TCR_Public/090915.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 15, 2009, Vol. 13, No. 256

                            Headlines

451 ORO DAM BLVD: Case Summary & 9 Largest Unsecured Creditors
ACCENT WINDOWS: Exits Chapter 11 Bankruptcy Protection
ACCREDITED HOME: Court Moves Back Exclusivity Dealine to Sept. 30
ADAK FISHERIES LLC: Case Summary & 20 Largest Unsecured Creditors
ADVENTRX: Intends Withdrawal From NYSE Amex Upon NASDAQ Listing

AMERICAN AIRLINES: Japan Air Stake May Give Access to China
AMERICAN CAPITAL: Forbearance Won't Affect Moody's 'B2' Rating
AMERICAN INT'L: CEO Mulls Plan to Sell Stakes Instead of Units
AMERICAN NATURAL ENERGY: Board OKs Options Grant Under 2001 Plan
ANTERRA ENERGY: Has Lender's Forbearance; Bags Alliance Investment

APF GROUP INC: Voluntary Chapter 11 Case Summary
ASARCO LLC: Further Modifies Plan to Add Hiked Sterlite Offer
ASARCO LLC: Correction to Errors in Schmidt Recommendation
ASARCO LLC: Objections to Judge Schmidt Recommendation
ASARCO LLC: Sterlite's Objections to Judge Schmidt Recommendation

BEAR STEARNS TRUST: DBRS Downgrades Class G Securities to 'BB'
BEDROCK INTERNATIONAL: Case Summary & 20 Largest Unsec. Creditors
BERNARD MADOFF: Court Favors Picard Claim-Determination Method
BLACK GAMING: Receives Default Notice from Wells Fargo Foothill
BNP PETROLEUM: Chapter 7 Conversion Hearing on Sept. 29

BROADCASTER INC: Restates Form 10-K for Fiscal Year Ended June 30
CAROLINA SHORES GOLF: Case Summary & 20 Largest Unsec. Creditors
CEREPLAST INC: Notes of Going Concern Doubt Due to Cash Needs
CHRYSLER LLC: NADA Inks Accord With Terminated Dealers Group
CLASSICSTAR LLC: Liquidator Sues Baker Law Firm to Disgorge Fees

COLONIAL BANCGROUP: S&P Downgrades Issue-Level Ratings to 'D's
CONCHO RESOURCES: Moody's Assigns 'B1' Corporate Family Rating
CONCORD STEEL: Files Chapter 11, Stamford Not Part of Filing
COYOTES HOCKEY: Court to Select Winning Bidder Sept. 21
COYOTES HOCKEY: Wayne Gretzky's Coaching Status in Limbo

CYNERGY DATA: Can Hire Kurtzman Carson as Claims & Noticing Agent
CYNERGY DATA: Proposes Pepper Hamilton as Delaware Counsel
CYNERGY DATA: U.S. Trustee Appoints Five-Member Creditors Panel
CYNERGY DATA: Wants to Hire Nixon Peabody as Bankruptcy Counsel
DAISY LANE DAIRY: Case Summary & 9 Largest Unsecured Creditors

DELTA AIR: Japan Air Stake May Give Access to China
DIAMOND INFORMATION: Illiquid, Has Cash Flow Deficit
DIXIE PELLETS LLC: Case Summary & 20 Largest Unsecured Creditors
DOT VN: Has Strategic Partnership with Elliptical Mobile
DOT VN: Has Strategic Partnership With Key-Systems

DOWNEY REGIONAL: Files for Chapter 11; Hospital Remains Open
EINSTEIN NOAH: Inks Consulting Agreement with Jill Sisson
ELYRIA FOUNDRY: Moody's Withdraws 'Caa2' Corporate Family Rating
ENERGY PARTNERS: Exit Financing Deadline Extended to Sept. 25
FELLOWSHIP SPINE: Case Summary & 20 Largest Unsecured Creditors

FRANKLIN INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
GARDEN WORLD: Case Summary & 20 Largest Unsecured Creditors
GENERAL GROWTH: Fashion Place's Schedules of Assets & Debts
GENERAL GROWTH: Fashion Place's Statement of Fin'l Affairs
GENERAL GROWTH: Stonestown Shopping's Schedules of Assets & Debts

GENERAL GROWTH: Stonestown Shopping's Statement of Fin'l Affairs
GEORGETOWN GOLF CLUB: Case Summary & 23 Largest Unsec. Creditors
GOERTZ + SCHIELE: Case Summary 20 Largest Unsecured Creditors
GIGOPTIX INC: Neg. Cash Flows May Affect Going Concern
GOTTSCHALKS INC: NKT to Acquire Somersville Anchor Store

