
                  Fax: (703) 691-4942
                  E-mail: r.stahl@stahlzelloe.com

Scheduled Assets: $2,215,000

Scheduled Debts: $4,197,297

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb10-17420.pdf

The petition was signed by Daniel L. Retter, trustee.


ROCK & REPUBLIC: Simms Disputes Bid to Reject Distribution Deal
---------------------------------------------------------------
Rachel Feintzeig at Dow Jones' Daily Bankruptcy Review reports
that Simms Sigal & Co., the exclusive distributor of the Rock &
Republic line in Canada, is accusing the Company of eschewing an
agreement that mandates the pricey denim only end up in the hands
of select, high-end retailers -- and instead funneling the clothes
to Costco stores.

According to DBR, Simms has been distributing clothes made by Rock
& Republic to Canadian stores since 2006 and credits itself as
having "single handedly built the brand into a multimillion dollar
enterprise in Canada," according to court papers.  As part of its
efforts, Simms has limited its focus to stores like Neiman Marcus,
noting that it doesn't want its customers confusing the expensive
duds with clothes like Gap brand jeans.

"Given its cachet, styling and pricing, Simms' strategy, as
required by its agreements with R&R, has been to focus its
marketing and sales activities exclusively at 'approved retailers'
consisting of first-class, upscale retail clothing boutiques and
stores specializing in the sale of expensive designer garments,"
Simms said.

According to DBR, the company said it immediately alerted Rock &
Republic officials, who assured Simms that Costco was not
authorized to carry the products and vowed to take action.  But
months passed, and the jeans were still appearing on Costco's
shelves, Simms said.

"Despite R&R's initial assertion that they were 'investigating'
the Costco situation, no action was ever taken by them to cause
Costco to cease selling the R&R Costco Merchandise," Simms said.

In addition, DBR relates Rock & Republic refused to support Simms
in a lawsuit against Costco and even urged it to back down from
the litigation.  In the aftermath of that scuffle, a Rock &
Republic representative admitted that it was actually the jeans
designer itself that was feeding the merchandise to Costco,
according to Simms.

Attorneys for Rock & Republic didn't return calls seeking comment
Friday.

DBR relates Rock & Republic is seeking to sever its exclusive
distribution agreement with Simms, leading the Canadian company to
hypothesize that the jeans maker went to Costco in an attempt to
ditch the existing deal, which is not set to expire until the end
of 2012.  Rock & Republic said eliminating the deal would allow it
to build its Canadian sales. It called the agreement "burdensome."

"Simms finds it very suspicious that R&R has effectively refused
to halt Costco's sales of its products despite the requirement to
do so in the agreement, and now attempts to bully Simms into
withdrawing the very lawsuit against Costco that will most likely
result in the halt of such sales and restitutions to Simms," Simms
said, according to DBR.  "Given the facts, it would appear that
the debtors have intentionally devalued the agreement to create a
situation where they can claim that the agreement is not
profitable and should be rejected."

                      About Rock & Republic

New York-based Rock & Republic Enterprises, Inc., is a wholesale
and retail apparel company specializing in an avant-garde and
distinctive line of clothing.  Originally started in 2002 by its
Chief Executive Officer, Michael Ball, primarily as an American
jeans company, the Debtors have expanded their lines to include
high fashion clothing for men, women and children as well as
shoes, cosmetics and accessories.  The Company's merchandise can
be found at most high end retail stores such as Nordstrom, Neiman
Marcus, Bergdorf Goodman, Bloomingdales, Lord & Taylor, Harvey
Nichols and Saks Fifth Avenue, as well as in small upscale
boutiques.

The Company filed for Chapter 11 bankruptcy protection on April 1,
2010 (Bankr. S.D.N.Y. Case No. 10-11728).  Alex Spizz, Esq., and
Arthur Goldstein, Esq., at Todtman, Nachamie, Spizz & Johns, P.C.,
assist the Company in its restructuring effort.  Manderson,
Schaefer & McKinlay, LLP, is the Company's special corporate
counsel.  The Company estimated $50 million to $100 million in
assets and $10 million to $50 million in liabilities.

The Company's affiliate, Triple R, Inc., filed a separate Chapter
11 petition on April 1, 2010 (Bankr. S.D.N.Y. Case No. 10-11729).


ROYAL HOSPITALITY: Allowed to Use Up to $32,000 Cash Collateral
---------------------------------------------------------------
Royal Hospitality LLC sought authorization from the Hon. Robert E.
Littlefield, Jr., of the U.S. Bankruptcy Court for the Northern
District of New York to use up to $68,300 of cash collateral.

The Debtor fell behind on payments to secured lender CIT Lending
Services Corporation on its first mortgage and on real property
taxes.  The Lender commenced a foreclosure action and seeks
payment in full immediately.  Attempts to negotiate a restructure
of the mortgage failed when CITY require payment of all past-due
payments of approximately $1 million before it would entertain any
restructuring of payments.

Richard L. Weisz, Esq., at Hodgson Russ LLP, explains that the
Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.  The Debtor proposed to use the
collateral pursuant to a weekly budget ended October, a copy of
which is available for free at:

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

On August 19, 2010, the Court authorized the Debtor to use $32,000
of cash collateral through August 25, 2010, the hearing date to
consider the Debtor's request to use cash collateral.

The Debtor believes that the Lender's secured claim is adequately
protected because the value of the property far exceeds the debt
due to the Lender.  In 2010, revenue is expected to exceed
$2.1 million.  The Debtor proposes paying the Lender $25,000 per
month while the case is pending to cover interest (approximately
4.25%).

Royal Hospitality LLC, dba Comfort Suites, has been operating the
Comfort Suites in Lake George, New York since May 2007.  It filed
for Chapter 11 protection on August 19, 2010 (Bankr. N.D.N.Y. Case
No. 10-13090).  Richard L. Weisz, Esq., at Hodgson Russ LLP,
assists the Debtor in its restructuring effort.  According to its
schedules, the Debtor disclosed $13,432,001 in total assets and
$11,154,770 in total liabilities as of the Petition Date.


RRI ENERGY: Moody's Downgrades Corporate Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of RRI
Energy, including its Corporate Family Rating to B2 from B1; its
Probability of Default Rating to B2 from B1, the ratings of its
senior unsecured debt to B3 from B2 and the company's Issuer
Rating to B3 from B1.  The ratings of RRI's senior secured notes
are affirmed at B1.  The Ba1 ratings for the senior secured lease
obligation bonds at Reliant Energy Mid-Atlantic Power Holdings are
also affirmed.  RRI's speculative grade liquidity rating is
changed to SGL-2 from SGL-1.  The rating outlook is stable.

Downgrades:

Issuer: RRI Energy, Inc.

  -- Probability of Default Rating, Downgraded to B2 from B1

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-2 from
     SGL-1

  -- Corporate Family Rating, Downgraded to B2 from B1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
     from B2

Issuer: Reliant Energy Mid-Atlantic Power Hldgs., LLC

  -- Senior Secured Pass-Through, Downgraded to LGD2, 13% from
     LGD2, 12%

Upgrades:

Issuer: Pennsylvania Economic Dev. Fin. Auth.

  -- Senior Secured Revenue Bonds, Upgraded to LGD3, 41% from
     LGD3, 43%

Issuer: RRI Energy, Inc.

  -- Senior Secured Regular Bond/Debenture, Upgraded to LGD3, 41%
     from LGD3, 43%

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD4,
     69% from LGD5, 74%

                        Ratings Rationale

The downgrade of RRI's CFR reflects Moody's belief that RRI's
ability to generate sufficient cash flows has been materially
impacted by low commodity prices and a weak economy.
Prospectively, Moody's believe RRI's cash flows will continue to
remain pressured due to current forward commodity cost
expectations and continued weakness in economic conditions.
Moody's calculate the ratio of RRI's funds from operations to debt
for the twelve months ended June 2010 at approximately 3% and its
interest coverage ratio at roughly 1.3x, well below Moody's
previous expectations.  Moody's sees little evidence for
improvement in these cash flow related credit metrics over the
next two years, largely due to the current state of the economy
and low forward commodity prices.

RRI's speculative grade liquidity rating was lowered to SGL-2 from
SGL-1.  While RRI continues to maintain a large cash balance and
has good availability under its secured revolver, the company's
ability to internally generate free cash flow is being negatively
impacted by current market conditions.

The rating for Reliant Energy Mid-Atlantic Power Holdings' senior
secured lease obligation bonds is affirmed at Ba1.  The Ba1 rating
is one notch higher than the LGD-template implied rating and
reflects favorable structural elements, such as a restricted
payments test, which in Moody's view improves recovery prospects
for these bonds in a default scenario.

Moody's acknowledges that RRI is currently engaged in a merger and
acquisition transaction with Mirant Corporation (B1 CFR / stable
outlook).  Mirant's ratings are not affected by the rating actions
on RRI.  Nevertheless, based on the information available, on a
pro-forma combined basis, Moody's believe it is likely that the
combined entity (GenOn Energy) would likely be accorded a B2 CFR,
and GenOn's pro-forma combined SGL rating would be repositioned at
SGL-1, upon closing of the transaction.  The expectation for an
SGL-1 for GenOn reflects a sizeable cash balance at Mirant, along
with its more robust near-term cash flow generation prospects.
For the twelve months ended June 2010, Mirant generated a ratio of
FFO to debt of roughly 18%.

The stable outlook for RRI reflects Moody's view that although
RRI's credit profile continues to exhibit weakness, primarily due
to the current commodity market environment, there is a potential
for some stabilization as a result of the anticipated transaction
with Mirant.  Also, RRI's relatively strong liquidity profile
provides some insulation to fund negative free cash flow, although
Moody's see little evidence for commodity markets improving over
the near-term.

In light of the rating action and the current challenging outlook
for electric generation margins, limited prospects exist for the
rating to be upgraded in the foreseeable future.

The potential for additional downward rating pressure could occur
on RRI's rating if the merger transaction with Mirant was not
completed, based on current expectations for cash flow generation
over the near-term.

Assuming a B2 CFR is assigned to the pro-forma GenOn and based on
Moody's current understanding of the company's financing plan and
resulting capital structure, Moody's believe it is unlikely that
the ratings for Mirant's various existing debt instruments would
change at merger completion, including Mirant Americas Generation,
LLC and Mirant Mid-Atlantic LLC Ba1 senior secured lease
obligation bonds, based on a similar assessment as performed at
REMA.

However, depending on the ultimate terms and conditions as well as
the final capital structure, there is a possibility for some debt
instrument ratings to be impacted.  For example, Moody's
understand that a sizeable amount of new senior unsecured debt is
expected to be issued at GenOn, the parent holding company entity,
in addition to a new senior secured credit facility and term loan.
Moody's incorporate a view that these new senior secured
securities would benefit from certain upstream payment guarantees
provided by certain assets and subsidiaries of RRI and Mirant, but
that any Mirant upstream guarantees could be impacted by certain
indenture limitations currently existing within the Mirant stand-
alone capital structure.

Notwithstanding the rating actions, Moody's continue to view the
proposed merger as a net credit benefit for both RRI and Mirant.
The combination provides an incremental scale and diversity that
neither company can attain on their own and a material amount of
operating costs synergies have been identified and are expected to
be captured over the near-term.

The last rating action for RRI occurred on April 12, 2010, when
Moody's affirmed the B1 CFR and stable rating outlook.

RRI is a merchant generation company headquartered in Houston,
Texas.

                     Regulatory Disclosures

Information sources used to prepare the credit rating are these:
parties involved in the ratings, parties not involved in the
ratings, public information, confidential and proprietary Moody's
Investors Service's information, confidential and proprietary
Moody's Analytics' information.

