TCR_Public/100907.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, September 7, 2010, Vol. 14, No. 248

                            Headlines

143 HURON: Voluntary Chapter 11 Case Summary
2626 BWAY: Voluntary Chapter 11 Case Summary
3823 WESTLAKE: Case Summary & 4 Largest Unsecured Creditors
AIDA ORTIZ-ORTIZ: Case Summary & 11 Largest Unsecured Creditors
AIRTRAN HOLDINGS: Names Rossum as Exec. VP & General Counsel

ALION SCIENCE: Reports $58.5MM EBITDA for 12 Months Ended June 30
AMERICAN APPAREL: In Talks with Restructuring Firm
AMERICAN INT'L: Provides Add'l Details on Compensation of Execs.
AMERICAN LEARNING: Appeals Nasdaq Delisting Notice
AMERICAN HOMEPATIENT: 6,917,314 Shares Tendered in Share Buyback

AMERICAN HOMEPATIENT: Restructures Sr. Debt Into Two 4-Year Loans
AMERICAS INSURANCE: A.M. Best Puts 'B' FSR Under Review
ANNETTE COSTELOW: Case Summary & 9 Largest Unsecured Creditors
ARMTEC HOLDINGS: DBRS Assigns 'BB' Issuer Rating
ARTZI HOTELS: Case Summary & Largest Unsecured Creditor

ARTZI RESIDENTIAL: Case Summary & 5 Largest Unsecured Creditors
BASIS YIELD: Goldman Sachs Seeks to Toss $1.6 Billion Suit
BERNARD MADOFF: Merkin Investors Awarded $12.7MM in Dispute
BIO-KEY INT'L: Posts $234,800 Net Income in June 30 Quarter
BLACK CROW: GECC Wants Court to Rule Against Consolidation

BLUE KNIGHT: Unit Inks Throughput Capacity Agreement With Vitol
BOBBY GAVLIK: Voluntary Chapter 11 Case Summary
BROWN PUBLISHING: Court Okays $21.8-Mil. Sale to Lenders Group
BV JORDANELLE: Voluntary Chapter 11 Case Summary
BWP TRANSPORT: Case Summary & 20 Largest Unsecured Creditors

CALIFORNIA COASTAL: Luxor Exit Financing Commitment Has Expired
CANAAN VALLEY: Voluntary Chapter 11 Case Summary
CAPITAL CREATION: Appeals Ct. Reverses JLGA Contempt Order
CATHOLIC CHURCH: Spokane's Skylstad Endorses New Bishop
CELL THERAPEUTICS: Proposes to Amend 2007 Equity Incentive Plan

CHARLES FRIENDS: Voluntary Chapter 11 Case Summary
CHRISTOS DIMAS: Case Summary & 12 Largest Unsecured Creditors
CIRCUIT CITY: $38.48 Mil. in Claims Change Hands in August
CIRCUIT CITY: CarMax Sues to Claim Rights to Carmax Trail Asset
CMG HOLDINGS: June 30 Balance Sheet Upside-Down by $1 Million

COHARIE HOG: Plan Contemplates Liquidation of Assets to Pay Claims
CONSTITUTIONAL CASUALTY: A.M. Best Downgrades FSR to 'D'
DANIEL BISHOP: Case Summary & 17 Largest Unsecured Creditors
DIAMOND RESORTS: S&P Raises Corporate Credit Rating to 'B-'
DONALD BALDI: Case Summary & 10 Largest Unsecured Creditors

DT MAYAN: Case Summary & 20 Largest Unsecured Creditors
EDWARD RIZZI, JR.: Case Summary & 4 Largest Unsecured Creditors
ELITE PHARMA: Acquires Generic Naltrexone Product from Mikah
EMISPHERE TECHNOLOGIES: Bai Ye Feng Holds 8.84% of Shares
F&P PROPERTIES: Voluntary Chapter 11 Case Summary

FAIRPOINT COMMS: Court Allows $21 Mil. in Fees for Oct.-April
FENDER MUSICAL: S&P Gives Negative Outlook, Affirms 'B' Rating
FIRST PHYSICIANS: June 30 Balance Sheet Upside-Down by $12.6MM
FLETCHER GRANITE: Case Summary & 2 Largest Unsecured Creditors
FMI HOLDINGS: Taps Abakhan as Liquidators; Sr. Managers Let Go

FORD MOTOR: Says Market Share Gains Continue in August
FPD, LLC: Case Summary & 30 Largest Unsecured Creditors
FREMONT GENERAL: Ch. 11 Trustee Wants Probe on Rosenthal Fee
GEORGE W PARK: Has Until September 10 to Use Creditors' Cash
GSI HOLDINGS: Moody's Gives Negative Outlook, Affirms 'B3' Rating

HARRAH'S ENTERTAINMENT: Amends CMBS Loan Agreements
HARRISBURG, PA: Mulls Hiring Bankruptcy Counsel
HAWKINS CREEK: Voluntary Chapter 11 Case Summary
HOVNANIAN ENTERPRISES: Posts $73 Million Net Loss in July 31 Qtr.
HUGHES TELEMATICS: To Provide Services for Insurer's Clients

IRH VINTAGE: Case Summary & 20 Largest Unsecured Creditors
IRVINE SENSORS: Gets Waiver and Consent from Senior Lenders
ISRAEL AVENUE: Case Summary & Largest Unsecured Creditor
JAMESTOWN LLC: U.S. Trustee and Fifth Third Want Case Dismissed
JERSEY ISLAND: U.S. Trustee Unable to Form Creditors Committee

JERSEY ISLAND: Taps Whiteford Taylor to Handle Reorganization Case
JOHN PACE: Case Summary & 13 Largest Unsecured Creditors
KNITNEY LINES: Case Summary & 20 Largest Unsecured Creditors
KWIK KAR: Case Summary & 10 Largest Unsecured Creditors
LATTICE INCORPORATED: Posts $59,000 Net Loss in June 30 Quarter

LITTLE HANS: Voluntary Chapter 11 Case Summary
LOCAL INSIGHT: A&M Pact Amended; Bonuses for 200 Employees Okayed
LPATH INC: Board Names Daniel Petree as Chairman
M&V CO: Case Summary & Largest Unsecured Creditor
MANDY'S BBQ: Case Summary & 20 Largest Unsecured Creditors

MARION CLARO: Case Summary & 13 Largest Unsecured Creditors
MCDANIEL FAMILY: Voluntary Chapter 11 Case Summary
MEXICANA AIRLINES: Banco Mercantil Opposes Ch. 15 Petition
MEXICANA AIRLINES: City of Los Angeles Wants Protection
MOVIE GALLERY: Parties File Objections to Disclosure Statement

MOVIE GALLERY: Receives Approval to Sell Gaming Inventory
MOVIE GALLERY: Wins Dec. 30 Extension for Solicitation Exclusivity
NETWORK COMMS: Elects Not To Make $9.4 Million Interest Payment
NEW MEDIA LOTTERY: Larry O'Donnell Raises Going Concern Doubt
NEWPAGE CORP: Expects $90 Million EBITDA for 3rd Quarter 2010

NEXCEN BRANDS: Brian Lane Resigns as Chief Accounting Officer
NOAH'S ARK: Voluntary Chapter 11 Case Summary
NORD RESOURCES: Launches Bonus Program for Continued Viability
NORTHBROOK DEV'T: Can Access Wells Fargo's Cash Until October 24
NORTHBROOK DEV'T: U.S. Trustee Unable to Form Creditors Committee

ODG CHRISTIANA: Voluntary Chapter 11 Case Summary
OLIVER MULLIS: Case Summary & 17 Largest Unsecured Creditors
OM GUM: Voluntary Chapter 11 Case Summary
OMNICOMM SYSTEMS: Reports $216,000 Net Income in June 30 Quarter
ONEUNITED BANK: Seeks to Close Lauderdale Lakes Branch

OSWALDO ROBLES: Voluntary Chapter 11 Case Summary
PACIFIC CAPITAL: DBRS Downgrades Tendered Subordinated Debt to 'D'
PEARLAND CORNERS: Case Summary & 10 Largest Unsecured Creditors
PEARLAND INVESTMENT: Case Summary & 4 Largest Unsecured Creditors
PETTERS GROUP: Creditor Loses Bid to Oust Bankruptcy Trustee

PHILIP ELIZONDO: Case Summary & 20 Largest Unsecured Creditors
PIERRE FOODS: Moody's Assigns 'B1' Rating to $835 Mil. First Loan
PLATINUM ENERGY: Reports $2.4MM Net Income in June 30 Quarter
PROFESSIONAL VETERINARY: Wants to Sell ProConn Assets to MicroBeef
PROVIDENCE SERVICE: S&P Gives Positive Outlook, Keeps 'B+' Rating

Q2 GOLD: Intends to Wind Up its Affairs
QL2 SOFTWARE: Completes Plan of Reorganization
QUALITY COMPONENTS: Case Summary & 16 Largest Unsecured Creditors
QVC INC: Refinancing Won't Affect Moody's 'Ba2' Ratings
QWEST COMMS: Shareholders Okay Proposed Merger With CenturyLink

RANDALL KLOKE: Case Summary & 20 Largest Unsecured Creditors
RCLC INC: Court Extends Filing of Schedules Until Sept. 17
RCLC INC: DIP Financing Gets Interim Nod; Committee Objects
RCLC INC: U.S. Trustee Appoints 5 Members to Creditors Panel
REDDY ICE: Two Officers Set Rule 10b5-1 Trading Plans

RESTINN DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors
REVLON CONSUMER: Changing 401(K) Plan Record Keeper Oct. 1
REVLON INC: Registers 12MM Shares That May Be Pledged to Natixis
RICHARD ANDERT: Case Summary & 3 Largest Unsecured Creditors
ROBERT ALLEN: Case Summary & 17 Largest Unsecured Creditors

ROBERT GAUG: Case Summary & 10 Largest Unsecured Creditors
RONALD ZIEGLER: Case Summary & 17 Largest Unsecured Creditors
SAMAHI HOMES: Case Summary & 10 Largest Unsecured Creditors
SB PARTNERS: Posts $87,100 Net Loss in June 30 Quarter
S.K. GROUP: Case Summary & 16 Largest Unsecured Creditors

SMART ONLINE: Sells Add'l $200,000 Note to Existing Noteholder
STANOCOLA EMPLOYEES: Voluntary Chapter 11 Case Summary
STEPHEN SHIELDS: Case Summary & 18 Largest Unsecured Creditors
STONE*WALL FARM: Protests Takeover of Cincinnati Capital
STRATUS MEDIA: Restates March 31 10-Q; Reduces Net Loss to $1.7MM

SUMMIT HOTEL: Amends Loan Agreement With First National Bank
SUNRISE SENIOR: Enters Restructuring Agreement With HCP
SUPER PET: Case Summary & 20 Largest Unsecured Creditors
SUPERIOR PLUS: DBRS Confirms BB Senior Unsecured Debentures Rating
SUTHERLANDS PLAZA: Case Summary & 16 Largest Unsecured Creditors

TELKONET INC: Musser, Lynch Resign as Members of Board
THOMAS HESS: Case Summary & 20 Largest Unsecured Creditors
TRES BUILDERS: Voluntary Chapter 11 Case Summary
TRIBUNE CO: Court Appoints Mediator to Assist in Negotiations
TRIBUNE CO: Law Debenture Reinstates Plea to Stop LBO Payments

TRIBUNE CO: Says Operating Cash Flow Up 44% Through July
TRONOX INC: Debtor Amends Plan; Equity Holders Propose Own Plan
TRONOX INC: Seeks Approval of Plan Deal With Creditors Committee
TRONOX INC: To Assume Retirement & Pension Plans
TRUMAN FAMILY: Case Summary & 5 Largest Unsecured Creditors

TYRONE HUBBARD: Case Summary & 13 Largest Unsecured Creditors
UDIPI SRI: Case Summary & Largest Unsecured Creditor
UNIFI INC: Directors Sileck & Loo Won't Stand for Re-Election
UNITED REPROGRAPHICS: Case Summary & 20 Largest Unsec Creditors
UNIVAR INC: S&P Affirms Corporate Credit Rating at 'B'

URBAN GREEN: Case Summary & 5 Largest Unsecured Creditors
US AEROSPACE: David Duquette Steps Down as Chief Executive Officer
US CONCRETE: $75MM Revolving Facility to Mature August 31, 2014
VALENCE TECHNOLOGY: Stockholders Elect Five Directors
VAN HAM: Case Summary & 7 Largest Unsecured Creditors

VERTIS INC: Moody's Reviews 'Caa1' Corporate Family Rating
VETTE FAMILY: Voluntary Chapter 11 Case Summary
VISTEON CORP: Hearing on Equity Committee Plea on Sept. 27
WADE LIND: Case Summary & 20 Largest Unsecured Creditors
WECK CORP: Asks for Court's Nod to Auction Assets

WECK CORP: Gets Court's Interim Nod to Obtain DIP Financing
WILLIAM JONES: Case Summary & 20 Largest Unsecured Creditors
WILLIAM MICCO, SR.: Case Summary & 20 Largest Unsecured Creditors
WILLIAM OATES: Case Summary & 17 Largest Unsecured Creditors
WORLDGATE COMMS: Gets Technical of Acceptance Ojo from ACN

WORKSTREAM INC: Crestview Capital Holds 5.1% Shares
WORKSTREAM INC: Delays Filing for Form 10-K for Fiscal 2010
ZADEH ENTERPRISES: Voluntary Chapter 11 Case Summary
ZALE CORP: In Talks With Citibank Regarding New Agreement

* Business, Individual Bankruptcy Filings Fall From July

* Flaschen Among Law360's 10 Most Admired Bankruptcy Attys.

* Large Companies With Insolvent Balance Sheets

                            *********

143 HURON: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 143 Huron LLC
        199 Lee Avenue, Suite 244
        Brooklyn, NY 11211

Bankruptcy Case No.: 10-48464

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  Julie A. Cvek, Esq.
                  RATTET, PASTERNAK & GORDON OLIVER, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: jsp@rattetlaw.com
                          jcvek@rattetlaw.com

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

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

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

The petition was signed by Zalmen Glauber, member.


2626 BWAY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 2626 BWAY, LLC
        131 Christopher Street, 2nd Floor
        New York, NY 10014

Bankruptcy Case No.: 10-14731

Chapter 11 Petition Date: September 3, 2010

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE
                   GENOVESE & GLUCK, P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  Fax: (212) 956-2164
                  E-mail: amg@robinsonbrog.com

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

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 John Souto, managing member.


3823 WESTLAKE: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 3823 Westlake Drive, LLC
        17719 Cedar Creek Canyon
        Dallas, TX 75252

Bankruptcy Case No.: 10-43011

Chapter 11 Petition Date: September 3,2010

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

Debtor's Counsel: Hudson M. Jobe, Esq.
                  QUILLING,SELANDER, CUMMISKEY, & LOWNDS
                  2001 Bryan Street, Suite 1800
                  Dallas, TX 75201
                  Tel: (214) 871-2100
                  Fax: (214) 871-2111
                  E-mail: hjobe@qsclpc.com

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txeb10-43011.pdf

The petition was signed by Etzit Gedalia, manager.


AIDA ORTIZ-ORTIZ: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Aida L. Ortiz-Ortiz
        Estancia De Cerro Gordo
        57 Calle Plaza Valeri
        Vega Alta, PR 00692

Bankruptcy Case No.: 10-08174

Chapter 11 Petition Date: September 3, 2010

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

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  C. CONDE & ASSOCIATES
                  254 San Jose Street, 5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  E-mail: notices@condelaw.com

Scheduled Assets: $1,266,505

Scheduled Debts: $881,940

A list of the Debtor's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb10-08174.pdf

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Super Pet Center, Inc.                 10-08177    9/03/10


AIRTRAN HOLDINGS: Names Rossum as Exec. VP & General Counsel
------------------------------------------------------------
AirTran Airways Inc., a wholly-owned subsidiary of AirTran
Holdings Inc., reported that, as part of its executive succession
plan, Steven A. Rossum, currently AirTran's executive vice
president-corporate development, will assume additional
responsibilities as the company's chief legal officer and will
serve as the company's executive vice president and general
counsel, effective Aug. 31, 2010.  Mr. Rossum will also serve as
general counsel of AirTran Holdings.

Mr. Rossum will succeed Richard P. Magurno, who has been senior
vice president, general counsel and secretary of both AirTran
Airways and AirTran Holdings since August 2000.  Mr. Magurno will
continue with the Company as senior vice president and corporate
secretary of both companies and manage certain litigation matters
for AirTran through the date of his planned retirement in 2011.
In his new role, Mr. Rossum will oversee legal and government
affairs and will continue to handle certain of his current
business responsibilities including aircraft financing and other
strategic and transactional matters.  Both executives will
continue to report to Robert L. Fornaro, AirTran Airways'
chairman, president, and chief executive officer.

"Dick Magurno is an icon in the airline legal community and I
consider myself very fortunate to have worked closely with him
during the past decade," said Mr. Fornaro.  "We are extremely
thankful for his leadership as general counsel and look forward to
his continued guidance as secretary to our board of directors."

"We are also fortunate to have an attorney with Steve's expertise
and experience on our leadership team," added Mr. Fornaro.  "Steve
is a highly regarded airline general counsel and since rejoining
AirTran in September 2008, has demonstrated extraordinary
leadership and insight, and I know that he will continue to make
valuable contributions to the success of AirTran in this new
role on our team."

Mr. Magurno's airline experience includes over 40 years in senior
legal and advisory roles including serving as the chief legal
officer of AirTran Airways, Trans World Airlines and Eastern Air
Lines

Mr. Rossum has over 20 years of legal and financial airline and
aviation experience with an emphasis on transactional matters.
Mr. Rossum rejoined AirTran in 2008 from ASTAR Air Cargo, where he
served as executive vice president, general counsel, chief
corporate officer and chief financial officer of the cargo
airline.  Mr. Rossum's prior work experience includes serving as
senior vice president and general counsel of Reno Air and
assistant general counsel at US Airways and World Airways and as
vice president and treasurer of AirTran.

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- through its wholly owned
subsidiary, AirTran Airways, Inc., operates scheduled airline
service throughout the United States and to selected international
locations.  As of February 1, 2010, the Company operated 86 Boeing
B717-200 aircraft and 52 Boeing B737-700 aircraft offering
approximately 700 scheduled flights per day to 63 locations in the
United States, including San Juan, Puerto Rico, and to Orangestad,
Aruba, Cancun, Mexico, and Nassau, The Bahamas.

At March 31, 2010, the Company had total assets of $2,285,822,000
against total current liabilities of $754,073,000, long-term
capital lease obligations of $15,017,000, long-term debt of
$906,479,000, other liabilities of $110,013,000, deferred income
taxes of $4,206,000, and derivative financial instruments of
$9,349,000, resulting in $486,685,000 in stockholders' equity.

                          *     *     *

In December 2009, Moody's Investors Service raised its ratings of
AirTran Holdings' corporate family and probability of default
ratings each to Caa1 from Caa2.  The 'Caa1' corporate family
rating considers the still high leverage and AirTran's exposure to
cyclical risks in the airline industry.

The airline's carries a corporate credit rating of CCC+/Stable/--
from Standard & Poor's.


ALION SCIENCE: Reports $58.5MM EBITDA for 12 Months Ended June 30
-----------------------------------------------------------------
Alion Science and Technology Corporation disclosed that the
Consolidated EBITDA for the twelve month period ended June 30,
2010, was approximately $58.5 million.

Year-to-date adjustments to Consolidated EBITDA were primarily the
result of one-time costs associated with the Company's issuance of
$310 million in Units each consisting of $1,000 face value of 12%
senior secured notes and a warrant to purchase 1.9439 shares of
the Company's common stock.  The calculation and reconciliation to
the most comparable financial measure calculated and presented in
accordance with GAAP is included in the table below.

As of June 30, 2010, the Company had over $1.3 billion of contract
proposals that were submitted and waiting for decision, and an
additional $690 million of contract proposals that were in
process.

As of June 30, 2010, the Company had an overall win rate of 57%
for fiscal year 2010.

                        About Alion Science

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

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

                           *     *     *

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

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


AMERICAN APPAREL: In Talks with Restructuring Firm
--------------------------------------------------
Tom Hals and Alexandria Sage at Reuters report that American
Apparel Inc. is in talks to bring in an outside restructuring firm
as the manufacturer and retailer struggles to fix its flagging
operations.

Lender Bank of America pressed American Apparel to hire the firm,
a specialist in corporate turnarounds, Reuters said, citing people
familiar with the matter.  The firm is not being brought in to
arrange a bankruptcy, sources said, but to help improve operations
and its financial condition.

                      About American Apparel

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

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

In August 2010, the Company said in a regulatory filing that it
believes that it may not have sufficient liquidity necessary to
sustain operations for the next 12 months, and that losses from
operations are expected to continue through at least the third
quarter of 2010.  The Company also believes that it is probable
that as of September 30, 2010, the Company will not be in
compliance with the minimum Consolidated EBITDA covenant under its
credit agreement with Wilmington Trust FSB, in its capacity as
administrative agent and collateral agent, Lion Capital (Americas)
Inc., as a lender, Lion/Hollywood L.L.C., as a lender, and other
lenders from time to time party thereto.


AMERICAN INT'L: Provides Add'l Details on Compensation of Execs.
----------------------------------------------------------------
American International Group Inc. filed its amended annual report
on Form 10-K for the fiscal year ended Dec. 31, 2009, with the
Securities and Exchange Commission to provide additional details
regarding the compensation of the executive officers.

A full-text copy of the Amended Annual Report on Form 10-K is
available for free at http://ResearchArchives.com/t/s?6a10

                             About AIG

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

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

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


AMERICAN LEARNING: Appeals Nasdaq Delisting Notice
--------------------------------------------------
American Learning Corporation received notification from The
Nasdaq Stock Market  that it has not regained compliance with The
Nasdaq Capital Market's minimum bid price requirement for
continued listing, set forth in Nasdaq Listing Rule 5550(a)(2)
and, unless the Company appeals Nasdaq's decision, trading of the
Company's common stock will be suspended at the opening of
business on September 9, 2010, and a Form 25-NSE will be filed
with the Securities and Exchange Commission, which will remove the
Company's securities from listing and registration on The Nasdaq
Capital Market.

Accordingly, on September 2, 2010, the Company submitted an appeal
of the Nasdaq Staff determination to Nasdaq's Hearing Panel
pursuant to the procedures set forth in the Nasdaq Listing Rule
5800 Series.  The hearing request will stay the suspension of the
Company's securities and the filing of the Form 25-NSE pending the
Panel's decision.  In response to the Company's request, the
Nasdaq Office of General Counsel has scheduled a hearing for
October 7, 2010 at which time the Company must demonstrate its
ability to regain compliance with the minimum bid price
requirement.  There can be no assurance that the Panel will grant
the Company's request for continued listing.

American Learning Corporation, through its wholly owned
subsidiaries, Interactive Therapy Group Consultants, Inc. and
Signature Learning Resources, Inc., offers a comprehensive range
of services to children with developmental delays and
disabilities.


AMERICAN HOMEPATIENT: 6,917,314 Shares Tendered in Share Buyback
----------------------------------------------------------------
American HomePatient, Inc., announced Thursday that 6,917,314
shares of the Company have been tendered pursuant to the self-
tender offer made by the Company on July 7, 2010, for all
outstanding shares of common stock of the Company at $0.67 per
share.  The Company has accepted the Shares for payment.  The
Shares, when added to shares owned by Highland Capital Management,
L.P. and its affiliates, represent 87% of the outstanding shares
of the Company.  Highland is the largest holder of the Company's
senior debt and held approximately 48% of the Company's
outstanding shares prior to the Offer.

The Company will promptly pay for the accepted Shares validly
tendered in the Offer and not withdrawn by providing its
depositary, Computershare, with sufficient funds for transmittal
to tendering Shareholders.  The depositary will act as the agent
of persons who have tendered Shares in the Offer for the purposes
of receiving payment from the Company and transmitting payment to
those persons, and receipt of payment by the depositary will be
deemed to constitute receipt of payment by those persons tendering
Shares.

Simultaneously with the acceptance of the Shares for payment, the
Company completed the restructuring of its senior debt, which had
matured on August 1, 2009, into two four-year secured term loans.
The successful completion of the Offer and the debt restructuring
are each steps in a series of transactions that are expected to
result in the Company becoming 100% owned by Highland.

With 78.5% of the outstanding shares now owned by Highland, the
Company intends to call a special shareholders meeting as soon as
reasonably practicable at which Highland intends to vote its
shares in favor of a merger which would cause all remaining
shareholders of the Company other than Highland to have their
shares of the Company exchanged for $0.67 per share.

Joseph F. Furlong, President and Chief Executive Officer of the
Company, stated "This is an important day for American HomePatient
and all of our stakeholders.  We believe this transaction provides
fair value to our shareholders and resolves the uncertainty caused
by the maturing of our senior debt over a year ago.  Our Company
and its constituents will all benefit from this more stable
financial environment as we continue to provide critical services
to our patients.  At this time, I would like to especially thank
our employees for their hard work and dedication and our vendors
for their support during the extended time needed to resolve our
debt maturity issue."

                    About American HomePatient

Brentwood, Tenn.-based American HomePatient, Inc. (OTC BB: AHOM)
is one of the nation's largest home health care providers with
operations in 33 states.  Its product and service offerings
include respiratory services, infusion therapy, parenteral and
enteral nutrition, and medical equipment for patients in their
home.

The Company's balance sheet at June 30, 2010, showed
$240.7 million in total assets, $274.4 million in total
liabilities, and a stockholders' deficit of $33.7 million.

As reported in the Troubled Company Reporter on March 8, 2010,
KPMG LLP, in Nashville, Tennessee, expressed substantial doubt
about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
at December 31, 2009, the Company had a net capital deficiency and
had a net working capital deficiency resulting from $226.4 million
of debt that matured on August 1, 2009.


AMERICAN HOMEPATIENT: Restructures Sr. Debt Into Two 4-Year Loans
-----------------------------------------------------------------
In a regulatory filing Thursday, American HomePatient, Inc.,
announced that it has entered into a First Lien Credit Agreement
and Second Lien Credit Agreement, each with General Electric
Capital Corporation as lender and agent, and certain other
lenders, including certain affiliates of Highland Capital
Management, L.P.  Pursuant to the terms of that certain
Restructuring Support Agreement entered into April 27, 2010,
between the Company and its senior lenders, Highland and the
Company's other senior lenders agreed to restructure the Company's
outstanding senior debt, which had matured in August of 2009,
subject to a number of conditions, including, among others, the
successful completion of a self-tender offer.  The Company,
Highland, GECC and the Company's other senior lenders entered into
the Credit Agreements to effect the restructuring of the Company's
senior debt upon the successful closing of the self-tender offer
as contemplated by the Restructuring Support Agreement.

The Company's senior debt has been restructured into a first lien
$95.5 million term loan and a second lien $120.7 million term
loan, each with a maturity date of September 2, 2014, and each
with variable interest as provided in the applicable Credit
Agreement.  The First Lien Loan bears interest at a rate equal to
(x) in the case of LIBOR Rate Loans, LIBOR (subject to a 2.80%
floor) plus 4.00% and (y) in the case of Base Rate Loans, Base
Rate (subject to a 3.80% floor) plus 3.00%.  The Second Lien Loan
bears interest at a rate equal to (x) in the case of LIBOR Rate
Loans, LIBOR plus 7.00%, and (y) in the case of Base Rate Loans,
Base Rate plus 6.00%.  LIBOR and Base Rate are determined on
customary bases.  Under certain circumstances, the Company may pay
a portion of the interest on the Second Lien Loan in-kind.
Obligations of the Company under the Credit Agreements are
guaranteed by substantially all of the Company's existing and
future direct and indirect United States subsidiaries, with
certain customary or agreed-upon exceptions.  The guarantors have
pledged certain of their assets as security for their obligations.
The Second Lien Loan ranks junior in priority to the First Lien
Loan, pursuant to the terms of a customary intercreditor
agreement.

The Credit Agreements require the Company to comply with customary
affirmative, negative and financial covenants.  The Credit
Agreements require that the Company maintain a minimum interest
coverage ratio and a maximum total debt to adjusted EBITDA
(earnings before interest, taxes, depreciation and amortization)
ratio, or leverage ratio.  The Credit Agreements also limit the
amount of capital expenditures the Company can make for any fiscal
year, pursuant to calculations set forth in the Credit Agreements.

The Credit Agreements contain customary events of default,
including but not limited to nonpayment; material inaccuracy of
representations and warranties; violations of covenants and other
provisions of the Credit Agreements; certain bankruptcies and
liquidations; certain cross-defaults to material indebtedness;
certain material judgments; certain events related to certain
pledges of the assets of the Company and those of certain of its
subsidiaries, as security for the obligations under the Credit
Agreements; and certain changes of ownership.

As required pursuant to the terms of the Restructuring Support
Agreement, Henry T. Blackstock and William C. O'Neil have each
resigned their positions as directors of the Company's Board of
Directors effective September 1, 2010.

Mr. Blackstock and Mr. O'Neil each served on the Company''s
Nominating and Corporate Governance, Audit and Compensation
Committees prior to their resignation.

                    About American HomePatient

Brentwood, Tenn.-based American HomePatient, Inc. (OTC BB: AHOM)
is one of the nation's largest home health care providers with
operations in 33 states.  Its product and service offerings
include respiratory services, infusion therapy, parenteral and
enteral nutrition, and medical equipment for patients in their
home.

The Company's balance sheet at June 30, 2010, showed
$240.7 million in total assets, $274.4 million in total
liabilities, and a stockholders' deficit of $33.7 million.

As reported in the Troubled Company Reporter on March 8, 2010,
KPMG LLP, in Nashville, Tennessee, expressed substantial doubt
about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
at December 31, 2009, the Company had a net capital deficiency and
had a net working capital deficiency resulting from $226.4 million
of debt that matured on August 1, 2009.


AMERICAS INSURANCE: A.M. Best Puts 'B' FSR Under Review
-------------------------------------------------------
A.M. Best Co. has placed under review with negative implications
the financial strength rating of B (Fair) and issuer credit rating
of "bb" of Americas Insurance Company (Americas) (New Orleans,
LA).

The rating actions stem from Americas' surplus decline, driven by
start-up expenses and changes in non-admitted assets, which were
not in-line with the business plan previously submitted.

The ratings will remain under review until A.M. Best completes a
full evaluation of Americas' revised business plan and capital
management strategies.


ANNETTE COSTELOW: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Annette Marie Costelow
          fka Annette Marie Long
          fka Annette Marie Hernandez
        23314 SE 293rd Place
        Black Diamond, WA 98010

Bankruptcy Case No.: 10-20587

Chapter 11 Petition Date: September 3, 2010

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

Judge: Karen A. Overstreet

Debtor's Counsel: Dallas W. Jolley, Esq.
                  4707 S Junett St., Suite B
                  Tacoma, WA 98409
                  Tel: (253) 761-8970
                  E-mail: jolleypatricia@yahoo.com

Scheduled Assets: $758,172

Scheduled Debts: $1,169,063

A list of the Debtor's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-20587.pdf


ARMTEC HOLDINGS: DBRS Assigns 'BB' Issuer Rating
------------------------------------------------
DBRS has assigned an Issuer Rating of BB (low) to Armtec Holdings
Limited and a Senior Unsecured Debt rating of BB.  The trends are
Stable.  Pursuant to the DBRS Rating Methodology for Leveraged
Finance, a recovery rating of RR3 has been assigned to the
Company's Senior Unsecured Debt, which corresponds to the BB
rating.  The Issuer Rating largely reflects the Company's strong
market positions, well-diversified product mix and free cash flow
generation, partly offset by the relatively high business risk
facing Armtec related to its acquisitive nature and exposure to
economic and construction cycles.

Armtec is the only national provider of infrastructure-related
products in Canada, with leading market positions in its core end
markets.  The Company produces a broad range of construction
infrastructure applications (CIAs) and engineered solutions (ES)
products for customers in the infrastructure (e.g.,
transportation, sewers and water treatment), residential,
commercial and agriculture/natural resources end markets.
Armtec's CIA business, at just over half of its total business,
has a material share of recurring maintenance sales, which helps
offset the variability of its more project-specific (but higher-
margin) ES business.  In addition, government customers account
for the largest share of sales, which limits credit risk and
should help drive future growth in operating earnings given the
positive infrastructure market outlook in Canada (where sales are
predominantly based).

Armtec has consistently generated positive free cash flow (before
working capital) annually, which provides a degree of financial
flexibility.  Free cash flow has historically been modest, largely
due to high distributions to the Company's unitholders, but capex
requirements are low.  While Armtec's conversion to a fully
taxable corporation (effective January 1, 2011) will ultimately
lead to lower net earnings, dividends are expected to be reduced
by the corresponding increase in taxes in order to preserve free
cash flow.

Acquisitions have been the primary source of growth for Armtec
over the past several years as most of its end markets are mature
and opportunities for material organic growth are limited.  This
strategy is expected to continue beyond the current year and
increases the Company's business and financial risk, particularly
given its relatively high debt levels for a cyclical company.  As
noted, Armtec's operating results are exposed to economic and
construction-market volatility, highlighted by the decline in its
operating results in 2009 (when excluding the impact of
acquisitions completed in 2008 and 2009) and H1 2010.

DBRS expects Armtec's core credit metrics to be generally stable
over the near to medium term, with adjusted debt-to-EBITDA in the
low to mid-3.0 times range (as per DBRS calculations).  EBITDA is
likely to modestly decline in 2010 but gradually improve in 2011,
notably from the progression of larger ES projects that were
recently awarded.  In addition, debt repayment obligations are not
expected to be an issue.  However, the outlook does not take into
account acquisitions, which could lead to a disproportionate
amount of debt relative to earnings and cash flow and add
volatility and/or pressure to credit metrics.


ARTZI HOTELS: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Artzi Hotels, LLC
        114 Artzi Drive
        Thomasville, GA 31792

Bankruptcy Case No.: 10-71417

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Middle District of Georgia (Valdosta)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  KATZ, FLATAU, POPSON AND BOYER, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  E-mail: wjboyer_2000@yahoo.com

Estimated Assets: $0 to $50,000

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

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Artzi One, LLC                         10-_____   __/__/10
Artzi Residential, LLC                 10-71421   09/03/10
Israel Avenue, LLC                     10-71420   09/03/10
In its list of 20 largest unsecured creditors, Artzi Hotels placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Thomas County Federal                            $1,043,170
Savings & Loan
PO Box 1197
Thomasville, GA 31799

The petition was signed by Israel Arzi.


ARTZI RESIDENTIAL: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Artzi Residential, LLC
        114 Artzi Drive
        Thomasville, GA 31792

Bankruptcy Case No.: 10-71421

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Middle District of Georgia (Valdosta)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  KATZ, FLATAU, POPSON AND BOYER, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  E-mail: wjboyer_2000@yahoo.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/gamb10-71421.pdf

The petition was signed by Israel Arzi.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Artzi Hotels, LLC                      10-71417   09/03/10
Artzi One, LLC                         10-_____   __/__/10
Israel Avenue, LLC                     10-71420   09/03/10


BASIS YIELD: Goldman Sachs Seeks to Toss $1.6 Billion Suit
----------------------------------------------------------
Bankruptcy Law360 reports that Goldman Sachs Group Inc. has argued
that Basis Yield Alpha Fund can't bring its $1.6 billion suit in
the U.S. alleging Goldman's sale of subprime mortgage-backed
securities drove the Australian hedge fund into insolvency because
the transaction occurred in Australia.

According to Law360, the investment bank pressed the U.S. District
Court for the Southern District of New York on Wednesday to toss
the suit, alleging that Basis executed the transaction in
Australia.

                          About Basis Yield

Basis Yield Alpha Fund (Master) is a Cayman Islands mutual fund.
It operates as a master-feeder structure that allows investors'
funds to be channeled through two companies operating in a
single jurisdiction to a "master" company operating in the same
jurisdiction.  These two feeder funds are Basis Yield Alpha Fund
(US), a US feeder fund for US taxable investors, and Basis Yield
Alpha Fund, a non-US feeder for all other investors.

On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul
Andrew Billingham filed a chapter 15 petition for Basis Yield
(Bankr. S.D.N.Y. Case No. 07-12762).  Karen Dine, Esq. at
Pillsbury Winthrop Shaw Pittman LLP, represented the petitioners.

The U.S. Bankruptcy Court dismissed Basis Yield's Chapter 15
case on April 30, 2008.


BERNARD MADOFF: Merkin Investors Awarded $12.7MM in Dispute
-----------------------------------------------------------
David Voreacos at Bloomberg News reports that investors in J. Ezra
Merkin's Gabriel Capital LP, a feeder fund for Ponzi schemer
Bernard Madoff, were awarded $12.7 million by a panel of
arbitrators.

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.


BIO-KEY INT'L: Posts $234,800 Net Income in June 30 Quarter
-----------------------------------------------------------
Bio-Key International Inc. filed its quarterly report on Form
10-Q, reporting net income of $234,816 on $1.43 million of total
revenues for the three months ended June 30, 2010, compared with
net income of $139,770 on $280,685 of total revenues for the same
period a year earlier.

The Company's balance sheet at June 30, 2010, showed $6.86 million
in total assets, $1.86 million in total liabilities, and
$2.10 million in stockholders' equity.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6a0e

                           About BIO-key

Wall, N.J.-based BIO-key International, Inc. (OTC BB: BKYI)
-- http://www.bio-key.com/-- develops and markets advanced
fingerprint identification biometric technology and software
solutions.

CCR LLP, in Westborough, Mass., expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's results for the year ended Dec. 31, 2009.
The independent auditors noted of the Company's substantial net
losses in recent years and accumulated deficit.


BLACK CROW: GECC Wants Court to Rule Against Consolidation
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that secured lender General Electric Capital Corp. filed a
lawsuit on Aug. 31 asking U.S. Bankruptcy Judge Paul M. Glenn to
declare that substantive consolidation is improper in the Chapter
11 case of Black Crow Media Group LLC and its units. GECC, owed
$38.9 million as of the Petition Date, said it relied on each
company being a separate entity when it made the loans.

According to Mr. Rochelle, Black Crow had told the bankruptcy
judge at a hearing that it intended to propose a plan based on
substantive consolidation.  In a substantive consolidation,
creditors would have a claim against one pot of assets rather than
against the individual company obligated on the debt.

Judge Glenn, according to Mr. Rochelle, ruled in July that Black
Crow's exclusive right to propose a plan won't be extended beyond
Nov. 8 "unless truly extraordinary circumstances occur which could
not have been reasonably anticipated."