GREENSHIFT CORP: Increases Number of Authorized Common Shares
HTG REAL: U.S. Trustee Sets Sec. 341(a) Meeting for September 21
HTG REAL: Wants Schedules Filing Extended Until September 16
INFOLOGIX INC: June 30 Balance Sheet Upside-Down by $28 Million
INVENTIV HEALTH: Moody's Gives Positive Outlook on 'B1' Rating

JACKS COMPANY LLC: Case Summary & 5 Largest Unsecured Creditors
JOAQUIN DEVELOPMENT LC: Case Summary & 6 Largest Unsec. Creditors
KOOSHAREM CORP: S&P Junks Corporate Credit Rating From 'B-'
LANDAMERICA FIN'L: LACS's Schedules of Assets & Liabilities
LANDAMERICA FIN'L: LACS's Statement of Financial Affairs

LEAR CORP: Files 1st Amended Joint Plan of Reorganization
LEHMAN BROTHERS: WTC, as Indenture Trustee, Files $48.8-Bil. Claim
LEHMAN BROTHERS: PwC Appeals U.K. Court Denial of Proposed Scheme
LEHMAN BROTHERS: A/P Asks for Ruling on Debtor-Led Foreclosure
LENNY DYKSTRA: Puts Baseball Memorabilia on Sale

LIFEMASTERS SUPPORTED: In Ch. 11 to Restructure CMS Liabilities
LOUISIANA FILM: Investor, Former Landlord Aid Authorities
LUNA INNOVATIONS: Loses Eight Gov't Pacts & 10 Engineers
LYONDELL CHEMICAL: Files Plan of Reorganization
MAGNA ENTERTAINMENT: OSC Dismisses Shareholders' Bid vs. MID

MCJUNKIN RED: Transmark Deal Won't Affect S&P's 'B+' Rating
MERISANT WORLDWIDE: Files Wayzata-Backed Chapter 11 Plan
MERRILL LYNCH: Judge Rejects BofA Settlement with SEC on Bonuses
MERY CORPORATION: Case Summary & 5 Largest Unsecured Creditors
MICHAEL LEWIS: Sentenced to Over 6 Yrs. in Prison Due to Fraud

MMC ENERGY: Independent Director Sued for Fraud and Extortion
MOLLY LLC: Case Summary & 10 Largest Unsecured Creditors
NEW SCHOONEBEEK DAIRY: Case Summary & 20 Largest Unsec. Creditors
NEWPAGE CORP: Inks Amendment to Goldman Sachs Credit Facility
NORTEL NETWORKS: Avaya's $915MM Wins Auction for Enterprise

NORTEL NETWORKS: Alteon Websystems' Statement of Financial Affairs
NORTEL NETWORKS: NN CALA's Ch. 11 Case Recognized by Ontario Court
NORTH AMERICAN: S&P Affirms 'BB' Rating on $545 Mil. Facilities
NOWAUTO GROUP: Seale and Beers Withdraws as Independent Auditors
NTK HOLDINGS: SpeakerCraft Won't Be Included in NTK Bankruptcy

ORBITZ WORLDWIDE: S&P Assigns 'CCC+' Rating on Senior Unsec. Debt
PATRIOT CAPITAL: Termination Event on Securitization Facility
PILGRIM'S PRIDE: Agreement to Resolve F&S Produce's PACA Claim
PILGRIM'S PRIDE: Court OKs to Pay Fees for $1.65BB Exit Financing
PILGRIM'S PRIDE: Presents Agreements With Labor Unions

PILGRIM'S PRIDE: Proposes to Set Up FY2009 Performance Bonus Plan
POWER EFFICIENCY: AP Finance Discloses 8.9% Equity Stake
QPC LASERS: Jack Ehrenhaus Appointed as Director and CEO
RAQUEL WOOLIN: Files for Chapter 11 Bankruptcy Protection
RARE RESTAURANTS: Moody's Withdraws 'Caa2' Corporate Family Rating

RATHGIBSON INC: S&P Withdraws 'D' Corporate Credit Rating
READER'S DIGEST: Has New Organization for U.S. Businesses
REFCO INC: Chapter 7 Trustee Professionals' Fee Applications
RUTH SORIAL: Case Summary & 5 Largest Unsecured Creditors
SAMSONITE STORES: Simon Property, 2 Others in Creditors Committee