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

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


ROBERT NUCCI: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Robert C. Nucci
        6322 Gunn Highway
        Tampa, FL 33625

Bankruptcy Case No.: 10-21419

Chapter 11 Petition Date: September 2, 2010

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Harley E. Riedel, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 East Madison Street, #200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  E-mail: hriedel.ecf@srbp.com

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

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

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


SALPARE BAY: Has Until October 5 to Propose Reorganization Plan
---------------------------------------------------------------
The Hon. Trish M. Brown of the U.S. Bankruptcy Court for the
District of Oregon directed Salpare Bay, LLC, to file a disclosure
statement and plan of reorganization by October 5, 2010.

Salpare Bay operates a condominium.

Vancouver, Washington-based Salpare Bay, LLC, filed for Chapter 11
bankruptcy protection on June 7, 2010 (Bankr. D. Ore. Case No. 10-
35333).  Tara J. Schleicher, Esq., who has an office in Portland,
Oregon, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10 million to
$50 million.


SELIM AMERICA: Hwaseung Wants Ch 11 Trustee; Prime Objects
----------------------------------------------------------
Selim America, Inc., and Selim Textile, Inc.'s secured creditor
Hwaseung Networks America, Corp., asks the U.S. Bankruptcy Court
for the Central District of California for an appointment of a
Chapter 11 trustee for the Debtors.

Hwaseung said, "There is overwhelming evidence that June Yong Kim,
the Debtors' sole shareholder and President, has engaged in RICO
violations, fraud, fraudulent transfers and concealment of the
Debtors' assets, conversion and conspiracy to defraud.  In fact,
the Debtors' recently filed adversary complaint against Hwaseung
as well as other pleadings filed by the Debtors conclusively
demonstrate that Selim Textile, Inc., fraudulently transferred to
Selim America, Inc., approximately $59 million worth of inventory
furnished by Hwaseung with the actual intent to hinder, delay and
defraud creditors, including Hwaseung."  According to Hwaseung,
Mr. Yong Kim is not an appropriate fiduciary for the Debtors'
estates.

If a Chapter 11 trustee cannot be appointed immediately, Hwaseung
requests that the Court schedule a preliminary hearing on its
motion at the earliest possible date, and: (i) prohibit the
Debtors from using, selling or leasing any property of the
Debtors' estates pending a final hearing on the motion; (ii) in
the alternative, impose appropriate conditions to ensure that any
sale of inventory or collection of accounts is transparent, at
arm's length and on fair terms; and (iii) order the Debtors to
file in advance of the final hearing a declaration under penalty
of perjury that accounts for all inventory furnished by Hwaseung
to the Debtors from January 1, 2010, to the present, and all
proceeds thereof.

Hwaseung requests that the Court (i) order the Debtors to
sequester and forthwith account to Hwaseung any and all cash
collateral in which Hwaseung has an interest and (ii) grant other
relief as may be just and proper.

Secured creditor Prime Business Credit, Inc., has objected to the
appointment of a Chapter 11 trustee and sequestration of cash
collateral, saying that the grounds set forth in Hwaseung's motion
do not establish the emergency nature of its request for a hearing
on an expedited bases.  According to Prime Business, Hwaseung
appears to assert a purported lien against all inventory held by
both Debtors, and that the transfer of inventory from Selim
Textile to Selim America constitutes fraudulent transfer under the
Uniform Fraudulent Transfer Act set forth in the California Civic
Code.  The Act prohibits a secured creditor from pursuing the
recovery of a fraudulent transfer.  "Therefore, to the extent
Hwaseung has a valid lien against any asset(s) or property of the
estate(s), it may not seek redress pursuant to a fraudulent
transfer action," Prime Business stated.


"Pursuant to its own motion, the only purported lien interest that
Hwaseung holds is against Selim Textile and not Selim America,"
Prime Business said.

Selim Textile currently owes to Hwaseung $59 million for unpaid
goods sold and delivered by Hwaseung from approximately January
2010 to July 2010.  Hwaseung was repeatedly informed by Kim that
$49 million of Selim Textile's accounts receivable were guaranteed
by factor, Prime Business.

Hwaseung is represented by Lim, Ruger & Kim, LLP.

Prime Business is represented by Levinson Arshonsky & Kurtz, LLP.

                       About Selim America

Los Angeles, California-based Selim America Inc., a New York
corporation, filed for Chapter 11 protection on August 23, 2010
(Bankr. C.D. Calif. Case No. 10-45503).  Monica Y. Kim, Esq., who
has an office in Los Angeles, California, assists the Debtor in
its restructuring effort.  The Debtor estimated its assets at
$10 million to $50 million and debts at $50 million to
$100 million.


SHILOH INDUSTRIES: Enters Fifth Amendment to Credit Agreement
-------------------------------------------------------------
Shiloh Industries, Inc. disclosed the completion of the Fifth
Amendment Agreement of the Company's Credit and Security Agreement
with a syndication of lenders led by PNC Bank National
Association, successor to National City Bank, as co-lead arranger,
sole book runner and administrative agent, and The Privatebank and
Trust Company, as co-lead arranger and syndication agent.  The
Fifth Amendment provides the Company with a currently available
revolving line of credit of $80,000,000.  The line of credit
matures in July 2012.

The Fifth Amendment adjusts the effective interest rate from 7.0%
to a factor of LIBOR plus 300 basis points and removes the
previous Borrowing Formula constraints and other periodic
reporting requirements.  It also provides availability of funds
for certain acquisition opportunities and other matters.

Theodore K. Zampetis, President and CEO of Shiloh, stated, "Our
recent positive financial performance driven by our focus on
lowering the cost structure and generating positive cash flow has
enabled us to execute this Amendment.  The financial flexibility
and liquidity provided by the Amendment will support operating
activities through the term of the Amendment and it creates the
ability to explore certain other strategic opportunities."

                      About Shiloh Industries

Headquartered in Valley City, Ohio, Shiloh Industries is a leading
manufacturer of first operation blanks, engineered welded blanks,
complex stampings and modular assemblies for the automotive and
heavy truck industries. The Company has 15 wholly owned
subsidiaries at locations in Ohio, Georgia, Michigan, Tennessee
and Mexico, and employs approximately 1,200.

Shiloh has a 'B+' corporate credit rating from Standard & Poor's
Ratings Services.  In July 2010, S&P noted that while Shiloh has
restructured its operations, the Company lacks geographic and
customer diversity -- all of its manufacturing capacity resides in
North America -- and the Michigan-based automakers account for
more than 50% of its revenues.


SICEL TECHNOLOGIES: Not Placed Into Involuntary Bankruptcy
----------------------------------------------------------
Sicel Technologies, Inc., disclosed that the organization has not
been placed into involuntary bankruptcy.  Effective August 31,
2010, Paul McDaniel became the interim President and an interim
Director of the company.  Currently, Sicel's operations are
continuing and several employees who had previously been
furloughed have returned to work.

As reported in the TCR on August 31, the Company vigorously
contested the involuntary petition filed by creditors.

Sicel Technologies develops telemetric systems that provide
feedback about biological and physiological changes in cell and
organ systems.  The company offers OneDose, which is a patient
dosimetry verification system used for radiation oncology therapy,
as well as provides wireless implantable sensors.  The company
sells its products through distributors in Australia, Canada,
France, Italy, the United Kingdom, Ireland, Saudi Arabia, and
Spain.  Sicel Technologies, Inc. was founded in 1999 and is based
in Morrisville, North Carolina.  On August 10, 2010, an
involuntary petition for liquidation under Chapter 7 was filed
against Sicel Technologies, Inc. in the US Bankruptcy Court for
the Eastern District of North Carolina.


SIKDER GROUP: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sikder Group, Inc.
          dba Laguna Hills Car Wash
        12101 Palms Boulevard
        Los Angeles, CA 90066

Bankruptcy Case No.: 10-47414

Chapter 11 Petition Date: September 2, 2010

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

Judge: Ernest M. Robles

Debtor's Counsel: Bradley E. Brook, Esq.
                  LAW OFFICES OF BRADLEY E. BROOK
                  11500 W. Olympic Boulevard, Suite400
                  Los Angeles, CA 90064
                  Tel: (310) 839-2004
                  Fax: (310) 945-0022
                  E-mail: bbrook@bbrooklaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-47414.pdf

The petition was signed by Dipu Haque, president.


SJT VENTURES: Aurora Bank Secured Debt to Get 6.35% Interest
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas on
July 19, 2010, considered an Amended Chapter 11 Plan of
Reorganization filed by SJT Ventures, LLC, and the objections to
the original plan filed by Aurora Bank.  Debtor seeks to confirm
the Amended Plan over the objections of Aurora, pursuant to 11
U.S.C. Sec. 1129(b).  Aurora raises objections regarding the post-
confirmation interest rate appurtenant to its allowed secured
claim and the feasibility of the Amended Plan.

The Debtor purchased a four-story commercial building located in
Dallas, Texas, in July 2007.  The purchase of the building was
initially financed through Lehman Brothers, and the note was later
transferred to Aurora.  Beginning in mid-2008, concurrent with the
overall national economic downturn, the Debtor began losing some
tenants and receiving bad checks from others.  The Debtor
attempted to work out an arrangement with Lehman Brothers
regarding past due mortgage payments, but the two parties were
unable to reach agreement.  The Debtor subsequently filed for
bankruptcy.  Since filing, the Debtor has been able to secure more
tenants.  Occupancy has now risen to 84%.  The office building at
the heart of the bankruptcy is classified as a B-Class property,
and is currently valued by the Dallas Central Appraisal District
at $2,298,000.

The original plan was filed on April 16, 2010, with the Debtor's
intention being to finance plan payments through continued
business operations.  The two secured creditors in this bankruptcy
proceeding are Aurora and First Community Bank Central Texas.
Under the original plan, Aurora's secured claim was to be paid in
full over 60 months, with the allowed amount of $1,892,121.79
amortized over 30 years, with a 5% interest rate per annum.  At
the confirmation hearing, the Debtor orally amended the plan to
provide repayment of Aurora's claim at a 6.35% interest rate with
a five-year balloon payment.  FCB's secured claim of $141,427.48,
for leased equipment, would be paid over a period of 52 months,
and the Debtor would market FCB's collateral (the leased
equipment) for sale, which proceeds could then be used to satisfy
unpaid interest on the debt.  Unsecured claims, including the
$1,226,000 unsecured claim of the Small Business Administration
would be paid 5%.  All classes of creditors, except for Aurora,
accepted the original plan.

Aurora objected to the feasibility of the original plan and also
the cramdown rate of interest offered on its secured claim
(originally 5%).  Aurora argued that since it is fully secured, it
ought to be paid the contractual rate of interest, 8.69%.

Debtor argued that the correct rate of interest on the secured
claim of Aurora Bank should be the market rate of interest, and
offered expert testimony regarding that rate.

On August 25, 2010, Judge Halin DeWayne Hale held that, based on
testimony and exhibits offered by Debtor, the Amended Plan, as
further amended in open court at the confirmation hearing, is
feasible should the secured debt owed to Aurora be repaid at a
rate of 6.35%.  The Court also finds that Plan payments totaling
the amount of Aurora's allowed secured claim at this rate fully
compensate Aurora for the value of its claim at the time of
filing, per Sec. 1129(b)(2)(A).  Therefore, the Amended Plan, as
further amended in open court, will be confirmed.

A copy of the Decision is available for free at:

     http://www.leagle.com/unsecure/page.htm?shortname=inbco20100825922

SJT Ventures, LLC, owns a four-story commercial building located
in Dallas, Texas.  It filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 09-36758) on October 5, 2009.  Judge
Harlin DeWayne Hale presides over the case.  Arthur I. Ungerman,
Esq., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated $1 million to $10 million in assets and debts.