                         About Black Crow

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172).  The
Company's affiliates -- Black Crow Media, LLC, et al. -- also
filed separate Chapter 11 petitions.  Mariane L. Dorris, Esq., and
R Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, assist
the Company in its restructuring effort.  The Company estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million in its Chapter 11 petition.


BLUE KNIGHT: Unit Inks Throughput Capacity Agreement With Vitol
---------------------------------------------------------------
BKEP Crude, L.L.C., a subsidiary of Blueknight Energy Partners,
L.P., and Vitol Inc. entered on Aug. 31, 2010, into a Throughput
Capacity Agreement.  The membership interests of Blueknight Energy
Partners G.P., L.L.C., the general partner of the Partnership, are
owned by Blueknight Energy Holding, Inc.  Blueknight Holding and
Vitol Inc. are affiliated entities as both companies are
indirectly owned by Vitol Holding B.V.

Pursuant to the Throughput Agreement, Vitol Inc. will purchase
100% of the throughput capacity on BKEP Crude's Eagle North
Pipeline System.  BKEP Crude currently intends to put the Eagle
North Pipeline System into service in the fourth quarter of 2010.
Vitol Inc. will pay BKEP Crude a prepaid fee equal to $5.5 million
and additional usage fees for every barrel delivered by or on
behalf of Vitol Inc. on the system.  In addition, if the payments
made by Vitol Inc. in any contract year under the Throughput
Agreement are in the aggregate less than $2,364,892, then Vitol
Inc. will pay BKEP Crude a deficiency payment equal to $2,364,892
minus the aggregate amount of all payments made by Vitol Inc.
during such contract year.

The Throughput Agreement has a term that extends for four years
after the Eagle North Pipeline System is completed and may be
extended by mutual agreement of the parties for additional one-
year terms.  If the capacity on the Eagle North Pipeline System is
unavailable for use by Vitol Inc. for more than 60 days, whether
consecutive or nonconsecutive, during the term of the Throughput
Agreement, then Vitol Inc. shall have the right to terminate the
Throughput Agreement within six months after such lack of
capacity.  BKEP Crude has previously contracted to provide
throughput services on the Eagle North Pipeline System to a third
party and Vitol Inc.'s rights to the capacity of the Eagle North
Pipeline System are subordinate to the rights of such third party.

In addition, for so long as a default by Vitol Inc. relating to
payments under the Throughput Agreement has not occurred and is
continuing, BKEP Crude will remit to Vitol Inc. any and all
tariffs and deficiency payments received by BKEP Crude or its
affiliates from such third party pursuant to its agreement with
BKEP Crude.  Entering into the Throughput Agreement was approved
by the Conflicts Committee of the General Partner's Board of
Directors in accordance with the Partnership's procedures for
approval of related party transactions and the provisions of its
partnership agreement.

                    About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- owns and operates a diversified
portfolio of complementary midstream energy assets consisting of
approximately 8.2 million barrels of crude oil storage located in
Oklahoma and Texas, approximately 6.7 million barrels of which are
located at the Cushing Oklahoma Interchange, approximately 1,300
miles of crude oil pipeline located primarily in Oklahoma and
Texas, approximately 185 crude oil transportation and oilfield
services vehicles deployed in Kansas, Colorado, New Mexico,
Oklahoma and Texas and approximately 7.2 million barrels of
combined asphalt and residual fuel storage located at 45 terminals
in 22 states.  BKEP provides integrated terminalling, storage,
processing, gathering and transportation services for companies
engaged in the production, distribution and marketing of crude oil
and asphalt product.  BKEP's general partner is controlled by
Vitol Holding B.V. and its affiliates, which are engaged in the
global physical supply and distribution of crude oil, petroleum
products, coal, natural gas and other commodities.  BKEP is based
in Oklahoma City, Oklahoma and Tulsa, Oklahoma.

The Company's balance sheet at June 30, 2010, showed
$297.3 million in total assets, $447.2 million in total
liabilities, and a partners' deficit of $149.9 million.

                           *     *     *

PricewaterhouseCoopers LLP, in Tulsa, Okla., in its report on the
Partnership's financial statements for the year ended December 31,
2009, expressed substantial doubt about its ability to continue as
a going concern.  The independent auditors noted that the
Partnership has substantial long-term debt, a deficit in partners'
capital, and significant litigation uncertainties.


BOBBY GAVLIK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: Bobby Joe Gavlik
                 dba 2 Gavliks LLC
                     All American Car Wash
                     Gavlik's Automotive
               Esmeralda Gavlik
               6218 Michaux
               Corpus Christi, TX 78414

Bankruptcy Case No.: 10-20703

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Patricia Reed Constant, Esq.
                  800 N. Shoreline, Suite 320 S
                  Corpus Christi, TX 78401-3733
                  Tel: (361) 887-1044
                  Fax: (361) 887-1043
                  E-mail: prconstant@swbell.net

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

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

The Joint Debtors did not file a list of their largest unsecured
creditors together with their petition.


BROWN PUBLISHING: Court Okays $21.8-Mil. Sale to Lenders Group
--------------------------------------------------------------
Lisa Cornwell at The Associated Press reports that Judge Dorothy
Eisenberg of the U.S. Bankruptcy Court for the Eastern District of
New York issued an order Friday approving the sale of most assets
of Ohio-based newspaper chain Brown Publishing Co. to Ohio
Community Media LLC, which was formed by the Company's lenders,
for about $21.8 million.  According to the AP, court records show
Pittsburgh-based PNC Bank is part of the media group.

The AP relates the judge also approved sale of Brown Publishing's
New York newspaper group, Dan's Papers Inc., to Dan's Papers
Holdings LLC for about $1.8 million.

                        About Brown Publishing

Headquartered in Cincinnati, Ohio, The Brown Publishing Company
owns business publications in Ohio, Utah, Texas, South Carolina,
New York, and Iowa.  Brown publishes 15 daily, 32 weekly, 11
business and 41 free publications.  There are also 51 websites.
Seventy-eight of the publications are in Ohio. Brown publishes
Dan's Papers, the weekly newspaper with the largest circulation in
the area of eastern Long Island, New York, known as the Hamptons.
Brown also publishes the Montauk Pioneer, which it calls the
official newspaper of Montauk, New York.

The Company filed for Chapter 11 bankruptcy protection on
April 30, 2010 (Bankr. E.D.N.Y. Case No. 10-73295).  Edward M.
Fox, Esq., at K&L Gates LLP, assists the Company in its
restructuring effort.  The Company estimated $10 million to
$50 million in assets and debts in its Chapter 11 petition.


BV JORDANELLE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: BV Jordanelle, LLC
        901 Pier View Drive, Suite 201
        P.O. Box 51298
        Idaho Falls, ID 83405

Bankruptcy Case No.: 10-32121

Chapter 11 Petition Date: September 2, 2010

Court: U.S. Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: R. Kimball Mosier

Debtor's Counsel: Michael R. Johnson, Esq.
                  RAY QUINNEY & NEBEKER P.C.
                  36 South State Street, Suite 1400
                  P.O. Box 45385
                  Salt Lake City, UT 84145-0385
                  Tel: (801) 532-1500
                  Fax: (801) 532-7543
                  E-mail: mjohnson@rqn.com

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

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

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

The petition was signed by Cortnery Liddiard, president of BV
Management Services, Inc., manager.


BWP TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: BWP Transport, Inc.
        P.O. Box 517
        Saint Clair, MI 48079

Bankruptcy Case No.: 10-67778

Chapter 11 Petition Date: September 3, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Geoffrey T. Pavlic, Esq.
                  Tracy M. Clark, Esq.
                  STEINBERG, SHAPIRO & CLARK
                  25925 Telegraph Road, Suite 203
                  Southfield, MI 48033-2518
                  Tel: (248) 352-4700
                  Fax: (248) 352-4488
                  E-mail: pavlic@steinbergshapiro.com
                          clark@steinbergshapiro.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/mieb10-67778.pdf

The petition was signed by Sandra Lickwala, president.


CALIFORNIA COASTAL: Luxor Exit Financing Commitment Has Expired
---------------------------------------------------------------
In a regulatory filing Wednesday, California Coastal Communities,
Inc., discloses that on August 31, 2010, its previously announced
exit financing commitment from Luxor Capital Group, LP, in the
amount of $184 million expired, which commitment was intended to
refinance the Debtor's $181.5 million of existing project debt and
related costs to allow it to emerge from its Chapter 11
bankruptcy.  The Company says it continues to have discussions
with its stakeholders regarding a consensual restructuring.

                    About California Coastal

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

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

California Coastal has submitted a proposed reorganization plan.
The Court has yet to confirm the Plan.


CANAAN VALLEY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Canaan Valley Ranch Development, LLC
        P.O. Box 955
        Anna Maria, FL 34216

Bankruptcy Case No.: 10-21538

Chapter 11 Petition Date: September 3, 2010

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

Judge: Michael G. Williamson

Debtor's Counsel: Don M. Stichter, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: dstichter.ecf@srbp.com

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

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

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

The petition was signed by John Pace, managing member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Noah's Ark Enterprise, Inc.            10-21537    09/03/10


CAPITAL CREATION: Appeals Ct. Reverses JLGA Contempt Order
----------------------------------------------------------
Joshua L. Gottlieb, principal of J.L. Gottlieb Agency, Inc., and
Charles M. Hall, records custodian of defendant JLGA, appeal from
the order of the trial court that found them in contempt of court
and awarded sanctions to Coventry Group, Inc., in connection with
their failure to respond to discovery requests propounded to JLGA.
Messrs. Gottlieb and Hall additionally challenge the trial court's
denial of their motion for relief from judgment.

On October 4, 2006, Coventry filed a complaint against JLGA.  In
relevant part, it alleged that JLGA is the successor to Capital
Creation Co., and that Coventry and CCC entered into an agreement
to procure corporate owned life insurance policies for the
Charming Shoppes, and to share the revenue generated from such
policies.  Coventry asserted that in a judgment entered in the
United States District Court for the Northern District of Ohio on
October 7, 2003, CCC was ordered to pay Coventry $713,789.

CCC filed a voluntary bankruptcy petition pursuant to 11 U.S.C.
Sec. 301 in the Bankruptcy Court for the Northern District of
Ohio, Eastern Division on March 4, 2004.  To date, Plaintiff has
not received any distributions from the CCC bankruptcy estate.  As
a result, the judgment remains unsatisfied.  JLGA, through its
agents, has asserted that JLGA is a successor and mere
continuation of CCC.

A three-judge panel in the Court of Appeals of Ohio, Eighth
District, Cuyahoga County, on September 2, 2010, held that the
order of contempt is reversed, the award of sanctions is vacated,
and the matter is remanded to the trial court for further
proceedings.  The order denying their motion for relief from
judgment, which was initially challenged in a separate appeal,
App. No. 94058, was dismissed for lack of a final order, and is
now moot.

The case is Coventry Group, Inc. v. J.L. Gottlieb Agency, Inc.,
case no. No. 94185 (Ohio Ct. App., Cuyahoga County).  Ann Dyke,
Christine T. McMonagle, and Larry A. Jones preside over the case.
A copy of the decision is available at no charge at:

     http://www.leagle.com/unsecure/page.htm?shortname=inohco20100902381

JLGA is represented in the case by:

          Richard A. Baumgart, Esq.
          Lisa A. Meyer, Esq.
          DETTELBACH, SICHERMAN & BAUMGART
          1801 East Ninth Street, Suite 1100
          Cleveland, OH 44114-3169

Coventry is represented by:

          Richard M. Knoth, Esq.
          Breaden M. Douthett, Esq.
          James A. Slater, Jr., Esq.
          BAKER & HOSTETLER, LLP
          3200 National City Center
          1900 East Ninth Street
          Cleveland, OH 44114-3485

              - and -

          Peter Turner, Esq.
          28601 Chagrin Blvd., Suite 500
          Cleveland, OH 44122

                      About Capital Creation

Based in Beachwood, Ohio, The Capital Creation Co., Inc., aka The
CCC Financial Organization or Joshua Holdings Agency, was a
security holder.  It filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 04-12595) on March 4, 2004.

Judge Pat E. Morgenstern-Clarren presided over the case.  David M.
Neumann, Esq., at Benesch, Friedlander, Coplan & Aronoff LLP,
served as the Debtor's bankruptcy counsel.  The Debtor estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
debts in its petition.


CATHOLIC CHURCH: Spokane's Skylstad Endorses New Bishop
-------------------------------------------------------
Bishop William S. Skylstad said goodbye to The Catholic Diocese of
Spokane Diocese and endorsed the new bishop, Blase Cupich, in a
letter posted in the Diocese's Web site and the Diocese's
newspapers.

In his letter, Bishop Skylstad expressed his gratitude for the
spiritual journey he has taken and will continue to take.  He
referred to The Catholic Church as a remarkable institution, not
without "imperfections and continued need for redemption."

"As we look to our Church, it is so easy to be fixated by her
failings and by cynicism.  Yet neither of those two are qualities
of the Gospel.  On the other hand, so many see our community as a
great blessing, even though always in need of the saving grace of
the Lord Jesus.  They trust in the saving power of our God.  They
are resilient and full of hope," he pointed out.

Bishop Skylstad said installation of Bishop Blase Cupich
(pronounced SOO-pitch) will be on Friday morning, Sept. 3, at 11
a.m. at McCarthey Center on the campus of Gonzaga University.

Bishop Skylstad urged members of the Spokane community to come to
the installation.

                   About The Diocese of Spokane

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

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


CELL THERAPEUTICS: Proposes to Amend 2007 Equity Incentive Plan
---------------------------------------------------------------
Cell Therapeutics Inc. made on Aug. 6, 2010, available to
shareholders its proxy statement describing the matters to be
voted upon at the Company's Annual Meeting of Shareholders to be
held at 10:00 a.m. Pacific Daylight Time (PDT) on Thursday,
September 16, 2010, at 501 Elliott Avenue West, Suite 400,
Seattle, Washington.

At the Annual Meeting, shareholders are being asked, among other
things, to vote on a proposal to approve an amendment to the
Company's 2007 Equity Incentive Plan, as amended and restated to
increase the number of shares available for issuance under the
2007 Equity Plan by 45,000,000 shares.

In order to facilitate shareholder approval of the amendment to
the 2007 Equity Plan, the Company is revising its proposed
amendment to the 2007 Equity Plan to reduce the proposed increase
in the number of shares subject to the 2007 Equity Plan from
45,000,000 shares to 40,000,000 shares.

The reduced proposal of 40,000,000 shares conforms to the proposal
that was presented to shareholders at the Company's Special
Meeting of Shareholders, which was adjourned on June 29, 2010.
The Company's Board of Directors approved the reduction in the
proposed share increase on August 23, 2010.

A full-text copy of the 2007 Equity Incentive Plan, as to be
amended, is available for free at
http://ResearchArchives.com/t/s?6a0f

                     About Cell Therapeutics

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

                       Going Concern Doubt

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

                      Bankruptcy Warning

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


CHARLES FRIENDS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Joint Debtors: Charles N. Friends
               Patricia A. Friends
               9425 Prestwick Club Drive
               Duluth, GA 30097-2474

Bankruptcy Case No.: 10-85636

Chapter 11 Petition Date: September 2, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Mark E. Scott, Esq.
                  THE BARRISTER LAW GROUP
                  3325 Paddocks Parkway, Suite 140
                  Suwanee, GA 30024
                  Tel: (770) 529-3476

Scheduled Assets: $1,793,835

Scheduled Debts: $925,177

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


CHRISTOS DIMAS: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Christos Dimas
        8650 W. Madison Drive
        Niles, IL 60714

Bankruptcy Case No.: 10-39710

Chapter 11 Petition Date: September 3, 2010

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

Judge: A. Benjamin Goldgar

Debtor's Counsel: Julia Jensen Smolka, Esq.
                  DIMONTE & LIZAK, LLC
                  216 West Higgins Road
                  Park Ridge, IL 60068
                  Tel: (847) 698-9600 Ext. 231
                  Fax: (847) 698-9623
                  E-mail: jjensen@dimonteandlizak.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-39710.pdf


CIRCUIT CITY: $38.48 Mil. in Claims Change Hands in August
----------------------------------------------------------
The Clerk of the Bankruptcy Court recorded the transfer of
Claims against Circuit City Stores Inc. and its units, totaling
$38,477,046 for the month of August 2010:

Transferor           Transferee           Claim No.   Claim Amt.
----------           ----------           --------    ----------
BBD Rosedale LLC     Liquidity Solutions,    12520      $776,107
                     Inc.                    13812        54,907

BPP-CONN, LLC        CCMS 2005-CD1 Hale      12937     1,148,434
                     Road, LLC

BPP-OH, LLC          CGCMT 2006-C5           12981       797,263
                     Glenway Avenue, LLC

BPP-NY, LLC          DMARC 2006-CD2          12417     1,208,585
                     Poughkeepsie, LLC

BPP-VA, LLC          DMARC 2006-CD2          13076       932,010
                     Davidson Place, LLC

Birch Rea Partners   Blue Heron Micro         5537         6,000
                     Opportunities Fund,
                     LLP

Bustillo Hernandez   Argo Partners          595576         6,165
Roberto

CC Kingsport 98,     CMAT 1999-C2 Idle       12167       488,508
LLC                  Hour Road, LLC

Chattanooga Free     Longacre Opportunity     4595        31,238
Press                Offshore Fund, Ltd.

Chattanooga          Longacre Opportunity        -        31,238
Publishing Co Inc.   Offshore Fund, Ltd.       757        15,168

Cofal Partners LP    Contrarian Funds,       12372       589,494
                     LLC

Compuvest            Liquidity Solutions,    13071        30,634
Corporation          Inc.

Congressional North  VonWin Capital           7539        20,184
Associates LP        Management, LP          12799     1,135,278
                                             13174        62,030
                                             14561     1,150,212

Credit Suisse        Credit Suisse Loan        128     4,905,048
International        Funding LLC              2295     6,627,475

Crown CCI, LLC       WBCMT 2005-C21 South    12356     1,864,939
                     Ocean Gate Avenue       13467        68,381
                     Limited Partnership

Daily News Record    Argo Partners          595696         7,670

Enid Two LLC         United States Debt      12819     1,075,762
                     Recovery V, LP

Epsilon Interactive  Liquidity Solutions,     7203       653,119
Inc                  Inc.

FRO LLC IX           United States Debt       8614     1,396,114
                     Recovery V LP

Hamilton Security    Argo Partners             250        19,505
& Investigations

Howells Heating &    Liquidity Solutions,     3186        14,739
AC                   Inc.

ICT Group Inc        Liquidity Solutions,     3031       265,217
                     Inc.

Kelley, Walter W.    Corre Opportunities      7589        61,610
For Sherwood         Fund, L.P.
Properties LLC

Metro Signs Inc.     Blue Heron Micro            -         1,860
                     Opportunities Fund,
                     LLP

Millstein            Liquidity Solutions,     8935       594,727
Industries LLC       Inc.

Onkyo USA            Credit Suisse             128     4,905,048
Corporation          International            2295     6,627,475

PuntoAparte          VonWin Capital         Sched F          204
Communications,      Management, LP          11417       162,566
Inc                                          13276       197,424

Sherwood Properties  Corre Opportunities      1226        64,637
LLC                  Fund, L.P.              12487        65,038
                                             12489       417,303
                                             12490        20,297

WPVI IV              Argo Partners            6850        18,530

Weiser Security      Liquidity Solutions,    12242        17,082
Services Inc         Inc.

Winchester Star The  Argo Partners          595687         7,539

Wyoming Tribune      Blue Heron Micro         1055         2,663
Eagle                Opportunities Fund,
                     LLP

As of August 31, 2010, the total amount of claims traded for the
month is less than the total amount of transferred claims in
July, which aggregated $217,098,574.

              Wyoming Tribune Objects to Transfer

L.D. Catalano of Wyoming Tribune-Eagle filed a letter with the
Court objecting to the transfer of Wyoming Tribune's $2,663
claim, Claim No. 1055, to Blue Heron Micro Opportunities Fund,
LLP.  According to the letter, as of August 30, 2010, payment for
the transfer has not been received.  Wyoming Tribune wants to
retain its claim in the Debtors' bankruptcy.

                       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 relief under Chapter 11 of the Bankruptcy Code on
November 10, 2008 (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: CarMax Sues to Claim Rights to Carmax Trail Asset
---------------------------------------------------------------
CarMax Auto Superstores, Inc., doing business as CarMax, in its
complaint against Circuit City Stores, Inc., asks the U.S.
Bankruptcy Court:

  (i) To determine and adjudicate the rights of CarMax and
      Circuit City to a certain "CarMax Trail Asset";

(ii) To find and declare that Circuit City is obligated to
      transfer or deliver, or cause the applicable Circuit City
      subsidiary to transfer and deliver the CarMax Trail Asset
      to CarMax;

(iii) To order Circuit City to perform its obligations under
      a Separation Agreement by transferring and delivering the
      CarMax Trail Asset to CarMax; and

(iv) To temporarily and permanently enjoin Circuit City and its
      agents, attorneys or subsidiaries from transferring the
      CarMax Trail Asset to any other entities other than
      CarMax.

When it was formed, CarMax was a direct wholly owned subsidiary
of Circuit City.  CarMax has operations at 8520 Glenwood Avenue,
in Raleigh, North Carolina.  In March 1994, Circuit City acquired
land at the Store Location by two deeds.  In connection with its
development of the CarMax store at the Store Location, Circuit
City dedicated a portion of the Original Property to the City of
Raleigh for the construction and maintenance of a road known as
CarMax Trail.  Circuit City also dedicated other portions of the
Original Property to the City for other public rights of way that
are not at issue in the Complaint, W. Alexander Burnett, Esq., at
Williams Mullen, in Richmond, Virginia --
aburnett@williamsmullen.com -- relates.

When Circuit City dedicated CarMax Trail to the City, however,
the Debtor reserved a one-foot strip running along the northern
side of CarMax Trail for itself and retained 14,201 acres for the
development of the CarMax store -- the Site.  In November 1994,
Circuit City conveyed the Site to CMNC Limited Partnership, which
simultaneously leased the site back to the Debtor, Mr. Burnett
informs the Court.

In 1998, the City abandoned CarMax Trail.  Under North Carolina
law, the right of way reverts to the adjoining property owners,
each owner being entitled to the portion of the road adjoining
its property to the center line of the road, Mr. Burnett notes.

One half of the road, therefore, joined with and became part of
the Site, which was owned by CMNC.  The other half of the road
joined with the one-foot strip -- together, the CarMax Trail
Asset -- that Circuit City reserved along the northern line of
CarMax Trail, according to Mr. Burnett.

On May 21, 2002, CarMax and Circuit City entered into a
Separation Agreement, which made CarMax an independent,
separately traded public company.  Pursuant to the Separation
Agreement, Circuit City agreed to transfer, convey, assign and
deliver all of its interest in certain real property, which
includes the Store Location, including the CarMax Trail Asset, to
CarMax.  Circuit City also assigned its interest in and to the
Lease to CarMax on May 22, 2002, Mr. Burnett says.

On January 30, 2008, CarMax and Raleigh NC Associates, the
successor-in-interest of CMNC, amended the Lease to add the
Southern Road Portion to the description of the property subject
to the Lease.

On July 9, 2010, CarMax notified Circuit City that the CarMax
Trail Asset was not properly conveyed to CarMax as it should have
been pursuant to the Separation Agreement.  According to Mr.
Burnett, Circuit City or its attorneys or agents received the
Notice Letter on July 13, 2010.

As of August 24, 2010, Circuit City has not transferred and
delivered, or caused the applicable Circuit City Subsidiary to
transfer and deliver the CarMax Trail Asset to CarMax.

                       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 relief under Chapter 11 of the Bankruptcy Code on
November 10, 2008 (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).


CMG HOLDINGS: June 30 Balance Sheet Upside-Down by $1 Million
-------------------------------------------------------------
CMG Holdings, Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $459,662 for three months ended June 30,
2010, compared with net income of $189,300 for the same period
ending 2009.  Revenue was $1,567,654 for the three months ended
June 30, 2010, compared with $1,845,357 during the same period in
2009.

The Company's balance sheet at June 30 showed total assets of
$2,180,867, total liabilities of $3,219,979, and a stockholders'
deficit of $1,039,112.

According to the Form 10-Q, the Company has an accumulated deficit
and a working capital deficit as of June 30.  In response to these
conditions, the Company raised additional capital through the sale
of equity securities, through an offering of debt securities or
through borrowings from financial institutions or individuals.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6ac2

                     About CMG Holdings, Inc.

Miami, Florida-based CMG Holdings, Inc., is a marketing, sports,
entertainment and management services company.  The Company
operates in the sectors of talent management, event management,
and commercial rights.

                       Going Concern Doubt

MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
December 31, 2009.  The independent auditors noted that the
Company has suffered recurring losses from operations and has a
working capital deficit as of December 31, 2009.


COHARIE HOG: Plan Contemplates Liquidation of Assets to Pay Claims
------------------------------------------------------------------
Coharie Hog Farm, Inc., submitted to the U.S. Bankruptcy Court for
the Eastern District of North Carolina a proposed Plan of
Reorganization.

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

The Plan provides for the continued liquidation of all of the
Debtor's assets, for the treatment and payment of claims, and for
the distribution of resulting asset liquidation proceeds.  D. M.
Faircloth is marketing the feed mill in Turkey, North Carolina, in
behalf of the Debtor.  The Debtor related that if a third party
sale of the feed mill cannot be arranged, D. M. Faircloth agreed
to purchase, either directly or through an entity controlled by
him, the feed mill for the outstanding balance of the Branch Bank
and Trust Company loans, including principal and any unpaid
interests, costs fees and attorneys' fees.

The Debtor scheduled a September 13, 2010, hearing on its motion
to sell the feed mill.

Under the Plan, the Debtor will make partial pro rata distribution
to holders of unsecured claims by January 1, 2011, after payment
to or escrow of sufficient funds to pay secured creditors in full.
Holders of interests in the Debtor will receive no payment and
will be extinguished.

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

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

                      About Coharie Hog Farm

Coharie Hog Farm filed for Chapter 11 protection on Nov. 6, 2009
(Bankr. E.D. N.C. Case No. 09-09737). Terri L. Gardner, Esq., at
Nelson Mullins Riley & Scarborough, LLP, represents the Debtor in
its Chapter 11 effort.  The Company disclosed $51,363,099 in
assets and $51,432,306 in liabilities as of the Petition Date.


CONSTITUTIONAL CASUALTY: A.M. Best Downgrades FSR to 'D'
--------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to D
(Poor) from C+ (Marginal) and issuer credit rating to "c" from "b-
" of Constitutional Casualty Company (Constitutional) (Chicago,
IL).  The outlook for both ratings is negative.

The rating actions reflect Constitutional's weak level of
capitalization following several years of underwriting losses and
its trend of negative operating income.  The recent operating
losses were significant and reflect the company's geographic
concentration of risk that exposes it to weather-related events.

These negative factors are partially offset by the company's five-
year average pure loss ratio that was slightly better than the
composite average.  The rating outlook is based on the potential
for continued deterioration of capital and disruption of the
company's operating strategies.


DANIEL BISHOP: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Daniel Lee Bishop
        17235 2 Mile Road
        Franksville, WI 53126

Bankruptcy Case No.: 10-34542

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtor's Counsel: Paul A. Strouse, Esq.
                  413 N. 2nd Street, Suite 150
                  Milwaukee, WI 53203
                  Tel: (414) 390-0820
                  E-mail: plstrouse@aol.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 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wieb10-34542.pdf


DIAMOND RESORTS: S&P Raises Corporate Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating for Diamond Resorts Parent LLC to 'B-' from 'CCC+' and
removed it from CreditWatch, where it was placed with positive
implications Aug. 3, 2010.  The rating outlook is positive.

At the same time, S&P assigned Diamond Resorts Corporation's
$425 million senior secured notes due 2018 S&P's 'B-' issue-level
rating (at the same level as the 'B-' corporate credit rating on
the parent company) with a recovery of '4', indicating S&P's
expectation for average (30% to 50%) recovery for noteholders in
the event of a payment default.  The company used the proceeds to
repay its revolving, first-lien, and second-lien credit
facilities.

The upgrade in the corporate credit rating to 'B-' reflects the
successful closing of Diamond's notes issue, which refinanced the
company's credit facilities that were maturing over the next few
years, and the refinancing on Aug. 31, 2010 of its $64.6 million
364-day conduit facility, which provides intermediate-term
operating liquidity.  The rating is based on the company's
somewhat weak EBITDA and funds from operations coverage of
interest in the low- to mid-1x area (by S&P's measure of
consolidated EBITDA and S&P's measure of coverage, including
securitization interest expense) and high debt leverage in the 6x
to 7x area over the next few years.  The rating also reflects
Diamond's reliance on external sources of capital to achieve its
current sales budget.  These factors are somewhat tempered by the
company's well developed and cash flow positive management
business, and solid contracts with homeowners' associations that
currently allow for some inventory recapture at a lower cost than
expenditure levels historically invested in resort development.

S&P's measure of EBITDA differs from the company's calculation, as
S&P add back some noncash items to operating income, but only cost
of vacation ownership interests sold net of the company's use of
cash to repurchase defaulted VOI inventory.  In the event the
company restarts its historical investment strategy of resort
development, which seems unlikely over the next three to five
years, S&P would take a more conservative view of measuring EBITDA
without adding back the cost of VOI sales.  S&P expects its
measure of EBITDA coverage of interest to be 1.4x in 2010 and its
measure of FFO coverage of interest to be 1.3x.  S&P expects both
of these coverage measures to improve modestly to the mid-1x area
in 2011.  This incorporates S&P's assumption that cash sales will
comprise 50% to 70% of VOI sales in 2010 and 2011, and that
revenue and cash generated from the resort management business
will continue to improve modestly.  These measures are adequate
for the expected 'B-' rating given S&P's expectation that
Diamond's liquidity profile will continue to be supported by good
access to external financing through securitization and conduit
facility markets.  In S&P's view, conduit facility availability
represents an important alternative source of cash and provides
some cushion against potential periods of operating cash flow
decline.

The company's high debt leverage is also a key rating factor.  S&P
expects S&P's measure of adjusted debt to EBITDA to be about 7x in
2010 and 6x in 2011.  S&P's measure of debt is adjusted for
operating leases and includes conduit and securitization debt.
Management has, with some success, implemented a strategy starting
in 2008 to minimize timeshare development spending by focusing on
using cash to purchase defaulted timeshare inventory through
recovery and remarketing agreements with HOAs.  S&P believes that
this spending will continue at a level in the mid-$20 million area
over the next several years, which should allow Diamond to
maintain inventory levels in balance with its expectation for
customer sales demand.


DONALD BALDI: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Donald Thomas Baldi
               Doreen Riordan Sarama
               505 Bella Court
               Galloway, NJ 08205

Bankruptcy Case No.: 10-37389

Chapter 11 Petition Date: September 3, 2010

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

Judge: Gloria M. Burns

Debtor's Counsel: Ira Deiches, Esq.
                  DEICHES & FERSCHMANN
                  25 Wilkins Ave.
                  Haddonfield, NJ 08033
                  Tel: (856) 428-9696
                  Fax: (856) 795-6983
                  E-mail: ideiches@deicheslaw.com

Scheduled Assets: $837,647

Scheduled Debts: $1,051,850

A list of the Joint Debtors' 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb10-37389.pdf


DT MAYAN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: DT Mayan Palms Apartments, LP
          dba Mayan Palms Apartments
          aka Mayan Palms
         fdba The Willows on Hunnicut
        8201 Lockheed, Ste. 235
        El Paso, TX 79925

Bankruptcy Case No.: 10-31883

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: Leif M. Clark

Debtor's Counsel: Harrel L. Davis, III, Esq.
                  GORDON DAVIS JOHNSON & SHANE P.C.
                  P.O. Box 1322
                  El Paso, TX 79947-1322
                  Tel: (915) 545-1133
                  E-mail: vrust@eplawyers.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/txwb10-31883.pdf

The petition was signed by Richard Aguilar, manager of DT Mayan
Palms Mgmt, LLC it's general partner.


EDWARD RIZZI, JR.: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Edward C. Rizzi, Jr.
          aka JR Rizzi
        16036 Renwick
        Plainfield, IL 60555

Bankruptcy Case No.: 10-39669

Chapter 11 Petition Date: September 2, 2010

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

Judge: Jacqueline P. Cox

Debtor's Counsel: Bruce E. de'Medici, Esq.
                  SMITHAMUNDSEN
                  150 N. Michigan Avenue, Suite 3300
                  Chicago, IL 60601-7524
                  Tel: (312) 894-3200
                  Fax: (312) 894-3210
                  E-mail: bdemedici@salawus.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 four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-39669.pdf


ELITE PHARMA: Acquires Generic Naltrexone Product from Mikah
------------------------------------------------------------
Elite Pharmaceuticals, Inc., acquired an approved Abbreviated New
Drug Application for naltrexone hydrochloride 50 mg tablets from
Mikah Pharma LLC.  The brand product and its generic equivalents
had annual sales of approximately $14 million in 2009 and there
are currently three other approved generic manufacturers plus the
innovator.

The transfer of the ANDA will begin immediately and Elite expects
to begin manufacture of the product early next year.  Pursuant to
the agreement, Elite will be entitled to sell the drug in the
United States and its territories, including Puerto Rico, and has
licensed to Mikah the right to sell the drug in the remainder of
the world.

Elite also has entered into an agreement with Mikah for a product
to be developed.  Elite will be responsible for the formulation,
analytical development, clinical batch manufacture and validation
work for the product and will seek approval of the product from
the FDA pursuant to 505(b)2 of the Drug Price Competition Act.
Upon approval, Elite will manufacture the product and the parties
will negotiate in good faith a manufacturing and supply agreement
for the product.  Elite will also receive a royalty of five
percent of net sales after product launch and prior to the
introduction of the first generic of the product.

"These acquisition and development agreements continue our
strategy of leveraging the manufacturing and development expertise
of the company into products that we believe may generate positive
cash flow to support our research activities," stated Jerry
Treppel, Chairman and CEO.

                  About Elite Pharmaceuticals

Northvale, N.J.-based Elite Pharmaceuticals, Inc. (OTC BB: ELTP)
-- http://www.elitepharma.com/-- is a specialty pharmaceutical
company principally engaged in the development and manufacture of
oral, controlled-release products, using proprietary technology.
The Company has two products, Lodrane 24(R) and Lodrane 24D(R),
currently being sold commercially.

The Company's balance sheet at March 31, 2010, showed
$10.6 million in assets, $21.2 million of liabilities, and a
stockholders' deficit of $10.6 million.

Demetrius & Company, L.L.C., in Wayne, New Jersey, 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 the Company has experienced
significant losses and negative operating cash flows resulting in
a working capital deficiency and shareholders' deficit.


EMISPHERE TECHNOLOGIES: Bai Ye Feng Holds 8.84% of Shares
---------------------------------------------------------
Bai Ye Feng, based in Hong Kong, disclosed holding 4,720,165
shares or roughly 8.84% of the common stock of Emisphere
Technologies, Inc., as of August 25.

An aggregate of 45,000 shares of the Common Stock of the Company
are owned by Lighthouse Consulting Limited, a Hong Kong Company of
which Mr. Feng is principal.

                   About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.

The Company's balance sheet at June 30, 2010, showed $3.11 million
in total assets, $76.51 million in total liabilities, and a
$73.41 million stockholders' deficit.

As reported in the TCR on March 29, 2010, PricewaterhouseCoopers
LLP, in New York, which audited the Company's full-year 2009
results, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has experienced recurring operating losses, has
limited capital resources and has significant future commitments.

In the Form 10-Q for the quarter ended June 30, 2010, the Company
acknowledged, "We have limited capital resources and operations to
date have been funded primarily with the proceeds from
collaborative research agreements, public and private equity and
debt financings and income earned on investments."  The Company
said as of June 30, 2010 total cash was $700,000.

"We anticipate that we will continue to generate significant
losses from operations for the foreseeable future, and that our
business will require substantial additional investment that we
have not yet secured.  As such, we anticipate that our existing
cash resources, including the amounts provided by MHR in
connection with the July 2010 MHR Note but not accounting for an
approximately $2.6 million arbitration award in favor of the
Company's former CEO, will enable us to continue operations
through approximately August 31, 2010 or earlier if unforeseen
events arise that negatively affect our liquidity.  However, this
expectation is based on the current operating plan that could
change as a result of many factors and additional funding may be
required sooner than anticipated.  These conditions raise
substantial doubt about our ability to continue as a going
concern," the Company said.


F&P PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: F&P Properties, LLC
        1030 N. Osage
        Nevada, MO 64772
        Tel: (417) 549-6700

Bankruptcy Case No.: 10-31031

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Western District of Missouri (Joplin)

Judge: Jerry W. Venters

Debtor's Counsel: Richard A. Koehler, Esq.
                  P.O. Box 416
                  Butler, MO 64730-0416
                  Tel: (660) 679-3404
                  Fax: (660) 679-3279
                  E-mail: raklawetc@yahoo.com

Scheduled Assets: $1,200,000

Scheduled Debts: $1,100,000

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

The petition was signed by Harold L. Fortner, Jr., managing
member.


FAIRPOINT COMMS: Court Allows $21 Mil. in Fees for Oct.-April
-------------------------------------------------------------
U.S. Bankruptcy Judge Burton Lifland awarded bankruptcy
professionals retained in FairPoint Communications' cases fees,
totaling $20,996,234, and allowed the reimbursement of expenses,
aggregating $1,266,834.

The Approved Fees and Expenses cover the period from October 2009
through April 2010.

Firm                      Period           Fees       Expenses
----                     ---------       --------     --------
Paul, Hastings, Janofsky  10/26/09-    $7,780,054     $739,212
& Walker LLP              04/30/10

AlixPartners, LLP         10/26/09-    $3,773,037     $239,738
                           04/30/10

Ernst & Young LLP         10/26/09-    $3,726,264      $63,392
                           04/30/10

Rothschild Inc.           10/26/09-    $1,950,000      $50,560
                           04/30/10

Andrews Kurth LLP         11/10/09-    $1,472,238      $61,093
                           04/30/10

Jeffries & Company, Inc.  11/10/09-      $855,000      $39,266
                           04/30/10

KPMG LLP                  03/04/10-      $662,926      $47,771
                           04/30/10

Altman Vilandrie &        12/01/09-      $275,440       $4,365
Company, Inc.             04/30/10

Quinn Emanuel Urquhart    10/26/09-      $202,338       $4,941
& Sullivan, LLP           04/30/10

Preti Flaherty Beliveau   11/01/09-       $60,094       $3,686
& Pachios, Chartered, LLP 11/30/09

Preti Flaherty Beliveau   12/01/09-       $82,813       $3,908
& Pachios, Chartered, LLP 12/31/09

Preti Flaherty Beliveau   01/01/10-      $132,464       $5,059
& Pachios, Chartered, LLP 01/31/10

Verrill Dana, LLP         12/03/09-       $23,566       $3,843
                           05/31/10

The Professionals filed their individual fee applications in
early July 2010.