STEVEN SCHULTZ: Chapter 11 Case Filed in Bad Faith is Dismissed
---------------------------------------------------------------
WestLaw reports that a Chapter 11 case filed by a debtor who had
not worked or carried on any business for more than one year, and
who allegedly relied solely on distributions from the trusts
established by his late father for his support, despite the fact
that these distributions were more than $2,000 less than what
debtor scheduled as his expenses, was not filed in good faith and
could be dismissed.  In addition to problems associated with the
debtor's alleged lack of income, the case was plainly filed to
avoid collection efforts by a single creditor, the debtor's ex-
wife, and there was a possibility of preferential payments on a
prepetition loan.  In re Schultz, --- B.R. ----, 2010 WL 3290492
(Bankr. M.D. Fla.) (Glenn, J.).

As an alternative to dismissal of his chapter 11 case, the Debtor
asked the Court to convert the case to a chapter 13 proceeding.
The Honorable Paul M. Glann said that the Debtor's lack of good
faith also rendered him ineligible for Chapter 13 relief, and
precluded conversion of case as alternative to dismissal.

Stephen L. Schultz sought chapter 11 protection (Bankr. M.D. Fla.
Case No. 09-07020) on Aug. 21, 2009.  A copy of the Debtor's
Chapter 11 petition is available at
http://bankrupt.com/misc/flmb09-07020.pdfat no charge.


SUNGARD DATA: 2016 Debt Trades at 2% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which SunGard Data
Systems, Inc., is a borrower traded in the secondary market at
97.69 cents-on-the-dollar during the week ended Friday,
September 3, 2010, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents an
increase of 0.77 percentage points from the previous week, The
Journal relates.  The Company pays 362.5 basis points above LIBOR
to borrow under the facility.  The bank loan matures on
February 28, 2016, and carries Moody's Ba3 rating and Standard &
Poor's BB rating.  The loan is one of the biggest gainers and
losers among 215 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

SunGard Data Systems, Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry well as higher education institutions and the
public sector.  SunGard also provides disaster recovery/business
continuity services through its Availability Services division.

As stated by the Troubled Company Reporter on September 1, 2009,
Moody's Investors Service affirmed SunGard's 'B2' corporate family
and probability of default ratings, along with its SGL-2
speculative grade liquidity rating.

Standard & Poor's Ratings Services rates (i) SunGard's corporate
rating at 'B+', and its (ii) $2.7 billion tranche B secured term
loan maturing February 28, 2016, and the $580 million secured
revolving credit facility maturing May 11, 2013, at 'BB'.


SUNGARD DATA: 2014 Debt Trades at 4% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which SunGard Data
Systems, Inc., is a borrower traded in the secondary market at
95.76 cents-on-the-dollar during the week ended Friday, September
3, 2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.73 percentage points from the previous week, The Journal
relates.  The Company pays 375 basis points above LIBOR to borrow
under the facility.  The bank loan matures on February 28, 2014,
and carries Moody's Ba3 rating and Standard & Poor's BB rating.
The loan is one of the biggest gainers and losers among 215 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

SunGard Data Systems, Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry well as higher education institutions and the
public sector.  SunGard also provides disaster recovery/business
continuity services through its Availability Services division.

As stated by the Troubled Company Reporter on September 1, 2009,
Moody's Investors Service affirmed SunGard's 'B2' corporate family
and probability of default ratings, along with its SGL-2
speculative grade liquidity rating.

Standard & Poor's Ratings Services rates (i) SunGard's corporate
rating at 'B+', and its (ii) $2.7 billion tranche B secured term
loan maturing February 28, 2016, and the $580 million secured
revolving credit facility maturing May 11, 2013, at 'BB'.


TELKONET INC: Won't Pursue Planned Offering of Securities
---------------------------------------------------------
Telkonet Inc. filed with the Securities and Exchange Commission a
request for the withdrawal of its registration statement on Form
S-1, as amended filed with the SEC on Feb. 12, 2010 (File No. 333-
164899).  The Company submitted this request for withdrawal as it
does not intend to pursue this contemplated offering at this time.

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's 2009 results.  The independent auditors noted that of
the Company's significant operating losses in the current year and
in the past.


TISHMAN SPEYER: Fight Begins for Auction Rights to Stuy Town
------------------------------------------------------------
The Wall Street Journal's Michael Rothfeld reports that two groups
of creditors competing for control of Manhattan's sprawling
Stuyvesant Town and Peter Cooper Village apartment complex argued
before a judge Thursday about who should have the right to hold a
foreclosure auction first.

The Journal says the dispute in New York State Supreme Court is
between a group of investors owed nearly $3.7 billion and a
venture led by hedge-fund chief William Ackman that bought $300
million out of the $1.4 billion in junior loans on the property at
a fraction of their value.

The Journal relates the senior lenders say they have priority
under a contract with other creditors to foreclose on the property
unless their debt is paid off.  They argue that their rights will
be violated -- and their ability to collect jeopardized -- if the
junior lenders foreclose and put the property into bankruptcy.

According to the Journal, the junior loans, held by a joint
venture of Mr. Ackman's Pershing Square Capital Management and
Winthrop Realty Trust, are secured by the equity of the borrowers,
a group led by Tishman Speyer.

According to the Journal, caught in the middle are 25,000
residents of the complex.  Justice Richard B. Lowe III said he
would make a decision before Sept. 30.

                       About Tishman Speyer

Tishman Speyer Properties lays claim to two of the most famous
slices of the Big Apple -- New York City's Chrysler Building and
Rockefeller Center.  The property company invests in, develops,
and/or operates commercial real estate.  Other well known holdings
include Berlin's Q 205 project (the first post-reunification
development in the city's center) and Chicago's Franklin Center
(one of the city's largest office properties).  The company owns
or has developed more than 115 million sq. ft. in Asia, Europe,
South America, and the US since it was founded in 1978. The
company also has projects in India, China, and Brazil, and owns
some 92,000 residential units around the world.

Stuyvesant Town-Peter Cooper Village comprises 56 multi-story
buildings, situated on 80 acres, and includes a total of 11,227
apartments.  The loan sponsors, Tishman Speyer Properties, LP and
BlackRock Realty, acquired the property with the intent of
converting rent-stabilized units to market rents as tenants
vacated the property; however, the conversion of units has since
been determined to be illegal by the New York State Court of
Appeals.  In addition to the $3 billion securitized balance,
there is an additional $1.5 billion of mezzanine debt held
outside the trust.  stopped payments on a $3 billion senior
mortgage in January 2010 after the development's value sank and
the owners failed to raise rents as fast as anticipated.


TONY DAVIS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Tony Robert Davis
          dba Advanced Mortgage Solutions
        2103 Kemper Cove
        Austin, TX 78746

Bankruptcy Case No.: 10-12469

Chapter 11 Petition Date: September 1, 2010

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Ray Fisher, Esq.
                  FISHER LAW OFFICES
                  P.O. Box 684565
                  Austin, TX 78768-4565
                  Tel: (512) 478-9810
                  Fax: (866) 299-9174
                  E-mail: rayfisher@rayfisherlaw.com

Scheduled Assets: $1,315,696

Scheduled Debts: $6,144,419

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


TPF GENERATION: S&P Downgrades Rating on Second-Lien Loan to 'B'
----------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its rating on
TPF Generation Holdings LLC's $495 second-lien term loan to 'B'
from 'B+' and revised the recovery rating to '5' from '4'.  The
'5' rating indicates the expectations of a modest (10%-30%)
recovery of principal in a default scenario.

At the same time, S&P affirmed its 'BB' rating on the project's
$850 million first-lien term loan and related senior securities.
The recovery on this tranche remains '1', indicating the
expectations of a very high recovery (90%-100%) in the event of
default.  The outlook on both tranches remains negative.

The downgrade stems from concerns surrounding the certainty of
merchant capacity payments at the High Desert plant starting in
2011 and recovering, but soft, capacity markets in the
unconstrained area of the PJM Interconnection.  A lesser but
persistent concern is the potential for merchant power prices to
fall from five-year averages.  If merchant capacity payments at
High Desert are not realized and weak capacity pricing in PJM
continues, consolidated leverage at the time of first-lien
maturity would stand at about $310 per kilowatt to $328/kW and
thus increase the risk of refinancing prospects for the second-
lien term loan.  Furthermore, the lack of recontracting to date
suggests more risk for the second lien, hence the ratings action.

The issued debt supports the operations of a 2,480 megawatt power
generating portfolio consisting of two combined-cycle natural gas
turbines and three simple-cycle natural gas peaking facilities.

The negative outlook is based on the concerns of soft capacity
prices in the PJM reliability pricing model capacity auctions
observed for the 2013-14 delivery years and the prospect of weak
energy margins leading up to those years.  S&P believes there is
strong potential for market conditions to improve for both
capacity and energy.  However, given observed prices in the PJM
capacity market, the uncertainty surrounding the bilateral
capacity market in California, and the uncertain long-term effect
of the recession on power market dynamics, S&P believes these
factors warrant a cautious approach.  Should the project
successfully execute contracts for merchant capacity at about $29
per kW-year at High Desert, bringing the minimum consolidated debt
service coverage ratio in 2013 to 1x under the 2005-2009 average
merchant net revenue case, S&P would look to stabilize the
outlook.  Deterioration in operating performance or actions that
bring consolidated debt at first lien maturity below $310/kW-year
could result in a lower rating.


TRIBUNE CO: Bank Debt Trades at 37% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 63.07 cents-on-the-
dollar during the week ended Friday, September 3, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.61 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility,
which matures on May 17, 2014.  Moody's has withdrawn its rating
while Standard & Poor's does not rate the bank debt.  The loan is
one of the biggest gainers and losers among 215 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TWO BROTHERS: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Two Brothers V, Inc.
        16416 N. 92nd Street, B110
        Scottsdale, AZ 85260

Bankruptcy Case No.: 10-28114

Chapter 11 Petition Date: September 2, 2010

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  AIKEN SCHENK HAWKINS & RICCIARDI PC
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840
                  E-mail: dlh@ashrlaw.com

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

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

A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb10-28114.pdf

The petition was signed by Ali Saad, president/director.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Two Brothers XI, Inc.                 10-23048            07/23/10
Two Brothers XII, Inc.                10-23056            07/23/10
Saad Nemer Saad, Inc.                 10-_____            09/02/10
Two Brothers VI, Inc.                 10-28116            09/02/10
Two Brothers IX, Inc.                 10-28118            09/02/10
Two Brothers X, Inc.                  10-28120            09/02/10


TYSON FOODS: Moody's Upgrades Corporate Family Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service upgraded Tyson Foods Inc.'s corporate
family and probability of default ratings to Ba2 and changed its
rating outlook to positive from stable given the significant
improvement in the company's debt capital structure and the
relatively attractive operating environment.  Moody's continues to
believe that feed input costs are likely to remain manageable
despite the pressure from the rising cost of wheat due to the
drought in Russia.  An improving export market and attractive
pricing for the protein sector is expected to continue although
increased production in the chicken sector should temper
profitability somewhat.  Moody's positive outlook reflects the
ongoing debt reduction anticipated from Tyson and the company's
commitment to financial conservatism.  In addition, Moody's
upgraded Tyson's SGL liquidity rating to SGL-1 from SGL-2
recognizing the company's very good liquidity.

Ratings Upgraded:

Tyson Foods, Inc.

  -- Corporate family rating to Ba2 from Ba3

  -- Probability of default rating to Ba2 from Ba3

  -- SGL-1 Speculative grade liquidity rating from SGL-2

  -- $810 million senior unsecured notes due 2014, guaranteed by
     Tyson Fresh Meats, Inc., to Ba2 (LGD4, 57%) from Ba3;

  -- $705 million senior unsecured notes due 2016, guaranteed by
     Tyson Fresh Meats, Inc., to Ba2 (LGD4, 57%) from Ba3;

  -- Senior unsecured unguaranteed debt to B1 (LGD5, 88%) from B2;

  -- Senior unsecured unguaranteed shelf to (P)B1 (LGD5, 88%) from
     (P)B2;

Ratings affirmed:

  -- Senior secured industrial revenue bonds, guaranteed by Tyson
     Foods, Inc., at Ba1 (LGD2, 20%);

Ratings withdrawn:

Tyson Fresh Meats, Inc.

  -- Senior secured 2nd lien debt, guaranteed by Tyson Foods,
     Inc., at Ba2 (LGD2, 27%);

The outlook was changed to positive from stable.

                        Ratings Rationale

The Ba2 CFR continues to incorporates prospects for volatile
operating performance in each of Tyson's three large operating
segments (beef, pork and chicken) over the medium term balanced by
the support provided by its dominant size, and scale in the 3 main
proteins as well as opportunities for growth in branded products
and international markets.  Improved profitability and debt
reduction are expected to drive stronger credit metrics and the
potential for a rating upgrade over time.

Moody's expects to upgrade Tyson's corporate family rating
following material debt reduction that would result in sustained
Moody's debt/EBITDA leverage of about 2 times and continued very
good liquidity.

Tyson's ratings or outlook would experience negative momentum
should Moody's become concerned that Tyson's cash balances weren't
likely to be used for debt repayment or if cash flow meaningfully
deteriorated such that leverage was likely to go above 2.5 times.
In addition, the rating would come under downward pressure if
liquidity became constrained or if competition between Tyson and
other operators threatened the overall pricing environment.

Tyson's SGL-1 liquidity rating considers the company's sizable
cash balance, anticipated positive free cash over the next 12
months, good availability under its ABL facility and the absence
of covenant pressure.

Tyson Foods, Inc. is the world's largest meat protein processor in
terms of revenues, with operations in beef, chicken and pork
processing, as well as branded packaged foods.  Sales for the last
12 months ended July 3, 2010, were $28.2 billion.


UAL CORP: Continental CEO May Be Asked to Clarify Testimony
-----------------------------------------------------------
A federal judge may require Jeff Smisek, chief executive officer
of Continental Airlines Inc., to clarify his testimony in an
antitrust lawsuit filed by consumers against Continental and
United Air Lines, Inc., Joel Rosenblatt of Bloomberg News reports.

Judge Richard Seeborg of the U.S. District Court for the Northern
District of California, agreed with Joseph Alioto, Esq., counsel
to plaintiffs in the lawsuit, that Mr. Smisek gave a potentially
conflicting testimony in court about models projecting how many
flights might be cut if the merger is effectuated, Mr. Rosenblatt
points out.

Specifically, Mr. Alioto asked whether there is more than a single
report on the flight cuts for each airport if the merger pushes
through to which Mr. Smisek responded that he does not know the
answer, Bloomberg relates.  According to Mr. Alioto, that response
conflicted comments made by Mr. Smisek in a Continental statement,
Bloomberg notes.

The statement was issued following a news article published in the
Cleveland Plain Dealer using a Bloomberg article, citing
Continental's projected service reductions in Cleveland, Mr.
Rosenblatt relates.  Mr. Smisek said in that statement that the
reports were based on one of many simulations analyzed before the
merger was announced, Mr. Rosenblatt relates.  Mr. Smisek
continued that other simulations showed Cleveland maintaining its
size and others showed its growing, Mr. Rosenblatt notes.

"If those simulations exist, they are extremely important because
they show pre-merger intent and motive," Mr. Alioto was quoted by
Bloomberg as saying to Judge Seeborg.  Judge Seeborg is set to
decide whether he will ask Mr. Smisek to submit a declaration
clarifying his statements, or require a deposition, Mr. Rosenblatt
adds.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'B3' corporate family and
probability of default ratings from Moody's, 'B-' long term
foreign issuer credit rating from Standard & Poor's, and 'CCC'
long term issuer default rating from Fitch.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.


UAL CORP: Paid $660,000 in Lobbying Costs for Q2 of 2010
--------------------------------------------------------
United Air Lines, Inc., spent $660,000 in the second quarter of
2010, lobbying the federal government on certain airline-related
issues, including proposals to increase training for flight
attendants serving alcohol, disclosures on airline tickets and air
traffic control, The Associated Press relates.

United also lobbied on approval of its proposed merger with
Continental Air Lines, Inc., AP notes.  In addition, United and
other airlines have been monitoring climate-change proposals,
including a House bill aimed at creating clean energy jobs and
reducing pollution, AP relates.  Airlines have opposed so-called
cap-and-trade proposals, which they believe would amount to a new
tax on fuel consumption, AP says.

United spent $590,000 lobbying during the same period last year,
AP adds.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'B3' corporate family and
probability of default ratings from Moody's, 'B-' long term
foreign issuer credit rating from Standard & Poor's, and 'CCC'
long term issuer default rating from Fitch.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.


UAL CORP: To Hold Special Shareholders Meet on Sept. 17 for Merger
------------------------------------------------------------------
United Air Lines, Inc., and Continental Airlines Inc. will hold
special meetings of stockholders on September 17, 2010, at
10:00 a.m., local time, to obtain approvals of certain proposals
to effect the merger, pursuant to an amendment dated August 16,
2010, to a joint proxy statement on Form S-4, and a final
prospectus on Form 424 dated August 18, 2010, filed by the parties
with the Securities and Exchange Commission.

UAL stockholders will meet at United Airlines Education and
Training Center, 1200 East Algonquin Road, in Elk Grove Village,
Illinois, to consider and vote on:

  * the proposal to approve the issuance of shares of UAL common
    stock to Continental stockholders pursuant to the merger
    pursuant to the Agreement and Plan of Merger dated May 2,
    2010, among UAL, Continental and JT MergerSub Inc., a wholly
    owned subsidiary of UAL; and

  * the proposal to adopt UAL's amended and restated certificate
    of incorporation.

Continental will hold its special stockholders' meeting at The
Crowne Plaza Hotel, 1700 Smith Street, Houston, Texas for
stockholders to vote on the Agreement and Plan of Merger.

                  United and Continental
                Receive Exemption from DOT

The DOT issued a route transfer exemption for United, Continental
and Continental Micronesia, according to a Form 425 dated August
31, 2010, filed with the SEC.  According to UAL, the exemption is
one of the final steps in the regulatory process for the proposed
merger.

UAL relates that some information the DOT requires for a final
determination, like the composition of the Board of Directors of
the new, combined company, will not be available until the merger
closes.  Against this backdrop, United and Continental requested
for the exemption.  UAL notes the exemption will allow the merger
to close while the carriers continue to provide updated
information.  Final approval for transfer of international
certificates and all other economic authority is expected in the
coming months, UAL adds.

Under the law and DOT policy, when two carriers holding
international route authority come under common ownership and
control, prior approval is required by DOT.

                      Proxy Statement

In Forms 425 filed with the Securities and Exchange Commission
from August 19 and 31, and September 1, 2010, UAL Corp. disclosed
that the proposed merger between United Air Lines, Inc., and
Continental Airlines, Inc., will be submitted to the stockholders
of UAL and Continental for their consideration.

In that light, UAL filed with the SEC a registration statement on
Form S-4 on June 25, 2010, as amended, that includes a joint proxy
statement of Continental and UAL that also constitutes a
prospectus of UAL.  UAL and Continental also plan to file other
documents with the SEC regarding the proposed transaction.  The
Form S-4 became effective on August 18, 2010, according to a
notice of effectiveness filed with the SEC on the same date.

                   Merger Integration Stages

To answer questions raised by employees about what happens once
the merger closes, UAL explains that the merger will undergo three
stages:

(1) Legal merger that will occur in the fourth quarter of this
     year.  This merger stage cannot be completed until UAL and
     Continental get regulatory and stockholder approval;

(2) "Customer Day One" that will occur next spring; and

(3) Operational merger when UAL and Continental obtain a single
     operating certificate from the FAA, which will take at
     least a year after the legal merger.

On the day of the merger:

  * Continental Airlines and United Airlines will become
    subsidiaries of a holding company called United Continental
    Holdings, Inc.

  * Stockholders will own shares in that holding company.

  * Employees will work for the same team, across the two
    airlines, with one management team.

  * United and Continental will continue to operate as separate
    airlines until they receive a single operating certificate
    from the FAA.

  * Employees will still receive their paychecks from the same
    place and report to work as normal.

Following the close of the merger, United's and Continental's two
teams will be able to work more closely and share information so
that they can integrate the airlines' systems and make decisions
about products and services that they will offer to customers to
prepare for Customer Day One, UAL relates.  United and Continental
will set the date and ensure that their employees have the right
tools and resources in place to set them up for success in
supporting the customers, UAL says.

The operational merger will feature, among other things, United's
and Continental's goal to train employees, create a unified team
and, for represented employees, have joint collective bargaining
agreements in place, UAL adds.

In furtherance of the operational merger, United and Continental
have agreed on a path to obtain a single operating certificate
from the FAA for the new airline, Michael Quiello, vice president
for corporate safety, security, quality and environment of United,
relates in a message to employees on September 1, 2010.

A joint team from United and Continental has been meeting with the
FAA on a regular basis and is developing a structured process in
cooperation with the FAA to merge the United and Continental
operations under a single operating certificate.

This is a long-term process that will follow a series of steps in
a transition plan that United and Continental will submit to the
FAA later this month, Mr. Quiello notes.

Specifically, United and Continental decided to retain the legacy
Continental operating certificate and the legacy United repair
station certificate.  Among other things, the Continental
Micronesia operation will be combined with Continental's in
advance of the integration between the Continental and United
operations, Mr. Quiello notes.  This will allow United and
Continental to avoid delaying the larger, more complicated
integration of the carriers' operations and will simplify some of
the later integration steps between the two carriers, he explains.

More importantly, the transition plan United and Continental will
submit to the FAA this month, if approved, will allow the carriers
to begin to harmonize thousands of technical and operations
programs currently in effect at both airlines, Mr. Quiello points
out.  The scope of the single operating certificate will include
the new airline's specific authorizations, limitations, standards
and procedures necessary to ensure safety and regulatory
compliance for flight and ground operations, he notes.

According to another Form 425, articles featuring the merger and
an interview with Keith Halbert, chief information officer and
senior vice president of United, will be published in the
September 2010 issue of Hemispheres, United's inflight magazine.

Full-text copies of the Sept. 1 Message and Hemisphere Articles
are available for free at:

  * Sept. 1 Message
    http://ResearchArchives.com/t/s?6aa2

  * Hemisphere Articles
    http://ResearchArchives.com/t/s?6a9a

                    About Continental Airlines

Continental Airlines is the world's fifth largest airline.
Continental, together with Continental Express and Continental
Connection, has more than 2,700 daily departures throughout the
Americas, Europe and Asia, serving 132 domestic and 137
international destinations.  Continental is a member of Star
Alliance.  Continental has total assets of $13.60 billion against
total debts of $12.87 billion as of June 30, 2010.

In May 2010, Continental announced an agreement to merge with UAL
Corp.  The merger has not yet been completed.

In August 2010, Moody's Investors Service affirmed its 'B2'
corporate family, with negative outlook, for Continental Airlines.
Moody's said the affirmation, among other things, signifies the
potential for it to maintain the B2 rating if the proposed merger
with UAL (B3 corporate family from Moody's, on review for upgrade)
is completed under terms that enable the combined entity to
achieve the potential revenue and cost synergies that have been
identified.  However, the outlook remains negative because of the
industry's weak track record in successfully executing large
business combinations.

Continental caries a 'B' corporate rating, on watch negative, from
Standard & Poor's.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.