The approved fees of Andrews Kurth reflect a voluntary reduction
by the firm of $12,000 in fees.  Similarly, the approved fees of
Paul Hastings reflect a voluntary reduction of $106,271.

The fees of Verrill Dana are approved, on a final basis.

Paul Hastings serves as counsel to the Debtors.  Quinn Emanuel is
the Debtors' conflicts counsel.  KMPG serves as the Debtors'
accountant.  Ernst & Young is auditor to the Debtors.  Rothschild
is the Debtors' financial advisor.  AlixPartners serves as
restructuring advisor to the Debtors.  Preti Flaherty is an
ordinary course professional employed by the Debtors.

Andrews Kurth is counsel to the Official Committee of Unsecured
Creditors.  Altman Vilandrie is the operational consultant to the
Creditors' Committee.  Verrill Dana is the Creditors' Committee's
special regulatory counsel.  Jeffries serves as the Creditors'
Committee's financial advisor.

                 About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry-leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection on
Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335).  Rothschild Inc.
is acting as financial advisor for the Company; AlixPartners, LLP
as the restructuring advisor; and Paul, Hastings, Janofsky &
Walker LLP is the Company's counsel.  BMC Group is claims and
notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

(FairPoint Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


FENDER MUSICAL: S&P Gives Negative Outlook, Affirms 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Scottsdale, Ariz.-based Fender Musical Instruments
Corp. to negative from stable.  At the same time, S&P affirmed the
'B' corporate credit rating on the company.

In addition, S&P affirmed the 'B' issue-level rating on Fender's
senior secured debt.  The recovery rating is '3', which indicates
S&P's expectation of meaningful (50% to 70%) recovery for lenders
in the event of payment default.

"The revised outlook to negative from stable reflects the
deterioration in the company's credit metrics due to a material
increase in its backlog, and declines in revenue and margin,
following a supply disruption, and S&P's expectation that the
credit metrics will remain weak over the next six to nine months,"
said Standard & poor's credit analyst Jacqueline Hui.  The 'B'
rating on Fender reflects S&P's view of a highly leveraged
financial risk profile and participation in a challenging musical
instruments industry, which S&P believes supports a weak business
risk profile.  Other factors include the company's narrow business
focus and discretionary nature of its products.

Fender manufactures and markets guitars and other audio equipment
through a portfolio of brands, including Fender, Squier, Guild,
and Jackson.  Fender's product sales remain concentrated in
guitars; though, S&P believes the company diversified its product
portfolio and geographic reach with the 2007 KMC Music Inc.
acquisition.  S&P estimates that the company generates about 45%
of its sales outside of the U.S. A large portion of its
international sales are in Europe.  The company also has some
sales concentration with its largest customer, Guitar Center Inc.
(parent Guitar Center Holdings Inc. is rated B-/Stable/--).
Although Fender maintains strong brand recognition, S&P believes
sales remain vulnerable to economic cycles because of the somewhat
discretionary nature of its products.

The outlook is negative, reflecting the company's thin cash flow
measures and potential for further weakening credit measures if
the company's supply issues are not resolved and it impacts the
company's profitability during the important upcoming holiday
season.  S&P could consider a downgrade if the company is unable
to materially improve its backlog and credit measures further
weaken from its current levels over the second half of 2010, or if
liquidity becomes constrained.  S&P would expect some reduction in
its backlog, and interest coverage to increase to 1.7x by this
year-end and toward 2x over the next 12 months in order to sustain
its rating.


FIRST PHYSICIANS: June 30 Balance Sheet Upside-Down by $12.6MM
--------------------------------------------------------------
First Physicians Capital Group, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss attributable to First
Physicians of $2.1 million on $10.4 million of revenue for the
three months ended June 30, 2010, compared with a net loss
attributable to First Physicians of $3.4 million on $9.2 million
of revenue for the same period of 2009.

The Company's balance sheet at June 30, 2010, showed
$28.1 million in total assets, $28.3 million in total liabilities,
$191,000 in total non-redeemable preferred stock, $12.2 million in
total redeemable preferred stock, and a stockholders' deficit of
$12.6 million.

The Company has sustained operating losses since inception and had
an accumulated deficit of approximately $93.0 million as of
June 30, 2010.  This deficit has been funded primarily through
preferred stock financing, sales of promissory notes and cash
generated from operations.

At June 30, 2010, the Company had current liabilities of
$9.2 million and current assets of $8.3 million, for a working
capital deficit of $844,000.

"We will need additional capital to continue to maintain and
expand our operations and will endeavor to raise funds through the
sale of equity securities and other types of securities, issuance
of debt and revenues from operations; however, despite our
efforts, we may not be able to generate revenues from operations
or obtain sufficient capital on acceptable terms, if at all.  If
we are unable to obtain such capital or generate such operating
revenues it would have an adverse impact on our financial position
and results of operations and ability to continue as a going
concern."

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

               http://researcharchives.com/t/s?6ab9

                      About First Physicians

Based in Beverly Hills, Calif., First Physicians Capital Group,
Inc. (OTC BB: FPCG) -- http://www.firstphysicianscapitalgroup.com/
-- invests in and provides financial and managerial services to
physicians, physicians groups, and healthcare delivery centers in
non-urban markets in the U.S.


FLETCHER GRANITE: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Fletcher Granite Company of Georgia, LLC
        534 Groton Road
        Westford, MA 01886

Bankruptcy Case No.: 10-44443

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Melvin S. Hoffman

Debtor's Counsel: Laura Otenti, Esq.
                  POSTERNAK BLANKSTEIN & LUND LLP
                  Prudential Tower
                  800 Boylston Street
                  Boston, MA 02199
                  Tel: (617) 973-6100
                  E-mail: lotenti@pbl.com

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

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

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mab10-44443.pdf

The petition was signed by Steven C. Petrarca, director of The
O'Connor Group, Inc., CRO of Fletcher Granite Company, LLC,
manager.

Debtor-affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Fletcher Granite Company LLC          10-43884            08/02/10


FMI HOLDINGS: Taps Abakhan as Liquidators; Sr. Managers Let Go
--------------------------------------------------------------
FMI Holdings Ltd., formerly Forbes Medi-Tech Inc., appointed
Abakhan & Associates Inc. as liquidator effective September 1,
2010.  As a result of the appointment of Abakhan, all of the
senior management and staff of FMI Holdings were released from
their employment.  In addition, Joe Dunne, Greg Anderson and Nitin
Kaushal have stepped down as directors of the Company.  The
Company thanks all of the employees and directors for their
dedicated work.

According to a press release by FMI, in connection with the
liquidation of the Company, one distribution will be made to
shareholders.  The distribution will include the cash proceeds
realized from the sale of substantially all of the assets of the
Company to Pharmachem Laboratories Inc. less any payments made in
respect of the Company's remaining ongoing costs and liabilities.
The Company expects the net proceeds of the Liquidation to be in
the range of Cdn $0.50 to Cdn $0.58 per share.

The distribution is expected to occur within six months following
completion of a claims procedure that will be established under
the supervision of Abakhan.  It is expected that, following the
distribution, the Company's common shares will be cancelled and
de-listed from the OTCBB.  It is anticipated that the wind-up of
the Company will be completed in the first quarter of 2011,
although the ultimate timing of a distribution and the wind-up of
the Company may vary from what is expected. In addition, to the
extent that, among other things: (i) transaction and wind-up
costs; (ii) the Company's net cash position at closing; (iii) the
absence of unidentified claims; or (iv) foreign exchange rates
are, in each case, different than assumptions made by management,
shareholders may receive aggregate distributions amounting to less
than the range noted.  Accordingly, the Company can give no
assurances as to the total amount and timing of distributions to
the Company's shareholders.


FORD MOTOR: Says Market Share Gains Continue in August
------------------------------------------------------
Ford Motor Co. said consumer demand for its fresh lineup of high-
quality, fuel-efficient vehicles helped the company continue to
grow its retail market share in August for the 22nd time in the
last 23 months.

Ford, Lincoln and Mercury dealers delivered 157,503 new vehicles
in August, down 11 percent versus a year ago, when Ford outpaced
the industry during the "Cash for Clunkers" sales program.

Year-to-date, Ford sales totaled 1.28 million, up 18 percent -
double the growth of the overall industry.

"Ford continues to outperform the overall industry," said Ken
Czubay, Ford vice president, U.S. Marketing, Sales and Service.
"In this market, consumers are looking for vehicles that offer
industry-leading quality, fuel economy, safety and technologies,
and growing numbers of them are turning to Ford."

Last August, the Ford Focus and Escape were among the industry's
best sellers during the "Cash for Clunkers" program.  Even though
both products had strong sales results this August, they had large
declines against last year's record sales.

Products with higher sales than a year ago include:

  * Ford's popular F-Series truck, which posted one of its highest
    sales months in the last two years.  August sales totaled
    47,652, up 5 percent versus a year ago.  Year-to-date, F-
    Series sales totaled 338,446, making it the only U.S. vehicle
    to eclipse the 300,000 milestone in 2010.

  * Sales for Ford's E-Series van totaled 10,251, up 92 percent
    versus a year ago.  The E-Series van has been America's best-
    selling commercial van for 31 straight years; year-to-date
    sales totaled 74,608.

  * Taurus sales were 5,122 in August, up 51 percent.  The all-new
    Taurus debuted a year ago and has posted strong year-to-year
    increases every month since introduction.  Taurus year-to-date
    sales are more than double last year's sales.

  * Although total sales were down slightly from last August,
    Mustang retail sales are up 15 percent.

            Sales Outlook and North American Production

In the fourth quarter of 2010, Ford plans to produce 570,000
vehicles.  In the fourth quarter of 2009, the company Ford
produced 574,000.

"The Ford plan is to match capacity with the real demand, and we
continue to monitor the key economic indicators as we make
adjustments," Mr. Czubay said.  In the third quarter, Ford plans
to produce 570,000 vehicles, unchanged from the previously
announced level.

                          About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The Company provides financial
services through Ford Motor Credit Company.

Ford Motor's balance sheet at June 30, 2010, showed $179.75
billion in total assets, $183.29 billion in total liabilities, and
a $3.54 billion stockholders' deficit.

                            *     *     *

In August 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Ford Motor Co. and FordMotor Credit Co.
LLC to 'B+' from 'B-'.   "The upgrade reflects S&P's reassessment
of Ford's business risk profile to weak from vulnerable, and its
financial risk profile to aggressive from highly leveraged," said
Standard & Poor's credit analyst Robert Schulz.  S&P believes Ford
is making progress in stabilizing, and perhaps improving, its U.S.
market shares  Still, S&P believes underlying business risks
remain high.

Ford Motor and its unit, Ford Motor Credit, carry 'BB-' issuer
default ratings from Fitch Ratings.  In August 2010, when Fitch
raised the rating from 'B', it said, Ford's ratings reflect its
continued strong financial performance and the substantial debt
reduction accomplished in the second quarter."

Ford Motor has a 'B1' corporate family rating from Moody's.


FPD, LLC: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: FPD, LLC
        Oak Tree Landing
        600 Burr Oak Court
        Prince Frederick, MD 20678

Bankruptcy Case No.: 10-30424

Chapter 11 Petition Date: September 3, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Debtors' Counsel: G. David Dean, II, Esq.
                  Irving Edward Walker, Esq.
                  COLE SCHOTZ MEISEL FORMAN & LEONARD P.A.
                  300 E. Lombard Street, Suite 2000
                  Baltimore, MD 21202
                  Tel: (410) 528-2972
                       (410) 528-2970
                  Fax: (410) 230-0667
                  E-mail: ddean@coleschotz.com
                          iwalker@coleschotz.com

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

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

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Acorn Land, LLC,                      10-30437            09/03/10
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
Breezewood Homes, LLC                 10-30441            09/03/10
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
First Development Group, LLC          10-30443            09/03/10
  Assets: $10,000,001 to $50,000,000
  Debts: $10,000,001 to $50,000,000
MD Homes, LLC                         10-30444            09/02/10
Assets: $1,000,001 to $10,000,000
Debts: $1,000,001 to $10,000,000
NC Homes, LLC                         10-30445            09/03/10
Tidewater Land, LLC                   10-30446            09/03/10

Debtors' List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Rocker's Inc.                      Trade Payable          $414,479
8804 Avenue B
Sparrows Point, MD 21219

Jones of Annapolis Inc.            Trade Payable          $232,721
2056 General Highway
Annapolis, MD 21401

Celey's Plumbing Inc.              Trade Payable          $165,676
8991 NC Highwy 27 East
Benson, NC 27504

Stock Building Supply              Trade Payable          $128,112

L&L Carpet, Inc.                   Trade Payable          $112,080

Diverse Electrical Co., Inc.       Trade Payable          $109,843

Custom Home Exteriors              Trade Payable           $87,479

Pro-Build East                     Trade Payable           $84,502

William H. Metcalfe and Sons       Trade Payable           $80,978

William J. Keller & Sons           Trade Payable           $78,842

City of Raleigh                    Tax Payable             $77,644

Loflin HVAC Inc.                   Trade Payable           $75,077

Jose's Framers                     Trade Payable           $69,951

Coleman Floor Company Inc.         Trade Payable           $66,160

Merillat Industries Inc.           Trade Payable           $64,079

Eastern Building Components        Trade Payable           $61,234

JSR Construction, Inc.             Trade Payable           $56,214

Van Tech                           Trade Payable           $54,672

Bausum & Duckett, Inc.             Trade Payable           $54,129

Associated Plumbing                Trade Payable           $53,596

Residential Concrete Services      Trade Payable           $51,257

Scott Custom Builders              Trade Payable           $49,270

Ferguson Enterprises Inc.          Trade Payable           $48,741

Builders First Source Inc.         Trade Payable           $48,308

Wicomico County, MD                Tax Payable             $47,852

A.K. Concrete Corp Inc.            Trade Payable           $47,807

Louis Heating & Cooling Service,   Trade Payable           $44,918
Inc.

Chesapeake Building Components     Trade Payable           $44,770

Thomas Concrete                    Trade Payable           $43,059

Accurate Concrete Construction     Trade Payable           $42,100

A list of FPD's Chapter 11 petition is available for free
at http://bankrupt.com/misc/mdb10-30424.pdf

The petitions were signed by James W. Thomasson, Jr., president.


FREMONT GENERAL: Ch. 11 Trustee Wants Probe on Rosenthal Fee
------------------------------------------------------------
Bankruptcy Law360 reports that the U.S. trustee has asked for an
investigation into fees requested by attorneys from Sonnenschein
Nath & Rosenthal LLP and others in the bankruptcy of Fremont
General Corp., saying the $1.6 million sought is $900,000 above
recent estimates.

Assistant U.S. Trustee Frank M. Cadigan submitted a supplementary
objection in the U.S. Bankruptcy Court for the Central District of
California to the fees, according to Law360.

                     About Fremont General

Based in Santa Monica, California, Fremont General Corp. (OTC:
FMNTQ) -- http://www.fremontgeneral.com/-- was a financial
services holding company with $8.8 billion in total assets at
September 30, 2007.  Fremont General ceased being a financial
services holding company on July 25, 2008, when its wholly owned
bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's noticing
agent and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.

Fremont General Corporation emerged from bankruptcy and filed
Amended and Restated Articles of Incorporation with the Secretary
of State of Nevada on June 11, 2010, which, among other things,
changed the Debtor's name to Signature Group Holdings, Inc.

Signature's plan of reorganization became effective on June 11,
2010.  As of that date Fremont General changed its name to
Signature Group Holdings, Inc.


GEORGE W PARK: Has Until September 10 to Use Creditors' Cash
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
authorized George W. Park Seed Co., Inc., et al., to access the
secured creditors' cash collateral for payment of operating
expenses.

Wells Fargo Bank, National Association, San Joaquin Horticulture,
C. Raker and Sons, and Don Hachenberger assert or may assert a
security interest and lien in assets of the Debtors.

The secured creditors, other than Hachenberger, and the Creditors
Committee consented to the extension of the cash collateral use
until September 10, 2010.

                       About George W. Park

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.  In its schedules, the Company disclosed $8.33 million in
assets and $44.79 million in liabilities.


GSI HOLDINGS: Moody's Gives Negative Outlook, Affirms 'B3' Rating
-----------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of GSI
Holdings LLC to negative from stable and affirmed all ratings,
including the B3 corporate family and probability of default.

The negative rating outlook reflects elevated leverage for the
rating level and risk of GSI's asset write-down/restructuring
charge track record since 2007 continuing, which would prolong the
elevated leverage.  Without demonstration that GSI can achieve and
sustain higher earnings, the ratings would likely be downgraded.

The B3 corporate family rating affirmation reflects the company's
very high leverage juxtaposed to a reasonably good farm equipment
demand outlook and Moody's expectation that credit metrics should
materially improve in 2011.  The outlook for farm income, despite
a soft economy, bodes well for grain storage and poultry/swine
farming equipment orders, which should keep GSI's revenues well
above 2009's $500 million mark.  Management's renewed focus on
core operations should provide a basis for better earnings/cash
flow.  The rating anticipates moderating credit metrics well
before large debt maturities begin (the revolver expires in August
2013).  Toward this end, the company has reportedly closed a
costly, unprofitable manufacturing plant in Brazil during 2010.
The B3 CFR anticipates that the magnitude of GSI's write-downs and
restructuring costs will substantially diminish after the expected
2010 Brazil plant closure expenses.

Also providing some offset to the very high leverage, GSI's B3 CFR
benefits from an adequate liquidity profile.  Liquidity profile
adequacy reflects relatively low capital spending needs, limited
near-term debt maturities, and relaxed first lien credit agreement
terms.  Specifically, GSI's credit agreement features a maximum
first-lien net leverage test that adds-back write-downs and
expected savings from restructuring to the EBITDA calculation.
The B3 CFR anticipates that permitted EBITDA add-backs should help
sustain near-term financial ratio covenant compliance.

The ratings would likely be downgraded if debt to EBITDA remains
above 7.0 times.  Stabilization of the ratings would likely depend
on the company achieving and sustaining leverage below 6.0 times
with an adequate liquidity profile.

Ratings:

* Corporate family and probability of default, B3
* $50 million first lien revolver due 2013, B2, LGD 3, 35%
* $305 million first lien term loan due 2014, B2, LGD 3, 35%

Moody's last rating action on GSI occurred July 27, 2009 when the
corporate family rating was downgraded to B3 from B2.

GSI Holdings Corp. headquartered in Assumption, IL, is a
manufacturer and supplier of agricultural equipment.  The
company's products include grain storage systems, and swine and
poultry production equipment.  Revenues in 2009 were over
$500 million.


HARRAH'S ENTERTAINMENT: Amends CMBS Loan Agreements
---------------------------------------------------
Harrah's Entertainment Inc. had received the requisite consent of
the lenders under the commercial mortgaged-back securities
financing of:

    i) Harrah's Las Vegas Propco, LLC, Harrah's Atlantic City
       Propco, LLC, Rio Propco, LLC, Flamingo Las Vegas Propco,
       LLC, Harrah's Laughlin Propco, LLC, and Paris Las Vegas
       Propco, LLC, each a wholly owned indirect subsidiary of the
       the Company, to amend certain terms of the CMBS mortgage
       loan agreement, and

   ii) Harrah's Las Vegas Mezz 1, LLC, Harrah's Atlantic City Mezz
       1, LLC, Rio Mezz 1, LLC, Flamingo Las Vegas Mezz 1, LLC,
       Harrah's Laughlin Mezz 1, LLC, and Paris Las Vegas Mezz 1,
       LLC, and certain of their direct and indirect parent
       companies named as borrowers therein, each a wholly owned
       indirect subsidiary of the Registrant, to amend certain
       terms of the CMBS mezzanine loan agreements with the
       Mezzanine Borrowers.

On August 31, 2010, the definitive documentation for the amendment
was executed, and the CMBS Refinancing Transactions were
consummated and effective as of Sept. 1, 2010.

A full-text copy of the regulatory filing is available for free at
http://researcharchives.com/t/s?6acf

                  About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- through its wholly owned subsidiary,
Harrah's Operating Company, Inc., operates nearly 40 casinos
across the United States, primarily under the Harrah's(R),
Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the
London Clubs International family of casinos and the World Series
of Poker(R).  Private equity firms Apollo Global Management and
TPG Capital LP acquired Harrah's in January for $31 billion.

Harrah's carries 'Caa3' corporate family and probability of
default ratings, with "positive outlook", from Moody's Investors
Service.  It has 'B-' issuer credit ratings, with "stable"
outlook, from Standard & Poor's.


HARRISBURG, PA: Mulls Hiring Bankruptcy Counsel
-----------------------------------------------
Dow Jones' DBR Small Cap reports that elected officials in
Harrisburg, Pa., met Thursday evening to discuss hiring a
bankruptcy adviser and handing over control of their troubled
municipal authority to a receiver as fiscal problems in
Pennsylvania's capital city mount.

As reported by the Troubled Company Reporter on September 1,
Harrisburg will skip $3.29 million in debt-service payments on
general obligation debt from 1997 due Sept. 15.  Ambac Assurance
Corp., which insures the GO bonds, will meet payments to
investors.

Harrisburg is also struggling with $288 million of debt related to
a failed incinerator revamp.  DBR relates council vice president
Patty Kim said she would create an ad-hoc committee to look into
hiring a financial or legal adviser who could explore a municipal
bankruptcy filing, which Mayor Linda Thompson opposes. "Bankruptcy
isn't the scariest of the options out there," said Councilman Brad
Koplinski.

                       About Harrisburg, PA

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

As reported by the Troubled Company Reporter on August 19, 2010,
Harrisburg hired Scott Balice Strategies to help plot a financial
recovery plan.


HAWKINS CREEK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Hawkins Creek Estates Development, LLC
        P.O. Box 213
        Huntsville, UT 84317

Bankruptcy Case No.: 10-32170

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: Anna W. Drake, Esq.
                  ANNA W. DRAKE, P.C.
                  175 South Main Street, Suite 1250
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 530-5955
                  E-mail: annadrake@att.net

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

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

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

The petition was signed by Keith B. Smith, managing member of
Smith & More Properties, LC, Debtor's managing member.


HOVNANIAN ENTERPRISES: Posts $73 Million Net Loss in July 31 Qtr.
-----------------------------------------------------------------
Hovnanian Enterprises Inc. reported results for its third quarter
and nine months ended July 31, 2010.

For the third quarter ended July 31, 2010, the after-tax net loss
was $72.9 million compared with a net loss of $168.9 million in
the third quarter of fiscal 2009.  The after-tax net income for
the first nine months of 2010 was $134.7 million compared with a
net loss of $465.9 million in the same period of the prior year.
As a result of tax legislation changes, the after-tax net income
for the first nine months of fiscal 2010 included a federal income
tax benefit of $291.3 million.

The Company's balance sheet at July 31, 2010, showed $1.91 billion
in total assets, $2.12 billion in total liabilities, and a
stockholders' deficit of $207.43 million.

"We anticipated that our third quarter net contracts would decline
as some sales were pulled forward into the second quarter due to
the expiration of the $8,000 federal homebuyers' tax credit,"
commented Ara K. Hovnanian, Chairman of the Board, President and
Chief Executive Officer.  "Concurrent with the expiration of the
tax credit, we saw consumer confidence take a step backward, as
the lack of job creation, volatile stock market prices, the oil
spill in the Gulf of Mexico and general concerns about the health
of the economy moved to the forefront.  These factors combined to
produce slower than expected sales throughout our third quarter."

"On the positive side, July sales were modestly better than June
and we saw August sales improve even more significantly compared
to June. However, we still did not reach the sales pace we saw in
July and August of the prior year," continued Mr. Hovnanian.
"While far from a normal sales pace, we are hopeful that the
stronger selling environment will continue into September and
October."

"Long-term demographic trends of household formation point
to housing starts eventually bouncing off of 60-year lows.
Nevertheless, job creation is the key to a housing recovery, which
makes it difficult to predict how improvements in the economy and
housing market play out over the short term.  However, we are
confident that we are taking appropriate steps at the bottom of
this housing cycle to replenish our land supply and optimize our
cost structure so that we are well positioned to participate in
the inevitable housing rebound," concluded Mr. Hovnanian.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6ac8

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

                           *     *     *

Hovnanian has a 'CCC' issuer default rating from Fitch Ratings.
In April 2010, Fitch said, "While Fitch expects somewhat better
prospects for the housing industry this year, the Rating Outlook
for HOV remains Negative given the challenges still facing the
housing market, which are likely to meaningfully moderate the
early stages of this recovery, and the company's still substantial
debt position and high leverage."


HUGHES TELEMATICS: To Provide Services for Insurer's Clients
------------------------------------------------------------
HUGHES Telematics Inc. executed on Aug. 30, 2010, an agreement
with a large insurance company ("the Partner") to provide its in-
Drive telematics services to certain customers of the Partner.
Pursuant to the agreement, the Company will configure its
telematics platform to support the program and provide its
aftermarket hardware device to the Program Customers to enable the
delivery of telematics services to the Partner and the Program
Customers.

In addition, the Company will be responsible for, among other
things, certain website development to allow the Program Customers
to access program information and maintenance and support of the
hardware devices, including warranty.

Pursuant to the agreement and subject to the Company's fulfillment
of its obligations thereunder, the Company will receive minimum
aggregate payments from the Partner of approximately $24.4 million
over the next two years for, among other things, the configuration
of the Company's telematics platform to support the program,
development of the program website, the final testing and
deployment of the hardware device, other program launch activities
and the procurement by the Company of an agreed upon minimum
number of hardware devices which the Company will provide to the
Program Customers.

The Company will receive approximately $5.5 million of such
amounts by the end of 2010 and expects to receive an additional
$15.0 million in 2011 and the remaining balance in 2012.  In
addition, the Company expects to receive recurring payments from
the Program Customers subject to and in connection with their
subscription to the offered telematics services.

                      About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.

The Company's balance sheet as of June 30, 2010, showed
$115.6 million in total assets, $136.6 million in total
liabilities, and a stockholders' deficit of $21.0 million.

As reported in the Troubled Company Reporter on March 19, 2010,
PricewaterhouseCoopers LLP, in Atlanta, Ga., in its report on the
Company's financial statements for the year ended December 31,
2009, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted of
the Company's recurring losses from operations and limited capital
resources.


IRH VINTAGE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: IRH Vintage Park Partners, L.P.
          dba Vintage Park Apartment Homes
        2000 Eagle Point Corporate Drive
        Birmingham, AL 35242

Bankruptcy Case No.: 10-37503

Chapter 11 Petition Date: September 2, 2010

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Edward L Rothberg, Esq.
                  Melissa Anne Haselden, Esq.
                  T. Josh Judd, Esq.
                  HOOVER SLOVACEK, LLP
                  5847 San Felipe, Suite 2200
                  Houston, TX 77057
                  Tel: (713) 977-8686
                  Fax: (713) 977-5395
                  E-mail: rothberg@hooverslovacek.com
                          Haselden@hooverslovacek.com
                          judd@hooverslovacek.com

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

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

The petition was signed by G.J. Noltes, vice president of Vintage
Park Investments, LLC, sole member of VPI General Partner, LLC,
its general partner.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Texscape Services                  --                       $8,824
7070 West 43rd Street, Suite 204
Houston, TX 77092

Craven Carpet, Inc.                --                       $8,170
P.O. Box 801084
Houston, TX 77280

Hamilton-Steele Outdoor Accents    --                       $6,955
3415 Couch Street
Houston, TX 77018

Direct Energy                      --                       $6,668

Maintenance Supply Headquarters    --                       $4,209

Chero-Key Piping Co.               --                       $3,209

Celeritas Services, LLP            --                       $2,018

NAMCO Manufacturing                --                       $1,774

HD Supply Facilities Maintenance   --                       $1,771

Exer-Tech Inc.                     --                       $1,755

Apartment Data Services            --                       $1,680

Umovefree                          --                       $1,665

Keller Williams Realty             --                       $1,650

RentGrow, Inc.                     --                       $1,605

Apartment Directions, Inc          --                       $1,590

FindIt Apartment Locators          --                       $1,545

A.S.A.P. Apartment Specialists     --                       $1,538

Katten Muchin Rosenman LLP         --                       $1,391

Cbeyond Online                     --                       $1,144

GUARD Insurance Group              --                       $1,125


IRVINE SENSORS: Gets Waiver and Consent from Senior Lenders
-----------------------------------------------------------
Irvine Sensors Corporation received on Aug. 18, 2010, a Waiver and
Consent from its senior lender and Series A-2 preferred
stockholder, Longview Fund, L.P., and one of its warrant holders,
Alpha Capital Anstalt, pursuant to which Longview and Alpha
consented to, and waived any breaches, defaults, events of
default, cross-defaults or acceleration events in their agreements
and instruments with the Company relating to, the potential
delisting of the Company's common stock from The Nasdaq Capital
Market.

The Waiver and Consent will be void, however, if the Company's
common stock does not become quoted on the OTC Bulletin Board
within 30 days after it is delisted from The Nasdaq Capital
Market, if the delisting occurs.  There can be no assurance that
the Company's securities will be quoted on the OTCBB within such a
timeframe or at all, or that the Company will be able to maintain
such a quotation.

On Aug. 3, 2010, the Company issued an aggregate of 798,285 shares
of common stock to an accredited institutional investor upon the
investor's conversion of an aggregate of $102,380 of the stated
value of the Company's Series A-1 10% Cumulative Convertible
Preferred Stock.

On that same date, the Company also issued an aggregate of 201,559
shares of common stock to the same accredited institutional
investor upon such investor's conversion of an aggregate of
$25,850 of the stated value of the Company's Series A-2 10%
Cumulative Convertible Preferred Stock.

On Aug. 19, 2010, the Company issued an aggregate of 1,350,000
shares, 1,440,000 shares and 1,440,000 shares of common stock to
the same accredited institutional investor upon such investor's
successive conversions of an aggregate of $173,137.50, $184,680
and $184,680, respectively, of the stated value of the Company's
Series A-2 Stock.

A full-text copy of the Waiver and Consent is available for free
at http://ResearchArchives.com/t/s?6a0d

                      About Irvine Sensors

Irvine Sensors Corporation -- http://www.irvine-sensors.com/--
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and sale of higher level systems incorporating
such products and research and development related to high density
electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors, on September 21, 2009, filed a
voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
California.

                         *     *     *

The Company's balance sheet at June 27, 2010, showed $6.86 million
in total assets and $14.73 million in total liabilities, and a
stockholders' deficit of $7.86 million.


ISRAEL AVENUE: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Israel Avenue, LLC
        114 Artzi Drive
        Thomasville, GA 31792

Bankruptcy Case No.: 10-71420

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Middle District of Georgia (Valdosta)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  KATZ, FLATAU, POPSON AND BOYER, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  E-mail: wjboyer_2000@yahoo.com

Estimated Assets: $0 to $50,000

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
SRP 2009-3, LLC                                  $1,090,000
c/o Robert J. Solomon, Esq.
3675 Crestwood Pkwy,
Suite 300
Duluth, GA 30096

The petition was signed by Israel Arzi.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Artzi Hotels, LLC                      10-71417   09/03/10
Artzi One, LLC                         10-_____   __/__/10
Artzi Residential, LLC                 10-71421   09/03/10


JAMESTOWN LLC: U.S. Trustee and Fifth Third Want Case Dismissed
---------------------------------------------------------------
The Office of the U.S. Trustee for Region 13 asks the U.S.
Bankruptcy Court for the Western District of Missouri to dismiss
the Chapter 11 case of Jamestown, LLC, or convert the case to one
under Chapter 7 of the Bankruptcy Code.  The U.S. Trustee
explained that the Debtor failed to provide proof of insurance and
failed to file the applications and amendments as requested.  At
the creditors' meeting, the Debtor's representative testified that
Debtor did not have liability insurance on the real property.

In a separate Court filing, secured creditor Fifth Third Bank
asks for the dismissal of the Debtor's case for bad faith filing,
or in the alternative, relief from the automatic stay to complete
its foreclosure proceedings and exercise its contractual rights.
Fifth Third also requests that the Court prevent the Debtor from
commencing another proceeding under any chapter of the Bankruptcy
Code for a period of six months.

                        About Jamestown, LLC

Springfield, Missouri-based Jamestown, LLC, filed for Chapter 11
bankruptcy protection on May 17, 2010 (Bankr. W.D. Mo. Case No.
10-61187).  M. Brent Hendrix, Esq., who has an office in
Springfield, Missouri, assists the Company in its restructuring
effort.  According to the schedules, the Company says that assets
total $15,700,000 while debts total $8,471,000.


JERSEY ISLAND: U.S. Trustee Unable to Form Creditors Committee
--------------------------------------------------------------
W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, notified
the U.S. Bankruptcy Court for the District of Maryland that he was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of Jersey Island Owner, LLC.

The U.S. Trustee explained that there were insufficient indication
of willingness from the unsecured creditors to serve in the
Committee.

Rockville, Maryland-based Jersey Island Owner, LLC, filed for
Chapter 11 bankruptcy protection on June 9, 2010 (Bankr. D. Md.
Case No. 10-22970).  Bradford F. Englander, Esq., at Whiteford
Taylor & Preston, L.L.P., assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $10 million
to $50 million.


JERSEY ISLAND: Taps Whiteford Taylor to Handle Reorganization Case
------------------------------------------------------------------
The Hon. Webdelin I. Lipp of the U.S. Bankruptcy Court for the
District of Maryland authorized Jersey Island Owner, LLC, to
employ Whiteford, Taylor & Preston, L.L.P, as Chapter 11 counsel.

Bradford Englander, Esq., a partner of the firm of WT&P assures
the Court that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

Mr. Englander can be reached at:

     Whiteford, Taylor & Preston L.L.P.
     3190 Fairview Park Drive, Suite 300
     Falls Church, VA 22042

                   About Jersey Island Owner, LLC

Rockville, Maryland-based Jersey Island Owner, LLC, filed for
Chapter 11 bankruptcy protection on June 9, 2010 (Bankr. D. Md.
Case No. 10-22970).  Bradford F. Englander, Esq., at Whiteford
Taylor & Preston, L.L.P., assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $10 million
to $50 million.


JOHN PACE: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------
Joint Debtors: John Alfonso Pace
               Kim Lee Pace
               203 Lake View Drive
               Anna Maria, FL 34216

Bankruptcy Case No.: 10-21551

Chapter 11 Petition Date: September 3, 2010

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

Debtor's Counsel: Melody D. Genson, Esq.
                  MELODY D. GENSON, PA
                  2750 Ringling Boulevard, Suite 3
                  Sarasota, FL 34237
                  Tel: (941) 365-5870
                  Fax: (941) 365-5872
                  E-mail: melodydgenson@verizon.net

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

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

A list of the Joint Debtors' 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-21551.pdf


KNITNEY LINES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Knitney Lines, Inc.
        P.O. Box 350
        Scranton, PA 18501

Bankruptcy Case No.: 10-07267

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: John J. Thomas

Debtor's Counsel: Mark J. Conway, Esq.
                  502 South Blakely Street
                  Dunmore, PA 18512
                  Tel: (570) 343-5350
                  Fax: (570) 343-5377
                  E-mail: MJC@mjconwaylaw.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/pamb10-07267.pdf

The petition was signed by Hurlow Rowlands, Jr. president.


KWIK KAR: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Kwik Kar of Colleyville, LLC
        4616 Colleyville Blvd.
        4408 Irvin Simmons Drive, Dallas,TX 7522
        Colleyville, TX 76034

Bankruptcy Case No.: 10-45796

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Scheduled Assets: $1,090,000

Scheduled Debts: $1,577,208

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb10-45796.pdf

The petition was signed by Brent Stone, managing member.


LATTICE INCORPORATED: Posts $59,000 Net Loss in June 30 Quarter
---------------------------------------------------------------
Lattice Incorporated filed its quarterly report on Form 10-Q,
reporting a net loss of $59,036 on $3.4 million of revenue for the
three months ended June 30, 2010, compared with a net loss of
$172,154 on $4.2 million of revenue for the same period of 2009.

At June 30, 2010 the Company has a working capital deficiency of
$1.1 million, as compared to a working capital deficiency of
$1.3 million at December 31, 2009.

The Company's balance sheet as of June 30, 2010, showed
$10.1 million in total assets, $7.0 million in total liabilities,
and stockholders' equity of $3.1 million.

Acquavella, Chiarelli, Shuster, Berkower & Co., LLP, in Iselin,
N.J., expressed substantial doubt about the Company's ability to
continue as a going concern, following its 2009 results.  The
independent auditors noted that the Company requires additional
working capital to meet its current liabilities.

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

               http://researcharchives.com/t/s?6ac6

Pennsauken, N.J.-based Lattice Incorporated (OTC Bulletin Board:
LTTC) -- http://www.latticeincorporated.com/-- is a provider of
advanced information and communications technology solutions to
the government and commercial markets.


LITTLE HANS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Little Hans Lollik Holdings, LLP
        c/o PRM Realty Group, LLC
        118 N. Clinton St., Suite LL366
        Chicao, IL, TX 60661

Bankruptcy Case No.: 10-36159

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Gerrit M. Pronske, Esq.
                  PRONSKE & PATEL, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  E-mail: gpronske@pronskepatel.com

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

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

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

The petition was signed by Peter R. Morris.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Bon Secour Partners, LLC               09-37580   11/03/09
PRS II, LLC                            09-31436   03/06/09
PRM Realty Group, LLC                  10-30241   01/06/10
PMP II, LLC                            10-30252   01/07/10
Maluhia Development Group, LLC         10-30475   01/21/10
Maluhia One, LLC                       10-30987   02/08/10
Maluhia Eight, LLC                     10-30986   02/08/10
Maluhia Nine, LLC                      10-30988   02/08/10
Long Bay Partners, LLC                 10-35124   07/27/10
PRM Development, LLC                   10-35547   08/06/10
Econometric Management, Inc            10-35551   08/06/10


LOCAL INSIGHT: A&M Pact Amended; Bonuses for 200 Employees Okayed
-----------------------------------------------------------------
On August 23, 2010, the letter agreement dated as of September 17,
2009, by and between Alvarez & Marsal Private Equity Performance
Improvement Group, LLC and Local Insight Media Holdings, Inc., the
indirect parent of Local Insight Regatta Holdings, Inc., was
amended.

Under the A&M Letter Agreement, A&M has made available to Local
Insight Media Holdings and its subsidiaries (including the
Company): (i) Richard C. Jenkins to serve as Interim Chief
Financial Officer and (ii) additional consulting personnel.
Pursuant to the amendment to the A&M Letter Agreement: (i) the
incentive fee payable to A&M under the A&M Letter Agreement has
been eliminated and (ii) effective as of June 1, 2010, A&M's
hourly rates were no longer discounted.