Reorganized UAL Corp. carries a 'B3' corporate family and
probability of default ratings from Moody's, 'B-' long term
foreign issuer credit rating from Standard & Poor's, and 'CCC'
long term issuer default rating from Fitch.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.


UCI INTERNATIONAL: Moody's Reviews 'Caa1' Corporate for Upgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of UCI International,
Inc. -- Caa1 Corporate Family and Probability of Default -- under
review for upgrade.  This action follows the announcement of a
proposed refinancing of much of its existing debt.  UCI is the
ultimate parent of United Components, Inc. In a related action,
Moody's assigned ratings on the announced new bank credit
facilities at United Components, Ba3.  The new bank credit
facilities consist of a $75 million senior secured revolving
credit facility and a $425 million senior secured term loan
facility.  The proceeds of the term loan will be used to refinance
United Components' existing senior secured term loan due 2012 and
senior subordinated notes due 2013.

These ratings are assigned

United Components, Inc.

  -- Ba3 (LGD2, 25%), proposed $75 million guaranteed senior
     secured revolving credit due 2015;

  -- Ba3 (LGD2, 25%), proposed $425 million guaranteed senior
     secured term loan due 2016;

These ratings are under review for upgrade:

UCI, International, Inc.:

  -- Caa1, Corporate Family Rating;
  -- Caa1, Probability of Default Rating;
  -- Caa3 (LGD5, 85%), unguaranteed senior unsecured notes;

These ratings will be withdrawn upon the refinancing of the
related facilities:

United Components, Inc.

  -- B1 (LGD1, 8%), $172 million (remaining amount) guaranteed
     senior secured bank term loan due 2012;

  -- Caa2 (LGD4, 58%), $230 million of guaranteed senior
     subordinated notes maturing 2013

                        Ratings Rationale

The review will consider the degree to which the proposed
transaction will refinance the existing debt at United Components
and thereby eliminate the required amortization under the current
term loan facility which begins in December 2011, and provide
incremental liquidity through the new revolving credit facility.
Under the existing facilities, the company faces major increases
in cash requirements for debt service beginning in December 2011
with amortization requirements under the term loan of
approximately $27 million, followed by about $72 million in March
2012 along with cash interest payment requirements on UCI's
unguaranteed notes beginning March 2012.  Additionally, as
disclosed in the company's 2009 10K, the company expects to make a
$96.5 million payment on the notes in March 2012 in order to avoid
losing certain tax benefits created by issuing the notes.

Following the refinancing of the United Components debt, UCI is
expected to continue to have high cash requirements in order to
support the debt service and other payments needed to avoid losing
certain tax benefits created by UCI's $339.2 million (as of
June 30, 2010) floating rate senior PIK notes.  However, the
combination of the reduced amortization requirements and
additional revolver liquidity are expected reduce UCI's risk of
default below levels indicated under the current Caa rating.

Upon the successful completion of the debt refinancing UCI's
Corporate Family and Probability of Default Ratings are expected
to both elevate to B2, reflecting the company's improved
profitability over recent quarters due to the effects of cost
reduction initiatives and a stabilizing business environment.  The
assigned ratings of the new bank credit facilities reflect this
expectation.  UCI also filed an S-1 with the SEC on July 27, 2010.
Moody's will assess any additional impact from the net proceeds of
this contemplated transaction upon its completion.

UCI continues to be one of North America's largest automotive
aftermarket suppliers, and holds a relatively stable position in
supplying aftermarket parts that are critical to vehicle
performance.  The company's filtration products (about 39% of 2009
revenues) are largely consumables that have relatively short and
predictable replacement cycles and are somewhat resistant to
economic downturns.  The company's fuel delivery systems, cooling
systems, and vehicle electronics products (about 61% of 2009
revenues) are non-discretionary products that are required for
proper vehicle performance, and have more stable demand patterns
which offer revenue visibility.  As the domestic vehicle
population is expected to increase, albeit at slower rates, the
average vehicle age should continue to increase.

UCI's liquidity profile over the next 12 to 24 months is expected
to improve following the transaction.  UCI's liquidity will be
supported by a new $75 million revolving credit facility which is
expected to be unfunded upon closing with about $17 million of
currently cash collateralized letters of credit expected to be
issued under the revolving credit facility.  Moody's anticipates
UCI to be free cash flow positive over the near-term inclusive of
potential excess cash flow repayment requirements under the new
term loan, leaving the revolving credit facility largely available
over the near-term.  As of June 30, 2010, unrestricted cash
approximated $174 million.  However, large amounts of uncommitted
receivable factoring, about $129 million as of June 30, 2010, has
supported this cash build up.  There is a risk of the
discontinuance of these programs, pressuring the company's ability
to meet cash need to service the UCI PIK Notes in 2012.  However,
these factoring arrangements support the commercial relationships
between UCI and certain of its longstanding customers.  As such,
these programs are expected to remain largely in place over the
intermediate term.  Alternate liquidity is anticipated to remain
limited as essentially all the company's domestic assets are
expected to be used to secure the new senior secured credit
facilities.

The last rating action for UCI was on May 14, 2010, when the
Corporate Family Rating was affirmed at Caa1 and the outlook was
revised to stable.

UCI, headquartered in Evansville, Indiana, is one of the larger
and more diversified companies primarily servicing the vehicle
aftermarket.  The company supplies a broad range of filtration
products, fuel products, cooling systems, and engine management
systems.  While approximately 88% of revenues are automotive
related, UCI also services customers within the trucking, marine,
mining, construction, agricultural, and industrial vehicle
markets.  Annual revenues in 2009 were approximately $885 million.
UCI is a portfolio company of the Carlyle Group.


USEC INC: Closes on First Phase of Strategic Investment
-------------------------------------------------------
USEC Inc. closed on the first phase of a strategic investment in
the company by nuclear power industry leaders The Babcock & Wilcox
Company and Toshiba Corporation.  This investment of $75 million
will be used for continued progress on activities related to the
American Centrifuge Plant in Piketon, Ohio and general corporate
purposes.

In May 2010, USEC announced that Toshiba Corporation and Babcock &
Wilcox Investment Company, an affiliate of The Babcock & Wilcox
Company, signed a definitive agreement to make a $200 million
investment in USEC over three phases.  Phase one closed today.
Closing on phase two of the investment of $50 million will occur
when, among other things, USEC secures a conditional commitment on
a loan guarantee from the U.S. Department of Energy.  The balance
of the investment -- $75 million -- in phase three is conditioned,
among other things, on closing on a $2 billion loan under DOE's
loan guarantee program for the American Centrifuge Plant and USEC
shareholder approval of certain matters. At the end of July, USEC
submitted a comprehensive update to its application to obtain a
DOE loan guarantee.

"This investment is an important vote of confidence by two leaders
in the nuclear power industry and will strengthen the deployment
of the American Centrifuge Plant," said John K. Welch, USEC
president and chief executive officer.  "Further, this is another
essential step in the development of a strategic relationship that
we believe will create new business opportunities for all three
companies as the global fleet of nuclear power reactors grows."

"As energy needs grow around the world, we are very pleased to
expand our role in the nuclear renaissance," said Yasuharu
Igarashi, corporate senior vice president of Toshiba.  "Nuclear
power is safe and reliable, and it is a key element in the
solution to carbon emissions."

"This investment also initiates the formation of American
Centrifuge Manufacturing, a joint venture between B&W and USEC
which will provide integrated manufacturing and assembly of
centrifuge machines for USEC's American Centrifuge Plant," said S.
Robert Cochran, President of Babcock & Wilcox Technical Services
Group, Inc.  "In addition, this investment will allow B&W, Toshiba
and USEC to build on their relationship by creating new
opportunities for their organizations."

In connection with their investment, Toshiba and B&W elected two
new members to USEC's Board of Directors.  These directors are
Hiroshi Sakamoto, senior vice president and board director,
Toshiba America Nuclear Energy Corporation, a subsidiary of
Toshiba Corporation, and Michael S. Taff, senior vice president
and chief financial officer of B&W.

Closing on the first phase of the investment follows a review of
the investment by the U.S. Nuclear Regulatory Commission and DOE
and, with respect to Toshiba's investment, by the Committee on
Foreign Investment in the United States.

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company's balance sheet at June 30, 2010, showed $3.6 billion
in total assets, $1.2 billion in total current liabilities, $556.0
million in other long-term liabilities, and stockholders' equity
of $1.2 billion.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


VADIM LEBOVICH: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Vadim Lebovich Investment Group, LLC
        1213 Centinela Avenue
        Inglewood, CA 90302

Bankruptcy Case No.: 10-47738

Chapter 11 Petition Date: September 3, 2010

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Michael Jay Berger, Esq.
                  9454 Wilshire Boulevard, 6th Floor
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  E-mail: michael.berger@bankruptcypower.com

Scheduled Assets: $2,306,000

Scheduled Debts: $3,722,346

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-47738.pdf

The petition was signed by Turnuz Tania Paesachov, managing
member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Rainbow Children's Academy, Inc.      10-47732            09/03/10


VISTEON CORP: Expects to Emerge From Chapter 11 on Oct. 1
---------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware entered an order on August 31, 2010,
confirming the Fifth Amended Plan of Reorganization of Visteon
Corporation and its debtor affiliates.

The fifth amended version of Visteon's Plan was delivered to the
Bankruptcy Court on August 27.  It was subsequently revised by
the Debtors on August 30.  The Fifth Amended Plan reflects
certain corrections, clarifications, immaterial changes, and
resolutions of objections to plan confirmation.

Visteon's plan of reorganization was overwhelmingly supported by
all creditor and shareholder classes.

Visteon expects to emerge from Chapter 11 upon completion of
necessary closing conditions, which the Company expects to occur
by October 1.

"Thanks to the extraordinary efforts of our employees and the
tremendous support we received from our customers, suppliers,
secured lenders, bondholders, equity holders and many others, we
are now positioned for a successful emergence," Donald J.
Stebbins, chairman and CEO of Visteon, related in a public
statement.  "The difficult and necessary actions undertaken
during this reorganization will allow Visteon to emerge as an
extremely competitive automotive supplier.

"Upon consummation of the reorganization plan, we will have
dramatically realigned our capital structure," Mr. Stebbins
added.  "Our substantially reduced debt level, in combination
with the extensive operational restructuring we executed over the
last several years, positions Visteon for long-term growth and
profitability."

Judge Sontchi held that the Visteon Plan complies with all the
statutory confirmation requirements under Section 1129 of the
Bankruptcy Code:

  (a) The Plan complies with Sections 1129(a)(1), 1122 and 1123
      of the Bankruptcy Code.  In accordance with Sections
      1122(a) and 1123(a)(1), the Plan provides for the separate
      classification of Claims and Interests into 12 Classes,
      based on differences in the legal nature of priority of
      those Claims and Interests.  As required by Section
      1122(a), each Class of Claims and Interests contains only
      Claims or Interests that are substantially similar to the
      other Claim or Interests within that Class.

  (b) The Bankruptcy Court finds that the Debtors, the
      Investors, and each of their present and former members,
      officers, directors, employees, advisors, attorneys, and
      agents did not solicit the acceptance or rejection of the
      Plan by any holders of Claims or Interests prior to the
      approval and transmission of the Disclosure Statement.
      Votes to accept or reject the Plan were only solicited by
      the Debtors and their agents after disclosure to holders
      of Claims or Interests of "adequate information" as
      defined in Section 1125(a) of the Bankruptcy Code.  Thus,
      the Plan complies with Section 1129(a)(2).

  (c) The Plan was proposed in good faith and not by any means
      forbidden by law, and thus complies with Section
      1129(a)(3).  The Debtors' good faith is evident from the
      facts and records of the Chapter 11 cases, the Disclosure
      Statement and the hearing, and the record on the
      Confirmation Hearing and other proceedings held in these
      Chapter 11 cases.  The Plan is the product of arm's-length
      negotiations between the Debtors, the holders of various
      Claims and Interests, and the Official Committee of
      Unsecured Creditors.

  (d) The procedures set forth in the Plan for the Bankruptcy
      Court's review and ultimate determination of the fees and
      expenses to be paid by the Debtors in connection with
      their Chapter 11 cases, or in connection with the Plan and
      incident to the Chapter 11 cases, satisfy the objectives
      of and are in compliance with Section 1129(a)(4).

  (e) The Plan complies with the requirements of Section 1129(a)
      (5), as the Debtors have properly disclosed (i) in the
      Plan that the officers and directors of each of the
      Debtors other than Visteon Corporation will continue to
      serve in their current capacities after the Plan Effective
      Date, (ii) in the Plan that the officers of Visteon
      Corporation will serve in their current capacities in
      Reorganized Visteon, (iii) the process for the selection
      of the directors of Reorganized Visteon, and (iv) the
      nature of compensation for any insider employed or
      retained by the Reorganized Debtors.

  (f) The Plan does not contain any rate changes subject to the
      jurisdiction of any governmental regulatory commission and
      will not require governmental regulatory approval and,
      therefore satisfies Section 1129(a)(6).

  (g) The liquidation analysis included in the Disclosure
      Statement and other related evidence that was proffered or
      adduced at or prior to, or in declarations in connection
      with, the Confirmation Hearing (i) are reasonable,
      persuasive, and credible; (ii) utilize reasonable and
      appropriate methodologies and assumptions; (iii) have not
      been controverted by other evidence; and (iv) establish
      that with respect to each Impaired Class, each holder of
      an Allowed Claim or Interest in that Class has voted to
      accept the Plan or will receive under the Plan on account
      of that Claim or Interest property of a value, as of the
      Effective Date, that is not less than the amount that
      holder would receive if the Debtors were liquidated on the
      Effective Date under Chapter 7 of the Bankruptcy Code.
      Thus, the Plan satisfies the "best interest of creditors
      test" set forth under Section 1129(a)(7).

  (h) Section 1129(a)(8) requires that each class of Claims or
      Interests must either accept the Plan or be Unimpaired
      under the Plan.  All Classes with holders of Claims or
      Interests are Unimpaired or have voted to accept the Plan.
      Classes A, B, C, D, E, I, and K are each a Class of
      Unimpaired Claims or Interests that are conclusively
      presumed to have accepted the Plan under Section 1126(f)
      of the Bankruptcy Code.  As evidenced by the Voting
      Certification, Classes E, F, G, H and J have voted to
      accept the Plan under Section 1126(c), or Section 1126(d)
      in the case of Class J.  Therefore, Section 1129(a)(8) has
      been satisfied and the Plan is confirmable.

  (i) The treatment of Allowed Administrative Claims, Allowed
      Priority Tax Claims, and Allowed Other Priority Claims
      under the Plan as claims entitled to priority pursuant to
      Section 507(a) of the Bankruptcy Code satisfies the
      requirements of, and complies in all respects with,
      Section 1129(a)(9).

  (j) As set forth in the Voting Certification, the Impaired
      Accepting Classes have voted to accept the Plan.  Thus,
      there is at least one Class of Impaired Claims that has
      accepted the Plan.  Therefore, the Plan satisfies Section
      1129(a)(10).

  (k) Evidence proferred or adduced at, or prior to, on in
      declarations filed in connection with, the Confirmation
      Hearing establishes that the Plan is feasible and
      Confirmation of the Plan is not likely to be followed by
      The liquidation, or the need for further financial
      reorganization, of the Reorganized Debtors or any
      successor to the Reorganized Debtors under the Plan.  The
      Plan also establishes that the Reorganized Debtors will
      have sufficient funds available to meet their obligations
      under the Plan, thereby satisfying the requirements of
      Section 1129(a)(11).

  (l) The Plan provides that all fees payable pursuant to
      Section 1930 of the United States Judicial Code will be
      paid for each quarter until the Chapter 11 cases are
      converted, dismissed, or closed, whichever occurs first.
      The Plan therefore satisfies the requirements of Section
      1129(a)(12).

  (m) The Plan satisfies the requirements of Section
      1129(a)(13).  The Reorganized Debtors reserve their rights
      to terminate all "Other Post-Employment Benefits" on the
      Plan Effective Date, subject to the right of any affected
      employee or retiree or representative of that employee or
      retiree to contest the lawfulness of that termination.
      All parties reserve any Claims or arguments they may have
      regarding the Reorganized Debtors' claimed right to
      terminate OPEB, including arguments by the Reorganized
      Debtors that the factual findings and legal conclusions of
      the Bankruptcy Court and Federal District Court for the
      District of Delaware relating to OPEB, to the extent not
      addressed and reversed by the U.S. Court of Appeals for
      the Third Circuit, are binding and have res judicata,
      collateral estoppel and preclusive effect in any
      proceeding regarding that termination, upon or after the
      Effective Date, and any arguments by any affected employee
      or retiree or representative of that employee or retiree
      that any OPEB are not terminable at will under non-
      bankruptcy law.

  (n) The Debtors do not owe any domestic support obligations,
      are not individuals, and are not nonprofit corporations.
      Therefore, Sections 1129(a)(14), 1129(a)(15), and 1129(a)
      (16) do not apply.

With the entry of the Confirmation Order, the Debtors are
authorized to consummate the Plan, under either of the Rights
Offering SubPlan or the Claims Conversion SubPlan, as applicable,
subject to satisfaction or waiver of the conditions precedent to
consummation set forth in the Plan.

The terms of the Plan, the Plan Supplement, and related exhibits
are incorporated by into, and are an integral part, of the
Confirmation Order, Judge Sontchi further held.

Among other things, a fourth supplement to the Fourth Amended
Plan was submitted by the Debtors to the Bankruptcy Court on
August 27.  The 4th Supplement consists of (1) Reorganized
Visteon Charter -Claims Conversion Sub Plan, (2) Reorganized
Visteon Bylaws -Claims Conversion Sub Plan, (3) Board Selection
Term Sheet - Claims Conversion Sub Plan, and (4) Claims
Conversion Sub Plan Management Equity Incentive Program Term
Sheet.  Full-text copies of the Plan Supplement docs are
available for free at:

     http://bankrupt.com/misc/Visteon_4thPlanSupplement.pdf

The Confirmation Order clarifies that:

  -- the rights of Nissan North America, Inc. under an October
     2009 purchase agreement with the Debtors remain intact; and

  -- the release and injunctions provisions set forth in the
     Plan are not deemed to impair the rights of (i) the
     Missouri Department of Revenue or the State of Michigan
     Treasury Department, (ii) the Internal Revenue Services,
     and (iii) the Bureau of Customs and Border Protection under
     applicable non-bankruptcy law.

All final requests for payment of claims of a bankruptcy
professional is required to be filed no later than 60 days after
the Confirmation Date.

The Fifth Amended Plan provides a definition for "Additional
Purchasers" to refer to those holders of Class J Interests that
are party to the Third Equity Commitment Agreement Amendment.  It
also revises the definition of "Administrative Claim" to include
the reasonable fees and expenses of counsel to the Ad Hoc Trade
Committee incurred in connection with the Debtors' Chapter 11
cases up to an aggregate amount of $250,000.

The Fifth Amended Plan also clarified some procedures with
respect to the assumption of executory contracts or unexpired
leases under the Plan and any counterparty's objection to any
contract or lease assumption.

The Revised Fifth Amended Plan reflected more revisions regarding
certain employee benefits and incentive plans and additional
contract matters.

                 Wilmington Trust's Statement

Wilmington Trust, FSB, as administrative agent under the Debtors'
senior secured term loan facility, on August 29, submitted with
the Bankruptcy Court a statement in support of confirmation of
the Fifth Amended Plan.  According to Wilmington Trust, the
acceptance of the Plan by each class of impaired claims and
interests resolves any evidentiary dispute that might otherwise
have arisen under Section 1129(b).  Even if they could somehow
make Section 1129(b) relevant to these proceedings, the dilatory
objectors have done nothing to sustain their evidentiary burden
to show that the Plan is not fair and equitable, Wilmington Trust
asserted.

                  Confirmation Objections

All objections to the Plan not otherwise withdrawn, waived, or
resolved are overruled on their merits, Judge Sontchi ruled.

More than 20 parties, which consist of the U.S. Trustee, the
Internal Revenue Service, several state revenue departments, two
workers' unions and several Visteon retirees, filed objections to
the confirmation of the Plan.

The Debtors noted in their August 13 Status Report that they
intend to resolve consensually certain of the plan objections
through the addition of language to the Plan or confirmation
order.

Accordingly, based on the inclusion of agreed terms in the
Amended Plan, the United States, on behalf of the Department of
Health and Human Services, Bureau of Customs and Border
Protection, and the IRS, withdrew their objection to confirmation
of the Plan.  Arkema Inc. also withdrew its objection to the
Plan, without prejudice.

The U.S. Trustee, however, supplemented its objection just before
the Bankruptcy Court convened the Confirmation Hearing.  The U.S.
Trustee complained that the treatment provided to the Ad Hoc
Equity Committee is more favorable than that being provided to
other holders of Interests in Visteon Corp.  The Investors
backstopping the rights offering contemplated under the Plan
agreed to permit the members of the Ad Hoc Equity Committee to
participate in a portion of the $300 million direct purchase
commitment under an Equity Commitment Agreement and the payment
of up to $4.25 million for actual professional fees and expenses
of the Ad Hoc Equity Committee.

Moreover, in an August 30 supplemental filing, Andrew Shirley,
beneficial holder of approximately 700,000 shares of common stock
of Visteon Corporation, asserted similar arguments with that of
the U.S. Trustee with respect to the treatment of the Ad Hoc
Equity Committee's interests in Visteon Corp.

Heasley St. J. Rook, in a letter dated August 28, also called
Judge Sontchi's attention to the responses and objections in the
Plan.  Mr. Rook argued that the argument that the Ad Hoc Equity
Committee is entitled to separate or different treatment from
other Class J interest, on whatever basis, is simply incorrect.

The Official Committee of Unsecured Creditors in an August 30
filing also asked the Bankruptcy Court to compel a modification
of the Plan, so that it can compel its task assignment through
the Plan Effective Date.  The Plan provides for the Creditors'
Committee's dissolution upon Confirmation, not upon the Effective
Date, which the Committee believes is wrongful.  It is not until
a plan's Effective Date that a plan becomes operative and
distribution of property and cash is commenced, the Committee
asserted.

In a letter dated August 27, Mark Taub, shareholder of Visteon
Corporation, objects to the Debtors' motion seeking approval of
exit financing and further sought adjournment of the Confirmation
Hearing to a later date to (i) allow shareholders time to
adequately respond to the Exit Financing Motion, and (ii) provide
voting parties the opportunity to vote on what are in effect
material modifications to the Plan.

Kevin Biddle, a retiree of Visteon Corporation, filed with the
Court a letter on August 30, objecting to the treatment of his
claim as the payment was due at the time of his retirement and
therefore should be treated differently from claims that had not
accrued.

The Confirmation Order makes clear that:

  -- the Missouri Department of Revenue, the State of Michigan
     Treasury Department, the Tennessee Department of
     Revenue, the Internal Revenue Service and the Bureau of
     Customs and Border Protection will each receive cash on the
     Plan Effective Date to satisfy in full any Allowed Priority
     Tax Claim that each party may hold in accordance with
     Section 1129(a)(9)(C); and

  -- the Central States, Southeast and Southwest Areas Pension
     Plan holds an Allowed Class H Claim for $2,266,723 asserted
     jointly and severally against each of the Debtors,
     including Visteon International Holdings, Inc., and will
     recover on account of that Claim under the Plan.