                          Incentive Bonus

The Compensation Committee of the Board of Directors of Local
Insight Media Holdings approved on Aug. 18, 2010, the payment of
an incentive bonus to approximately 200 employees of Local Insight
Media Holdings and its subsidiaries.  The total amount of the 2010
Incentive Bonus is $2,913,500, of which $635,000 represents the
amount to be paid by the Company to its employees receiving 2010
Incentive Bonus payments.

The named executive officers identified in the Company's Annual
Report on Form 10-K for the year ended Dec. 31, 2009, will receive
these cash bonus payments under the 2010 Incentive Bonus:

    Name                2010 Incentive Bonus Award
    ----                --------------------------
    Douglas A. Myers           $85,000
    James S. Stirbis           $70,000
    Scott A. Pomeroy          $275,000
    Kevin J. Payne             $65,000
    John S. Fischer           $120,000

In addition to this amount, on April 15, 2010, Mr. Payne received
a $100,000 retention bonus payment pursuant to the terms of his
employment term sheet.

                       About Local Insight

Headquartered in Englewood, Colorado, Local Insight Regatta
Holdings -- http://www.localinsightregattaholdings.com/ -- is a
publisher of print and online yellow page directories in the
United States.

                           *     *     *

Local Insight Regatta carries 'CCC-' ratings from Standard &
Poor's Services.  In August 2010, when S&P lowered the ratings to
'CCC-' from 'CCC+', S&P said, "The rating downgrade reflects S&P's
belief that the consolidated group of Local Insight Media
companies will be challenged to service its current capital
structure, given S&P's performance expectations, as well as
covenant tightness and other liquidity pressures at various
operating subsidiaries.  S&P believes that credit measures of the
consolidated group will continue to deteriorate over the near term
at an accelerated pace, resulting in S&P's expectation for a
deterioration of interest coverage to just over 1.0x by the end of
2010 and to 1.0x in 2011.


LPATH INC: Board Names Daniel Petree as Chairman
------------------------------------------------
The Board of Directors of Lpath Inc. elected on Sept. 1, 2010,
Daniel Petree as Chairman of the Board.

                            About Lpath

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

According to the Company's 2009 annual report on Form 10-K, Moss
Adams LLP, in San Diego, Calif., expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company had incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2010
and beyond.


M&V CO: Case Summary & Largest Unsecured Creditor
-------------------------------------------------
Debtor: M&V & Co., Inc.
          dba Asian Groceries
        809 Almadin
        San Antonio, TX 78258

Bankruptcy Case No.: 10-53386

Chapter 11 Petition Date: September 2, 2010

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Gershon D. Cohen, Esq.
                  1250 N. E. Loop 410, #234
                  San Antonio, TX 78207
                  Tel: (210) 748-8505

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
U.S. Bank NA as trustee   disputed guaranty      $2,215,870
for FMAC Trust 2000A
c/o Berkadia
Three Ravinia Drive #300
Atlanta, GA 30346

The petition was signed by Amina Maliek, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
AMK Enterprises, LLC                   10-52899    08/01/10


MANDY'S BBQ: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mandy's BBQ Corp.
        Avenida Domenech 415
        Piso 2 Local 5
        Hato Rey, PR 00918

Bankruptcy Case No.: 10-08104

Chapter 11 Petition Date: September 2, 2010

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

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

Scheduled Assets: $2,486,605

Scheduled Debts: $2,977,744

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb10-08104.pdf

The petition was signed by Maria Teresa Juanes Teira, stockholder.


MARION CLARO: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Marion Joyce Claro
        1216 Gwynne Avenue
        Churchton, MD 20733

Bankruptcy Case No.: 10-30367

Chapter 11 Petition Date: September 3, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Christopher Hamlin, Esq.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  E-mail: chamlin@mhlawyers.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-30367.pdf


MCDANIEL FAMILY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: McDaniel Family Holdings, LLC
        6201 LeClerc Road
        Newport, WA 99156

Bankruptcy Case No.: 10-05110

Chapter 11 Petition Date: September 2, 2010

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

Judge: Patricia C. Williams

Debtor's Counsel: Kevin O'Rourke, Esq.
                  SOUTHWELL & O'ROURKE
                  421 W. Riverside Avenue, Suite 960
                  Spokane, WA 99201
                  Tel: (509) 624-0159
                  Fax: (509) 624-9231
                  E-mail: kevin@southwellorourke.com

Scheduled Assets: $5,021,366

Scheduled Debts: $2,477,000

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

The petition was signed by Stanton McDaniel, authorized
member/manager.


MEXICANA AIRLINES: Banco Mercantil Opposes Ch. 15 Petition
----------------------------------------------------------
Banco Mercantil del Norte S.A. and several other creditors are
seeking to block U.S. Bankruptcy Court approval of a motion by
Mexicana Airlines for recognition of its insolvency case as
foreign main proceeding.

In court papers, Banco Mercantil has complained over a recent
ruling handed down by the Mexican court which the bank perceives
is contradictory to the August 18 order issued by U.S. Bankruptcy
Judge Martin Glenn which exempts the bank from the preliminary
injunction.

The Mexican Court, which oversees the insolvency case of Mexicana
Airlines, issued an ex parte order enjoining Banco Mercantil from
enforcing its rights on two bank accounts where Mexicana
Airlines' cash collateral is held.  The ex parte order came just
two days after Judge Glenn issued his August 18 order which
exempts the bank from the injunction.

Mexicana Airlines' new owners reportedly threatened to file
criminal cases against Banco Mercantil in Mexico.

Counsel for Banco Mercantil, Paul Hessler, Esq., at Linklaters
LLP, in New York, -- paul.hessler@linklaters.com -- says Mexicana
Airlines has been playing what he calls an "elaborate
jurisdictional shell game" in which the company seeks a ruling in
one jurisdiction only to later seek to overturn the very same
ruling through its actions in another.

"The result is a form of jurisdictional arbitrage by which
Mexicana is gaming the system by seeking to obtain this
[Bankruptcy Court's] recognition of its Mexican bankruptcy
proceeding while avoiding the express requirements of the
Bankruptcy Code," Mr. Hessler says in court papers.

Banco Mercantil says it will oppose the recognition of Mexicana
Airlines' insolvency case unless the Bankruptcy Court issues an
order that gives the bank the same protection granted to
creditors secured by cash collateral under U.S. bankruptcy laws,
and prohibits Mexicana Airlines from taking any actions that
would undermine the protections granted to creditors.

The bank submitted declarations with the Bankruptcy Court in
support of its objections.

Mexicana Airlines, otherwise known as Compania Mexicana de
Aviacion S.A. de C.V., owes Banco Mercantil as much as
US$123.6 million under an April 17, 2008 credit agreement.  The
company's obligations under the agreement are secured by the bank
accounts pledged in favor of Inter National Bank, the collateral
agent.

The motion for recognition also drew flak from RBS Aerospace
Limited, The Greater Orlando Aviation Authority, The Port
Authority of New York and New Jersey, and a consortium of
airports and airport authorities represented by New York-based
Edwards Angell Palmer & Dodge LLP.

RBS says it does not oppose the recognition of the insolvency
case but it objects to the proposed order on the motion to the
extent it would give "extraterritorial effect" to the
preventative measures laid out in the order previously issued by
the Mexican court.

The preventive measures included a stay of the enforcement of
letters of credit securing the payment obligations of Mexicana
Airlines under two aircraftlease agreements.  RBS is "owner
participant" in connection with those agreements.

Meanwhile, The Greater Orlando Aviation Authority, The Port
Authority of New York and New Jersey, and the consortium of
airports and airport authorities have renewed their call for
"adequate protection."  They demand Mexicana Airlines to pay its
outstanding obligations; maintain insurance policies; remit the
passenger facility charges; protect the trust fund status of the
PFCs, among other things.

Other creditors and leasing companies that also filed formal
objections are GE Capital Aviation Services Limited, EAST Trust-
Sub 12, Wells Fargo Bank Northwest N.A., Marco Aircraft Leasing
Limited, and AeroTurbine Inc.  They ask the Bankruptcy Court to
exempt them from the injunction that may be granted in its order
granting recognition of Mexicana Airlines' insolvency case.

The Bankruptcy Court will hold a hearing on September 8, 2010, at
11:00 a.m., to consider the motion.

                     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: City of Los Angeles Wants Protection
-------------------------------------------------------
The City of Los Angeles asked U.S. Bankruptcy Judge Martin Glenn
to grant the city the same protection that would be granted to
airports providing services to Mexicana Airlines in case the
bankruptcy judge amends his preliminary injunction order.

The city, which operates the Los Angeles International Airport,
made the request in light of the ongoing talks between Mexicana
Airlines and a consortium of airports and airport authorities
regarding terms that would provide adequate assurance of payment
for the company's postpetition obligations.  Judge Glenn would
amend the preliminary injunction order if Mexicana Airlines and
the group agreed on those terms.

The preliminary injunction order, which bars creditors from
taking legal actions against Mexicana Airlines, did not extend
the "service provider protections" to airports.  Judge Glenn,
however, determined that the consortium is not "sufficiently
protected," and directed Mexicana Airlines and the group to
negotiate.

                     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).


MOVIE GALLERY: Parties File Objections to Disclosure Statement
--------------------------------------------------------------
Patti Davidson, chief deputy treasurer for Pima County, Arizona,
and the County of Henrico, Virginia, submitted oppositions to
the Disclosure Statement explaining Movie Gallery Inc. and its
units' Joint Plan of Reorganization dated July 13, 2010.

Pima County is a creditor who has a claim for estimated business
personal property taxes for 2010, and Henrico County has first
priority secured tax claims.

Pima County asserts that it is unable to discern from reading the
Disclosure Statement whether its claim is an administrative claim
or a Class 2 Miscellaneous Secured Claim.

Ms. Davidson says that if Pima County's claim is included in
either classes, then Pima County has no objection to the
Disclosure Statement.  However, if Pima County's claim is not in
one of those classes, then Pima County objects because it cannot
determine in which other class its claim falls.

Meanwhile, Henrico County notes that it is not discernible from
the Disclosure Statement how its claims will be paid with the
local statutory four-percent interest.  Accordingly, Henrico asks
that any order approving the Disclosure Statement and Chapter 11
Plan expressly require compliance with the statutory mandates
governing payment of Henrico's secured tax claims with interest.

The United States Bankruptcy Court for the Eastern District of
Virginia will convene a hearing on September 8, 2010, to consider
the adequacy of the information contained in the Disclosure
Statement.

                       The Chapter 11 Plan

Movie Gallery has filed a plan that provides for the continuation
and completion of that liquidation process, and also provides some
recovery for holders of unsecured claims against the Debtors, even
though the claims of many of the Debtors' prepetition secured
creditors will not be paid in full.

The Plan also provides for the payment in full to holders of
allowed administrative claims and priority claims and to other
claimholders and the funding of two liquidating trusts, one for
the benefit of secured creditors, and the other for unsecured
creditors.

The Plan further provides for:

  * the termination of all Interests in the Debtors,

  * the substantive consolidation of the Debtors,

  * the dissolution and wind-up of the affairs of the Debtors,

  * the payment of the Revolver Effective Date Cash on the
    effective date of the Plan, and

  * the transfer of $5 million in cash to a liquidating trust
    established for the benefit of the Debtors' general
    unsecured creditors on the Effective Date, and any remaining
    assets of the Debtors to a liquidating trust established for
    the benefit of certain of the Debtors' secured creditors,
    and distributions from the liquidating trusts.

The Plan provides for substantive consolidation of the Debtors'
assets and liabilities for voting and distribution purposes,
pursuant to the Global Plan Settlement.

The Plan is predicated upon the agreements entered into among the
Debtors, the Official Committee of Unsecured Creditors, certain
of the Prepetition Secured Parties, the Studios and Warner Home
Video as set forth in a Term Sheet.  In accordance with the
Global Plan Settlement:

    (i) the Prepetition Secured Parties will (a) release their
        Liens upon the Creditor Funds upon the occurrence of the
        Effective Date, and (b) without prejudice to the rights
        Of certain parties-in-interest to object to
        Administrative Claims to the extent provided in the
        Plan, to consent to the payment of Allowed
        Administrative Claims incurred prior to the Effective
        Date;

   (ii) the Studios and Warner Home Video will waive or amend
        certain obligations owed to them by the Debtors pursuant
        the terms of various revenue sharing agreements, and to
        forbear from taking certain other actions; and

  (iii) the Committee will suspend and, subject to the
        Confirmation Order becoming a Final Order, terminate the
        Committee Investigation, as defined in, and subject to,
        the terms of the Term Sheet and the Cash Collateral
        Order.

A full-text copy of the Liquidation Plan is available for free
at http://bankrupt.com/misc/MG_LiquidationPlan.pdf

                       About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 protection on Oct. 16,
2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland &
Ellis LLP and Kutak Rock LLP represented the Debtors.  The Company
emerged from bankruptcy on May 20, 2008, with private-investment
firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

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


MOVIE GALLERY: Receives Approval to Sell Gaming Inventory
---------------------------------------------------------
The U.S. Bankruptcy Court has authorized Movie Gallery Inc. and
its units to sell games, gaming consoles and accessories in their
distribution center in Nashville, Tennessee to Mazell Media
Wholesale LLC and Game Trading Technologies, Inc., free and clear
of all liens, claims, encumbrances and interests.

COKeM International, Ltd., filed an objection, citing that it made
a higher offer.  However, COKeM's offer was ignored and its
objection was overruled by the Court.

The Debtors previously sold to COKeM International Ltd.
approximately 600,000 new and used games and certain related
gaming accessories, which is located at the Distribution Center,
subject to competing bids.

Since the sale to COKeM, additional inventory, including the
Gaming Inventory, has been returned to the Distribution Center
as a result of store closures and credit arrangements with
various movie studios, Michael A. Condyles, Esq., at Kutak Rock
LLP, in Richmond, Virginia, related.

The Gaming Inventory consists of four lots:

  a. Lot 1 - Hardware:  A variety of conditioned hardware decks
     and brands.

  b. Lot 2 - New Software:  A variety of games for various
     hardware decks.

  c. Lot 3 - Defectives:  Damaged, non-working, distressed
     product like broken accessories, damaged disks, non-working
     hardware units, damaged strategy guides, cables and other
     defective components.

  d. Lot 4 - used software accessories and novelties.

Mr. Condyles said that after marketing the items comprising the
Gaming Inventory to industry contacts and the Debtors'
liquidating groups, the Debtors received bids for the Gaming
Inventory, which resulted in offers from two different entities.

He revealed that the highest bids for Lots 3 and 4 were received
from Game Trading, specifically $285,000 for Lot 3 and $508,000
for Lot 4.

The highest bids for Lots 1 and 2 were received from Mazell
Media, specifically, $289,221 for Lot 1 and $230,622 for Lot 2.

The final sales price for Lots 1, 2, 3, and 4 may be increased or
decreased based on the final determination of units available for
sale.

                       About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 protection on Oct. 16,
2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland &
Ellis LLP and Kutak Rock LLP represented the Debtors.  The Company
emerged from bankruptcy on May 20, 2008, with private-investment
firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

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


MOVIE GALLERY: Wins Dec. 30 Extension for Solicitation Exclusivity
------------------------------------------------------------------
Movie Gallery, Inc., and its debtor affiliates received from Judge
Douglas O. Tice Jr. of the U.S. Bankruptcy Court for the Eastern
District of Virginia and extension of their exclusive periods to
file a Chapter 11 plan through October 31, 2010, and to solicit
acceptances of that Plan through December 30, 2010.

The Debtors' time to file a Chapter 11 Plan is currently set to
expire on July 31, 2010, and their deadline to solicit
acceptances falls on September 30.

Section 1121(c) of the Bankruptcy Code provides that if a debtor
files a plan within the 120-day exclusive period, a debtor has an
initial period of 180 days after the Petition Date to solicit and
obtain creditor acceptances of the filed Chapter 11 Plan of
Reorganization.

Jeremy S. Williams, Esq., at Kutak Rock LLP in Richmond,
Virginia, tells the Court that the Debtors have reached an
agreement with their major stakeholders on the terms of a joint
plan of liquidation, and in fact filed a plan consistent with the
terms of that agreement on July 13, 2010.  The Debtors anticipate
a schedule that would permit the plan to be considered by the
Court for confirmation during October of this year.

Mr. Williams says the Debtors seek this extension because they
anticipate that the current exclusive filing period will expire
prior to the Court's consideration of the Disclosure Statement
for their Plan, thereby presenting a risk of undue interference
and disruption to the confirmation process and the consensual
framework that has been struck in these cases.

The size and complexity of the Debtors' Chapter 11 cases is
another ground for the Debtors' request for an extension of their
exclusivity period, Mr. Williams relates.  As of the Petition
Date, the Debtors' Chapter 11 Cases encompassed five debtors,
almost 2,500 retail locations throughout the United States, more
than 19,000 employees, and approximately three quarters of a
billion dollars in prepetition liabilities -- the combination of
which has given rise to a number of complex legal issues, he
says.

The decision of the Debtors, reached in consultation with
representatives of the Prepetition Secured Parties, the Committee
and representatives of certain of the Debtors' other major
creditors to proceed with a liquidation has resulted in the need
for the Debtors to shift their focus to the development and
implementation of an orderly and efficient liquidation process
and corresponding plan of liquidation, Mr. Williams explains.

The Debtors have engaged in vigorous, arm's-length negotiations
with the necessary and interested parties in the Chapter 11 cases
to ensure that the Plan is consensual, and in the best interests
of the estates.  As of July 23, the Debtors have filed their Plan
of Liquidation and they look forward to proceeding towards prompt
confirmation of the Plan so as to minimize the administrative
expenses of, and maximize recoveries from, the estate.  The
requested extension of the Exclusive Periods should provide
adequate time for the Debtors to obtain confirmation of the Plan,
Mr. Williams points out.

                       About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 protection on Oct. 16,
2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland &
Ellis LLP and Kutak Rock LLP represented the Debtors.  The Company
emerged from bankruptcy on May 20, 2008, with private-investment
firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

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


NETWORK COMMS: Elects Not To Make $9.4 Million Interest Payment
---------------------------------------------------------------
Network Communications Inc. said, as a result of continued
challenges in the markets that it serves, the lack of a rebound in
revenue and the inability to secure a new revolving loan facility
to replace the current commitment that expires in November 2010,
Network Communications Inc. elected not to make the June 1, 2010
interest payment of approximately $9.4 million on its 10 3/4%
Senior Notes due 2013.

As a result of missing this payment, the Company's senior secured
lenders accelerated all amounts outstanding under the Company's
revolving and term loan credit agreements, which in turn triggered
an event of default under the Senior Notes indenture and the
senior subordinated credit agreement.  The Company's total debt
outstanding, excluding unamortized discounts, is approximately
$296.0 million.  The Company is unable to pay the outstanding debt
if it is called.  The Company and its parent, Gallarus Media
Holdings, Inc., obtained an agreement from its secured lenders
dated June 1, 2010, permitting it to have continued access to and
use of its cash as it works with its stakeholders to restructure
its balance sheet.  The Agreement, as amended, was to expire
August 31, 2010.

On Aug. 31, 2010, the Company and its parent, Gallarus Media
Holdings, Inc., entered into a fourth amendment to Agreement,
dated August 31, 2010, by and among the Company, the lenders party
thereto, Toronto Dominion (Texas) LLC, as Administrative Agent
under the Company's revolving credit agreement and under the
Company's senior term loan agreement and as Collateral Agent for
the lenders thereunder, and certain other parties thereto to amend
the Agreement dated June 1, 2010 such that the definition of
"Transaction Event" therein was changed from June 20, 2010 to
September 30, 2010.  All other terms remain the same.  The Company
expects to have sufficient cash on hand to fund normal course
operations as restructuring negotiations progress.

A full-text copy of the fourth amended agreement is available for
free at http://ResearchArchives.com/t/s?6ac7

                   About Network Communications

Lawrenceville, Ga.-based Network Communications, Inc., is a
leading local media company providing lead generation, advertising
and internet marketing services to the housing industry.  The
Company's leading brands are Apartment Finder, The Real Estate
Book, DigitalSherpa, Unique Homes, New England Home and Atlanta
Homes & Lifestyles.

The Company's balance sheet at December 6, 2009, showed $362.4
million in total assets, $330.3 million in total liabilities, and
stockholders' equity of $32.1 million.


NEW MEDIA LOTTERY: Larry O'Donnell Raises Going Concern Doubt
-------------------------------------------------------------
New Media Lottery Services, Inc., filed on September 2, 2010, its
annual report on Form 10-K for the fiscal year ended April 30,
2010.

Larry O'Donnell, CPA, PC, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditor noted that the Company has a working capital deficiency of
$4.05 million, has not yet achieved profitable operations, and has
accumulated losses of $21.59 million.

The Company reported a net loss of $5.55 million on $765,753 of
revenue for fiscal 2010, compared to a net loss of $3.11 million
on $1.12 million of revenue for fiscal 2009.

The Company's balance sheet as of April 30, 2010, showed
$1.43 million in total assets, $4.20 million in total liabilities,
$2,000 in convertible redeemable preferred stock, and a
stockholders' deficit of $2.77 million.

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

               http://researcharchives.com/t/s?6ab2

Harrisonburg, Va.-based New Media Lottery Services, Inc., through
March 11, 2010, designed, built, implemented, managed, hosted and
supported Internet and wireless device based lottery programs
operated by governments and their licensees, such as charitable
organizations, outside of the United States.

On March 11, 2010, the Company, New Media Lottery Services plc
(NM-PLC), New Media Lottery Services (International), Ltd., John
Carson, a director and the chief executive officer of each entity,
and Trafalgar Capital Specialized Investment Fund-FIS, lenders to
the Company, entered into an agreement that resulted in a global
restructuring of the Company.  Under the Agreement, among other
things, Trafalgar exercised its rights under a certain Share
Pledge Agreement dated March 24, 2009, under which the Company
pledged all of the shares it owned in NM-PLC to Trafalgar as
security for amounts due under various loans made by Trafalgar to
the Company.  The Company's failure to pay sums owed by NM-PLC
under a Guaranty Agreement made in favor of Trafalgar triggered a
default under the Share Pledge Agreement, requiring the Company to
convey the shares of NM-PLC to Trafalgar.

Upon the consummation of the transactions among the parties to the
Agreement, the Company no longer engages in any operations.  The
Company is currently seeking new lottery license opportunities
outside of the business of its former subsidiaries.


NEWPAGE CORP: Expects $90 Million EBITDA for 3rd Quarter 2010
-------------------------------------------------------------
NewPage Corporation said it is providing its current expectations,
which are based on currently available information, which is
subject to revision.  Accordingly, the Company may report
financial results that are materially different than its current
expectations.

The Company said, "We currently expect that Adjusted EBITDA for
the third quarter of 2010 will be between approximately $90
million and $100 million, compared to $10 million for the second
quarter of 2010 and $140 million for the third quarter of 2009.
We currently expect that net loss attributable to the company for
the third quarter of 2010 will be between approximately $(75)
million and $85 million, compared to $174 million for the second
quarter of 2010 and $138 million for the third quarter of 2009.

"We currently expect that Adjusted EBITDA for the fourth quarter
of 2010 will be between approximately $145 million and $165
million, compared to $88 million for the fourth quarter of 2009.
We currently expect that net loss attributable to the company for
the fourth quarter of 2010 will be between approximately $10
million and $35 million, compared to $55 million for the fourth
quarter of 2009.  We currently expect that our levels of sales
volume and pricing for the fourth quarter of 2010 will be
indicative of the quarterly sales volume and pricing levels in
2011 after consideration of seasonal factors.

"EBITDA is defined as net income attributable to the company
before interest expense, income taxes, depreciation or
amortization.  EBITDA and Adjusted EBITDA are not measures of our
performance under accounting principles generally accepted in the
United States, are not intended to represent net income
attributable to the company, and should not be used as an
alternative to net income attributable to the company as an
indicator of performance.  EBITDA and Adjusted EBITDA are shown
because they are a basis upon which our management assesses our
performance and are primary components of certain covenants under
our revolving credit facility.  The use of EBITDA and Adjusted
EBITDA instead of net income attributable to the company has
limitations as an analytic tool and you should not consider them
in isolation or as a substitute for analysis of the company's
results under U.S. GAAP," the Company said.

                        About NewPage Corp.

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

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

                           *     *     *

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


NEXCEN BRANDS: Brian Lane Resigns as Chief Accounting Officer
-------------------------------------------------------------
NexCen Brands Inc. said that in connection with the sale of
substantially all of its assets to Global Franchise Group LLC,
Brian Lane, the Company's Chief Accounting Officer, resigned,
effective as of the close of business on Aug. 6, 2010.  The
Company no longer has a principal accounting officer.

                         About NexCen Brands

Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK)
-- http://www.nexcenbrands.com/-- was, prior to the completion of
the sale of substantially all of the Company's assets (the "Asset
Sale"), including its entire portfolio of franchised brands, to
Global Franchise Group, LLC, on July 30, 2010, a strategic brand
management company that owned and managed a portfolio of seven
franchised brands, operating in a single business segment:
Franchising.  These brands included five QSR brands (Great
American Cookies, Marble Slab Creamery, MaggieMoo's, Pretzel Time
and Pretzelmaker) and two retail footwear and accessories brands
(TAF and Shoebox New York).  All seven franchised brands were
managed by NexCen Franchise Management, Inc., a wholly owned
subsidiary of NexCen.  The Company's franchise network, across all
of its brands, consisted of approximately 1,700 stores in 38
countries.

NexCen's balance sheet at June 30, 2010, revealed $98.30 million
in total assets, $150.05 million in total liabilities, and a
stockholders' deficit of $51.75 million.

On July 29, 2010, NexCen Brands Inc. closed the sale of its
franchise businesses to Global Franchise Group, LLC, an affiliate
of Levine Leichtman Capital Partners.  Global acquired the
subsidiaries of NexCen that own the franchise business assets for
$112.5 million.


NOAH'S ARK: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Noah's Ark Enterprise, Inc.
        P.O. Box 955
        Anna Maria, FL 34216

Bankruptcy Case No.: 10-21537

Chapter 11 Petition Date: September 3, 2010

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

Judge: Michael G. Williamson

Debtor's Counsel: Don M. Stichter, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: dstichter.ecf@srbp.com

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

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

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

The petition was signed by John Pace, vice president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Canaan Valley Ranch Development, LLC   10-21538    09/03/10


NORD RESOURCES: Launches Bonus Program for Continued Viability
--------------------------------------------------------------
Nord Resources Corporation said, on the recommendation of the
Compensation Committee, the Board of Directors has approved the
adoption by the Corporation of a bonus program to provide
incentives to key employees to achieve these milestones, which
are recognized by the Board of Directors as being critical to the
continued viability of the Corporation as a going concern, namely:

   * the completion of the recapitalization of the Corporation;
     and

   * the completion of the construction and start-up, and the
     placement into operation of, the fifth leach pad planned for
     Johnson Camp Mine.

Employees eligible to participate in the 2010/11 Bonus Program
include, but are not limited to, Randy Davenport and Wayne
Morrison, in their respective capacities as the Chief Executive
Officer and the Chief Financial Officer of the Corporation.

                       About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore on February 1, 2009.

Nedbank, the Company's senior lender, has declined to extend the
forbearance agreement with respect to the scheduled principal and
interest payment in the approximate amount of $2,150,000 that was
due on March 31, 2010 under the Company's $25,000,000 secured
term-loan credit facility with Nedbank.  Nedbank Capital has also
declined to extend the forbearance agreement regarding the
Company's failure to make the payment of $697,869 due on April 6,
2010 under the Copper Hedge Agreement between the parties.  Both
forbearance agreements expired at midnight on May 13, 2010.

The Company is now in default of its obligations under the Credit
Agreement and the Copper Hedge Agreement with Nedbank.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.


NORTHBROOK DEV'T: Can Access Wells Fargo's Cash Until October 24
----------------------------------------------------------------
The Hon. Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland authorized Northbrook Development Parcel
Owner, LP, to use Wells Fargo Bank, N.A.'s cash collateral until
October 24, 2010.

The Court set a final hearing on the Debtor's further use of the
cash collateral at 10:00 a.m. on October 4.

As of the Petition Date, Wells Fargo asserts that the outstanding
principal under the note and the loan agreement totaled
$14,865,869 plus accrued interest of $152,994, accrued late fees
of $2,816, appraisal fees of $3,8450, costs, and legal expenses.

The Debtor would use the cash collateral to operate its real
property located at 1150 Northbrook Drive, Northbrook Corporate
Center, Trevose, Pennsylvania.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Wells Fargo replacement liens
on all personal and real property of the Debtor, and a
superpriority administrative expense claim, subject to certain
carve-out expenses.

The Debtor is represented by:

     Bradford F. Englander, Esq.
     WHITEFORD TAYLOR & PRESTON, L.L.P.
     3190 Fairview Park, Suite 300
     Falls Church, VA 22042
     Tel: (703) 280-9081
     Fax: (703) 280-3370
     E-mail: benglander@wtplaw.com

                   About Northbrook Development

Rockville, Maryland-based Northbrook Development Parcel Owner, LP,
filed for Chapter 11 bankruptcy protection on June 9, 2010 (Bankr.
D. Md. Case No. 10-22983). The Company disclosed $15,556,894 in
assets and $16,171,421 in liabilities as of the Petition Date.

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


NORTHBROOK DEV'T: U.S. Trustee Unable to Form Creditors Committee
-----------------------------------------------------------------
W. Clarkson McDow, Jr., U.S. Trustee for Region 4, notified the
U.S. Bankruptcy Court for the District of Maryland that he was not
able to appoint an official committee of unsecured creditors in
the Chapter 11 case of Northbrook Development Parcel Owner, LP.

The U.S. Trustee explained that there were insufficient
indications of willingness from the unsecured creditors to serve
in the committee.

The U.S. Trustee said that it will appoint a committee upon the
request of an adequate number of eligible unsecured creditors.

                   About Northbrook Development

Rockville, Maryland-based Northbrook Development Parcel Owner, LP,
filed for Chapter 11 bankruptcy 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 Company in its
restructuring effort.  The Company disclosed $15,556,894 in assets
and $16,171,421 in liabilities as of the Petition Date.

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


ODG CHRISTIANA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: ODG Christiana LLC
        6321 W. Dempster Street, #205
        Morton Grove, IL 60053

Bankruptcy Case No.: 10-39865

Chapter 11 Petition Date: September 3, 2010

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

Judge: Pamela S. Hollis

Debtor's Counsel: Jeffrey Strange, Esq.
                  JEFFREY STRANGE & ASSOCIATES
                  717 Ridge Road
                  Wilmette, IL 60091
                  Tel: (847) 256-7377
                  E-mail: jstrangelaw@aol.com

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

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

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

The petition was signed by Yale Schiff, manager.


OLIVER MULLIS: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Oliver J. Mullis
        P.O. Box 5354
        Macon, GA 31208

Bankruptcy Case No.: 10-52881

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  KATZ, FLATAU, POPSON AND BOYER, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  E-mail: wjboyer_2000@yahoo.com

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

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

A list of the Debtor's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/gamb10-52881.pdf


OM GUM: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: Om Gum Ganapati Inc.
          dba Rodeway Inn Gainesville
        2103 North Interstate 35
        Gainesville, TX 76240

Bankruptcy Case No.: 10-42968

Chapter 11 Petition Date: September 2, 2010

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

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.com

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

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

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

The petition was signed by Sheetal A. Patel, president.


OMNICOMM SYSTEMS: Reports $216,000 Net Income in June 30 Quarter
----------------------------------------------------------------
OmniComm Systems, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $216,014 on $3.2 million of revenue for
the three months ended June 30, 2010, compared with a net loss of
$1.1 million on $1.8 million of revenue for the same period last
year.

The Company recorded a net unrealized gain on derivative
liabilities (associated with the issuance of convertible debt
during fiscal 2008 and 2009) of $2.4 million during the three
month period ended June 30, 2010, compared with a net unrealized
gain of $1.2 million during the three month period ended June 30,
2009.

The Company experienced negative cash flows from operations of
$341,878 during the six month period ended June 30, 2010.  In
addition, at June 30, 2010, the Company had an accumulated deficit
of $57.2 million.

The Company's balance sheet as of June 30, 2010, showed
$3.5 million in total assets, $20.7 million in total liabilities,
and a stockholders' deficit of $17.2 million.

As reported in the Troubled Company Reporter on April 6, 2010,
Greenberg & Company LLC, in Springfield, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company has incurred losses and has a net
capital deficiency.

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

               http://researcharchives.com/t/s?6ab3

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. (OTC: OMCM.OB)
-- http://www.OmniComm.com/-- provides customer-driven Internet
solutions to pharmaceutical, biotechnology, research and medical
device organizations that conduct life changing clinical trial
research.


ONEUNITED BANK: Seeks to Close Lauderdale Lakes Branch
------------------------------------------------------
Beth Healy at the Boston Globe reports that OneUnited Bank has
filed with state banking regulators to close its Lauderdale Lakes,
Fla., branch, leaving it with only a Miami office in that state.

Boston-based OneUnited, the nation's largest minority-owned
lender, has been under scrutiny since the financial crisis for
seeking political favors to obtain a $12 million federal bailout,
according to the Boston Globe.

The bank's application to close the branch said it cannot afford
to operate the Lauderdale Lakes facility profitably "due to the
low level of deposits and lack of growth over the last several
years."


OSWALDO ROBLES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Joint Debtors: Oswaldo E. Robles
               Kathryn Margaret Robles
               10260 NW 52 St.
               Coral Springs, FL 33076

Bankruptcy Case No.: 10-36633

Chapter 11 Petition Date: September 3, 2010

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

Judge: Raymond B. Ray

Debtor's Counsel: Joel M. Aresty, Esq.
                  JOEL M. ARESTY P.A.
                  13499 Biscayne Blvd #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  E-mail: aresty@mac.com

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

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

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


PACIFIC CAPITAL: DBRS Downgrades Tendered Subordinated Debt to 'D'
------------------------------------------------------------------
DBRS has downgraded the tendered subordinated debt securities of
Pacific Capital Bancorp (PCBC or the Company) to "D" following the
execution of its notes exchange offer.  The default status for the
exchanged and now-extinguished subordinated debt reflects DBRS's
view that certain bondholders, which consented to the exchange
offer, were paid out less than face value, which as discussed in
DBRS's press release dated May 19, 2010, is considered a default
per DBRS policy.

All other ratings, including PCBC's Issuer & Senior Debt rating of
CC, remain Under Review with Positive Implications.  DBRS notes
that PCBC closed the previously announced $500 million investment
in the Company by SB Acquisition Company LLC, a wholly owned
subsidiary of Ford Financial Fund, L.P. (Ford).  As a result of
the Ford investment, DBRS expects the Company to have enough
capital to be considered "well capitalized" under traditional
regulatory guidelines, but it remains unclear whether the
regulatory metrics would meet or exceed the enhanced capital
requirements mandated by the OCC.

Overall, $68 million out of a $121 million aggregate principal
amount in subordinated debt securities were tendered, while none
of the outstanding trust preferred securities were tendered.  DBRS
viewed the tender offer as coercive and unequal (not receiving
par) for bondholders, which is considered a default by DBRS
policy.

DBRS notes that the review will likely be concluded following the
release of 3Q10 results.  If the capital plan of converting the
newly outstanding mandatorily convertible preferred stock into
common equity goes as expected, there could be upward rating
pressure depending on the extent that DBRS believes the newly
augmented capital position will be able to provide sufficient loss
protection given the substantial asset quality issues still facing
the Company.  Moreover, DBRS will look to the Company's ability to
generate revenues and control expenses to provide sufficient and
sustainable income before provisions and taxes.


PEARLAND CORNERS: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Pearland Corners II, LP
          dba PCII
        3115 Dixie Farm Rd
        Pearland, TX 77584

Bankruptcy Case No.: 10-12514

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Frank B. Lyon, Esq.
                  6836 Austin Center Blvd., Suite 150
                  Austin, TX 78731
                  Tel: (512) 345-8964
                  Fax: (512) 345-4393
                  E-mail: frank@franklyon.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 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb10-12514.pdf

The petition was signed by PCII, GP, LLC-J.Carlew & Faye Ausmus,
managers.


PEARLAND INVESTMENT: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pearland Investment Partners, LLC
        2100 NASA Parkway, Suite 201
        Seabrook, TX 77586

Bankruptcy Case No.: 10-37545

Chapter 11 Petition Date: September 3, 2010

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Kimberly Anne Bartley, Esq.
                  WALDRON & SCHNEIDER, L.L.P.
                  15150 Middlebrook Drive
                  Houston, TX 77058
                  Tel: (281) 488-4438
                  Fax: (281) 488-4597
                  E-mail: kbartley@ws-law.com

Scheduled Assets: $383,320

Scheduled Debts: $881,414

The petition was signed by James D. Butcher, manager.

Debtor's List of four Largest Unsecured Creditors:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
Community National Bank             Owner                 $780,000
c/o Robert Wisner, Crain, Caton
& James
17th Floor, 5 Houston Center
1401 McKinney Street
Houston, TX 77010-4035

Hydrocarbon Technologies, Limited   Business               $95,000
c/o Brad Rapp
Rapp Law Firm, PC
3050 Post Oak Boulevard, Suite 400
Houston, TX 77056

Brazoria County Appraisal Dist      Taxes                   $3,346
500 N. Chenango
Angleton, TX 77515

Alvin ISD                           Taxes                   $3,069


PETTERS GROUP: Creditor Loses Bid to Oust Bankruptcy Trustee
------------------------------------------------------------
Hedge fund Ritchie Special Credit Investments Ltd. has failed to
undo the appointment of a bankruptcy trustee for affiliates of
convicted Ponzi schemer Thomas J. Petters or win the right to
intervene in a government seizure action against the fraud artist,
Bankruptcy Law360 reports.

Law360 says two separate panels of the U.S. Court of Appeals for
the Eighth Circuit issued opinions Thursday affirming rulings by
the U.S. District Court for the District of Minnesota.

                  About Petters Group Worldwide LLC

Based in Minnetonka, Minnesota, Petters Group Worldwide LLC is
named for founder and chairman Tom Petters.  The group is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other affiliates filed separate
petitions for Chapter 11 protection (Bankr. D. Minn. Case No.
08-45257) on October 11, 2008.  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., serves as the Debtors' counsel.
In its petition, Petters Company, Inc., estimated debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, estimated debts of not more than $50,000.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on October 6, 2008 .  Petters Aviation, LLC is a
wholly owned unit of Thomas Petters Inc. and owner of
MN Airline Holdings, Inc., Sun Country's parent company.


PHILIP ELIZONDO: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Philip W. Elizondo
               Denise M. Elizondo
               911 Lilac
               Naperville, IL 60540

Bankruptcy Case No.: 10-39553

Chapter 11 Petition Date: September 2, 2010

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

Judge: Susan Pierson Sonderby

Debtors' Counsel: Paul M. Bach, Esq.
                  LAW OFFICES OF PAUL M. BACH
                  P.O. Box 1285
                  Northbrook, IL 60065
                  Tel: (847) 564-0808
                  Fax: (847) 564-0985
                  E-mail: paul@bachoffices.com

Scheduled Assets: $4,676,806

Scheduled Debts: $14,007,823

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb10-39553.pdf

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Lincoln Square Group, LLC             10-21466            05/11/10


PIERRE FOODS: Moody's Assigns 'B1' Rating to $835 Mil. First Loan
-----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to the proposed
$835 million first lien term loan due 2016 of Pierre Foods, Inc.
The rating has been assigned subject to the completion of the
proposed merger of Pierre, Advance Food Company, Inc., and Advance
Brands, LLC, and the review of the executed loan documentation.
Concurrent with this action, Moody's has confirmed Pierre's B2
corporate family rating and B2 probability of default rating thus
concluding the review initiated on July 30, 2010.  The rating
outlook is stable.

Assignments:

Issuer: Pierre Foods, Inc.

  -- Proposed Senior Secured Bank Credit Facility, Assigned at B1
     (LGD3, 44%)

Outlook Actions:

Issuer: Pierre Foods, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: Pierre Foods, Inc.

  -- Probability of Default Rating, Confirmed at B2
  -- Corporate Family Rating, Confirmed at B2

The rating on the existing $265 million term loan remains on
review for possible downgrade.  Upon successful completion of the
merger and repayment of the term loan, the ratings will be
confirmed at B2 and withdrawn.

                        Ratings Rationale

The B2 corporate family rating reflects the substantial increase
in debt required to effect the merger and the introduction of
integration risk associated with plans to reconfigure the
manufacturing footprint, streamline purchasing operations and
integrate the workforce.  Further, as a producer of variety of
prepared meats, Advance Pierre Foods will be exposed to beef,
chicken, and other commodity pricing risks which have historically
introduced volatility in each of the legacy businesses'
operations.  More positively, the merger will increase operating
scale and is expected to add to both product and end-market
diversification.  Moody's anticipates that cross selling
opportunities will bolster the new business pipeline providing new
growth opportunities.  While initial leverage will likely increase
as a result of the merger, Moody's anticipates that recent
business wins coupled with an ongoing focus on product
profitability initiatives and expected synergy realizations should
drive leverage down meaningfully over the next twelve months.

The ratings could face positive pressure over the intermediate
term if Pierre is successful in implementing its integration plan
and reducing debt while remaining free cash flow positive.
Moody's would expect debt-to-EBITDA to be sustainable around 4.0x
prior to any ratings upgrade.  Conversely, ratings could face
negative pressure if commodity price increases exceed pricing
actions over an extended period or the integration causes a
disruption to Advance Pierre Foods operating performance that
results in a weakened liquidity profile, margin compression and/or
increased leverage.  Leverage sustained above 6.0x would not be
viewed as sustainable at the current rating level.

The last rating action of Pierre was the July 30, 2010 placement
of all ratings on review for possible downgrade.

Advance Pierre Foods is a manufacturer of packaged sandwiches,
breaksteak (Philly steaks), country fried steaks, and fully cooked
burgers in U.S. serving foodservice, school, clubstore, C-store,
vending, military and retail channels.


PLATINUM ENERGY: Reports $2.4MM Net Income in June 30 Quarter
-------------------------------------------------------------
Platinum Energy Resources, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $2.4 million on $8.6 million of
revenue for the three months ended June 30, 2010, compared with a
net loss of $6.9 million on $9.0 million of revenue for the same
period of 2009.

The Company has incurred significant losses, resulting in
cumulative losses of $109.8 million through June 30, 2010.  The
Company's outstanding loan with the Bank of Texas originally
matured on June 1, 2010.  At June 30, 2010, the loan balance was
approximately $9.5 million.  On August 6, 2010, the Company paid
$1 million of principal to the Bank of Texas and was granted an
extension to the maturity date of the loan to September 1, 2010.
The Company says its current cash on hand is not adequate to
satisfy the Bank of Texas debt.

The Company's balance sheet at June 30, 2010, showed $63.0 million
in total assets, $32.2 million in total liabilities, and
stockholders' equity of $30.8 million.

As reported in the Troubled Company Reporter on July 7, 2010, GBH
CPAs, PC, in Houston, Texas, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its 2009 results.  The independent auditors noted that the
Company has experienced significant losses since inception and is
currently in default of its debt agreements.

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

               http://researcharchives.com/t/s?6ac5

Houston, Tex.-based Platinum Energy Resources, Inc. (PGRI.PK)
-- http://www.platenergy.com/-- is an oil and gas exploration and
production company with approximately 37,000 acres under lease in
relatively long-lived fields with well established production
histories and is currently engaged in drilling, developing and
exploiting these properties to provide long-term growth in
stockholder value.  The Company's properties are concentrated
primarily in the Gulf Coast region in Texas, the Permian Basin in
Texas and New Mexico and the Fort Worth Basin in Texas.


PROFESSIONAL VETERINARY: Wants to Sell ProConn Assets to MicroBeef
------------------------------------------------------------------
Professional Veterinary Products, Ltd. and its units ask for
authorization from the Hon. Timothy J. Mahoney of the U.S.
Bankruptcy Court for the District of Nebraska to sell ProConn,
LLC's assets, free and clear of all liens, claims and interests to
MicroBeef Products, Ltd.

The ProConn Assets sought to be sold are subject only to the lien
of Wells Fargo Bank, N.A., and Wells Fargo has approved this
transaction.  Wells Fargo's liens will attach to the proceeds.

The assets will be sold for approximately $127,000.  A copy of the
bill of sales and the list of assets to be sold is available for
free at:

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

The last day to object or resist the Debtors' request to sell the
ProConn assets to MicroBeef is September 10, 2010.  If an
objection is filed, a hearing will be held on September 13, 2010,
at 1:30 p.m.

                  About Professional Veterinary

Professional Veterinary Products Ltd. -- http://.pvpl.com/--
operates a veterinary supply company owned and managed by
veterinarians.  Includes company information, products, and an
online tour.

Professional Veterinary sought Chapter 11 protection from
creditors on August 20 in Omaha, Nebraska (Bankr. D. Neb. Case No.
10-82436).  Affiliates ProConn and Exact Logistics also filed for
Chapter 11.

The Company reported $89.79 million in total assets,
$78.23 million in total liabilities, and $11.56 million in
stockholders' equity at June 30, 2010.

The Company has hired McGrath North Mullin & Kratz PC LLC, as
bankruptcy counsel and Alliance Management as financial and
restructuring advisors.


PROVIDENCE SERVICE: S&P Gives Positive Outlook, Keeps 'B+' Rating
-----------------------------------------------------------------
Despite state budgetary pressures, Tucson-based Providence Service
Corp's. social services and nonemergency transportation business
segments have generated better cash flows than S&P expected,
contributing to debt repayment and an improved financial risk
profile.

The recent completion of the contract renewal cycle resulted in a
net gain in value and extension of Medicaid funding, lessening the
risk of a material contract loss.

S&P is revising its rating outlook to positive from stable, and
affirming its 'B+' corporate credit rating.

The positive rating outlook reflects S&P's belief that Providence
will continue demonstrating revenue growth from its expanding
Medicaid population, which could help it maintain improved credit
metrics.

Standard & Poor's Ratings Services said that it revised its
ratings outlook on Tucson-based health services provider
Providence Service Corp. to positive from stable, reflecting S&P's
belief that Providence will continue demonstrating revenue growth
from its expanding Medicaid population, which could help it
maintain improved credit metrics.

"The rating on Providence reflects its weak business risk profile,
related to its high dependence on Medicaid contracts with state
and local agencies and its improving, but still significant level
of financial risk," said Standard & Poor's credit analyst Tahira
Wright.  The company's leading position in a highly fragmented
niche market and track record of contract retention only partially
offset these risks.

Despite Providence's position as a leading player in a niche
industry providing home and community-based social services,
foster care, nonemergency transportation service, and management
of other not-for-profit organizations, it relies heavily on
contracts associated with government agencies (about 80% of its
total contract base).  This reliance (11 payors are approximately
50% of total revenues) is a significant factor in S&P's evaluation
of Providence's business risk profile: Many states have
encountered budget constraints because of weak macroeconomic
conditions.  In particular, the Logisticare transport business
(about 55% of total revenues), acquired in late 2007, caused a
significant decline in performance in the second half of 2008 when
weaker profitability raised S&P's concern about the company's
ability to comply with its bank covenant compliance requirements.
This business has since turned around and reported double-digit
revenue growth for six consecutive quarters, now benefiting from
improved utilization and cost management.

While the overall company was successful in substantially renewing
contracts for the 2010/2011 fiscal year, potential competition in
its transport business (given low barriers to entry) may make
securing new contracts harder.  Providence recently was
unsuccessful in renegotiating its Missouri contract; the new award
is being protested by management.  While better rates, increased
volume, and the newly added Arkansas contract should mitigate any
meaningful loss, the success of this business will continue to
rely on renewing and establishing new contracts.


Q2 GOLD: Intends to Wind Up its Affairs
---------------------------------------
Q2 Gold Resources Inc. disclosed on September 2 its intention to
cease reporting and to wind up its affairs.

Q2 Gold was originally created in 2007, when Corriente Resources
Inc. completed a spin-off of its Piedra Liza and Caya 36 gold
exploration concessions in Ecuador to the Company in an
arrangement transaction that closed on June 15, 2007.  Corriente
was at that time focused on the development of the Corriente
Copper Belt, and saw potential for the separate development of the
Piedra Liza and Caya 36 concessions, which are proximate to the
Fruta del Norte gold deposit and the Nambija gold skarns, as part
of a larger gold play.  The Company's primary strategy was to gain
market momentum from potential news anticipated from the
development work that was expected to be carried out by
Aurelian/Kinross on the Fruta del Norte deposit in 2008 and 2009,
and on that basis to raise sufficient equity financing to support
an exploration program.  That strategy was interrupted by the
imposition by the government of Ecuador in April 2008 of a
suspension of all mining-related activities in Ecuador, followed
later that year by the global recession.

As part of the spin-off transaction and to assist Q2 Gold with its
business objectives, Corriente originally agreed to lend Q2 Gold
up to $750,000, including accrued interest, in instalments under a
convertible loan facility secured against all of the assets of the
Company. By amendments dated September 25, 2008 and December 3,
2009, the maximum amount of the loan was increased to $1,500,000
and the maturity date extended to December 31, 2010.  At any time
prior to maturity, Corriente can require the Company to convert
the outstanding balance, including accrued interest, into common
shares of Q2 Gold at a conversion price of $0.10 per share. As at
June 1, 2010, the Company reached the maximum facility amount of
$1,500,000; accordingly, monthly interest payments since that date
are required to be made by the Company from cash on hand.

If the total amount of the loan were converted to shares today,
Corriente would own approximately 38% of the Company's outstanding
shares.

The combination of the above-noted events and their timing, the
extremely early-stage nature of the Company's concessions, the
country risks inherent in Ecuador and the significance of the
convertible loan held by Corriente has made obtaining any new
third-party financing for the Company a virtual impossibility.

On May 31, 2010, Corriente was acquired pursuant to a take-over
bid by a joint venture of two Chinese state-owned companies. To
that date, the Company's directors and officers were those of
Corriente, except that Q2 Gold had one additional director who was
independent of both Q2 Gold and Corriente.  Concurrent with the
take-over, all of the directors of Corriente resigned and the
employment of all of the officers of Corriente was terminated.
Effective June 1, 2010, all of the Company's directors and
officers were independent of Corriente.

Q2 Gold's board and management have pursued all reasonable
avenues, including the potential for additional interim financing
by Corriente, new equity financing, a sale or joint venture of the
properties, or a write-down of the Corriente debt, in an effort to
improve the Company's financial situation.  None of those
discussions has led to a solution to our ongoing capital
requirements, and given the circumstances, the board of directors
has concluded that the Company has no realistic prospects for
financing.

With realization by Corriente on its security in the next few
months apparently inevitable, the Company's board is of the view
that it would be pointless to continue to pay monthly interest
payments due on the convertible loan or to incur additional
expenses for rent, administrative services, and the calling and
holding of an annual meeting this fall.  The decision was taken
not to pay the monthly interest payment that was due on August 31,
with the result that the Company is now in default under the loan.

The board is also of the view that there is nothing to be gained
for the Company or its shareholders or creditors from a formal
winding-up process, and that it would not be prudent to incur
needless expense in that regard.  The Company has paid its trade
creditors in full and has no liabilities other than the debt to
Corriente. It assumes that Corriente will take steps to enforce
its security over all of the company's remaining assets, being its
interest in the Piedra Liza and Caya 36 concessions and its cash
on hand.

Accordingly, the Company intends to stop filing continuous
disclosure documents and annual reports with the securities and
corporate regulators, as a result of which, in due course, the
shares of the Company will be made subject to a cease-trade order
and the Company struck from the British Columbia Register of
Companies ("BC Register").

At the close of the Arrangement, the adjusted cost base ("ACB")
attributed to the shares of the Company that were distributed to
Corriente's shareholders was $C0.0039 per share. The Company
expects that once the Company has been struck from the BC
Register, its shares will have no value.  Shareholders should
consult their financial or tax advisors.

On July 28, 2010, the Company received the resignation of Richard
Clark as a director.  The officers of the Company and all of its
remaining directors have resigned from the Company, effective at
the close of business September 2.


QL2 SOFTWARE: Completes Plan of Reorganization
----------------------------------------------
Hale Global and QL2 Software, Inc., have completed the plan of
reorganization previously approved by the bankruptcy court.  The
reorganized company is named QL2 Software, LLC.

The plan of reorganization pays allowed creditor claims in full,
with consideration for equity holders and exit financing to
support the growth of QL2.

"After six months of work, we are extremely excited to complete
QL2's reorganization," said Charles Hale, President of Hale
Global.  "With Hale Global's backing, and the skills of its
veteran executive team going forward, QL2 will continue to build
on its pioneering leadership in the real-time competitive data
market, while keeping customer satisfaction our number one
operational priority."

"QL2 is extremely excited about our future," said Paul Campbell,
Senior Vice President of Field Operations.  "We have emerged in a
strong position to continue the market-leading, innovative data
services that our customers worldwide rely on to run their
businesses."

"On behalf of the committee, we are pleased that allowed creditor
claims have been paid in full, with interest," said Larry Ream of
Bullivant Houser Bailey, counsel to the official committee of
unsecured creditors.  "Hale Global proved a reliable and
experienced equity sponsor, and the creditors look forward to
working with the reorganized QL2 in the future."

                        About QL2 Software

QL2 is the industry leader in providing services and technology
for near real-time pricing and product data from unstructured
sources such as the Web.  With over 200 customers across more than
35 countries, "QL2data" drives better business decisions and
increased revenue.  QL2's customers include 7 of the top 10 global
airlines, 5 of the top global online travel agencies, and Global
100 energy, car rental, retail, pharmaceutical and life science
companies.

QL2 Software, Inc., on January 12 said it is voluntarily
restructuring its debt obligations under the protection of Chapter
11 of the U.S. Bankruptcy Code in the United States Bankruptcy
Court in Seattle.

                         About Hale Global

Hale Global -- http://www.haleglobal.com/-- is a technology
holding company with offices in Boston and New York.  Hale Global
partners with leading companies and their management teams to
invest in and manage businesses facing operational or strategic
inflection points.


QUALITY COMPONENTS: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Quality Components of Tampa Bay, LLC
          aka Quality Components
        1703 Needles Lane E.
        Largo, FL 33771

Bankruptcy Case No.: 10-21429

Chapter 11 Petition Date: September 2, 2010

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

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $243,198

Scheduled Debts: $3,141,695

A list of the Company's 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-21429.pdf

The petition was signed by Ivan B. Dotzinski, managing member.


QVC INC: Refinancing Won't Affect Moody's 'Ba2' Ratings
-------------------------------------------------------
Moody's Investors Service said QVC, Inc.'s refinancing of its
credit facilities does not affect the company's Ba2 Corporate
Family Rating, Ba3 Probability of Default Rating, Ba2 senior
secured bond ratings, or stable rating outlook or the ratings and
current review for downgrade of QVC's parent company, Liberty
Media LLC.  In connection with the refinancing, QVC's existing
credit facilities were repaid and Moody's updated the loss given
default point estimates on QVC's bonds to reflect a change in the
collateral package.  For further information, please see
www.moodys.com.

LGD Updates:

Issuer: QVC, Inc.

  -- Senior Secured Bonds, Changed to LGD3 - 37% from LGD3 - 35%
     (no change to Ba2 rating)

Moody's last action on QVC was on March 17, 2010, when it assigned
a Ba2 rating to QVC's notes maturing in 2017 and 2020.

QVC, headquartered in West Chester, Pennsylvania, is one of the
largest multimedia retailers in the world primarily targeting
female shoppers with a mix of beauty, fashion, jewelry and home
products.  QVC was founded in 1986 and has operations in the U.S.,
United Kingdom, Germany and Japan with plans to expand into Italy
in 2010.  The company is a wholly owned subsidiary of Liberty and
attributed to the Liberty Interactive tracking stock.  Revenue was
approximately $7.6 billion for the LTM ended June 30, 2010.


QWEST COMMS: Shareholders Okay Proposed Merger With CenturyLink
---------------------------------------------------------------
CenturyLink Inc. and Qwest Communications International Inc.
announced that shareholders of both companies overwhelmingly
approved all proposals related to the merger between CenturyLink
and Qwest.

At a special meeting of CenturyLink's shareholders held today in
Monroe, more than 97 percent of the votes cast supported the
proposal to issue CenturyLink common stock to Qwest shareholders
in connection with the proposed merger.

Approximately 97 percent of the votes cast -- representing nearly
79 percent of Qwest's shares outstanding -- voted to adopt the
merger agreement at Qwest's special shareholder meeting held today
in Denver.

"Shareholder approval is another significant milestone in the
merger approval process," said Glen F. Post, III, chief executive
officer and president of CenturyLink.  "I want to thank the
shareholders of both companies for their notable support of the
CenturyLink and Qwest combination.  This is a transformative
transaction that enables CenturyLink to be well-positioned both
nationally and locally as a leader in providing broadband and
next-generation communications services in urban and rural
America."

"Qwest shareholders' support of the merger with CenturyLink
demonstrates the value of combining the two companies," said
Edward A. Mueller, Qwest chairman and chief executive officer.
"Together, we will be stronger both financially and operationally,
which will benefit customers, shareholders and the communities in
which we operate.  Qwest shareholders will benefit from an
increased dividend and will be able to participate in the upside
potential of the combined company through ownership in CenturyLink
stock."

In addition to approvals by CenturyLink and Qwest shareholders,
the companies have received clearance from the U.S. Department of
Justice and approval from seven state regulatory utility
commissions.

Reviews continue in 14 other states and the District of Columbia
and at the Federal Communications Commission.  The companies
expect to complete the merger in the first half of 2011.

Upon completion of the transaction, Qwest will become a wholly
owned subsidiary of CenturyLink, and each share of Qwest stock
will be converted into 0.1664 shares of CenturyLink common stock.
CenturyLink plans to continue its current annual dividend of $2.90
per share, subject to Board approval.  CenturyLink shareholders
will own approximately 50.5 percent and Qwest shareholders will
own about 49.5 percent of the combined company.

Upon close, the combined company will be headquartered in Monroe,
and will maintain a key operational presence in Denver.  Together,
the companies employ approximately 49,000 people nationwide.

As of June 30, 2010, CenturyLink and Qwest served approximately
5.2 million broadband customers, 16.2 million access lines, 1.5
million video subscribers and nearly one million wireless
customers in 37 states.  The combination results in a robust,
national 180,000 route mile fiber network, which enables delivery
of a diverse mix of offerings and increased scale.

                           About Qwest

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95 percent of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

Qwest carries a 'Ba1' corporate family and probability of default
ratings from Moody's and has 'BB' issuer credit ratings from
Standard & Poor's.

"Our high debt levels pose risks to our viability and may make us
more vulnerable to adverse economic and competitive conditions, as
well as other adverse developments," the Company said in its Form
10-K for the year ended Dec. 31, 2009.  At Dec. 31, the Company's
consolidated debt was approximately $14.2 billion.  Approximately
$5.8 billion of its debt obligations come due over the next three
years.  This amount includes $1.265 billion of our 3.50%
Convertible Senior Notes due 2025, which it may elect to redeem at
any time on or after November 20, 2010 and holders may require the
Company to repurchase for cash on November 15, 2010.

The Company's balance sheet at June 30, 2010, showed
$18.95 billion in total assets, $20.20 billion in total
liabilities, and a stockholders' deficit of $1.24 billion.


RANDALL KLOKE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Randall C. Kloke
        3145 Brandau Rd.
        Hermitage, TN 37076

Bankruptcy Case No.: 10-09480

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M Lundin

Debtor's Counsel: Elliott Warner Jones, Esq.
                  1600 Division Street, Suite 675
                  Nashville, TN 37203
                  Tel: (615) 916-5264
                  E-mail: elliott@elliottwarnerjones.com

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

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

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb10-09480.pdf

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
115 Duluth, LLC                        09-05022    05/01/09
Nustone Distributing, Inc.             09-05647   05/19/09


RCLC INC: Court Extends Filing of Schedules Until Sept. 17
----------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey extended, at the behest of RCLC, Inc., et
al., the deadline for the filing of schedules of assets and
liabilities, executory contracts and unexpired leases, lists of
equity security holders, statement of financial affairs and other
documents until September 17, 2010, or for 30 days.

The schedules were initially due on September 1, 2010.  The
Debtors weren't able to complete the schedules at that time
because the Debtors and their professionals were required to focus
on numerous tasks relating to and in preparation for the filing of
the Debtors' Chapter 11 cases, including: (a) reviewing voluminous
loan and other corporate documents; (b) analyzing the Debtors'
cash flow projections and negotiating a postpetition financing
facility from Wells Fargo, N.A.; (c) negotiating a letter of
intent, and drafting asset purchase agreement, for the Sale of
assets and responding to due diligence requests; (d) preparing the
Debtors' petitions and other first day motions; (e) responding to
inquiries of the Debtors' board of directors, executives and key
employees; (f) addressing issues relating to the Debtors' various
financial obligations; and (g) maintaining and supporting the
Debtors' normal administrative operations.

                       About RCLC, Inc.

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

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

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.


RCLC INC: DIP Financing Gets Interim Nod; Committee Objects
-----------------------------------------------------------
RCLC, Inc., et al., sought and obtained interim authorization from
the Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey to obtain postpetition secured financing
from WELLS Fargo Bank, National Association, acting through its
Wells Fargo Capital Finance.

A copy of the DIP financing agreement is available for free at:

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

The DIP lenders committed to provide up to an aggregate principal
amount of $2,700,000 at any time outstanding, plus the
accommodation over-advance of up to $2,450,000.

The Debtors need the DIP financing to fund their Chapter 11 cases,
pay suppliers and other parties.

The DIP facility will mature on October 1, 2010.  The DIP facility
will incur these interests per annum: (i) revolving advances
evidenced by the revolving note, an annual interest rate equal to
the sum of the Prime Rate plus 3.50%; and (ii) with respect to the
accommodation overadvance, an annual interest rate equal to the
sum of the Prime Rate plus 8.00%.  In the event of default, the
Debtors will pay an additional 3% default interest per annum.

The Debtors are required to pay a host of fees to Wells Fargo,
which include:

     (a) $10,000 origination fee;

     (b) .25% per annum unused line fee, or the maximum line
         amount reduced by outstanding revolving advances;

     (c) $1,000 collateral monitoring fee per month;

     (d) collateral exam fees of $950 per day per collateral
         Examiner, together with any reasonable related out-of-
         pocket costs and expenses incurred by the Lender;

     (e) $100 monthly collateral monitoring service fees;

     (f) $500 overadvance fees; and

     (g) other fees and charges.

For all of the DIP obligations, the Lender is granted an allowed
superpriority administrative expense claim.  As security for the
DIP obligations, the Lender will be granted a valid, perfected,
priming, first-priority senior security interest in and liens on
all of the Debtors' now owned and hereafter acquired, created or
arising Collateral.

The ability of the Debtors to use the Wells Fargo's cash
collateral and the agreement by the Lender to make the
postpetition financing available to the Debtors will continue
until the earliest of (i) the entry of the Final Order,
(ii) September 2, 2010, if the Final Order has not been entered by
that date, (iii) October 1, 2010, which may be extended solely at
the option of the Lender in writing, without the need for any
further Court approval or as otherwise set forth in the
DIP loan documents, or (iv) the occurrence of an event of default
under the DIP loan documents.

              Committee Objects to DIP Financing

The Official Committee of Unsecured Creditors of the Debtors has
objected to the Debtors' request to obtain postpetition financing,
saying that it is unclear whether the Debtors truly need the
postpetition financing, as opposed to simply using cash
collateral.  "What is clear to the Committee is that (i) the
postpetition financing provides the Debtors with very limited
funds, (ii) it comes at an exorbitant 'cost of money',
(iii) it provides a package of benefits to Wells Fargo that has no
rational economic basis and is overreaching, and (iv) Wells Fargo
is the only beneficiary of the postpetition financing," the
Committee said.

The Committee has objected to certain terms and conditions of the
proposed DIP facility that appear to expand Wells Fargo's
collateral base, provide for the roll-up of Wells Fargo's debt,
grant unwarranted adequate protection to the Lender, and otherwise
alter the level playing field that should exist in Chapter 11.

The Committee stated, "Many of the terms of the DIP Facility, the
DIP Agreement, and the interim financing order are inappropriate
under the (U.S.) Bankruptcy Code and applicable law and, if
continued in a final order granting the DIP motion, will unduly
prejudice the rights and interests of the Debtors' estates and
unsecured creditors."

The Committee is represented by Lowenstein Sandler PC.

                         About RCLC Inc.

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

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

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.


RCLC INC: U.S. Trustee Appoints 5 Members to Creditors Panel
------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appoints five
members to the Official Committee of Unsecured Creditors in RCLC,
Inc, et al.'s Chapter 11 cases.

The Committee members include:

1) Ken Miller, Chairperson
   Graham Packaging Plastics Products, Inc.
   2401 Pleasant Valley Road
   York, PA 17402
   Tel: (717)-849-1823
   Fax: (717) 505-5122

2) Huajun Shen
   Ningbo Jiawei Electron Co., Ltd.
   Ditang, Yuyao
   Ningbo, China
   Tel: (86) 574-62244350
   Fax: (86) 574-62240528

3) Kenneth DeGraw
   Withum Smith & Brown, PC
   3040 Route 22 West
   Somerville, NJ 08876
   Tel: (908) 526-6363
   Fax: (908) 526-9944

4) Suzanne M. Klar, Esq.
   PSE&G
   80 Park Place, T5-D
   Newark, NJ 07102
   Tel: (973) 430-6483
   Fax: (973) 645-1103

5) Alan J. Giannone
   Village Catering
   9228 Ashton Road
   Philadelphia, PA 19114
   Tel: (215) 638-1117
   Fax: (215) 698-9130

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

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

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.


REDDY ICE: Two Officers Set Rule 10b5-1 Trading Plans
-----------------------------------------------------
Reddy Ice Holdings Inc. said that certain officers of the Company
including Paul D. Smith, the Company's Executive Vice President
and Chief Operating Officer, and Angela S. Wallander, the
Company's Executive Vice President and Chief Administrative
Officer, have established pre-arranged personal stock trading
plans, in each case to purchase shares of the Company's common
stock.

The plans are intended to comply with Rule 10b5-1 of the
Securities Exchange Act of 1934, as amended, which enables
securities holders to adopt pre-arranged stock trading plans for
the purchase or sale of predetermined amounts of securities on a
non-discretionary basis.  Mr. Smith's trading plan will expire in
September 2011 and Ms. Wallander's trading plan will expire in
June 2011.

Purchases of shares pursuant to the stock trading plans will be
reported through Form 4 filings with the Securities and Exchange
Commission.  Except as may be required by law, the Company does
not report stock trading plans by other company officers or
directors, or modifications, transactions or other activities
under any previously announced plan.

                        About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name.

                          *     *     *

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's, and 'B2' corporate family and
probability default ratings, with "negative" outlook, from
Moody's.

Moody's Investors Service lowered Reddy Ice Holdings, Inc.'s
(the entity that wholly owns Reddy Ice Corporation) corporate
family and probability-of-default ratings to B3 from B2, and
its $12 million senior discount notes due 2012 to Caa2 from Caa1.
Moody's also lowered the rating on Reddy Ice Corporations'
$300 million first lien senior secured notes due 2015 to B2 from
B1 and the $139 million second lien notes due 2015 to Caa2 from
Caa1.  The ratings outlook remains negative.  The speculative
grade liquidity rating was affirmed at SGL-3.


RESTINN DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Restinn Development, LLC
        P.O. Box 21500
        Chattanooga, TN 37424

Bankruptcy Case No.: 10-15238

Chapter 11 Petition Date: September 3, 2010

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

Judge: Shelley D. Rucker

Debtor's Counsel: Brent James, Esq.
                  HARISS HARTMANN LAW FIRM PC
                  P.O. Drawer 220
                  Rossville, GA 30741
                  Tel: (706) 861-0203
                  Fax: (706) 861-6838
                  E-mail: bkcourts@harrisshartman.com

Scheduled Assets: $4,151,000

Scheduled Debts: $2,960,445

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tneb10-15238.pdf

The petition was signed by William R. Resides and James J.
Stinnett, members.


REVLON CONSUMER: Changing 401(K) Plan Record Keeper Oct. 1
----------------------------------------------------------
Revlon Consumer Products Corporation said it will be transitioning
the record keeper of its qualified defined contribution 401(k)
plan in the ordinary course of business and, while accounts are
being transitioned, as is standard administrative procedure, a
blackout on account activity will be imposed, including
investments into or out of the plan investment fund option which
holds Revlon, Inc. Class A common stock, par value $0.01 per
share.

The Company has furnished the required notice to participants in
the Revlon Employees' Savings, Investment and Profit Sharing Plan,
the Company's qualified defined contribution 401(k) plan,
informing them that the Plan is changing its record keeper
effective as of Oct. 1, 2010.

The notice advised that, as a result of these changes, and as is
customary with record keeper transitions, during a period starting
at 4:00 p.m. Eastern time on Sept. 17, 2010, Plan participants
will be unable to request paperwork from the Plan's record keeper
to obtain a loan, withdrawal or distribution from the Plan, and
during a period starting at 4:00 p.m. Eastern time on Sept. 23,
2010, Plan participants will be unable to direct or diversify
investments in their individual accounts.

The temporary blackout period is expected to end during the week
of Oct. 10, 2010.  The notice indicated that such restrictions
apply to shares of Revlon Common Stock held by Plan participants
through the Revlon, Inc. Class A Common Stock Fund.  Such notice
was also provided by RCPC, as Plan Administrator, to, and received
by, Revlon on Aug. 24, 2010.

In connection with the foregoing, the Company has sent a notice to
its executive officers and directors, pursuant to applicable laws,
informing them that, among other things, during the blackout
period, they would be prohibited from, directly or indirectly,
purchasing, selling or otherwise acquiring or transferring equity
securities of Revlon acquired in connection with their service or
employment as a director or executive officer.

During the blackout period and for a period of two years after the
ending date thereof, a Revlon security holder or other interested
person may obtain, without charge, information regarding the
blackout period, including the actual beginning and ending dates
of the blackout period, by contacting the office of the Executive
Vice President, Human Resources, Chief Legal Officer and General
Counsel of Revlon, Inc. at 237 Park Avenue, New York, New York
10017; telephone 212-527-5695.

                       About Revlon Consumer

Revlon Consumer Products Corporation operates in a single segment
and manufactures, markets and sells an extensive array of
cosmetics, women's hair color, beauty tools, anti-perspirant
deodorants, fragrances, skincare and other beauty care products.
Products Corporation is a direct wholly-owned operating subsidiary
of Revlon, Inc., which is a direct and indirect majority-owned
subsidiary of MacAndrews & Forbes Holdings Inc., a corporation
wholly-owned by Ronald O. Perelman.

                           *     *     *

The Company's balance sheet at June 30, 2010, revealed
$819.4 million in total assets, $304.9 million in total current
liabilities, $1.1 billion long term debt, $107.0 million long term
debts, $205.3 million long term pension and other post retirement
plan liabilities, and $64.1 million other long-term liabilities,
and a $965.2 million total stockholder's deficit.

Revlon carries a B/Positive/-- corporate credit rating from
Standard & Poor's.


REVLON INC: Registers 12MM Shares That May Be Pledged to Natixis
----------------------------------------------------------------
Revlon, Inc., filed with the Securities and Exchange Commission a
Form S-3 registration statement and related prospectus to register
12,192,398 shares of the company's Class A common stock, par value
$0.01 per share.

MacAndrews & Forbes beneficially owns 37,544,640 shares of Revlon
Class A common stock, par value $0.01 per share.  The 12,192,398
shares of Class A common stock covered by Revlon's prospectus are
held by NDX Holdings One LLC, a wholly owned subsidiary of
MacAndrews & Forbes Holdings Inc., with certain of its affiliates
other than Revlon, or will be held by NDX after being transferred
from MacAndrews & Forbes.

NDX may pledge up to 12,192,398 of these shares to Natixis, New
York Branch as collateral agent for itself and other secured
creditors to secure the obligations of NDX in connection with
certain loans, which loans are unrelated to MacAndrews & Forbes'
investment in Revlon.  MacAndrews & Forbes, Revlon's majority
stockholder, has requested Revlon register the pledged shares to
fulfill its obligation under such loans.

Revlon said the prospectus and the registration statement of which
it forms a part is not intended to be used, nor may it be used, by
MacAndrews & Forbes to sell any shares.  This prospectus and the
registration statement of which it forms a part is solely for use
by Natixis et al., as the Secured Parties, and may only be used by
the Secured Parties in the event they foreclose on the pledged
shares.

MacAndrews & Forbes may from time to time pledge shares of Class A
common stock to secure obligations in connection with future
loans.

Pursuant to the prospectus, the shares may be offered at $10.885 a
share.  Revlon said up to $132,714,252.23 may be raised in an
offering.

A full-text copy of the Company's prospectus is available at no
charge at http://ResearchArchives.com/t/s?6ac9

                         About Revlon Inc.

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

At June 30, 2010, the Company's balance sheet showed
$776.0 million in total assets, $308.9 million total current
liabilities, $1.103 billion long-term debt, $58.4 million long-
term debt (affiliates), $205.3 million long term pension
liabilities, and $64.1 million other long term liabilities, and a
$1.011 billion stockholders' deficiency.


RICHARD ANDERT: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Richard S. Andert, LLC
        1180 Airport Parkway
        Gainesville, GA 30501

Bankruptcy Case No.: 10-23971

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: Bradley J. Patten, Esq.
                  SMITH, GILLIAM, WILLIAMS AND MILES, P.A.
                  P.O. Box 1098
                  Gainesville, GA 30503
                  Tel: (770) 536-3381
                  E-mail: kbyers@sgwmfirm.com

Scheduled Assets: $1,500,575

Scheduled Debts: $773,948

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-23971.pdf

The petition was signed by Richard S. Andert, managing member.


ROBERT ALLEN: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Robert Allen Taylor Co.
        4154 Shoreline Drive, Suite 250
        Spring Park, MN 55384

Bankruptcy Case No.: 10-46619

Chapter 11 Petition Date: September 2, 2010

Court: U.S. Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Nancy C. Dreher

Debtor's Counsel: Joseph W. Dicker, Esq.
                  JOSEPH W. DICKER PA
                  1406 West Lake Street, Suite 208
                  Minneapolis, MN 55408
                  Tel: (612) 827-5941
                  Fax: (612) 822-1873
                  E-mail: joe@joedickerlaw.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 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mnb10-46619.pdf

The petition was signed by Philip Gower, chief director.


ROBERT GAUG: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Robert A. Gaug
               Joan C. Gaug
               1478 St. Stephens Church Road
               Crownsville, MD 21032

Bankruptcy Case No.: 10-30240

Chapter 11 Petition Date: September 2, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Debtors' Counsel: Geri Lyons Chase, Esq.
                  2007 Tidewater Colony Drive, Suite 2A
                  Annapolis, MD 21401
                  Tel: (410) 573-9004
                  Fax: (410) 266-8269
                  E-mail: gerichase@verizon.net

Scheduled Assets: $4,150,140

Scheduled Debts: $1,895,850

A list of the Joint Debtors' 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-30240.pdf


RONALD ZIEGLER: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ronald V. Ziegler
          aw Lincoln Drexel LLC
          aw RVZ, Inc.
        90 Marbella
        San Clemente, CA 92673

Bankruptcy Case No.: 10-22487

Chapter 11 Petition Date: September 3, 2010

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

Judge: Theodor Albert

Debtor's Counsel: James R. Selth, Esq.
                  WEINTRAUB & SELTH, APC
                  12121 Wilshire Blvd, Suite 1300
                  Los Angeles, CA 90025
                  Tel: (310) 207-1494
                  Fax: (310) 207-0660
                  E-mail: jim@wsrlaw.net

Scheduled Assets: $1,387,489

Scheduled Debts: $2,797,097

A list of the Debtor's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-22487.pdf


SAMAHI HOMES: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Samahi Homes, LLC
        11623 Versailles Lakes Ln.
        Houston, TX 77082

Bankruptcy Case No.: 10-37643

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Jack Nicholas Fuerst, Esq.
                  8955 Katy Freeway, Suite 205
                  Houston, TX 77024
                  Tel: (713) 299-8221
                  Fax: (713) 789-2606
                  E-mail: jfuerst@sbcglobal.net

Scheduled Assets: $2,935,063

Scheduled Debts: $2,466,204

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb10-37643.pdf

The petition was signed by Vinay Karma, member.


SB PARTNERS: Posts $87,100 Net Loss in June 30 Quarter
------------------------------------------------------
SB Partners filed its quarterly report on Form 10-Q, reporting a
net loss of $87,096 on $1.1 million of revenue for the three
months ended June 30, 2010, compared with net income of
$1.8 million on $1.1 million of revenue for the same period of
2009.

For the three months ended June 30, 2009, the Company's  equity
interest in the income of Sentinel Omaha, LLC, was $1.9 million.