Full-text copies of the clean and blacklined versions of the
Fifth Amended Visteon Plan are available for free at:

      http://bankrupt.com/misc/Visteon_5thAmPlan.pdf
      http://bankrupt.com/misc/Visteon_5thAmPlanRed.pdf


Full-text copies of the clean and blacklined versions of the
Revised Fifth Amended Visteon Plan are available for free at:

    http://bankrupt.com/misc/Visteon_Rev5thAmPlanClean.pdf
    http://bankrupt.com/misc/Visteon_Rev5thAmPlanBlack.pdf

A full-text copy of the 48-page Visteon Confirmation Order is
available for free at:

      http://bankrupt.com/misc/Visteon_ConfirmatnOrder.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: Proposes IUE-CWA Settlement Agreement
---------------------------------------------------
Visteon Corp. and its units seek the Court's authority to enter
into a memorandum of agreement with the International Union of
Electronics, Electrical, Salaried, Machine and Furniture Workers,
Communications Workers of America, AFL-CIO, CLC, for the
modification of certain post-retirement health and other
benefits.

The Debtors, under their Plan of Reorganization, have expressly
reserved their non-bankruptcy right to terminate OPEB upon the
occurrence the Effective Date of the Plan, and have announced
their intention to do so.  As a result, the IUE-CWA informed the
Debtors that it would file an action to restrain and prevent the
Debtors from again terminating OPEB.

Given that the Debtors' ability to reorganize successfully under
Chapter 11 might be affected if their obligation to provide OPEB
is not resolved and they are forced to engage in protracted and
difficult post-reorganization litigation concerning OPEB, the
Debtors and IUE-CWA negotiated and ultimately reached at a
settlement agreement for a mutual satisfactory solution to their
dispute pursuant to Section 1114(c)(1) of the Bankruptcy Code.

The salient terms of the IUE-CWA Settlement Agreement are:

  (a) The Debtors will pay a total of $11,500,000, to be
      distributed in full satisfaction of the IUE-CWA and
      Retiree Parties' claims, however denominated, for or
      relating to OPEB.

      In general, the IUE-CWA represented individuals who were
      employees at the Visteon plants in Connersville and
      Bedford, Indiana, and are eligible for OPEB will receive
      payments based on these parameters.

      (1) Post-retirement Benefit Eligibles age 65 or over as of
          April 1, 2010, will each receive $2,000, and (2) Post-
          retirement Benefit Eligibles under age 65 as of
          April 1, 2010, will each receive $8,000 plus $500 for
          each full year of age under age 65, up to a maximum
          total payment of $13,000.

      The IUE-CWA Settlement Agreement also provides a mechanism
      by which payments provided to Post-retirement Benefit
      Eligibles that are not negotiated by those individuals
      within 180 days of distribution will be re-distributed to
      the participating Post-retirement Benefit Eligibles.

  (b) The Debtors will re-open the opportunity for Post-
      retirement Benefit Eligibles to enroll in a lifetime COBRA
      plan option offered by the Debtors, with an effective date
      of coverage retroactive to as early as April 1, 2010.
      Coverage under the COBRA plan option will be at the
      expense of Post-retirement Benefit Eligibles.

  (c) The Debtors will pay the IUE-CWA the sum of $500,000 in
      complete and full satisfaction of the IUE-CWA's attorneys'
      fees and costs in litigating this matter, which amount the
      Debtors have agreed is a reasonable amount of attorneys'
      fees and costs in view of the extensive nature of the
      litigation and the appeal and the results obtained by the
      IUE-CWA.

  (d) The IUE-CWA Settlement Agreement covers and releases any
      and all claims that the IUE-CWA and Retiree Parties have
      or may have relating to the Debtors' provision and
      termination of OPEB.  This broad release includes any
      administrative claims arising from the April 1, 2010
      termination of OPEB through the Effective Date of the
      Debtors' Plan of Reorganization.

  (e) The IUE-CWA Settlement Agreement authorizes the Debtors to
      terminate OPEB for the IUE-CWA and Retiree Parties on the
      Effective Date of the Debtors' Plan of Reorganization.
      Moreover, because the IUE-CWA Settlement Agreement
      resolves all claims and is in lieu of the reinstatement of
      benefits, the parties agree that the Debtors may cease
      providing and reinstating OPEB as previously ordered by
      the Third Circuit, and that the Debtors' sole
      responsibility for OPEB going forward is the performance
      of their obligations under the IUE CWA Settlement
      Agreement.

  (f) The IUE-CWA Settlement Agreement confirms that the Debtors
      have complied with Section 1114(f) of the Bankruptcy Code
      by making a proposal to the IUE-CWA to modify retiree
      benefits, asserting that those benefits would interfere
      with their ability to reorganize successfully under
      Chapter 11 if their obligation to provide OPEB is not
      resolved, and providing the IUE-CWA with relevant
      information as is necessary to evaluate the proposal.

      The IUE-CWA Settlement Agreement acknowledges that the
      IUE-CWA is the "authorized representative of the Visteon
      retirees the IUE-CWA has previously represented for
      purposes of collective bargaining."

Thus, the IUE-CWA Settlement Agreement provides certainty to the
parties as well as to the Debtors' creditors and stakeholders, in
particular by ensuring the release of any and all OPEB-related
claims by the IUE-CWA and Retiree Parties.  The IUE-CWA
Settlement Agreement also resolves any objections to the Debtors'
Plan of Reorganization, which has now been confirmed, and
acknowledges the Debtors' right to terminate OPEB for the IUE-CWA
and Retiree Parties upon emergence from Chapter 11.

At the Debtors' behest, the Court has set a hearing for Sept. 16,
2010 to consider the Motion.  Objections are due no later than
Sept. 13.

A full-text copy of the IUE-CWA Settlement Agreement is available
for free at http://bankrupt.com/misc/VISTEON_IUECWASettlement.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: Wins Nod for $700 Mil. Exit Financing Deal
--------------------------------------------------------
Visteon Corp. and its units sought and obtained authority from the
Bankruptcy Court to enter into an exit financing commitment letter
with Morgan Stanley Senior Funding, Inc., and its affiliates.

The Exit Facilities consist of a $500 million term loan facility
and a $200 million revolving loan facility.  Under the Revolver
Loan, $20 million will be made available as swing line loans and
$75 million will be made available for the issuance of standby
letters of credit.

The Debtors are securing the Exit Facilities to comply with a
provision under the Rights Offering SubPlan of their Chapter 11
Plan, by which they are required to obtain at least $450 million
in financed debt to help implement the Plan.

After undertaking an extensive process for the procurement of the
exit financing commitment with the assistance of their investment
bankers at Rothschild, Inc., and their restructuring advisors at
Alvarez & Marsal North America, LLC, the Debtors selected Morgan
Stanley as the lead arranger and administrative agent for the
Exit Facilities.  The Debtors note that Morgan Stanley offered a
favorable financing package compared to other institutions.

Reorganized Visteon will use the Exit Term Loan Facility, along
with the junior capital coming from the rights offering and
direct purchase commitment under Toggle A of the Plan, to fund
payments contemplated in connection with the Plan's consummation.

The Exit Revolving Loan Facility, which the Debtors project will
be undrawn upon their emergence from Chapter 11, will provide
reorganized Visteon with an appropriate working capital facility
to meet its liquidity needs post-bankruptcy.

Reorganized Visteon's subsidiaries will serve as guarantors of
the Exit Loans.

The Exit Term Loan Facility will mature seven years from the
Closing Date, while the Exit Revolving Loan Facility will mature
five years from the Closing Date.

At reorganized Visteon's election, the Exit Term Loan Facility
will bear interest at one of these rates:

  * the higher of (i) the Federal Funds Rate published by the
    Federal Reserve Bank of New York from time to time plus 0.5
    percent, (ii) the rate that Morgan Stanley announces from
    time to time as its prime or base commercial lending rate,
    and (iii) the one-month LIBOR Rate plus 1 percent; provided
    that the minimum interest rate will be deemed to be not less
    than 2.75 percent per annum; plus 5.25 percent; and

  * the annual LIBOR Rate, for the applicable interest period
    selected by Visteon, for the corresponding deposits of U.S.
    dollars; provided that the minimum LIBOR Rate will be deemed
    to be not less than 1.75 percent per annum, plus 6.25
    percent.

At reorganized Visteon's election, the Exit Revolving Loan
Facility will bear interest at one of these rates:

  * a floating rate of interest per annum equal to the greatest
    of (i) the rate that Morgan Stanley announces from time to
    time as its prime or based commercial lending rate, (ii) the
    one-month LIBOR Rate plus 1 percent, and (iii) the Federal
    Funds Rate published by the Federal Reserve Bank of New York
    from time to time plus 0.5 percent; plus (a) as to Revolver
    1, 2 percent if the Monthly Average Availability is greater
    than or equal to $50 million, or else 2.25 percent and
    (b) as to Revolver 2, 2.5 percent if the Monthly Average
    Availability is greater than or equal to $50 million, or
    else 2.75 percent; or

  * the rate of interest appearing on Reuters Screen LIBOR01
    Page as the London interbank offered rate for deposits in
    U.S. dollars for a term comparable to the applicable period
    of three months, and in each case subject to the reserve
    percentage prescribed by governmental authorities; plus
    (a) as to Revolver 1, 3 percent if the Monthly Average
    Availability is greater than or equal to $50 million, or
    else 3.25 percent and (b) as to Revolver 2, 3.5 percent if
    the Monthly Average Availability is greater than or equal to
    $50 million, or else 3.75 percent.

The Exit Facilities also provide for the usual and customary
events of default of facilities of this type, including failure
to pay principal, interest or unused commitment and letter of
credit fees.

In relation to the procurement of the Exit Facilities Commitment,
the Debtors also sought and obtained Court permission to incur
and pay fees, costs and indemnities in connection with the
Commitment Letters.

The details of the fees are memorialized in two Fee Letters.  The
Debtors are further authorized to file unredacted copies of the
Fee Letters under seal.  The terms of the Fee Letters, according
to the Debtors, constitute sensitive commercial information, the
public disclosure of which would negatively affect them and
Morgan Stanley.

All of the borrowing obligations under the proposed Exit
Facilities and the majority of the fees under the Commitment
Letter and Fee Letters will be payable at closing in connection
with consummation of the Plan.

Thus, prior to emergence, the Debtors' only obligations under the
Commitment Letter and Fee Letters are to:

  (a) reimburse Morgan Stanley for reasonable, documented out-
      of-pocket costs in connection with finalizing the Exit
      Facilities; and

  (b) provide Morgan Stanley with (i) a $350,000 work deposit to
      be applied to those costs, (ii) certain customary
      indemnities; and (iii) the right to receive an Alternative
      Transaction Fee if one or both of the Exit Facilities are
      not consummated with Morgan Stanley.

A full-text copy of the Exit Commitment Letter is available for
free at http://bankrupt.com/misc/Visteon_MorganExitComm.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).


WILLIAM RABON: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: William Eric Rabon
        611 Sandy Lane
        Myrtle Beach, SC 29575

Bankruptcy Case No.: 10-06333

Chapter 11 Petition Date: September 1, 2010

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

Judge: John E. Waites

Debtor's Counsel: Otis Allen Jeffcoat, III, Esq.
                  JEFFCOAT LAW FIRM, LLC
                  P.O. Box 3678
                  Myrtle Beach, SC 29578
                  Tel: (843) 626-9000
                  E-mail: ajeffcoat@jeffcoatlaw.com

Scheduled Assets: $3,285,084

Scheduled Debts: $10,250,937

A list of the Debtor's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/scb10-06333.pdf


WL HOMES: Judge Approves Nevada Suits Over Alleged Defects
----------------------------------------------------------
Three groups of plaintiffs looking to pursue litigation against WL
Homes LLC over alleged defects in their houses have won a green
light from the judge overseeing the homebuilder's Chapter 7
proceedings to move ahead with their cases and try to collect
against the debtor's insurance policies, Bankruptcy Law360
reports.

Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware signed an order Wednesday granting a motion
by plaintiffs in a Nevada class action, according to Law360.

                           About WL Homes

Irvine, California-based WL Homes LLC -- dba John Laing Homes,
John Laing Homes Luxury, Laing Urban, Laing Luxury Homes, and John
Laing Urban -- is one of metro Denver's largest homebuilders.  It
builds under the John Laing brand primarily in Colorado,
California, Arizona, and Texas.

John Laing began as a builder in the United Kingdom and came to
the U.S. market in 1984.  The company was sold to Dubai-based
Emaar Properties in 2006 for $1.05 billion.  Emaar invested
$613 million in the company, but eventually stopped funding.  John
Laing had a work force of 1,100 in 2006, but cut employees to
about 90 by the first week of February 2009.  John Laing has 105
real estate developments across the country.  It also builds
luxury and custom homes.

WL Homes and five of its affiliates filed for Chapter 11
protection on February 19, 2009 (Bankr. D. Del. Lead Case No. 09-
10571).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Debtors' in their
restructuring efforts.  Ashby & Geddes represents the Official
Committee of Unsecured Creditors.  In its bankruptcy petition, WL
Homes estimated assets of more than $1 billion, and debts between
$500 million and $1 billion.

As reported in the TCR on June 10, 2009, the Bankruptcy Court
converted WL Homes LLC and its debtor affiliates' Chapter 11 cases
to cases under Chapter 7 liquidation, at the request of the
official committee of unsecured creditors.


XOMA LIMITED: Regains NASDAQ Compliance
---------------------------------------
XOMA Ltd. has notified the Company that it regained compliance
with the minimum $1.00 per share bid price requirement for
continued listing.  Accordingly, the Company will continue to be
listed on The NASDAQ Global Market.

As previously announced, following a hearing before a NASDAQ
Listing Qualifications Panel, the Panel determined to continue the
Company's listing subject to the condition that, on or before
September 13, 2010, the Company evidence a closing bid price of
$1.00 per share or more for at least the ten prior consecutive
trading days.  The Company's closing bid price exceeded the $1.00
per share threshold on each of the 10 consecutive trading days
from August 18, 2010 through August 31, 2010. Accordingly, the
Company satisfied the Panel's condition and the delisting
proceeding is now closed.

                           About XOMA

XOMA discovers, develops and manufactures novel antibody
therapeutics for its own proprietary pipeline as well as through
license and collaborative agreements with pharmaceutical and
biotechnology companies, and under its contracts with the U.S.
government.


* BOND PRICING -- For Week From Aug. 30 to Sept. 3, 2010
--------------------------------------------------------

  Company            Coupon   Maturity  Bid Price
  -------            ------   --------  ---------
155 E TROPICANA        8.750   4/1/2012     5.375
ABITIBI-CONS FIN       7.875   8/1/2009     8.000
ADVANTA CAP TR         8.990 12/17/2026    11.000
AFFINITY GROUP        10.875  2/15/2012    47.250
AHERN RENTALS          9.250  8/15/2013    38.125
AMBAC INC              9.375   8/1/2011    38.000
AMBASSADORS INTL       3.750  4/15/2027    50.000
AMER GENL FIN          4.600  9/15/2010    99.200
AT HOME CORP           0.525 12/28/2018     0.016
BANK NEW ENGLAND       8.750   4/1/1999    12.813
BANK NEW ENGLAND       9.875  9/15/1999    10.000
BANKUNITED FINL        6.370  5/17/2012     6.100
BLOCKBUSTER INC        9.000   9/1/2012     4.800
BLOCKBUSTER INC       11.750  10/1/2014    47.500
BOWATER INC            6.500  6/15/2013    19.900
BOWATER INC            9.000   8/1/2009    19.652
BOWATER INC            9.500 10/15/2012    21.600
CAPMARK FINL GRP       5.875  5/10/2012    33.000
CELL THERAPEUTIC       7.500  4/30/2011    80.600
CHENIERE ENERGY        2.250   8/1/2012    43.000
CHK-CALL09/10          7.000  8/15/2014   102.330
CMA-CALL10/10          6.576  2/20/2037    99.750
EDDIE BAUER HLDG       5.250   4/1/2014     5.000
EVERGREEN SOLAR        4.000  7/15/2013    30.000
FAIRPOINT COMMUN      13.125   4/2/2018     8.813
FEDDERS NORTH AM       9.875   3/1/2014     0.500
FORD MOTOR CRED        9.750  9/15/2010   100.000
GASCO ENERGY INC       5.500  10/5/2011    59.750
GENERAL MOTORS         7.125  7/15/2013    36.000
GENERAL MOTORS         7.700  4/15/2016    30.350
GENERAL MOTORS         9.450  11/1/2011    30.000
GMAC LLC               8.000  9/15/2010    98.950
GREAT ATLA & PAC       5.125  6/15/2011    70.000
GREAT ATLA & PAC       6.750 12/15/2012    52.200
HAWAIIAN TELCOM        9.750   5/1/2013     1.875
INDALEX HOLD          11.500   2/1/2014     0.550
INN OF THE MOUNT      12.000 11/15/2010    49.000
INTL LEASE FIN         4.300  9/15/2010    98.780
INTL LEASE FIN         4.350  9/15/2010    98.000
KEYSTONE AUTO OP       9.750  11/1/2013    41.250
LEHMAN BROS HLDG       0.250  2/16/2012    18.500
LEHMAN BROS HLDG       4.500   8/3/2011    18.760
LEHMAN BROS HLDG       4.700   3/6/2013    19.750
LEHMAN BROS HLDG       4.800  2/27/2013    19.500
LEHMAN BROS HLDG       4.800  3/13/2014    19.500
LEHMAN BROS HLDG       5.000  1/22/2013    17.500
LEHMAN BROS HLDG       5.000  2/11/2013    19.600
LEHMAN BROS HLDG       5.000  3/27/2013    18.670
LEHMAN BROS HLDG       5.000   8/3/2014    19.500
LEHMAN BROS HLDG       5.000   8/5/2015    18.000
LEHMAN BROS HLDG       5.100  1/28/2013    18.750
LEHMAN BROS HLDG       5.150   2/4/2015    18.760
LEHMAN BROS HLDG       5.250   2/6/2012    20.250
LEHMAN BROS HLDG       5.250  1/30/2014    18.950
LEHMAN BROS HLDG       5.250  2/11/2015    17.875
LEHMAN BROS HLDG       5.350  2/25/2018    18.750
LEHMAN BROS HLDG       5.500   4/4/2016    19.500
LEHMAN BROS HLDG       5.500   2/4/2018    18.750
LEHMAN BROS HLDG       5.500  2/19/2018    18.750
LEHMAN BROS HLDG       5.550  2/11/2018    18.750
LEHMAN BROS HLDG       5.600  1/22/2018    19.600
LEHMAN BROS HLDG       5.625  1/24/2013    19.801
LEHMAN BROS HLDG       5.700  1/28/2018    18.750
LEHMAN BROS HLDG       5.750  4/25/2011    19.150
LEHMAN BROS HLDG       5.750  7/18/2011    20.750
LEHMAN BROS HLDG       5.750  5/17/2013    19.373
LEHMAN BROS HLDG       5.875 11/15/2017    19.000
LEHMAN BROS HLDG       6.000  7/19/2012    21.500
LEHMAN BROS HLDG       6.000 12/18/2015    18.120
LEHMAN BROS HLDG       6.000  2/12/2018    18.250
LEHMAN BROS HLDG       6.200  9/26/2014    19.500
LEHMAN BROS HLDG       6.600  10/3/2022    18.000
LEHMAN BROS HLDG       6.625  1/18/2012    20.050
LEHMAN BROS HLDG       6.875   5/2/2018    22.000
LEHMAN BROS HLDG       7.000  4/16/2019    18.250
LEHMAN BROS HLDG       7.000  5/12/2023    17.750
LEHMAN BROS HLDG       7.000  10/4/2032    18.000
LEHMAN BROS HLDG       7.000  9/28/2037    18.000
LEHMAN BROS HLDG       7.100  3/25/2038    17.900
LEHMAN BROS HLDG       7.250  4/29/2038    18.000
LEHMAN BROS HLDG       7.350   5/6/2038    17.000
LEHMAN BROS HLDG       7.500  5/11/2038     0.010
LEHMAN BROS HLDG       7.730 10/15/2023    17.375
LEHMAN BROS HLDG       7.875  11/1/2009    19.000
LEHMAN BROS HLDG       7.875  8/15/2010    19.500
LEHMAN BROS HLDG       8.050  1/15/2019    18.000
LEHMAN BROS HLDG       8.400  2/22/2023    17.100
LEHMAN BROS HLDG       8.500   8/1/2015    18.000
LEHMAN BROS HLDG       8.500  6/15/2022    18.550
LEHMAN BROS HLDG       8.750 12/21/2021    18.500
LEHMAN BROS HLDG       8.800   3/1/2015    18.051
LEHMAN BROS HLDG       8.920  2/16/2017    18.000
LEHMAN BROS HLDG       9.000   3/7/2023    19.000
LEHMAN BROS HLDG       9.500 12/28/2022    18.950
LEHMAN BROS HLDG       9.500  1/30/2023    19.375
LEHMAN BROS HLDG       9.500  2/27/2023    17.510
LEHMAN BROS HLDG      10.000  3/13/2023    18.950
LEHMAN BROS HLDG      10.375  5/24/2024    16.000
LEHMAN BROS HLDG      11.000  6/22/2022    17.760
LEHMAN BROS HLDG      11.000  3/17/2028    17.400
LEHMAN BROS HLDG      11.500  9/26/2022    18.750
LEHMAN BROS HLDG      18.000  7/14/2023    18.735
LOCAL INSIGHT         11.000  12/1/2017    24.500
MAGNA ENTERTAINM       7.250 12/15/2009     9.000
MAGNA ENTERTAINM       8.550  6/15/2010    17.000
MERRILL LYNCH          1.853   3/9/2011    99.500
MFCCN-CALL09/10        5.200  9/15/2030    97.202
NETWORK COMMUNIC      10.750  12/1/2013    35.013
NEWPAGE CORP          10.000   5/1/2012    48.645
NEWPAGE CORP          12.000   5/1/2013    18.000
NORTH ATL TRADNG       9.250   3/1/2012    60.250
PALM HARBOR            3.250  5/15/2024    68.000
RASER TECH INC         8.000   4/1/2013    37.000
RESTAURANT CO         10.000  10/1/2013    30.100
RESTAURANT CO         10.000  10/1/2013    29.750
SPHERIS INC           11.000 12/15/2012    24.750
STATION CASINOS        6.875   3/1/2016     0.500
STATION CASINOS        7.750  8/15/2016     0.500
THORNBURG MTG          8.000  5/15/2013     4.250
TIMES MIRROR CO        7.250   3/1/2013    42.131
TOUSA INC              7.500  1/15/2015     1.000
TOUSA INC             10.375   7/1/2012     1.500
TRICO MARINE           3.000  1/15/2027    10.000
TRICO MARINE SER       8.125   2/1/2013    17.250
VIRGIN RIVER CAS       9.000  1/15/2012    45.500
WASH MUT BANK FA       5.650  8/15/2014     0.200
WASH MUT BANK NV       5.500  1/15/2013     0.200
WASH MUT BANK NV       6.750  5/20/2036     0.625
WCI COMMUNITIES        4.000   8/5/2023     1.000



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***