The partnership's balance sheet at June 30, 2010, showed
$37.5 million in total assets, $38.8 million in total liabilities,
and a partners' deficit of $1.3 million.

As reported in the Troubled Company Reporter on June 15, 2010,
Dworken, Hillman, LaMorte and Sterczala, P.C., in Shelton,
Connecticut, expressed substantial doubt about SB Partners'
ability to continue as a going concern, following its 2009
results.  The independent auditors noted that the partnership's
unsecured credit facility matured on February 28, 2009, and the
partnership has not yet been able to arrange a replacement loan,
extension or refinancing.

The outstanding amount of the Loan at June 30, 2010, was
$22.0 million.

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

               http://researcharchives.com/t/s?6ab4

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.   As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

In addition, the Company has a 30% interest in Sentinel Omaha,
LLC.  Sentinel Omaha is a real estate investment company which
currently owns 24 multifamily properties and 1 industrial property
in 17 markets.  Sentinel Omaha is an affiliate of the
partnership's general partner.


S.K. GROUP: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: S.K. Group of Motels, Inc.
        1971 North Street
        Ashburn, GA 31714

Bankruptcy Case No.: 10-11542

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Middle District of Georgia (Albany)

Debtor's Counsel: Christopher W. Terry, Esq.
                  STONE AND BAXTER, LLP
                  577 Mulberry Street, Suite 800
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  E-mail: cterry@stoneandbaxter.com

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

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

A list of the Company's 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/gamb10-11542.pdf

The petition was signed by Sunil Patel, president.


SMART ONLINE: Sells Add'l $200,000 Note to Existing Noteholder
--------------------------------------------------------------

Smart Online Inc. sold on Aug. 30, 2010, an additional convertible
secured subordinated note due Nov. 14, 2013 in the principal
amount of $200,000 to a current noteholder upon substantially the
same terms and conditions as issued notes sold between Nov. 14,
2007, and August 13, 2010.

The Company is obligated to pay interest on the New Note at an
annualized rate of 8% payable in quarterly installments commencing
November 30, 2010.  The Company is not permitted to prepay the New
Note without approval of the holders of at least a majority of the
aggregate principal amount of the Notes then outstanding.

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

                        About Smart Online

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

                          *     *     *

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


STANOCOLA EMPLOYEES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Stanocola Employees Medical and Hospital Association,
        Incorporated
          dba Stanocola Medical Center
        16777 Medical Center Drive, Suite 400
        Baton Rouge, LA 70816

Bankruptcy Case No.: 10-11379

Chapter 11 Petition Date: September 3, 2010

Court: U.S. Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Brandon A. Brown, Esq.
                  STEWART ROBBINS & BROWN, LLC
                  247 Florida Street
                  P.O. Box 66498
                  Baton Rouge, LA 70896
                  Tel: (225) 231-9998
                  Fax: (225) 709-9467
                  E-mail: bbrown@stewartrobbins.com

Estimated Assets: $0 to $50,000

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 Zelma Teer, chairman of the board.


STEPHEN SHIELDS: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Stephen J. Shields
               Alicia Shields
               12701 Frank Drive North
               Seminole, FL 33776

Bankruptcy Case No.: 10-21519

Chapter 11 Petition Date: September 3, 2010

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

Judge: Caryl E. Delano

Debtor's Counsel: Sheila D. Norman, Esq.
                  NORMAN AND BULLINGTON, P.A.
                  1905 West Kennedy Blvd
                  Tampa, FL 33606
                  Tel: (813) 251-6666
                  Fax: (813) 254-0800
                  E-mail: sheila@normanandbullington.com

Scheduled Assets: $1,271,227

Scheduled Debts: $1,914,194

A list of the Joint Debtors' 18 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-21519.pdf


STONE*WALL FARM: Protests Takeover of Cincinnati Capital
--------------------------------------------------------
Glenye Cain Oakford at Racing Daily Forum reports that Stone*Wall
Farm opposed the request of Stone Wall Acquisition, a successor to
Cincinnati Capital Corporation, to take over and sell the sires at
the Keeneland November auction.

Stone*Wall argued that the Value Plus and Da Stoops are their
ownership entities' primary assets and are fundamentally important
to their Chapter 11 reorganization plan.

Stone*Wall has received a $16 million judgment in a Pennsylvania
court against Stonewall and its owner, Audrey Haisfield, in unpaid
loans.  But that case has been on hold since several entities
named in Stone*Wall's Pennsylvania suit filed for Chapter 11
bankruptcy protection in Florida.

In addition, Stone Wall Acquisition is one of three lenders that
has sued Stone*Wall and its various related entities.  Earlier
this year, Fifth Third sued for about $14 million; many of
Stone*Wall's mares and young stock are in receivership as part of
an agreement between the two parties.  JPMorgan Chase has sued for
about $7 million in a case that is still pending.

                      About Stone*Wall Farm

Stone*Wall StallionS operates a thoroughbred stallion farm.

Versailles-Kentucky based Stone*Wall Farm Stallions, LLC, filed
for Chapter 11 protection on August 11, 2010 (Bankr. M.D. Fla.
Case No. 10-06984).  It estimated assets of up to $1 million and
debts of $10 million to $50 million in its Chpater 11 peittion.

Debtor-affiliates, including Hotcopri, LLC (Bankr. M.D. Fla. Case
No. 10-52315), Malandrin, LLC (Case No. 10-52316), and Stone*Wall
Farm Stallions I, LLC (Bankr. Case No. 10-52318) filed separate
Chapter 11 petitions in July 2010.

The Debtors sought bankruptcy protection following a lawsuit filed
by JPMorgan Chase claiming that Stone*Wall has defaulted on more
than $7 million in loans.


STRATUS MEDIA: Restates March 31 10-Q; Reduces Net Loss to $1.7MM
-----------------------------------------------------------------
On August 19, 2010, the acting Chief Financial Officer pf Stratus
Media Group, Inc., concluded that the Company's financial
statements for the period ended March 31, 2010, included in the
Company's Form 10-Q that was filed on May 14, 2010, cannot be
relied on because the income statement included $2,190,014 of non-
cash, Black Scholes warrant and fair value expense related to
financings that should be reclassified to the balance sheet as
additional paid-in capital, with an offset by the same amount in
the accumulated deficit.

The effect of this reclassification is to reduce the net loss from
$3,926,257 for the three months ended March 31, 2010, to
$1,736,243 for the same period.

On September 1, 2010, the Company filed Amendment No. 1 to its
quarterly report on Form 10-Q/A to correct the financial
statements for the March 31, 2010 quarter.

Except with respect to the foregoing restatement, this amendment
does not reflect events occurring after the filing of the original
Quarterly Report on Form 10Q or modify or update those disclosures
affected by subsequent events.

As reported in the Troubled Company Reporter on April 21, 2010,
Goldman Parks Kurland Mohidin LLP, in Encino, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company has suffered recurring losses and
has negative cash flow from operations.

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

               http://researcharchives.com/t/s?6ab1

Based in Los Angeles, Stratus Media Group, Inc. (OTC BB: SMDI)
-- http://www.stratusmediagroup.com/-- specializes in sports and
entertainment events that it owns, and intends to operate, manage,
market and sell in national markets.  In addition, Stratus
acquired the business of Stratus Rewards, LLC in August 2005.
Stratus Rewards is a credit card rewards marketing program that
uses the Visa card platform that offers a unique luxury rewards
redemption program, including private jet travel, premium travel
opportunities, exclusive events and luxury merchandise.


SUMMIT HOTEL: Amends Loan Agreement With First National Bank
------------------------------------------------------------
Summit Hotel Properties LLC entered on Aug. 19, 2010, into a
Second Amended and Restated Loan Agreement related to its credit
pool line of credit with First National Bank of Omaha.  The Credit
Pool is for the purpose of providing interim financing for
existing, newly acquired and constructed hotels.  Each loan from
the Credit Pool is classified as either a Pool One loan or a Pool
Two loan.

Hotel                        Principal Amount  Maturity Date
-----                        ----------------  -------------
Las Colinas, TX Hyatt Place  $6,700,000        7/31/2011
Las Colinas, TX Holiday      $6,375,000        7/31/2011
  Inn Express
Jackson, MS Staybridge       $5,850,000        7/31/2011
  Suites

Loans from Pool One previously required monthly interest-only
payments, however, with this amendment such loans now require
monthly principal plus interest payments.  The interest rate for
Pool One loans is 90-day LIBOR plus 4.0%, with a floor of 5.50%.

Hotel                        Principal Amount  Maturity Date
-----                        ----------------  -------------
Jackson, MS Courtyard by     $8,914,617        7/1/2013
  Marriott
Germantown, TN Courtyard by  $6,818,438        7/1/2013
  Marriott
Atlanta, GA Hyatt Place      $8,676,472        2/1/2014

Loans from Pool Two require monthly principal plus interest
payments.  The interest rate for Pool Two loans is 90-day LIBOR
plus 4.0%, with a floor of 5.25%.

The Company said, "Each of the Credit Pool loans is secured by a
mortgage on the property financed.  The loans are cross-
collateralized and cross-defaulted.  The Credit Pool carries
customary terms, conditions and covenants, including but not
limited to:  the Company may not exceed an aggregate of $450
million outstanding debt without the prior approval of the lender;
we must maintain a minimum aggregate senior mortgage loan debt
service coverage ratio of 1.50 to 1.00; and we are required to
make monthly capital expenditure reserve payments of 3.0% of gross
revenues on the three Pool Two notes and the Jackson, MS
Staybridge Suites hotel."

A full-text copy of the Second Amended and Restated Loan Agreement
is available for free at http://ResearchArchives.com/t/s?6a0b

                       About Summit Hotel

Summit Hotel Properties, LLC is a developer, owner and manager of
hotels categorized as mid-scale without food and beverage and
upscale hotels located throughout the United States.  As of
December 31, 2009, the Company owned 65 hotels in 19 states. The
Company's revenues and earnings are derived from hotel operations
of its owned hotels.  An affiliate, The Summit Group, Inc.,
provides a number of services for its hotels, including hotel
operations management, location of acquisition targets and
construction sites, development of construction sites, and
construction supervision.  As of December 31, 2009, Summit Hotel
Properties had two wholly owned limited liability companies that
own hotel properties.  Summit Hospitality I, LLC owns 25 of the
Company's hotels.  In addition, Summit Hospitality V, LLC, is a
wholly owned subsidiary, which owns 13 of the Company's hotels.


The Company's balance sheet at March 31, 2010, showed
$513.9 million in total assets, $166.8 million in total current
liabilities, $269.9 million in long-term debt, and stockholder's
equity of $77.2 million.

                           *     *     *

According to the Troubled Company Reporter on April 29, 2010,
Summit Hotel Properties, LLC's forbearance agreement with Fortress
Credit Corp. expired on May 3.


SUNRISE SENIOR: Enters Restructuring Agreement With HCP
-------------------------------------------------------
Sunrise Senior Living Inc. has entered into a settlement and
restructuring agreement with HCP, Inc. and certain of its
affiliates to, among other things, transition Sunrise from
management of 27 HCP-owned senior living communities for an
aggregate cash payment of $50 million to Sunrise, and to settle
the lawsuits between the Company and HCP pending in Virginia and
Delaware.

In connection with the settlement and restructuring agreement,
Sunrise made a $15 million principal repayment of its bank credit
facility and entered into a 14th amendment to its credit agreement
extending the maturity date to December 2, 2011.  Outstanding
consolidated debt under the Company's bank credit facility after
the $15 million payment is $8.4 million, down from $95 million at
December 31, 2008.

In addition, Sunrise had completed the previously announced sale
of eight of the Company's nine German assisted living facilities
to GHS Pflegeresidenzen Grundstucks GmbH and Prudential Real
Estate Investors.

"We are very pleased with the agreement with HCP as it brings
Sunrise additional capital that will be used to fulfill many of
our financial obligations -- and it puts to rest the HCP
litigation while paving a path toward a new, positive
relationship.  These are two very important steps that strengthen
Sunrise," said Mark Ordan, Sunrise's chief executive officer.  "We
have stated our need to refinance the company, and this deal goes
a long way toward that goal. While we continue to pursue balance
sheet-enhancing transactions, including asset sales, we do not
foresee a need to sell additional community management portfolios.
We are, of course, also pleased to complete the previously
announced sale of eight German communities to Pramerica."

Under the settlement agreement, Sunrise received $40 million on
August 31, 2010, the effective date of the agreement, and expects
to receive $10 million in subsequent installments payable on the
earlier of

the completion of transitioning, on a portfolio-by-portfolio
basis, the 27 senior living communities to a new manager or,
subject to Sunrise's compliance with certain transition
obligations, 12 months after the effective date.  It is Sunrise's
understanding that Emeritus Corporation will assume management of
many of the transitioning communities.

In addition to the pay down of the credit facility, Sunrise has
agreed to use portions of the proceeds from this transaction to
pay down various other debt obligations.  Sunrise will also pay
down its Chevy Chase loan by $5 million for a one-year extension,
its Wells Fargo land loan by $5 million for a one-year extension
and its Wells Fargo construction loan by $15 million to make the
loan non-recourse and extend the loan to June 2013.  Sunrise will
use the $10 million in subsequent installments, if and as
received, to repay any outstanding amounts under the Company's
bank credit facility on or prior to the one-year anniversary of
the HCP transaction.

Sunrise and HCP will also negotiate to restructure the leasing and
management agreements of up to 35 other senior living communities
pursuant to the REIT Investment Diversification and Empowerment
Act of 2007.  Any such restructuring will not have a net adverse
economic impact on Sunrise.

                       About Sunrise Senior

McLean, Va.-based Sunrise Senior Living, Inc. (NYSE: SRZ)
-- http://www.sunriseseniorliving.com/-- is a provider of senior
living services in the United States, Canada, the United Kingdom
and Germany.  At June 30, 2010, the Company operated 356
communities, including 307 communities in the United States, 15
communities in Canada, seven communities in Germany and 27
communities in the United Kingdom, with a total unit capacity of
roughly 35,400.

As reported in the Troubled Company Reporter of March 3, 2010,
Ernst & Young LLP, in McLean Va., expressed substantial doubt
about the Company's ability to continue as a going concern.
The independent auditors noted that the Company cannot borrow
under its bank credit facility and the Company has significant
debt maturing in 2010 which it does not have the ability to repay.


SUPER PET: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Super Pet Center, Inc.
        Road No. 2, Drive Inn Plaza
        Bayamon, PR 00960

Bankruptcy Case No.: 10-08177

Chapter 11 Petition Date: September 3, 2010

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

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  254 San Jose Street, 5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  E-mail: notices@condelaw.com

Scheduled Assets: $863,091

Scheduled Debts: $1,514,642

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb10-08177.pdf

The petition was signed by Tamiky Del Llano, chief executive
officer.


SUPERIOR PLUS: DBRS Confirms BB Senior Unsecured Debentures Rating
------------------------------------------------------------------
DBRS has confirmed the Senior Secured Notes and Senior Unsecured
Debentures ratings of Superior Plus LP (Superior) at BBB (low) and
BB (high), respectively, with both trends changed to Negative from
Stable.  Superior is a 99.9% owned subsidiary of Superior Plus
Corporation (the Corporation), which converted from an income fund
at year-end 2008.

The Negative trend reflects DBRS's review of the Corporation's Q2
2010 financial results and its updated 2010 and 2011 public
financial outlooks in the context of ongoing economic weakness in
its key North American markets.  Based on its review and year-to-
date results, DBRS expects that further potential deterioration in
credit metrics could occur during 2010, as well as a longer
transition period to more conservative financial metrics, than
previously anticipated.

Superior's recent acquisitions (detailed below), as well as the
conversion of its Port Edwards chloralkali facility to membrane
technology over a two-year period ending in Q4 2009 and other
growth capital expenditures, were financed with a combination of
debt and equity, distorting its credit metrics.  The Corporation
raised significant financing, roughly one-third each of common
equity, senior debt and convertible subordinated debentures,
between year-end 2007 and June 30, 2010.  Consequently, DBRS has
calculated pro forma credit metrics that include the estimated
impact of the recent transactions as if these occurred at the
beginning of the period.

On a pro forma basis, the Corporation's total debt-to-EBITDA ratio
increased to 5.3 times for the 12 months ending June 30, 2010 (LTM
June 2010) from 4.2 times in 2009 and 3.4 times in 2008.
Concurrently, its senior debt-to-EBITDA ratio (which includes the
senior secured notes, the bank facility, amounts due under the
off-balance sheet accounts receivable securitization program and
the senior unsecured debentures) rose to 3.1 times from 2.3 times
and 2.4 times over the same period, although remaining well below
the 5.0 times covenant.  The most critical ratio is the
Corporation's senior secured debt-to-EBITDA ratio (which excludes
the senior unsecured debentures), which returned to 2.4 times from
1.9 times and 2.4 times. Superior is required, under its credit
facility, to restrict its senior secured debt-to-EBITDA ratio to
not more than 3.0 times and not more than 3.5 times as a result of
acquisitions.  (Note that the convertible subordinated debentures,
upon which the Corporation may elect to pay principal upon
maturity or redemption by issuing shares to the debenture holders,
are treated as 100% debt for "total debt" ratios and are excluded
from "senior debt" ratios and financial covenant calculations.)
The latest ratios (which all include the impact of the off-balance
sheet accounts receivable securitization program) are outside the
acceptable range for Superior's current ratings.

The deterioration in the Corporation's key credit metrics has been
due to: (1) weaker earnings and cash flow as a result of ongoing
economic weakness and the negative impact of warmer-than-expected
weather in the 2009-2010 winter; and (2) higher debt levels
resulting from partial debt financing for various acquisitions and
growth capital expenditures.

The above factors have also negatively affected the Corporation's
dividend payout ratio, which rose to 101% on a pro forma basis in
LTM June 2010 from 70% in 2009 and 74% in 2008, and its total
EBITDA interest coverage ratio, which declined to 4.1 times from
4.4 times and 6.3 times over the same period.  Superior restarted
its dividend re-investment program (DRIP) during Q2 2010,
commencing with the payment of its May 2010 dividend, resulting in
proceeds of $1.5 million.  The Corporation has maintained its
dividend/distribution at $0.135 per share/unit, or $1.62 per
share/unit annualized, since February 2008 (prior to conversion).

The rating confirmations reflect DBRS's expectation of a gradual
recovery of the Corporation's credit metrics to relatively strong
2008 levels by the end of 2011 in order to maintain the current
ratings.  This is supported by expected contributions from the
various acquisitions (totaling $468.4 million) completed between
late Q3 2009 and early Q1 2010 and the ramp-up of activity at the
Port Edwards chloralkali facility, which was converted to membrane
technology over a two-year period ending in Q4 2009, for a total
cost of $157.7 million.  Achievement of credit metric improvement
over the above-noted time frame is based on the expectation that
Energy Services (46% of 2009 segment EBITDA) will benefit from a
return to normal winter weather and improved economic conditions,
and that Specialty Chemicals (43%) is not affected by further
downside from conditions in the pulp and paper industry or
economic weakness on its chloralkali operations.

Superior faces some near-term challenges, as its operations are
affected to various degrees by the current weak economic
conditions.  Its key Energy Services and Specialty Chemicals
segments accounted for a combined 89% of 2009 segment EBITDA.
Earnings and cash flow from Energy Services' key Superior Propane
and U.S. Refined Fuels businesses are very seasonal, and are
negatively affected by reduced demand as a result of warmer-than-
normal winter weather, reduced economic activity and high
wholesale propane and refined fuel costs (correlated to the price
of crude oil) resulting in energy conservation.  Operating results
from Specialty Chemicals can be hampered by reduced sodium
chlorate demand due to pulp mill curtailments and shutdowns as a
result of the ongoing global economic weakness.  Construction
Products Distribution's results (11% of 2009 segment EBITDA) have
been negatively affected by the impact of the economic recession
on new home residential housing starts and commercial building
activity.

Despite the above-noted trends, the Corporation's interest
coverage ratios have remained reasonable, reflecting good
underlying profitability and relatively low interest rates on its
credit facility.  Superior's liquidity remains adequate, with no
major maturities until year-end 2012, when the Corporation has
$175 million of 5.75% convertible subordinated debentures
maturing, although it may elect to pay principal upon maturity or
redemption by issuing shares to the debenture holders.  At
June 30, 2010, Superior had credit lines totalling $450 million
($259.1 million of borrowings and $20.7 million of letters of
credit outstanding), expandable to $750 million, maturing on
June 28, 2013.

Superior's recent acquisitions increased its exposure to seasonal
variation in EBITDA as a result of changes in winter weather, as
the last three comprise the operations of the new U.S. Refined
Fuels division within its Energy Services segment.

(1) On September 24, 2009, Superior acquired Specialty Products
    & Insulation Co. (SPI), a leading national distributor of
    insulation and architectural products in the United States,
    for $142.1 million.  SPI is part of the Corporation's
    Construction Products Distribution segment.

(2) On September 30, 2009, Superior acquired certain assets that
    comprise a retail heating oil and propane distribution
    business in Pennsylvania and New York (Sunoco Retail Heat
     (SRH)), for $96.5 million.  SRH is part of the Corporation's
    new U.S. Refined Fuels division within its Energy Services
    segment.

(3) On December 11, 2009, Superior acquired certain assets
    that comprise a retail heating oil, propane and motor fuels
    distribution business in Connecticut, Pennsylvania and Rhode
    Island from Griffith Energy Services, Inc. (GES), for
    $82.5 million.  The acquired GES assets are part of the
    Corporation's U.S. Refined Fuels division within its Energy
    Services segment.

(4) On January 20, 2010, Superior acquired Griffith Energy
    Holdings, Inc. (GHI), a retail and wholesale distributor of
    retail propane, heating oil and motor fuels in upstate New
    York, for $147.3 million.  GHI is part of the Corporation's
    U.S. Refined Fuels division within its Energy Services
    segment.

In order to fund the above-noted acquisitions, as well as the
above-noted Port Edwards conversion project and other growth
capex, the Corporation raised significant financing, roughly one-
third each of common equity, senior debt and convertible
subordinated debentures, between year-end 2007 and June 30, 2010.


SUTHERLANDS PLAZA: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sutherlands Plaza LLC
        P.O. Box 461059
        Papillion, NE 68046

Bankruptcy Case No.: 10-82588

Chapter 11 Petition Date: September 2, 2010

Court: United States Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: Howard T. Duncan, Esq.
                  DUNCAN & DAVIS, P.C., L.L.O.
                  1910 S. 72nd St., Suite 304
                  Omaha, NE 68124-1734
                  Tel: (402) 391-4904
                  Fax: (402) 391-0088
                  E-mail: cathy@hduncanlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/neb10-82588.pdf

The petition was signed by Robert L. Pelshaw, manager.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Robert L. Pelshaw                      10-80982    04/05/10


TELKONET INC: Musser, Lynch Resign as Members of Board
------------------------------------------------------
Telkonet Inc. said that on Aug. 27, 2010, Warren V. Musser and
Thomas C. Lynch submitted their resignations, as members of the
Telkonet, Inc. Board of Directors effective
Aug. 31, 2010.

On the same date, two new directors were appointed to the
Company's Board to fill the vacancies created by the resignations
of Messrs. Musser and Lynch effective September 1, 2010, as
follows:

  * The Board of Directors appointed Joseph D. Mahaffey as a
    member of the Board to fill the vacancy created by the
    resignation of Thomas C. Lynch.

  * The Board of Directors appointed William H. Davis as a member
    of the Board to fill the vacancy created by the resignation of
    Mr. Warren V. Musser.

The vacancies filled by Messrs. Mahaffey and Davis are scheduled
to stand for re-election at the next annual meeting of
stockholders.

Mr. Mahaffey retired as Partner and Managing Director of the
Fremont Group, a private equity group affiliated with Bechtel
Corporation, in 2000.  He also served as President and CEO of
Fremont Energy Company.  Mr. Mahaffey's career spans 35 years with
energy and financial firms.  He was Treasurer of Gulf Oil
Corporation at the time of its merger with Chevron Corp in 1985.
Subsequently, he was founder, President and Board member of United
Meridian Corp, an oil and gas exploration and production company.

UMC was listed on the NYSE in 1995 and subsequently acquired by
Ocean Energy in 1997.  He has been a member of several public and
private corporation boards, including Heritage Media Corp.,
Vintage Petroleum Corp and Chaparral Steel Co.  He chaired the
Audit Committee of the latter.  Mr. Mahaffey received a Bachelor
degree in finance from the University of Notre Dame in 1967.

Mr. Davis has served as President & CEO of Ze-gen, Inc. since he
founded the company in 2004.  Prior to founding Ze-gen, Mr. Davis'
career in business has included launching numerous companies
including: Database Marketing Corporation in 1986, Holland Mark in
1997, and Cambridge Brand Analytics in 2003.  Mr. Davis currently
serves on the Board of Directors of Boston Harbor Islands National
Park, New Bedford Economic Development Council, and was recently
appointed by Massachusetts Governor Deval Patrick to the Board of
The Commonwealth Corporation.  He also serves on the President's
Council for CERES.  Mr. Davis graduated from Connecticut College
in 1979.

There are no family relationships between Mr. Mahaffey and Mr.
Davis and any other director or executive officer of the Company.

                          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.


THOMAS HESS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Thomas J. Hess
                 dba Hess Trucking Company
               Joyce A. Hess
               1600 Rabbit Foot Clover Court
               Annapolis, MD 21401

Bankruptcy Case No.: 10-30279

Chapter 11 Petition Date: September 2, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Debtors' Counsel: Howard M. Heneson, Esq.
                  HOWARD M. HENESON, P.A.
                  810 Glen Eagles Court, Suite 301
                  Towson, MD 21286
                  Tel: (410) 494-8388
                  Fax: (410) 494-8389
                  E-mail: hheneson@bankruptcymd.com

Scheduled Assets: $1,025,490

Scheduled Debts: $2,485,389

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-30279.pdf


TRES BUILDERS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Tres Builders Development & Management Services, Inc.
        16611 Catena Drive
        Chino Hills, CA 91709

Bankruptcy Case No.: 10-53469

Chapter 11 Petition Date: September 4, 2010

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Dean William Greer, Esq.
                  2929 Mossrock, Suite 117
                  San Antonio, TX 78230
                  Tel: (210) 342-7100
                  Fax: (210) 342-3633
                  E-mail: dwgreer@sbcglobal.net

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

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

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

The petition was signed by Oscar SP Atienza, president.


TRIBUNE CO: Court Appoints Mediator to Assist in Negotiations
-------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware appointed Hon. Kevin Gross as mediator in the
bankruptcy case of Tribune Company and its debtor affiliates.

As mediator, Judge Gross will assist in resolving disputes in
connection with the formulation and proposal of a confirmable plan
of reorganization, including the appropriate resolution of the
leveraged buyout-related Causes of Action.

Parties of the mediation are:

  (a) the Debtors;

  (b) the Official Committee of Unsecured Creditors;

  (c) JPMorgan Chase Bank, N.A., as administrative agent and
      lender under the senior loan credit agreement;

  (d) Angelo Gordon & Co LP;

  (e) the "Credit Agreement Lenders;"

  (f) the "Step One Credit Agreement Lenders;"

  (g) Wells Fargo Bank, N.A., as administrative agent under the
      bridge loan credit agreement;

  (h) Law Debenture Trust Company of New York, as successor
      indenture trustee under a senior notes indenture;

  (i) Deutsche Bank Trust Company Americas, as successor
      indenture trustee under certain senior notes indentures;

  (j) Centerbridge Credit Advisors LLC;

  (k) Aurelius Capital Management LP;

  (l) EGI-TRB LLC; and

  (m) Wilmington Trust Company, as successor indenture trustee
      under the PHONES notes indenture.

"Credit Agreement Lenders" are certain holders of senior loan
claims and senior loan guaranty claims represented by Hennigan
Bennett & Dorman LLP and Young Conaway Stargatt & Taylor LLP.
"Step One Credit Agreement Lenders" are certain holders of step
one senior loan claims and senior loan guaranty claims represented
by Olshan Grundman Frome Rosenzweig & Wolosky LLP and Arkin Kaplan
Rice LLP.

"We're pleased that the court has appointed a mediator-this is a
clear sign that reaching consensus is a valuable part of this
process," Randy Michaels, Tribune's chief executive officer, said
in a press release.  "We welcome Judge Gross' participation in the
process and we look forward to his wisdom and guidance as we move
forward," said Mr. Michaels.

Tribune's Board of Directors has also named a special committee to
oversee the company's Chapter 11 process.  The committee is
composed of four independent directors: Mark Shapiro (Chairman),
Jeffrey Berg, Maggie Wilderotter and Frank Wood.

                      Plan Voting Deadline

The Debtors notify parties-in-interest on September 2, 2010, that
all deadlines related to the Amended Joint Plan of Reorganization
have been adjourned.  The Debtors remind creditors that they are
not required to vote to accept or reject the Plan or file
objections to the Plan at this time.

                      Objections to Plan

Additional parties have filed objections to Tribune Co.'s proposed
reorganization plan.

The Illinois Department of Revenue and Illinois Department of
Employment Security object to the confirmation of the Plan of
Reorganization because:

  (a) the discharge provided by the Plan, and the injunction
      provisions designed to enforce that discharge, exceed the
      proper scope of a corporate Chapter 11 discharge; and

  (b) the Plan proposes to enjoin creditors from exercising any
      rights of setoff or recoupment of any kind against any
      liability or obligation due the Debtors.

The IDR filed a prepetition priority tax claims for $70,000,000
while the IDES filed a prepetition priority tax claim for $50,000.

Jesse White, Illinois Secretary of State, objects to the
confirmation of the Debtors' Amended Joint Plan of Reorganization
because:

  (a) the proposed reduction in paid-in capital of the Plan is
      unclear and is not properly limited in scope;

  (b) the Plan seeks to reduce the paid-in capital of the
      Debtors for purposes of Business Corporation Act of 1983,
      as amended;

  (c) the Plan improperly limits the capital stock to be
      included in the calculation of the Debtors' reduced paid-
      in capital to be issued and outstanding shares of capital
      stock; and

  (d) the Plan ambiguously states, "[a]ny capital of each
      corporate Reorganized Debtor remaining in excess of its
      Article XIII Paid-in Capital Amount shall not be
      treated as Paid-in Capital for purposes of the BCA."

The County of San Bernardino, California, asserts that
administrative claims section of the Plan of Reorganization fails
to state that administrative claims also includes tax claims.
According to the County, the Plan also fails to address additional
costs, fees, charges and interest that the claim may be entitled
to as required by Sections 506(b) and 511 of the Bankruptcy Code.
The County complains that the Plan has limited penalties on claim.
The County relates that the administrative claim may be subject to
penalty depending on when it is paid by debtors or its
subsidiaries.  The Debtors also has failed to provide for the
payment of the business taxes with additional costs, fees charges
and interests, the County complains.

                         About Tribune Co

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Law Debenture Reinstates Plea to Stop LBO Payments
--------------------------------------------------------------
Law Debenture Trust Company of New York reinstates its motion
seeking to prohibit any debtor affiliates to make undisclosed
payment of fees and expenses to Tribune Co.'s leveraged buy-out
lenders and asking the LBO Lenders to provide an accounting of all
unauthorized fee payments and disgorge those unauthorized fee
payments.

Law Debenture is the successor indenture trustee under an
Indenture dated March 19, 1996, between Tribune Company and
Citibank, N.A., for 6.61% Debentures due 2027 and the 7-1/4
Debentures due 2096.

Law Debenture filed the original Fee Motion on October 23, 2009,
but withdrew the same in April 2010, without prejudice, in
accordance with a settlement support agreement filed by JPMorgan
Chase Bank, N.A.

Law Debenture alleges in the Motion that the Debtors, though
insolvent, have entered into an undisclosed transaction to benefit
their LBO Lenders at the expense of their estates and have kept
the arrangement hidden from the Court and creditors.  Law
Debenture asserts that the Debtors must comply with transparency,
disclosure and notice in exchange for the extraordinary
protections that Chapter 11 provides.

Objections and responses to the Fee Motion were filed by the
Debtors, JPMorgan Chase and the Credit Agreement Lenders.
Deutsche Bank Trust Company of Americas, indenture trustee under
the 1992 Indenture, the 1996 Indenture and the 1997 Indenture, and
Centerbridge Credit Advisors LLC filed joinders to the Fee Motion.
Centerbridge then withdrew its joinder when Law Debenture withdrew
the Motion in April.

In April, Law Debenture, JPMorgan Chase, and Angelo Gordon & Co.,
L.P., executed the Settlement Support Agreement concerning a plan
of reorganization.  The Settlement Support Agreement provided for,
among other things, the filing of a stipulation where Law
Debenture agreed to withdraw its Fee Motion without prejudice, and
Centerbridge agreed to withdraw its joinder to the Fee Motion
without prejudice.  The Court then approved the withdrawal.

On August 9, 2010, JPMorgan sent an e-mail withdrawing from the
Settlement Support Agreement citing circumstances referenced in
Settlement Support Agreement.  Angelo Gordon also withdrew from
the Settlement Support Agreement.

Law Debenture then reinstates the Fee Motion and asserts that the
Settlement Support Agreement is now null and void.

                         About Tribune Co

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Says Operating Cash Flow Up 44% Through July
--------------------------------------------------------
Tribune Company announced financial highlights for the first seven
months of 2010.

"We are making solid financial progress," said Randy Michaels,
Tribune's chief executive officer.  "Despite the noise surrounding
our Chapter 11 process and a tough economic environment, we have
not only stabilized our business, but in 2010 we have grown
operating cash flow -- and we're really just getting started."

Other financial highlights for the seven-month period ending
August 1, 2010:

   * Operating cash flow increased substantially in both
     publishing and broadcasting compared to the same period in
     2009.

   * The company generated approximately $100 million more in
     consolidated operating cash flow compared to the same
     period last year, and in the month of July alone, generated
     $18 million more in consolidated operating cash flow
     compared to July 2009.

   * Consolidated operating cash flow increased 44% and
     consolidated operating cash flow margin increased to 18%
     from 12% for the first seven months of 2009.

"We continue transforming Tribune from a collection of media
businesses to a single media company," said Michaels.  "Working
together enables us to continue leveraging the development of
scalable, common systems throughout the company, which is the
primary factor behind our ability to reduce expenses.
Consolidated cash operating expenses were down 7 percent through
July 2010."

The company's cable network, WGN America, is more profitable than
it has ever been, thanks to new programming, a 25% increase in
ratings among all adults, and strong upfront advertising sales.
Next month the network will add "Entourage," "Curb Your
Enthusiasm," "The New Adventures of Old Christine," and 'How I Met
Your Mother" to its programming line-up.

The company's television group has added more than 130 hours per
week of local news programming since 2008, and later this fall
will broadcast a total of eight NFL football games in select
markets.

On the publishing side, the company has launched "breaking news"
centers in each of its markets, introduced new niche print
products and expects to have slowed the trend of circulation
declines at its newspapers when it reports results to the Audit
Bureau of Circulations in September.

"Our employees have done an incredible job," said Michaels.  "They
are talented, innovative, and dedicated to serving our readers,
viewers, advertisers and communities.  We have built some momentum
and accomplished a lot, but there is much more to do."

Tribune will file its monthly operating report for July 2010 with
the U.S. Bankruptcy Court for the District of Delaware.  The
report will reflect that the company has approximately
$1.6 billion in cash on hand.

Tribune Company and its subsidiaries maintain their financial
records in accordance with generally accepted accounting
principles ("GAAP"); however, the information included herein is
preliminary and includes some non-GAAP financial measures.

The Company uses cash operating expenses and operating cash flow
to evaluate internal performance.  "Cash operating expenses" are
defined as operating expenses before depreciation and
amortization, write-downs of intangible assets, stock-based
compensation, certain special items including severance, non-
operating items, and reorganization costs.  "Operating cash flow"
is defined as earnings before interest and dividend income,
interest expense, equity income and losses, depreciation and
amortization, write-downs of intangible assets, stock-based
compensation, certain special items including severance, non-
operating items, and reorganization costs. Cash operating expenses
and operating cash flow are not measures of financial performance
under GAAP and should not be considered as a substitute for
measures of financial performance prepared in accordance with
GAAP.

                         About Tribune Co

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRONOX INC: Debtor Amends Plan; Equity Holders Propose Own Plan
---------------------------------------------------------------
Tronox Incorporated and its debtor affiliates amended their Joint
Chapter 11 Plan of Reorganization and the Disclosure Statement
explaining the Plan to, among other things, incorporate a global
settlement with various key constituents, including government
environmental claimants, resolving the Debtors' liability from
environmental and tort claims and the "legacy liabilities" they
incurred in their spinoff from Kerr-McGee Corporation.

Under the Debtors' First Amended Plan, filed September 1, a Torts
Claims Trust will be created and will be the sole source of
distribution to holders of tort claims.  To fund cash payments
required by the Plan and meet go-forward operating and working
capital needs, the Debtors will rely on a combination of debt
financing and new money equity investments from certain of its
existing creditors.

A day after the Debtors' amendment of their Plan, the Official
Committee of Equity Security Holders of Tronox Inc. delivered to
the U.S. Bankruptcy Court for the Southern District of New York
an alternative Chapter 11 Plan of Reorganization for the Debtors.
The Equity Committee said its Plan provides greater recoveries
for Tronox stakeholders.

Among the differences between the Equity Committee Plan and the
most recent version of the Debtors' Plan are:

  * The Equity Committee Plan is based on a valuation range of
    $1.2 to 1.3 billion, with a midpoint of $1.25 billion.  The
    Debtors' First Amended Plan estimates the total enterprise
    value of Reorganized Tronox at 975 million to
    $1.150 billion, with a midpoint of $1.063 billion.

  * Both the Equity Committee Plan and the Debtors' Plan are
    employing a rights offering process.  In both the Equity
    Committee Plan and the Debtors' Plan, all holders of General
    Unsecured Claims and all Holders of Indirect Environmental
    Claims will be given the opportunity to participate a rights
    offering to purchase new equity in the reorganized company.
    Unlike the Debtors' Plan, however, certain Holders of Equity
    Stock Interests who are Eligible Holders will also be able
    to participate in the rights offering pursuant to the Equity
    Committee Plan.  In the Debtors' Plan, Holders of Equity
    Stock Interests will be given no similar opportunity.  Under
    terms to be arranged with the Debtors, the Equity Committee
    intends to conduct its Rights Offering to Holders of General
    Unsecured Claims and Indirect Environmental Claims in
    conjunction with the rights offering to be conducted under
    the Debtors' Plan.  The Rights Offering to Holders of Equity
    Stock Interests, however, will be conducted post
    confirmation of the Equity Committee Plan.

  * The Equity Committee and its financial advisors believe that
    the Debtors' Plan significantly undervalues the value of
    Reorganized Tronox.

  * Under the Equity Committee Plan, 62.5% of the New Common
    Stock will go to Holders of Allowed General Unsecured Claims
    as compared to 16.9% under the Debtors' Plan.

  * The Equity Committee Plan seeks to preserve the settlements
    reached with the Governmental Environmental Entities and the
    Holders of Tort Claims and will provide those entities with
    an equal or greater recovery than that which they would
    otherwise receive in the Debtors' Plan.  However, the Equity
    Committee reserves the right to challenge the allowance and
    amount of claims of the Governmental Environmental Entities
    and Holders of Tort Claims and to modify the treatment of
    those claims if any classes of the claim vote to reject the
    proposed treatment in the Equity Committee Plan.

  * The Equity Committee Plan also provides value to the public
    shareholders of Tronox in the form of New Warrants and the
    ability to participate in a portion of the Rights Offering.
    Under the Debtors' Plan, the public shareholders will
    receive warrants that the Equity Committee believes are
    essentially valueless and then, only if the class of
    shareholders votes in favor of the Debtors' Plan.

  * The Equity Committee Plan also provides the necessary
    financing for Reorganized Tronox's operations
    post-emergence, including a greater amount of borrowing
    capacity under the Exit Credit Facility.  While there is
    less debt and reduced borrowing capacity under the Debtors'
    Plan, the difference is made up by increasing the rights
    offering being provided to the Ad Hoc Bondholders and
    leaving less stock to be distributed to the Holders of
    Allowed General Unsecured Claims.  Specifically, the Ad Hoc
    Bondholders have set aside for themselves the exclusive
    opportunity to purchase $15 million of New 8% Convertible
    Preferred Stock, which, aside from being senior to the New
    Common Stock, is valued at approximately $17 million.  This,
    combined with backstop fees valued at approximately
    $36 million, means the Ad Hoc Bondholders are paying
    themselves approximately $53 million on the Effective Date of
    the Debtors' Plan.

The Debtors have agreed, in a stipulation, that their exclusive
periods are terminated for the sole purpose of permitting the
Equity Committee to file an alternative reorganization plan.  The
Debtors also agreed, to ensure a smooth flow of their
reorganization proceedings, not to object to the Equity
Committee's filing of the alternative plan.  The Debtors and the
Equity Committee further agreed to coordinate the hearings
relating to the approval of the disclosure statements with
respect to the Amended Plan and the Proposed Equity Committee
Plan and Proposed Equity Committee Disclosure Statement and
confirmation of the Amended Plan or, to the extent applicable,
the Equity Committee Plan.

          Terms Under Debtors' First Amended Plan

Additional provisions under the Debtors' First Amended Plan are:

A. Exit Financing

The Debtors will emerge from bankruptcy with no more than
approximately $470 million of funded debt borrowed under (a) a
$425 million senior secured term loan facility; and (b) an asset-
based revolving credit facility with commitments of $125 million.

B. New Money Investments

  (a) $170,000,000 Rights Offering: The Plan provides for a
      $170 million new money investment in Reorganized Tronox in
      the form of a Rights Offering open to all of Tronox's
      unsecured creditors who are eligible holders.  Under the
      Plan, Eligible Holders will be given "Rights" to purchase,
      on a Pro Rata basis, up to 78.4% of the New Common Stock
      issued on the Effective Date,  based on a 34.1% discount
      to the Plan total enterprise value of Reorganized Tronox
      of $1.063 billion.  The Backstop Parties, a group of
      Holders of Tronox's Unsecured Notes, have committed to
      purchase any of the New Common Stock that is not
      subscribed to in  the Rights Offering, thereby assuring
      that Tronox will receive the full $170 million.  In return
      for this commitment, the Backstop Parties will receive
      consideration equal to six-percent of the $170 million
      equity commitment.

  (b) $15,000,000 in New Convertible Preferred Stock:  The
      Backstop Parties have also committed to fund $15 million
      in Cash on the Effective Date in exchange for the New
      Convertible Preferred Stock.  The New Convertible
      Preferred Stock (i) has an initial aggregate liquidation
      preference of $15 million, (ii) will accrue dividends at a
      rate of eight-percent per annum payable quarterly in Cash,
      (iii) will mature on the sixth anniversary of the
      Effective Date, (iv) is subject to redemption under
      certain circumstances and (v) may be converted into shares
      of New Common Stock at the election of the Holders thereof
      based on an $850 million total  enterprise  valuation.

C. Creation and Funding of Environmental Settlement and Tort
  Claim Trusts

  (a) Environmental Claims will be settled in accordance with
      the terms of an Environmental Claims Settlement Agreement,
      which will provide that certain Environmental Response
      Trusts to be created on the Effective Date or certain
      Government Environmental Entities will assume all of
      Tronox's liabilities or responsibility for go-forward
      cleanup costs associated with certain sites and the Other
      Sites in exchange for these consideration packages:

         * the right to 88% of proceeds of the Anadarko
           Litigation;

         * $270 million in cash in the form of the Funded
           Environmental Amount;

         * Environmental Trust Assets;

         * the Nevada Assets; and

         * the Environmental Insurance Assets, which include
           financial assurance assets worth at least
           $50 million.

  (b) Tort Claims will be satisfied exclusively from:

         * Tort Claims Trust to be established on the Effective
           Date, which will be funded with these considerations:

              -- the right to 12% of proceeds of the Anadarko
                 Litigation;

              -- $12.5 million cash in the form of funded tort
                 claims trust amount; and

              -- the Tort Claims Insurance Assets, which include
                 proceeds from certain insurance settlements.

D. Allocation of Equity in Reorganized Tronox Among Unsecured
  Creditors

     (a) Holders of Allowed General Unsecured Claims will
         receive:

            * their Pro Rata share of the GUC Pool, which
              consists of 16.9% of the New Common Stock to be
              issued on the Effective Date, Preferred Stock
              and exercise of the New Warrants; and

            * their Pro Rata share of Rights to purchase up to
              78.4% of the New Common Stock pursuant to the
              terms of the Rights Offering.

     (b) Holders of Allowed Indirect Environmental Claims will
         be separately classified so as to share recoveries with
         Holders of General Unsecured Claims and Tort Claims as
         follows:

            * 50% of the amount of each Allowed Indirect
              Environmental Claim will be treated in accordance
              with the treatment provided to Class 3 General
              Unsecured Claims, and will receive its Pro Rata
              share of (i) New Common Stock allocated to the GUC
              Pool and (ii) Rights to participate in the Rights
              Offering; and

            * 50% of the amount of each Allowed Indirect
              Environmental Claims will receive its Pro Rata
              share of the Tort Claims Trust Distributable
              Amount designated for the Claims.

     (c) The Plan also establishes a convenience class for
         (a) Allowed General Unsecured Claims in amounts equal to
         or below $250 and (b) 50% of Allowed Indirect
         Environmental Claims in amounts equal to or less than
         $500.  Holders of these Claims will receive payment in
         cash equal to 89% of the amount of the Claims, which
         payments will be funded by the Backstop Parties through
         the purchase of the shares of New Common Stock to which
         the Holders of Convenience Claims would have otherwise
         been entitled.  If a Holder of an Allowed General
         Unsecured Claim or Indirect Environmental Claim holds
         two or more Claims, one or more of which is in an
         amount less than $250 or $500 but an aggregated total
         of its Claims would be greater than $250 or $500 the
         Holder may elect to aggregate the claims for the
         purpose of participating in the Rights Offering.

E. Cancellation of Old Equity Interests & Settlement Offer of New
  Warrants -- Equity Interests in Tronox Incorporated will be
  cancelled.  For settlement purposes, Holders of Equity
  Interests in Tronox Incorporated will be entitled to vote on
  the Plan.  If the class of Equity Interests votes in favor of
  the Plan, Holders of Equity Interests in Tronox Incorporated
  will receive their Pro Rata share of the New Warrants to be
  issued on the Effective Date pursuant to the terms of the New
  Warrant Agreement, the form of which will be included in the
  Plan Supplement.  The New Warrants will be convertible into 5%
  of the New Common Stock to be issued on the Effective Date
  based on a total enterprise value for Reorganized Tronox of
  $1.5 billion.  If the class of Equity Interests votes to
  reject the Plan, no distributions will be made on account of
  Equity Interests in Tronox Incorporated.

F. Certain Conditions Precedent

The Commitment of the Backstop Parties to fund the payments
required by the Plan is subject to the terms and conditions set
forth in the Equity Commitment Agreement.  Among other things,
the commitment will terminate if:

  (a) Tronox has not obtained committed exit financing or
      amended the Replacement DIP Agreement to provide for
      additional debt financing prior to entry of the
      Confirmation Order;

  (b) Any of the conditions set forth in Section 8 of the Equity
      Commitment Agreement are breached or otherwise become
      incapable of satisfaction, as the case may be, including
      with respect to (i) certain minimum liquidity
      requirements, (ii) the occurrence of a material adverse
      effect, (iii) approval of the Environmental Claims
      Settlement Agreement and (iv) caps on the amount of
      financing fees, Administrative Claims, Cure Claims,
      General Unsecured Claims and Indirect Environmental
      Claims;

  (c) The financial projections of Tronox are materially and
      adversely different from those set in the disclosure
      statement filed on July 7, 2010;

  (d) Tronox supports an alternative plan of reorganization, or
      if the Creditors' Committee or the Government
      Environmental Entities no longer support the Plan; or

  (e) The Effective Date of the Plan has not occurred on or
      prior to December 31, 2010.

                       Recovery Analysis
             under Debtors' First Amended Plan

The Debtors relate that in developing the Plan, they gave due
consideration to various restructuring alternatives and engaged
in extensive discussions and hard-fought and protracted multi-
party negotiations regarding the terms of the Plan and the
allocation of recoveries thereunder.

With the assistance of professional advisors, the Debtors
conducted careful reviews of their current operations, prospects
as an ongoing business, financial projections and the Business
Plan developed by management, and estimated recoveries in a
liquidation scenario, the Debtors relate.  Accordingly, the
Debtors believe that their businesses and assets have significant
value that would not be realized in liquidation or through a
forced sale, either in whole or in substantial part.

Given the sheer magnitude of Claims against Tronox, after payment
of the Replacement DIP Facility and other Secured Claims, the
Debtors' unencumbered assets are insufficient to satisfy non-
priority Claims of its unsecured creditors who would receive
minimal distributions in the absence of the settlement and
consummation of the proposed Plan, the Debtors note.

Pursuant to the Liquidation Analysis, outside of the proposed
Plan, Holders of non-priority unsecured Claims would receive no
distribution except from potential litigation recoveries.

The recovery analysis is further impacted by the Environmental
Claims asserted against Tronox as a result of historical
activities at chemical, wood treatment, refining, coal, nuclear,
offshore contract drilling, mining, waste disposal and other
sites throughout the country.

Federal, state, local, tribal and quasi-governmental agencies
have filed more than 120 proofs of claim against Tronox asserting
up to $10.5 billion in liabilities plus additional undetermined
amounts.  Although Tronox believes that the Claims are
overstated, the Environmental Claims unquestionably comprise the
largest class of Claims in the Chapter 11 cases -- and are too
large for Tronox to achieve confirmation of a plan of
reorganization without settlement or an extensive, complex and
costly estimation process.

Specifically, the Environmental Claims relate to several
different categories of sites throughout the country for which
Tronox is asserted to have some form of liability, including
(a) "owned" sites; (b) "non-owned" sites and (c) contaminated off-
site locations.  The range of potential liability varies based on
facts specific to each site or type of site and whether and to
what extent a liability may be discharged in bankruptcy.

Tronox's present estimate of minimum future costs at the sites
subject to the government proofs of claims range, in the
aggregate, from $1.4 to $5.1 billion -- placing their claims in
excess of Tronox's total enterprise value.

In addition to massive general unsecured claims, the Government
Environmental Entities have asserted various priority or
administrative expense claims against Tronox, which the
Bankruptcy Code requires to be paid in full in cash upon
emergence.  The Debtors estimate that, within the set claim
range, the potential administrative expense exposure for clean-up
and penalty costs at owned sites is in the range of $300 to
$500 million.

The government believes the amounts subject to priority or
administrative expense status are higher.  In any case, absent a
settlement, Tronox could not secure financing to pay the
administrative claims in full to emerge from bankruptcy.

Moreover, the Government Environmental Entities have rights to
enforce clean-up and other remediation obligations against Tronox
that may not be dischargeable in bankruptcy at all.  As a result,
if Tronox were unable to secure discharges of or releases from
those obligations, Reorganized Tronox would continue to be
burdened by those liabilities post-bankruptcy, which would create
an insurmountable obstacle to obtaining financing for the
reorganized business.

The settlement embodied in the Plan is the result of exhaustive
efforts by the Government Environmental Parties and the parties
to the Plan Support Agreement undertaken throughout the 19 months
since the Debtors filed for bankruptcy to work cooperatively and
constructively towards a fair, equitable and feasible plan of
reorganization, taking into account the massive claims against
their estates, the limited sources of value available for
distribution, the need for the Debtors to emerge from Chapter 11
free of their legacy environmental, tort and other liabilities,
and the need to raise the right levels of debt and equity
financing to effectuate a fresh start for their businesses.

                   Treatment of Claims under
                  Debtors' First Amended Plan

Under the First Amended Plan, claims under these classes will be
treated differently compared to the Plan's previous version:

  (a) Class 3: General Unsecured Claims, Including Unsecured
      Notes Claims -- Holders will receive their pro rata share
      of the general unsecured claims pool, which consists of
      16.9% of the New Common Stock in Reorganized Tronox and
      the rights to purchase New Common Stock pursuant to the
      terms of the Rights Offering.  Claims under the class is
      estimated to aggregate $445.6 million and will have a
      recovery of 75 to 100 percent under the First Amended
      Plan.

  (b) Class 4: Tort Claims -- Holders will receive distribution
      from the applicable Tort Claims Trust.  Claims under the
      class is estimated to aggregate $500 million to $1 billion
      and will have a recovery of at least $16.5 million.

  (c) Class 5: Environmental Claims -- The Environmental
      Response Trusts will be funded with these considerations:
      (i) the right to 88% of the proceeds of the Anadarko
      Litigation; (ii) $270 million in cash; (iii) the
      Environmental Trust Assets; (iv) the Nevada Assets; and
      (v) the Environmental Insurance Assets.  The Claims are
      expected to have at least a $320 million recovery.

  (d) Class 6: Indirect Environmental Claims -- Holders  of
      Allowed Indirect Environmental Claims will have their
      Allowed Claims split for purposes of sharing in the
      distributions to Holders of General Unsecured Claims and
      Holders of Tort Claims as follows:  50% of the amount of
      each Allowed Indirect Environmental Claim will be treated
      in accordance with the treatment provided to Class 3
      General Unsecured Claims, and will receive its Pro Rata
      share of (i) New Common Stock allocated to the GUC Pool
      and (ii) Rights to participate in the Rights Offering; and
      50% of the amount of each Allowed Indirect Environmental
      Claim will receive its Pro Rata share of up to 12.5% of
      the Tort Claims Trust Distributable Amount.  The claims
      under the class is estimated to aggregate $50 million and
      expected to have a recovery of 75 to 100 percent on half
      of the claim.

  (e) Class 7: Convenience Claims -- The First Amended Plan
      establishes a convenience class for (i) each Allowed
      General Unsecured Claim in an amount less than $250 and
      (ii) 50% of each Allowed Indirect Environmental Claim in
      an amount less than $500.

      If a Holder of an Allowed General Unsecured Claim or
      Indirect Environmental Claim holds two or more Claims, one
      or more of which is in an amount less than $250 or $500
      but an aggregated total of its Claims would be greater
      than $250 or $500, the Holder may elect to aggregate the
      Claims for the purpose of participating in the Rights
      Offering.

      On the later of the Effective Date and as soon as
      practicable after the Convenience Claim becomes Allowed,
      each Holder of an Allowed Convenience Claim will receive
      payment in Cash of 89% of the amount of the Allowed
      Convenience Claim.  The payments will be funded by the
      Backstop Parties through the purchase of the shares of New
      Common Stock to which the Holders of Convenience Claims
      would otherwise have been entitled, in lieu of receiving
      their Pro Rata share of New Common Stock.

      Convenience Claims aggregate $25,000 and will have an 89%
      recovery value.

  (f) Class 8: Equity Interests in Tronox, Inc. -- Holders will
      receive its pro rata share of New Warrants if the class
      votes in favor of the Plan.  However, claims in the class
      will not receive any distribution if it votes to reject
      the Plan.  Class 8 is expected to have a $1 to $4 million
      recovery.

Blacklined version of the Debtors' First Amended Plan is
available for free at http://bankrupt.com/misc/Trnx1stAmPlan.pdf

Blacklined version of the Disclosure Statement is available for
free at http://bankrupt.com/misc/Trnx1stAmDS.pdf

          Debtors' Proposed Plan Confirmation Dates

In accordance with their filing of the First Amended Plan and
Disclosure Statement, the Debtors submitted a revised proposed
order approving the Disclosure Statement, which proposes to
establish these dates and deadlines with respect to voting on and
confirmation of the Plan:

   September 22, 2010      Record Date
   October 15, 2010        Deadline to File Rule 3018(a) motion
   November 5, 2010        Voting Deadline
   November 5, 2010        Plan Objection Deadline

             Terms Under Equity Committee's Plan

Under the Equity Committee Plan, Class 1 Priority Non-Tax Claims
and Class 2 Secured Claims are unimpaired and not entitled to
vote.  Class 3 General Unsecured Claims, Class 4 Tort Claims,
Class 5 Environmental Claims, Class 6 Indirect Environmental
Claims, Class 7 Equity Stock Interests and Class 8 Other Equity
Interests are impaired and entitled to vote under the Plan.

The Rights Offering under the Equity Committee Plan will be
consummated in accordance with the Rights Offering Procedures to
be distributed as Part of the Plan Supplement.  The Rights
Offering consists of an offering of New Common Stock for
$135 million in Cash, which will be open to all Eligible Holders.
The par value of the New Common Stock will be $0.01 with a per
share Equity Plan Value of $19.73.

The issuance of the New Common Stock by Reorganized Tronox
Incorporated, including pursuant to the Rights Offering and
options, restricted stock or other equity awards reserved for the
Management Equity Incentive Plan, is authorized without the need
for any further corporate action or without any further action by
the Holders of Claims.  No less than 38,520,000 common shares
will be authorized under the New Certificate of Incorporation.
On the Effective Date, 13,500,000 shares of New Common Stock will
be issued pursuant to the Rights Offering and 24,075,000 shares
of New Common Stock shall be issued to the GUC Pool for
Distribution.  945,000 shares will be issued pursuant to the Plan
Equity Sponsor Commitment Premium. Additional New Common Stock
may be issued pursuant to the Management Equity Incentive Plan.

A full-text copy of the Equity Committee Plan is available for
free at http://bankrupt.com/misc/tronoxecplan.pdf

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

The Official Committee of Equity Security Holders asks the Court
to approve the disclosure statement explaining the Plan of
Reorganization the panel filed for the Debtors as containing
"adequate information" within the meaning of Section 1125(a) of
the Bankruptcy Code.

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Seeks Approval of Plan Deal With Creditors Committee
----------------------------------------------------------------
Tronox Inc. and its units ask authority from U.S. Bankruptcy Judge
Allan Gropper to enter into:

  (a) a plan support agreement with the Official Committee of
      Unsecured Creditors and certain of its members and
      certain holders representing more than 58% in amount of
      Tronox Inc.'s prepetition unsecured notes; and

  (b) an equity commitment agreement among Tronox and the
      Backstop Parties and pay certain fees and expenses in
      connection with the backstop agreement.

The Debtors also seek the Court's approval of procedures and
related rights exercise forms for a rights offering to be
conducted in connection with Tronox's First Amended Plan of
Reorganization.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Debtors reached an agreement in principle on the
terms of a global settlement with their key creditor
constituencies.  He says that based in large part on the plan
framework from December 2009, the settlement is predicated upon
a resolution of Tronox's legacy environmental and tort
liabilities -- and ensuring that Reorganized Tronox emerges from
Chapter 11 well-capitalized, free of its legacy liabilities and
poised to compete effectively and explore opportunities for
growth.

Among other consideration, the Amended Plan will provide
$270 million in cash to governmental environmental claimants and
environmental response trusts and $12.5 million in cash to tort
claimants, Mr. Cieri tells the Court.  He reveals that to fund
the cash payments, Tronox will rely on a combination of debt and
equity financing:

  -- Tronox will increase its exit financing by $90 million so
     that total funded debt at exit will not exceed
     approximately $468 million;

  -- Tronox will raise equity financing of $170 million through
     a rights offering for approximately 78% of the new common
     stock to be issued by reorganized Tronox, which will be
     open to all unsecured creditors, subject to certain
     eligibility requirements.  Because the Backstop Parties
     have agreed to purchase any unsubscribed shares, Tronox is
     assured of raising the full $170 million; and

  -- The Backstop Parties have also agreed to provide Tronox
     with $15 million in cash in exchange for convertible
     preferred stock to be issued on the plan effective date.

To memorialize the key terms of the revised plan and the Backstop
Parties' equity commitment, Tronox has entered into the new Plan
Support Agreement and Equity Commitment Agreement.

Mr. Cieri asserts that entry into the Plan Support and the Equity
Commitment Agreement, and the adoption of the procedures and
exercise forms for the Rights Offering, collectively represent a
sound exercise of Tronox's business judgment that will pave the
way for Tronox to confirm a plan of reorganization that -- after
months of hard-fought negotiations -- embodies a comprehensive
settlement of complex issues among Tronox's creditors that
maximizes the value of these estates and fairly allocate that
value among creditors.

"No alternative plan exists that can provide this level of
certainty regarding a global settlement, as well as an
appropriate capital structure for reorganized Tronox," Mr. Cieri
contends.

            Plan Support and Commitment Agreements

The Plan Support Agreement sets forth the parties' commitment to
and obligations with respect to the amended Plan, which will
conform to a term sheet.

The Plan Support Agreement includes customary conditions, like an
agreement to support the Plan, negotiate in good faith to reach
definitive documentation and not take any actions that will delay
or impede consummation of the revised Plan.  It also contains a
customary fiduciary out provision for Tronox and others.

The Equity Commitment Agreement sets forth the terms and
conditions upon which the Backstop Parties will commit the
financing to backstop the Rights Offering and purchase the New
Convertible Preferred Stock.  The material terms of the Equity
Commitment Agreement are:

  * Equity Investment:  The Backstop Parties have committed to
    provide (a) up to $170 million in cash on the Effective Date
    pursuant to the Rights Offering and (b) $15 million in cash
    on the Effective Date to purchase the New Convertible
    Preferred Stock, for a total equity commitment of
    $185 million.  These funds will be utilized, in conjunction
    with the proceeds of the Exit Credit Facility, to satisfy
    Tronox's obligations under the Plan and to meet the working
    capital and general corporate needs of Reorganized Tronox.

  * Backstop Commitment:  The Backstop Parties have agreed to
    purchase any of the unsubscribed shares offered in the
    Rights Offering, for a stake of up to 78.4% of the New
    Common Stock to be issued on the Effective Date, and their
    ultimate ownership percentage will depend on the
    participation levels of Eligible Holders in the Rights
    Offering.  In addition, the Backstop Parties have committed
    to purchase $15 million of New Convertible Preferred Stock,
    which will accrue dividends at a rate of 8% per annum,
    payable quarterly in cash, and may be converted into shares
    of New Common Stock equal to 3.9% of the New Common Stock to
    be issued on the Effective Date.

  * Backstop Consideration:  On account of their equity
    financing commitment, the Backstop Parties will receive
    Equity Backstop Consideration equal to 6% of their
    $170 million Rights Offering equity commitment, paid in shares
    Of New Common Stock equal to 4.7% of the New Common Stock to
    be issued on the Effective Date.  If the Plan is not
    consummated, then, subject to certain exceptions, the
    Backstop Parties will be entitled to Cash Backstop
    Consideration equal to 6% of their total equity commitment
    on account of the Rights Offering and the New Convertible
    Preferred Stock, or $11.1 million.

  * Transaction Expenses:  Tronox will pay the reasonable and
    documented fees and out-of-pocket expenses of the legal and
    financial advisors to the Backstop Parties accrued during
    Tronox's Chapter 11 cases.

The Equity Commitment Agreement contains a fiduciary out
provision for Tronox.  It also contains milestones that parallel
those in the Plan Support Agreement, as well as certain
termination events, including, among others:

  * If the terms and conditions of any final documentation do
    not reflect the economic terms set in the Term Sheet,
    including with respect to the treatment of Claims and Equity
    Interests under the Plan;

  * If Tronox has not obtained committed exit financing or
    amended the Replacement DIP Agreement to provide for
    additional debt financing prior to entry of the Confirmation
    Order;

  * If any of the conditions set forth in Section 8 of the
    Equity Commitment Agreement become incapable of
    satisfaction, including with respect to (a) certain minimum
    liquidity requirements, (b) the absence of a material
    adverse effect, (c) approval of the Environmental Claims
    Settlement Agreement and (d) caps on the amount of financing
    fees, administrative claims, cure claims, General Unsecured
    Claims and Indirect Environmental Claims;

  * If the financial projections of Tronox are materially and
    adversely different from those set forth in the disclosure
    statement filed on July 7, 2010;

  * If Tronox supports a Competing Transaction, or if the
    Creditors' Committee or the Government Environmental
    Entities no longer support the Plan; and

  * If the Effective Date of the Plan has not occurred on or
    prior to December 31, 2010.

                  Rights Offering Procedures

Tronox will conduct a rights offering open to all Eligible
Holders of General Unsecured Claims and Indirect Environmental
Claims as of the voting record date to be established by the
order approving the Disclosure Statement and the procedures for
soliciting and tabulating votes on the Plan.  Eligible Holders
will receive rights, but not the obligation, to purchase their
pro rata share of 11,756,570 shares of New Common Stock in the
Rights Offering.

To implement the Rights Offering, Tronox will mail Eligible
Holders a form, contemporaneously with the mailing of each
Eligible Holder's ballot to vote on the Plan.  The Rights
Exercise Form is the means by which Eligible Holders will
exercise their Rights and will indicate, among other things, the
price per share of New Common Stock payable in connection with
the Rights Offering.  If any Eligible Holder fails to deliver a
duly completed Rights Exercise Form so that the form is actually
received by Kurtzman Carson Consultants LLC on or before the
voting deadline for the Plan, the Rights will expire and be
cancelled, and the Eligible Holder will not be able to exercise
the Rights.

For those Eligible Holders holding shares through a nominee, to
exercise its rights, the Eligible Holder must provide
instructions to its bank, broker or other nominee or agent, who
then, in turn, must convey the instructions to the Subscription
Agent on or before the Rights Expiration Date.

Additionally, the Rights Offering Procedures provide that to
exercise Rights, each Eligible Holder or nominee must pay or
arrange for payment of the total subscription price, by wire
transfer of immediately available funds or bank cashier's check
based upon the price determined pursuant to the Rights Offering
Procedures, to the Subscription Agent on or before the Rights
Expiration Date, so that both the Rights Exercise Form and
payment of the Subscription Purchase Price are actually received
by the Subscription Agent prior to the Rights Expiration Date.

If the Subscription Agent for any reason does not timely receive
from or on behalf of the participating Eligible Holder a duly
completed Rights Exercise Form and immediately available funds by
wire or other transfer in an amount equal to the Subscription
Purchase Price for the Eligible Holder, the Eligible Holder's
Rights will expire and be cancelled.

"The execution of the Plan Support Agreement and the Equity
Commitment Agreement, as well as the support of the United States
and the Nevada Parties, represents further progress in our
restructuring and a significant step towards emerging from
chapter 11 in the coming months, free of our legacy environmental
and tort liabilities," Dennis L. Wanlass, Chairman and Chief
Executive Officer of Tronox Incorporated said in a press release.

"We appreciate the continued patience and support of our
customers, suppliers and employees as we work to exit Chapter 11
as quickly as possible, and we are confident that we are taking
the appropriate steps to position Tronox as a financially strong
competitor in the titanium dioxide and specialty chemical
industries for years to come," Mr. Wanlass added.

A full-text copy of the Plan Support Agreement is available for
free at http://bankrupt.com/misc/TrnxPlnSuppAgrmt.pdf

A full-text copy of the Term Sheet is available for free
at http://bankrupt.com/misc/TrnxTermSheet.pdf

A full-text copy of the Equity Commitment Agreement is available
for free at http://bankrupt.com/misc/TrnxEqtyCommAgrmt.pdf

A full-text copy of the Rights Offering Procedures is available
for free at http://bankrupt.com/misc/TrnxRightsOfferingProc.pdf

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: To Assume Retirement & Pension Plans
------------------------------------------------
Tronox Inc. and the Pension Benefit Guaranty Corporation entered
into a Court-approved stipulation agreeing that PBGC's three
claims will be withdrawn on the effective date of the Debtors'
Plan of Reorganization.

PBGC's Claims are:

  * Claim No. 1014 as a contingent and unliquidated general
    unsecured and administrative priority claim on account of
    potential statutory liability of the Debtors under Section
    1307 of Title 29 of the U.S. Code related to the Tronox
    Incorporated Retirement Plan for pre- and post-Petition Date
    events;

  * Claim No. 1132 as a contingent and estimated general
    unsecured, priority tax and administrative priority claim in
    the amount of $214,300,000 on account of potential statutory
    liability of the Debtors for unfunded benefit liabilities of
    the Tronox Incorporated Retirement Plan pertaining to pre-
    and post-Petition Date events; and

  * Claim No. 1133 as a contingent and unliquidated general
    unsecured, priority and administrative priority claim on
    account of potential statutory liability under for unpaid
    minimum funding contributions to the Tronox Incorporated
    Retirement Plan for pre- and post-petition Date events.

Pursuant to the Debtors' Plan, Reorganized Tronox will assume the
Tronox Incorporated Retirement Plan and the Pension Plan will be
continued in accordance with its terms.  Reorganized Tronox will
satisfy the minimum funding standards, be liable for the payment
of PBGC premiums in accordance with Title IV of the Employee
Retirement Income Security Act, subject to any and all applicable
rights and defenses of the Tronox Debtors, and administer the
Pension Plan in accordance with the provisions of ERISA and the
Internal Revenue Code.

Notwithstanding any provision of the Plan or the Confirmation
Order to the contrary, the Pension Plan will be continued and
administered in accordance with ERISA and the Internal Revenue
Code, the stipulation provided.

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRUMAN FAMILY: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Truman Family Limited Partnership
        4682 N. Cimarron Road
        Las Vegas, NV 89129

Bankruptcy Case No.: 10-26871

Chapter 11 Petition Date: September 3, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: David J. Winterton, Esq.
                  211 N. Buffalo Drive, #A
                  Las Vegas, NV 89145
                  Tel: (702) 363-0317
                  E-mail: david@davidwinterton.com

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

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

The petition was signed by Mitchell Truman, president of Oshkosh
Corp, general partner.

Debtor's List of five Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
LNR Capital, Inc                   --                  $12,903,411
1601 Washington Avenue, Suite 700
Miami Beach, FL 33139-3165

Mountain States Contracting        --                       $3,875
6813 W. Frier Drive
Glendale, AZ 85303-1312

Pete King Nevada Corp              --                       $2,500
2575 E. Lone Mountain Road
North Las Vegas, NV 89081-2651

Seller/Miles CPAs                  --                       $2,250

Legacy Park                        --                         $544


TYRONE HUBBARD: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tyrone V. Hubbard
        1118 Tram Road
        Townsend, GA 31331

Bankruptcy Case No.: 10-21167

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Southern District of Georgia (Brunswick)

Debtor's Counsel: Robert H. Baer, Esq.
                  LAW OFFICE OF ROBERT H. BAER
                  P.O. Box 1792
                  Brunswick, GA 31521
                  Tel: (912) 264-3120
                  Fax: (912) 265-8337
                  E-mail: robertbaer@bellsouth.net

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/gasb10-21167.pdf


UDIPI SRI: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: Udipi Sri Krishna Inc.
        dba Ramada Ltd.
        P.O. Box 127
        Van Horn, TX 79855

Bankruptcy Case No.: 10-31889

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: Leif M. Clark

Debtor's Counsel: Sidney J. Diamond, Esq.
                  DIAMOND LAW
                  3800 N Mesa C-4
                  El Paso, TX 79902
                  Tel: (915) 532-3327
                  Fax: (915) 532-3355
                  E-mail: usbc@sidneydiamond.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Wyndham Worldwide, Inc.   Franchise Fees and     $60,000
22 Sylvan Way             Royalties
Parsippany, NJ 07054

The petition was signed by Kushal R. Shetty, president.


UNIFI INC: Directors Sileck & Loo Won't Stand for Re-Election
-------------------------------------------------------------
Unifi Inc. received on Aug. 19, 2010, notice from Michael Sileck,
one of the Company's directors, that he will not stand for re-
election for his director position at the Registrant's next annual
meeting of shareholders.

In addition, on August 22, 2010, the Company received notice from
Mr. Chiu Cheng Anthony Loo, one of the Company's directors, that
he will not stand for re-election for his director position at the
Annual Meeting.

                         About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.  The Company adds value to the supply chain and
enhances consumer demand for its products through the development
and introduction of branded yarns that provide unique performance,
comfort and aesthetic advantages.  Key Unifi brands include, but
are not limited to: AIO(R) - all-in-one performance yarns,
SORBTEK(R), A.M.Y.(R), MYNX(R) UV, REPREVE(R), REFLEXX(R),
MICROVISTA(R) and SATURA(R). Unifi's yarns and brands are readily
found in home furnishings, apparel, legwear, and sewing thread, as
well as industrial, automotive, military, and medical
applications.

As reported by the Troubled Company Reporter on November 20, 2009,
Moody's Investors Service revised Unifi, Inc.'s ratings outlook to
stable from negative.  Moody's affirmed the company's Caa1
Corporate Family and Probability of Default Ratings, and the Caa2
rating on its senior secured notes due 2014.

Standard & Poor's Ratings Services said that it placed its
ratings, including the 'B-' corporate credit rating, on
Greensboro, N.C.-based Unifi Inc. on CreditWatch with positive
implications.


UNITED REPROGRAPHICS: Case Summary & 20 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: United Reprographics LLC
        1750 4th Ave S
        Seattle, WA 98134-1502

Bankruptcy Case No.: 10-20563

Chapter 11 Petition Date: September 3, 2010

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

Judge: Samuel J. Steiner

Debtor's Counsel: Charles A. Johnson, Jr., Esq.
                  LAW OFFICES OF CHARLIE JOHNSON
                  5413 Meridian Ave N Ste A
                  Seattle, WA 98103-6138
                  Tel: (206) 632-8980
                  E-mail: charlie@johnsonlaw.com

Scheduled Assets: $734,225

Scheduled Debts: $1,473,903

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-20563.pdf

The petition was signed by Brian K. Sims.


UNIVAR INC: S&P Affirms Corporate Credit Rating at 'B'
------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B' corporate
credit rating on Univar Inc. and removed all ratings from
CreditWatch.  The ratings had been placed on CreditWatch with
positive implications on June 30, 2010, following the company's
announcement of a proposed IPO.  The outlook is positive.

Based on preliminary terms and conditions, S&P assigned 'B'
preliminary issue-level ratings (the same as the 'B' corporate
credit rating) and '3' preliminary recovery ratings to the
company's proposed amended $135.9 million loan term A due
2016, amended $872.4 million term loan B due 2016, and a new
$300 million term loan C facility due June 2017.  This indicates
S&P's expectation for meaningful (50%-70%) recovery in the event
of a payment default.  At the same time, S&P lowered the issue-
level ratings on the existing term loan A and existing term loan
B to 'B' from 'B+' and revised the recovery ratings to '3' from
'2'.

Univar is also proposing an amendment and maturity extension (five
years from close) to its unrated existing $1.1 billion asset-based
revolving credit facility and amendment and extension of its
existing unrated $600 million senior subordinated note issue with
a proposed seven-year term.

The proposed dividend recapitalization will be funded by
approximately $763 million in proceeds from the sale of a 42.5%
equity stake to Clayton, Dubilier & Rice LLC, $300 million from a
new senior secured term loan C facility, $160 million drawn on a
new ABL revolving credit facility, and about $61 million from cash
from the balance sheet.  As part of this transaction, CVC Partners
and other existing shareholders of Univar Inc. will sell
approximately 42.5% of their ownership in the company on a pro
rata basis.  PPBs will be paid in full and the obligations will be
extinguished through the $1.2 billion in expected proceeds.

Pro forma for the transaction, S&P expects leverage, including the
PPBs issued by Univar's parent, to decrease to about 5.8x from
7.5x currently and FFO to adjusted debt to increase to 8.5% from
6.6%.  "Although S&P would continue to view the financial profile
as highly leveraged pro forma for the proposed transaction, S&P
view the debt reduction meaningful enough to support a positive
outlook," said Standard & Poor's credit analyst Henry Fukuchi.

"This outlook also indicates S&P's view that Univar will be able
to achieve a leverage ratio approaching 5x in the next year or so,
which could potentially warrant a slightly higher corporate credit
rating."

The positive outlook reflects an improved financial profile based
on a material debt reduction and S&P's expectation for improving
credit metrics.  S&P expects favorable trends should continue
supported by increased volumes and economic conditions recovering
in the next few years.  The positive outlook also reflects S&P's
view that decent cash flow generation should continue to support
future cash outlays, small bolt-on acquisitions, and gradual debt
reduction.

Based on its scenario forecast, S&P could raise the ratings
modestly if FFO to total adjusted debt of 10% is achieved through
a business cycle and total adjusted debt to earnings before
depreciation and amortization decreases below 5x and remains
stable over time.

Although S&P does not expect to lower the ratings, S&P could do so
if liquidity declines meaningfully or if free cash flow generation
is lower than projected because of unexpected business challenges.
Based on the scenario S&P is forecasting, S&P could lower the
rating if operating margins weaken by 150 basis points or more, or
if volumes decline 20% or more from current expectations.  At this
point, S&P expects that the company's credit metrics would weaken,
including leverage deteriorating to 7x and FFO to total adjusted
debt decreasing to the mid-single-digit area.  S&P could also
lower the ratings if unexpected cash outlays or financial policy
decisions reduce the company's liquidity position or stretches the
financial profile beyond a level expected for the current ratings.


URBAN GREEN: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Urban Green Cherokee Developers, LLC
        400 Peachtree Indurstrial Blvd. #504, Suite 5
        Suwanee, GA 30024

Bankruptcy Case No.: 10-86073

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Jimmy C. Luke, Esq.
                  FOLTZ MARTIN, LLC
                  Suite 750, 5 Piedmont Center
                  Atlanta, GA 30305
                  Tel: (404) 231-9397
                  Fax: (404) 237-1659
                  E-mail: jluke@foltzmartin.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 five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-86073.pdf

The petition was signed by Michael Lant, manager of Debtor's sole
member.


US AEROSPACE: David Duquette Steps Down as Chief Executive Officer
------------------------------------------------------------------
U.S. Aerospace Inc. David Duquette resigned on Aug. 16, 2010, as
Chief Executive Officer and as a member of Board of Directors, and
Josef Czikmantori resigned as our Secretary.  They did not resign
because of any disagreement on any matter relating to the
Company's operations, policies or practices.

                    About U.S. Aerospace, Inc.

U.S. Aerospace, Inc. -- http://www.USAerospace.com-- is a
publicly traded aerospace and defense contractor based in Southern
California.  The Company supplies aircraft assemblies, structural
components and highly-engineered, precision-machined details for
commercial and military aircraft.

                           *     *     *

The Company's balance sheet at June 30, 2010, showed $5.67 million
in total assets, $12.38 million in total liabilities, and a
$6.71 million stockholders' deficit.


US CONCRETE: $75MM Revolving Facility to Mature August 31, 2014
---------------------------------------------------------------
On August 31, 2010, the effective date of U.S. Concrete, Inc. and
its subsidiaries' Joint Plan of Reorganization, the Company
entered into a new credit agreement with a group of banks led by
JPMorgan Chase Bank, N.A., which provides for a $75.0 million
asset-based revolving credit facility.  The Company also issued
$55.0 million aggregate principal amount of 9.5% Convertible
Secured Notes due 2015 pursuant to a subscription offering
contemplated by the Plan.

In a regulatory filing Thursday, the Company provided a
description of certain material terms of the Revolving Facility
and the Indenture governing the issuance of the Convertible Notes.

Up to $30 million of the Revolving Facility is available for the
issuance of letters of credit, and any such issuance of letters of
credit will reduce the amount available for loans under the
Revolving Facility.  Advances under the Revolving Facility are
subject to a Borrowing Base (as defined in the Credit Agreement).
At the Company's option, loans may be maintained from time to time
at an interest rate equal to the Eurodollar-based rate ("LIBOR")
or the applicable domestic rate ("CB Floating Rate").  The
Revolving Facility will mature four years after the Effective
Date, on which date the loans are due and payable in full.

The Convertible Notes are governed by an indenture, dated as of
August 31, 2010, among the Company, certain subsidiaries of the
Company, as guarantors, and U.S. Bank National Association, as
trustee and noteholder collateral agent.  Under the terms of the
Indenture, the Convertible Notes bear interest at a rate of 9.5%
per annum and will mature on August 31, 2015.  Interest payments
will be payable quarterly in cash in arrears.

A full-text copy of the Credit Agreement, dated as of August 31,
2010, is available for free at:

               http://researcharchives.com/t/s?6ab0

A full-text copy of the Indenture, dated as of August 31, 2010, is
available for free at http://researcharchives.com/t/s?6aaf

                       About U.S. Concrete

Houston, Texas-based U.S. Concrete, Inc. -- http://www.us-
concrete.com/ -- is a major producer of ready-mixed concrete,
precast concrete products and concrete-related products in select
markets in the United States.  The Company has 125 fixed and 11
portable ready-mixed concrete plants, seven precast concrete
plants and seven producing aggregates facilities.

The Company filed for Chapter 11 bankruptcy protection on
April 29, 2010 (Bankr. D. Del. Case No. 10-11407).  Patrick J.
Nash Jr., Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis
LLP, assist the Company in its restructuring effort as bankruptcy
counsel.  James E. O'Neill, Esq., Laura Davis Jones, Esq., and
Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, is
the Company's co-counsel.  Epiq Bankruptcy Solutions is the
Company's claims agent.

The Company scheduled assets of $389,160,000 and debts of
$399,351,000 as of the Petition Date.

The Debtor's affiliates, Alberta Investments, Inc., et al., filed
separate Chapter 11 petitions on April 29, 2010.

The Company's balance sheet as of June 30, 2010, showed
$403.2 million in total assets, $451.7 million in total
liabilities, and a stockholders' deficit of $48.5 million.

As reported in the Troubled Company Reporter on August 2, 2010,
the Bankruptcy Court has confirmed the Company's Plan of
Reorganization.  As previously announced, the Company's Plan
provides for the conversion of approximately $285 million of
principal amount of 8.375% Senior Subordinated Notes due 2014 into
equity of the reorganized company.  Trade creditors are currently
being paid in full in the ordinary course and are unaffected by
the restructuring.

On August 31, 2010, the Debtors consummated their reorganization
under the Bankruptcy Code and the Plan became effective.


VALENCE TECHNOLOGY: Stockholders Elect Five Directors
-----------------------------------------------------
Valence Technology Inc. held its 2010 Annual Meeting of
Stockholders on Sept. 2, 2010.  At the 2010 Annual Meeting, the
company's stockholders voted on the election of directors and
ratification of the independent auditor.

At the 2010 Annual Meeting, the stockholders elected each of the
following nominees as directors, to serve on the Company's Board
of Directors until the 2011 Annual Meeting of Stockholders or
until their successors are duly elected and qualified.  Each
nominee received affirmative votes from more than a majority of
the votes cast:

  * Carl E. Berg,
  * Robert L. Kanode,
  * Vassilis G. Keramidas,
  * Bert C. Roberts, Jr., and
  * Donn V. Tognazzini

In addition, the stockholders also voted to ratify the appointment
of PMB Helin Donovan LLP as the Company's independent registered
public accounting firm for the fiscal year ending March 31, 2011.

                     About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company's balance sheet at June 30, 2010, showed
$22.75 million in total assets, $94.51 million in total
liabilities, and a stockholders' deficit of $80.37 million.

PMB Helin Donovan LLP expressed substantial doubt about Valence
Technology Inc.'s ability as a going concern following the
Company's fiscal 2010 results.  The Company has incurred operating
losses each year since its inception in 1989 and had an
accumulated deficit of $581 million as of March 31, 2010.  For the
fiscal years ended March 31, 2010, 2009, and 2008 the Company
sustained net losses available to common stockholders of
$23.2 million, $21.4 million, and $19.6 million, respectively.


VAN HAM: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Van Ham Dairy Leasing, LLC
        1290 N. Shoop Avenue, Suite 140
        Wauseon, OH 43567

Bankruptcy Case No.: 10-36120

Chapter 11 Petition Date: September 3, 2010

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

Judge: Richard L. Speer

Debtor's Counsel: David J. Coyle, Esq.
                  SHUMAKER, LOOP & KENDRICK, LLP
                  1000 Jackson St
                  N Courthouse Sq
                  Toledo, OH 43604-5573
                  Tel: (419) 241-9000
                  E-mail: dcoyle@slk-law.com

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

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

A list of the Company's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohnb10-36120.pdf

The petition was signed by Aldert H. Nieuwenhuis, manager.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Van Ham Dairy, LLC                     10-33231    05/10/10


VERTIS INC: Moody's Reviews 'Caa1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service placed its ratings for Vertis Inc. under
Review (Direction Uncertain).  The review follows the company's
recent announcement that the term structure of its initially
proposed out-of-court debt restructuring, for which Moody's had
originally assigned ratings based on the assumed successful
completion of that transaction back in August, is likely to
materially change, and depending on the nature of such prospective
change(s) ratings could be lowered and/or raised.

This is a summary of Moody's ratings for Vertis and the rating
actions:

On review, direction uncertain:

Issuer: Vertis, Inc.

  -- Corporate Family Rating, Caa1
  -- Probability of Default Rating, Caa1
  -- Senior Secured 1st Lien Term Loan - B2, LGD3-30%

On September 1, 2010, the company announced its intention to
increase the amount of the first lien term loan financing to
$500 million from $365 million.  At this time, it is not clear
whether other changes may be forthcoming.  The review will
include an assessment of Vertis' revised proposal for the
company's debt and equity capital structure.  All ratings had
previously been assigned as part of the proposed refinancing.
The restructuring/refinancing transactions are subject to a number
of conditions, including minimum participation requirements on the
company's exchange offerings.  Moody's assumes these conditions
will be met but ratings are subject to a review of the final
results of the company's restructuring and the terms and
conditions of the debt instruments.

The proposed transactions would be a second restructuring on the
heels of Vertis' 2008 bankruptcy reorganization.

Moody's last rating action was on August 13, 2010, when Moody's
assigned a B2 rating on the notably reduced (from $425 million
previously) proposed $365 million senior secured first lien term
loan.

Vertis' ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Vertis' core industry and Vertis' ratings are believed
to be comparable to those of other issuers of similar credit risk.

Vertis, headquartered in Baltimore, MD, provides advertising,
direct marketing and interactive products and services to clients
across North America.  Vertis merged with ACG in October 2008 upon
the emergence of both companies from July 2008 pre-packaged
bankruptcy filings.  Avenue Capital will control a majority of the
equity and the board of directors upon completion of the proposed
refinancing/restructuring.  Revenue was approximately $1.3 billion
in FY 2009.


VETTE FAMILY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Vette Family, LP
        1595 Mt. Lebanon Rd.
        Cedar Hill, TX 75104

Bankruptcy Case No.: 10-36160

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

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

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

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

The petition was signed by Teresa L. O'Steen, limited partner.


VISTEON CORP: Hearing on Equity Committee Plea on Sept. 27
----------------------------------------------------------
The U.S. Bankruptcy Court will convene a hearing on the request
for the appointment of an official equity committee in Visteon
Corp.'s cases on September 27, 2010.  Objections are due no later
than September 20.

In separate letters filed with the Court from August 26 to 30,
2010, Ron Reina, Luqman Yacub and Diana Diebler, shareholders of
Visteon Corp., also ask the Court to direct appointment of an
official equity committee.

Mr. Reina said it is vital that the non-hedge fund shareholders
be identified as a distinct and separate entity from the hedge
funds and all dual treatment cease.

Mr. Yacub informed the Court that retail shareholders no longer
trust the Debtors' management to be fair in the processes, who
are trying to appease their future employers than the current
shareholders.  The existing shareholders are still the lawful
owners of the company at this time, Mr. Yacub insisted.
Therefore, Mr. Yacub asks the Court to (i) make the present,
expired, valuation analysis null and void and order an
independent evaluation to find the true enterprise value of the
company, and (ii) appoint an official shareholders committee, so
that small shareholders can have a seat at the table.

In a subsequent letter dated August 31, Mr. Yacub refuted the
Debtors' claim that there is no disparate treatment of Ad Hoc
Equity Committee shareholders and questions the validity of the
liquidity valuation analysis.

Ms. Diana Diebler asks the Court to provide an equity committee
to make the Debtors' bankruptcy a fair one for all the J-class
common shareholders.

                        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).


WADE LIND: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Joint Debtors: Wade W. Lind
                aka Ten Redwoods, LLC
                aka Sunset Hills Memorial Gardens
                aka Sunset Hills Cemetery
                aka Sunset Hills Funeral Home
                aka Sunset Hills Crematorium
                aka Sunset Hills Crematory
               Melissa L. Lind
               2605 Lawrence St.
               Eugene, OR 97405
               Tel: (541) 338-8182

Bankruptcy Case No.: 10-65411

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       District of Oregon

Judge: Albert E. Radcliffe

Debtor's Counsel: Wilson C. Muhlheim, Esq.
                  MUHLHEIM BOYD
                  88 E Broadway
                  Eugene, OR 97401-2933
                  Tel: (541) 868-8005
                  E-mail: ecf@mb-lawoffice.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' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/orb10-65411.pdf


WECK CORP: Asks for Court's Nod to Auction Assets
-------------------------------------------------
The Weck Corp, et al., ask for authorization from the U.S.
Bankruptcy Court for the Southern District of New York to sell
substantially all of the Debtors' assets through an auction.

The Debtors have filed with the Court their proposed bidding
procedures, a copy of which is available for free at:

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

According to the bidding procedures, GH Acquisition, LLC, will be
paid (a) a breakup fee of 3% of the Investment or $402,750 and (b)
reimbursement of expenses not to exceed $150,000.

For many months, the Debtors have been in discussions with various
parties-in-interest regarding the terms of a proposed plan of
reorganization.  During the past two months, the Debtors have
focused their efforts on negotiations with Meridian Acquisition
Ventures, LLC, a potential investor.  Thereafter, the Debtors and
Triton Equity Partners LLC entered into negotiations with the
Meridian Investor with respect to an infusion of capital by the
Meridian Investor on specific terms and conditions, which would
allow the Debtors to achieve their goals of a restructuring and
reorganization.  The Debtors then reached an agreement with GH
Acquisition, an entity formed by the Meridian Investor and certain
other pre-petition equity holders and members of management to
restructure the Debtors' financial position in the context of a
Chapter 11 bankruptcy proceeding.

The Debtors propose that the deadline for the submission of bids
be no later than noon (prevailing Eastern Time) on October 5,
2010.  Each potential investor must submit a $500,000 deposit with
its proposal.  On or before October 7, 2010, the Debtors intend to
select, in their business judgment, proposals that qualify for
participation in the auction.  The Debtors will notify each
interested party that is a qualified bidder and qualifies to
participate in the auction, in writing, on or before 5:00 p.m. on
October 8, 2010.

On or before 9:30 a.m. on October 12, 2010, the Debtors will
select, in their business judgment, the transaction they intend to
use to commence the auction.

If the Debtors receive a timely qualified bid, the auction will be
held on October 12, 2010 at 10:00 a.m.  At the close of the
auction, the Debtors will identify the qualified bidder with the
highest or otherwise best bid.  If no qualifying bid is received,
there will be no auction, and a disclosure statement hearing will
be scheduled for October 2010.

Headquartered in New York, The Weck Corporation operates a
housewares and home furnishings business at six retail store
locations, utilizing seven store leases, a warehouse lease and an
office lease, and an internet-based business, all under the name
Gracious Home.  Gracious Home offers a wide range of customized
products and services, including personal shopping, corporate and
bridal gifts, decorative hardware, lighting and plumbing, key
making, knife sharpening, lamp re-wiring, vacuum repairs, custom
window treatments and stationary.

The Weck filed for Chapter 11 bankruptcy protection on August 13,
2010 (Bankr. S.D.N.Y. Case No. 10-14349).  Mark T. Power, Esq., at
Hahn & Hessen LLP, assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million as of the Petition Date.

Affiliates Weck Chelsea, LLC (Bankr. S.D.N.Y. Case No. 10-14353),
Gracious Home.com, LLC (Bankr. S.D.N.Y. Case No. 10-14351), and
West Weck, LLC (Bankr. S.D.N.Y. Case No. 10-14350) filed separate
Chapter 11 petitions on August 13, 2010.


WECK CORP: Gets Court's Interim Nod to Obtain DIP Financing
-----------------------------------------------------------
The Weck Corporation, et al., sought and obtained interim
authorization from Hon. Allan L. Gropper of the U.S. Bankruptcy
Court for the Southern District of New York to obtain postpetition
secured financing from with NewAlliance Bank, acting through its
NewAlliance Commercial Finance Operating Division.  The Debtors
are authorized to borrow up to up to $500,000 during the interim
period.

The DIP lender has committed to provide up to up to $3,425,000.
The DIP facility will mature November 30, 2010.

Rosanne T. Matzat, Esq., of the Hahn & Hessen LLP, explained that
the Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

The advances made to the Debtors at the Base Rate will bear
interest at the per annum rate equal to the Base Rate plus 4.0%,
and advances made to the Debtors at the LIBOR Rate will bear
interest at the per annum rate equal to the LIBOR Rate plus 5.0%
per annum.

Upon entry of the final order, (a) additional advances and
financial accommodations by the DIP Lender will be made such that
the aggregate outstanding amount of advances and letters of credit
issued under the DIP financing arrangement will not exceed
$3,425,000, but exclusive of replacement letters of credit, and
(b) replacement letters of credit may be issued in aggregate
amount not to exceed $2,358,441.71 inclusive of those issued under
the interim court order.

The Debtors will pay to the DIP Lender a commitment fee of
$300,000 and an annual administrative fee in the amount of $36,000
per year, payable monthly in advance with the first payment of
$3,000 due and payable on the effective date.  The Debtors will
pay an unused line of credit fee, which will accrue at a rate
equal to 0.50% per annum times the average daily unused portion of
the line of credit, payable monthly in arrears on the first day of
each month.  The Debtors will pay a letter of credit fee, which
will accrue at a rate equal to 1.5% per annum times the daily
balance of the undrawn amount of all outstanding standby letters
of credit (including replacement letters of credit), payable
monthly in arrears on the first day of each month.

The DIP Lender is granted an allowed super-priority administrative
expense claim with priority over any and all administrative
expenses, claims for adequate protection, and all other claims
against the Debtors.

As security for the DIP obligations, the DIP Lender will be
granted a valid, perfected, priming, first-priority senior
security interest in and liens on all of the Debtors' now owned
and hereafter acquired collateral, and permitted liens.

The Lender will have the right to credit bid with respect to any
sale of assets or equity.

Ms. Matzat said that the Debtors will also use the cash collateral
to provide additional liquidity.

The agreement by the Lender to make any post-petition financing
available to the Debtors under the DIP loan documents and to allow
the use of cash collateral will continue until the earlier of
(i) the conclusion of the final hearing, (ii) September 13, 2010,
if the final court order has not been entered by that date,
(iii) the date 180 days after the Petition Date, which may be
extended solely at the option of the Lender and the Debtors in
writing, without the need for any further Court approval or as
otherwise set forth in the DIP loan documents, (vi) the date of
the acceleration of any outstanding extensions of credit under the
DIP loan documents, or (vii) the occurrence of an event of default
under the DIP loan documents.

The Court has set a final hearing for September 8, 2010, at
9:30 a.m. Eastern Time, on the Debtors' request to obtain DIP
financing and use cash collateral.

                          About Weck Corp

Headquartered in New York, The Weck Corporation operates a
housewares and home furnishings business at six retail store
locations, utilizing seven store leases, a warehouse lease and an
office lease, and an internet-based business, all under the name
Gracious Home.  Gracious Home offers a wide range of customized
products and services, including personal shopping, corporate and
bridal gifts, decorative hardware, lighting and plumbing, key
making, knife sharpening, lamp re-wiring, vacuum repairs, custom
window treatments and stationary.

The Weck filed for Chapter 11 bankruptcy protection on August 13,
2010 (Bankr. S.D.N.Y. Case No. 10-14349).  Mark T. Power, Esq., at
Hahn & Hessen LLP, assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million as of the Petition Date.

Affiliates Weck Chelsea, LLC (Bankr. S.D.N.Y. Case No. 10-14353),
Gracious Home.com, LLC (Bankr. S.D.N.Y. Case No. 10-14351), and
West Weck, LLC (Bankr. S.D.N.Y. Case No. 10-14350) filed separate
Chapter 11 petitions on August 13, 2010.


WILLIAM JONES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: William Jarell Jones
          aka William J Jones
              Wm Jarell Jones
        123 Marina Drive
        Saint Simons Island, GA 31522

Bankruptcy Case No.: 10-21154

Chapter 11 Petition Date: September 2, 2010

Court: United States Bankruptcy Court
       Southern District of Georgia (Brunswick)

Debtor's Counsel: Christopher W. Terry, Esq.
                  STONE & BAXTER, LLP
                  Fickling & Company Building
                  Suite 800, 577 Mulberry Street
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  E-mail: cterry@stoneandbaxter.com

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

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

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/gasb10-21154.pdf


WILLIAM MICCO, SR.: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: William G. Micco, Sr.
               Rhonda Y. Micco
               9608 Enclave Place
               Port Saint Lucie, FL 34986

Bankruptcy Case No.: 10-36731

Chapter 11 Petition Date: September 4, 2010

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

Judge: Paul G. Hyman, Jr.

Debtors' Counsel: Brad Culverhouse, Esq.
                  320 S. Indian River Drive, # 100
                  Ft Pierce, FL 34950
                  Tel: (772) 465-7572
                  E-mail: bradculverhouselaw@gmail.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' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-36731.pdf


WILLIAM OATES: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: William W. Oates
          dba Waterloo Enterprises, Inc.
              Capex Commercial Properties
        11011 Pencewood Ct
        Austin, TX 78750

Bankruptcy Case No.: 10-12537

Chapter 11 Petition Date: September 3, 2010

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Stephen W. Sather, Esq.
                  BARRON & NEWBURGER, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, TX 78701
                  Tel: (512) 476-9103 Ext. 220
                  Fax: (512) 476-9253
                  E-mail: ssather@bnpclaw.com

Scheduled Assets: $1,517,776

Scheduled Debts: $2,004,049

A list of the Debtor's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb10-12537.pdf


WORLDGATE COMMS: Gets Technical of Acceptance Ojo from ACN
----------------------------------------------------------
WorldGate Communications has received official notice of
certification and technical acceptance of the Ojo Vision digital
video phone, from ACN; the world's largest direct seller of
telecommunication services with operations in 20 countries
spanning North America, Europe, Australia and New Zealand.  The
notice of acceptance clears the last remaining condition for ACN's
commitment to purchase 300,000 Ojo Vision video phones from
WorldGate on an OEM basis.

"Overcoming all the technical obstacles to delivering reliable,
high quality, real-time video communications for the consumer
market has been difficult for many vendors over the last decade,
but I believe WorldGate's new Ojo Vision video phone with Ojo
Quality has achieved this goal and is undeniably the best video
phone on the market today," said Greg Provenzano, ACN president
& co-founder.   "We are pleased to provide formal notice of
acceptance following our certification testing of the exceptional
Ojo Vision video phone."

In April, 2009, ACN signed an agreement to purchase a minimum of
300,000 Ojo Vision video phones to be marketed and sold by ACN's
global network of independent sales agents.  The agreement was
contingent upon WorldGate achieving several critical milestones,
including passing formal technical acceptance by ACN.  [Tues]day's
announcement removes the last remaining condition to full
execution of this OEM purchasing commitment.  Last quarter
WorldGate shipped over $7.8 million of Ojo Vision phones to ACN
under this contract with thousands more units being ordered and
shipped to ACN each month.

"Our vision is, and will continue to be, to enrich the lives of
people around the world through our commitment to delivering
state-of-the-art video phone communications services," said Allan
Van Buhler, senior vice president of sales and marketing for
WorldGate.  "ACN has been a true partner and collaborator in the
development and testing of our new Ojo Vision video phone, and
today's announcement brings WorldGate one step closer to the
realization of our vision."

                 About Worldgate Communications

Trevose, Pa.-based Worldgate Communications, Inc., is a provider
of digital voice and video phone services and next generation
video phones.  The Company designs and develops digital video
phones featuring real-time, two-way video.  It also provides a
turn-key digital voice and video communication services platform
supplying complete back-end support services.

Worldgate Communications reported a net loss of $2.96 million on
$124,000 of net revenues for the three months ended June 30, 2010,
compared with $4.34 million on $143,000 of net revenues for the
same period a year earlier.

The Company's balance sheet at June 30, 2010, showed
$14.31 million in total assets, $17.92 in million total
liabilities, and a $3.61 million stockholders' deficit.


WORKSTREAM INC: Crestview Capital Holds 5.1% Shares
---------------------------------------------------
Crestview Capital Master, L.L.C., Crestview Capital Partners,
L.L.C., and Daniel I. Warsh disclosed that they may be deemed to
beneficially own 41,906,367 shares or roughly 5.1% of the common
stock of WorkStream Inc.

The amount beneficially owned includes 500,000 Shares issuable
upon exercise of warrants held for the account of Crestview
Master.  The terms of the warrants contain a blocker provision
under which the holder does not have the right to exercise the
warrants to the extent that, if exercisable by the holder, the
holder or any of its affiliates would beneficially own in excess
of 9.9% of the Shares.  As a result, the warrants are currently
exercisable.

The amount beneficially owned excludes 1,500,000 Shares issuable
upon exercise of certain warrants held for the account of
Crestview Master.  The terms of the warrants contain a blocker
provision under which the holder thereof does not have the right
to exercise the warrants to the extent that, if exercisable by the
holder, the holder thereof or any of its affiliates would
beneficially own in excess of 4.9% of the Shares.  As a result,
these certain warrants are not currently exercisable.

                       About Workstream Inc.

Maitland, Fla.-based Workstream Inc. (OTC BB: WSTM) --
http://www.workstreaminc.com/-- provides enterprise workforce
management solutions and services that help companies manage their
human capital management function.

According to the Troubled Company Reporter on April 21, 2010,
Workstream Inc. filed on April 14, 2010, its quarterly report on
Form 10-Q for the three months ended February 28, 2010.  The
Company's balance sheet at February 28, 2010, showed $14,564,794
in assets, $30,051,615 in debts, and a stockholders' deficit of
$15,486,821.

In its April 2010 10-Q report, the Company said its ability to
continue as a going concern depends upon its ability to
successfully refinance $21.6 million of its senior secured notes
payable, including accrued interest thereon, generate positive
cash flows from operations and obtain sufficient additional
financing, if necessary.  The Notes went into default on May 22,
2009 due to the Company's suspension of trading on the NASDAQ
Stock Market as a result of its shareholders' deficit.  The Notes
were restructured on December 11, 2009.


WORKSTREAM INC: Delays Filing for Form 10-K for Fiscal 2010
-----------------------------------------------------------
Workstream Inc. said it could not timely file its annual report on
Form 10-K for the fiscal year ended May 31, 2010, with the
Securities and Exchange Commission.

The Company said that on Aug. 13, 2010, it completed:

   a) an exchange of approximately $22.3 million of its senior
      secured notes for common shares,

   b) a private placement of common shares for $1.25 million, and

   c) an issuance of a new senior secured note in the principal
      face amount of $750,000.

These transactions resulted in a change of control and the hiring
of a new management team, including a new Chief Executive Officer
and a new Chief Financial Officer who will be required to certify
the financial statements contained in the Company's Annual Report
on Form 10-K.  The Company and its new management team are in
the process of working with the Company's independent outside
auditors to complete the audit of the financial statements and to
prepare relevant disclosure in the Form 10-K about the recent
transactions.

                       About Workstream Inc.

Maitland, Fla.-based Workstream Inc. (OTC BB: WSTM) --
http://www.workstreaminc.com/-- provides enterprise workforce
management solutions and services that help companies manage their
human capital management function.

According to the Troubled Company Reporter on April 21, 2010,
Workstream Inc. filed on April 14, 2010, its quarterly report on
Form 10-Q for the three months ended February 28, 2010.  The
Company's balance sheet at February 28, 2010, showed $14,564,794
in assets, $30,051,615 in debts, and a stockholders' deficit of
$15,486,821.

In its April 2010 10-Q report, the Company said its ability to
continue as a going concern depends upon its ability to
successfully refinance $21.6 million of its senior secured notes
payable, including accrued interest thereon, generate positive
cash flows from operations and obtain sufficient additional
financing, if necessary.  The Notes went into default on May 22,
2009 due to the Company's suspension of trading on the NASDAQ
Stock Market as a result of its shareholders' deficit.  The Notes
were restructured on December 11, 2009.


ZADEH ENTERPRISES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Zadeh Enterprises
        2470 Windy Hill Road, Suite 257
        Marietta, GA 30067

Bankruptcy Case No.: 10-85682

Chapter 11 Petition Date: September 2, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: William C. Burn, Esq.
                  WILLIAM C. BURN AND ASSOCIATES
                  Suite F, 25 Atlanta Street
                  Marietta, GA 30060
                  Tel: (770) 427-3992
                  Fax: (770) 425-0601
                  E-mail: burnlaw@comcast.net

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

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

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

The petition was signed by Dennis Ahlzadeh, managing member.


ZALE CORP: In Talks With Citibank Regarding New Agreement
---------------------------------------------------------
Zale Corp said two of its subsidiaries are parties to a Merchant
Services Agreement with Citibank (South Dakota), N.A., under which
Citibank provides private label credit cards.  If the volume of
credit card sales pursuant to the Agreement does not meet agreed-
upon levels, Citibank is entitled to terminate the Agreement on
180 days notice, although the Company may avoid that termination
by compensating Citibank for the Minimum Volume Shortfall.

Citibank has given the Company four termination notices under the
Minimum Volume Shortfall provisions of the Agreement, the first of
which covered the twelve month period ending February 2010 and the
more recent of which covered subsequent months.  Pursuant to the
first notice, the Company paid Citibank approximately $5.4 million
on June 15, 2010, of which approximately $1.3 million was
subsequently refunded based upon a recalculation of the amount
due.  Pursuant to the second notice, the Company paid Citibank
approximately $1.1 million on July 16, 2010.  Pursuant to the
third notice, the Company paid Citibank approximately $335,000 on
August 18, 2010.  On Aug. 23, 2010, the Company received the
fourth notice, pursuant to which it is required to pay
approximately $396,000 prior to Sept. 22, 2010, in order to avoid
termination on Feb. 19, 2011.

In the absence of an earlier termination, whether due to a
termination notice in connection with a Minimum Volume Shortfall
or otherwise, the Agreement is scheduled to expire in March 2011.
All terminations are subject to the parties' obligation to
continue to perform under the Agreement for up to an additional
365 days in order to facilitate the transition to a new provider
of private label credit cards.

The Company and Citibank are continuing negotiations on a non-
exclusive basis with respect to a new agreement.

                           About Zale Corp.

Dallas, Texas-based Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating roughly
1,900 retail locations throughout the United States, Canada and
Puerto Rico, as well as online.  Zale Corporation's brands include
Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples
Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale also
operates online at www.zales.com, www.zalesoutlet.com and
www.gordonsjewelers.com

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.

Zale reported a net loss of $12.09 million for the three months
ended April 30, 2010, from a net loss of $19.5 million for the
same period in 2009.  Zale reported a net loss of $65.15 million
for nine months ended April 30, 2010, from a net loss of
$99.7 million in the same period in 2009.


* Business, Individual Bankruptcy Filings Fall From July
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that commercial, Chapter 11 and individual bankruptcy
filings fell in August from July.  Mr. Rochelle, citing data
compiled from court records by Automated Access to Court
Electronic Records, relates that filings still rose from the 2009
period and are on pace to set a record for the most since
bankruptcy law was changed in 2005.  The 135,600 total bankruptcy
filings in August were 3.6% more than the year before, though down
3.9% from July.  While the August filings were the third-fewest
this year on a daily basis, the year as a whole is on pace to have
almost 1.6 million bankruptcies, the most since 2005.


* Flaschen Among Law360's 10 Most Admired Bankruptcy Attys.
-----------------------------------------------------------
Bracewell Giuliani LLP financial restructuring group chair Evan
Flaschen's unparalleled expertise in cross-border restructurings -
- for which he developed protocols that have become today's
industry standards -- and his sterling international reputation
combine to land him a spot as one of Law360's 10 Most Admired
Bankruptcy Attorneys.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                          Total
                                               Total     Share-
                                   Total     Working   Holders'
                                  Assets     Capital     Equity
  Company           Ticker         ($MM)       ($MM)      ($MM)
  -------           ------        ------     -------   --------
AUTOZONE INC        AZO US       5,452.8      (293.1)    (462.0)
LORILLARD INC       LO US        3,140.0     1,654.0      (54.0)
DUN & BRADSTREET    DNB US       1,632.5      (475.7)    (783.9)
MEAD JOHNSON        MJN US       2,032.0       357.5     (509.3)
NAVISTAR INTL       NAV US       8,940.0     1,251.0   (1,198.0)
TAUBMAN CENTERS     TCO US       2,560.9         -       (510.5)
BOARDWALK REAL E    BEI-U CN     2,364.5         -        (64.6)
BOARDWALK REAL E    BOWFF US     2,364.5         -        (64.6)
CHOICE HOTELS       CHH US         390.2      (291.4)     (97.0)
SUN COMMUNITIES     SUI US       1,167.4         -       (123.0)
WEIGHT WATCHERS     WTW US       1,090.1      (344.4)    (693.5)
WR GRACE & CO       GRA US       4,053.3     1,257.7     (229.5)
TENNECO INC         TEN US       2,980.0       286.0      (47.0)
CABLEVISION SYS     CVC US       7,631.6         3.8   (6,183.6)
UNISYS CORP         UIS US       2,714.4       366.1   (1,080.1)
IPCS INC            IPCS US        559.2        72.1      (33.0)
MOODY'S CORP        MCO US       1,957.7      (134.2)    (491.9)
UAL CORP            UAUA US     20,134.0    (1,590.0)  (2,756.0)
CABLEVISION SYS     CVY GR       7,631.6         3.8   (6,183.6)
VECTOR GROUP LTD    VGR US         850.0       288.8      (19.6)
VENOCO INC          VQ US          709.1        14.1     (118.6)
DISH NETWORK-A      DISH US      9,031.0       608.6   (1,580.3)
HEALTHSOUTH CORP    HLS US       1,756.1       112.5     (429.9)
NATIONAL CINEMED    NCMI US        725.5        90.2     (381.7)
CHENIERE ENERGY     CQP US       1,769.5        37.3     (503.5)
OTELCO INC-IDS      OTT US         333.3        25.6       (1.2)
PROTECTION ONE      PONE US        562.9        (7.6)     (61.8)
OTELCO INC-IDS      OTT-U CN       333.3        25.6       (1.2)
ARVINMERITOR INC    ARM US       2,817.0       313.0     (909.0)
CARDTRONICS INC     CATM US        472.6       (25.3)      (2.1)
JUST ENERGY INCO    JE-U CN      1,780.6      (470.0)    (279.3)
DISH NETWORK-A      EOT GR       9,031.0       608.6   (1,580.3)
DOMINO'S PIZZA      DPZ US         418.6        88.0   (1,263.1)
THERAVANCE          THRX US        232.4       180.2     (126.0)
INCYTE CORP         INCY US        493.7       340.3     (104.8)
REGAL ENTERTAI-A    RGC US       2,575.0      (219.7)    (283.5)
UNITED RENTALS      URI US       3,574.0        24.0      (50.0)
TEAM HEALTH HOLD    TMH US         828.2        80.0      (37.8)
KNOLOGY INC         KNOL US        648.0        48.7      (13.5)
BOSTON PIZZA R-U    BPF-U CN       110.2         2.3     (117.7)
FORD MOTOR CO       F US       183,156.0   (23,512.0)  (3,541.0)
LIBBEY INC          LBY US         794.2       144.4      (11.7)
AFC ENTERPRISES     AFCE US        114.5        (0.2)      (4.0)
GRAHAM PACKAGING    GRM US       2,096.9       228.4     (612.2)
WORLD COLOR PRES    WC CN        2,641.5       479.2   (1,735.9)
INTERMUNE INC       ITMN US        161.4        84.7      (46.5)
REVLON INC-A        REV US         776.3        76.9   (1,011.8)
WORLD COLOR PRES    WCPSF US     2,641.5       479.2   (1,735.9)
WORLD COLOR PRES    WC/U CN      2,641.5       479.2   (1,735.9)
COMMERCIAL VEHIC    CVGI US        276.9       111.2      (10.4)
SUPERMEDIA INC      SPMD US      3,261.0       522.0      (22.0)
PETROALGAE INC      PALG US          6.1        (8.9)     (47.4)
US AIRWAYS GROUP    LCC US       8,131.0      (220.0)    (168.0)
SALLY BEAUTY HOL    SBH US       1,517.1       345.6     (523.9)
JAZZ PHARMACEUTI    JAZZ US         97.3       (24.2)     (16.3)
ALASKA COMM SYS     ALSK US        627.4        15.0      (11.3)
AMER AXLE & MFG     AXL US       2,027.7        31.7     (520.4)
BLUEKNIGHT ENERG    BKEP US        297.3      (431.2)    (149.9)
FORD MOTOR CO       F BB       183,156.0   (23,512.0)  (3,541.0)
RURAL/METRO CORP    RURL US        286.2        38.7     (100.9)
CENTENNIAL COMM     CYCL US      1,480.9       (52.1)    (925.9)
HALOZYME THERAPE    HALO US         51.5        38.3      (14.1)
LIONS GATE          LGF US       1,592.9      (783.4)      (1.6)
RSC HOLDINGS INC    RRR US       2,690.2      (120.0)     (33.8)
MORGANS HOTEL GR    MHGC US        774.4        50.5       (4.3)
SINCLAIR BROAD-A    SBGI US      1,539.8        52.1     (170.4)
NPS PHARM INC       NPSP US        193.8       129.0     (179.5)
MITEL NETWORKS C    MITL US        624.5       162.6      (48.1)
AMR CORP            AMR US      25,885.0    (2,015.0)  (3,930.0)
ACCO BRANDS CORP    ABD US       1,064.0       242.5     (125.6)
CENVEO INC          CVO US       1,553.4       199.9     (183.8)
IDENIX PHARM        IDIX US         77.2        38.1       (7.3)
QWEST COMMUNICAT    Q US        18,959.0      (424.0)  (1,241.0)
MANNKIND CORP       MNKD US        239.6        11.0     (137.7)
PDL BIOPHARMA IN    PDLI US        271.5       (66.5)    (434.9)
PALM INC            PALM US      1,007.2       141.7       (6.2)
ARQULE INC          ARQL US        118.5        53.9       (4.1)
PLAYBOY ENTERP-A    PLA/A US       189.0       (12.4)     (27.6)
VIRGIN MOBILE-A     VM US          307.4      (138.3)    (244.2)
PLAYBOY ENTERP-B    PLA US         189.0       (12.4)     (27.6)
CC MEDIA-A          CCMO US     17,286.8     1,240.8   (7,209.3)
GENCORP INC         GY US          963.4       140.3     (241.2)
WARNER MUSIC GRO    WMG US       3,655.0      (546.0)    (174.0)
CONSUMERS' WATER    CWI-U CN       887.2         3.2     (258.0)
LIN TV CORP-CL A    TVL US         783.5        28.7     (156.5)
GLG PARTNERS-UTS    GLG/U US       400.0       156.9     (285.6)
GLG PARTNERS INC    GLG US         400.0       156.9     (285.6)
SANDRIDGE ENERGY    SD US        3,128.7      (109.4)    (118.5)
EPICEPT CORP        EPCT SS         11.4         3.3      (10.2)
HOVNANIAN ENT-A     HOV US       1,909.8     1,264.2     (207.4)
ABSOLUTE SOFTWRE    ABT CN         124.3        (5.1)      (2.6)
EASTMAN KODAK       EK US        6,791.0     1,423.0     (208.0)
EXELIXIS INC        EXEL US        419.7        12.8     (214.7)
STEREOTAXIS INC     STXS US         50.9        (0.2)      (0.8)
GREAT ATLA & PAC    GAP US       2,677.1       (51.0)    (524.0)
MAGMA DESIGN AUT    LAVA US         74.6         9.6       (6.1)
ALEXZA PHARMACEU    ALXA US         71.3        21.0      (28.7)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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