SAMSONITE STORES: Court Approves Epiq as Claims and Noticing Agent
SAMSONITE STORES: Section 341(a) Meeting Scheduled for October 14
SEMGROUP LP: Canadian Creditors' Meeting Adjourned to October 8
SEMGROUP LP: CCAA Cases is Foreign Main Proceeding for SemCanada
SEMGROUP LP: Producers Committee Wants Chapter 11 Trustee

SEMGROUP LP: SemCAMS' Capital Expenditures Hiked to $47.5 Mil.
SEMGROUP LP: To Present Plan for Confirmation on October 26
SHUMATE INC: John Michial Shumate Files for Chapter 11 Bankruptcy
SOUTHERN RESORT: Foreclosure Auction Blocked by Ch. 11 Filing
STEVE SILVA: Case Summary & 16 Largest Unsecured Creditors

TANA SEYBERT LLC: Voluntary Chapter 11 Case Summary
TAYLOR BEAN: BofA Wants Servicing Rights Terminated
TARRAGON CORP: South Florida Community Center Exits Building
THE DYNAMIS GROUP LLC: Case Summary & 20 Largest Unsec. Creditors
THORNBURG MORTGAGE: U.S. Trustee Seeks to Probe Officials

TITAN SPECIALTIES: Liquidity Concerns Prompt S&P to Junk Ratings
TRIPLE CROWN: Files Ch. 11 With Plan to Give Control to Lenders
TROPICANA ENT: Court OKs OpCo's 3rd Amendment to DIP Facility
TROPICANA ENT: Icahn Gets NJCC Nod to Operate Atlantic City Casino
TROPICANA ENT: Las Vegas Entities Name New Management Team

VERMILLION INC: Shares Up After FDA's OK on OVA1 Test
VISTEON CORP: G. Adams Demands Probe on U.K. Practices
VISTEON CORP: Global Tech's Schedules of Assets & Debts
VISTEON CORP: Global Tech's Statement of Financial Affairs
VISTEON CORP: Has Court Nod to Use Cash Collateral Until Oct. 7

W/C IMPORTS: Files Chapter 11 to Sell Textile Business
WHITE ENERGY: Creditors and Lenders Agree on Chapter 11 Plan
WR GRACE: Environmental Liability at $149.2MM as of June 30
WR GRACE: Fireman's Wants Lift Stay to Reinstate Edwards Appeal
WR GRACE: Gloria Munoz Asks for Lift Stay to Pursue Claims

ZOO ENTERTAINMENT: Earns $2,000 in Three Months Ended June 30

* Bankruptcy Filings in Alberta Drop 15% in July

* Large Companies With Insolvent Balance Sheets

                            *********

451 ORO DAM BLVD: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 451 Oro Dam Blvd., LLC
        1450 El Camino Real
        Menlo Park, CA 94025

Bankruptcy Case No.: 09-32706

Chapter 11 Petition Date: September 11, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: David J. Lonich, Esq.
                  Law Offices of David J. Lonich
                  1600 Los Gamos Dr. #345
                  San Rafael, CA 94903
                  Tel: (415) 464-8140

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

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

According to the schedules, the Company has assets of at least
$7,908,680, and total debts of $5,387,375.

A full-text copy of the Debtor's petition, including a list of its
9 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/canb09-32706.pdf

The petition was signed by William Garlock.


ACCENT WINDOWS: Exits Chapter 11 Bankruptcy Protection
------------------------------------------------------
Denver Business Journal reports that Accent Windows, Inc., said
that it has emerged from Chapter 11 bankruptcy protection.

Citing officials, Business Journal relates that all of Accent
Windows' creditors will be repaid, and the Company has streamlined
its manufacturing process.

Westminster, Colorado-based custom window manufacturer Accent
Windows, Inc., filed for Chapter 11 bankruptcy protection on
November 4, 2008 (Bankr. D. Colo. Case No. 08-27561).  Aaron A.
Garber and Jeffrey S. Brinen, who both have an office in Denver,
assist the Company in its restructuring efforts.  The Company
listed $1,000,001 to $10,000,000 in debts, but didn't list the
amount of its assets.


ACCREDITED HOME: Court Moves Back Exclusivity Dealine to Sept. 30
-----------------------------------------------------------------
According to Bill Rochelle at Bloomberg, Accredited Home Lenders
Holding Co., the Bankruptcy Court signed a new order extending the
exclusive period to file a plan until September 30, 2009.  He says
that Accredite Home made a mistake and originally gave the
bankruptcy judge the wrong order granting the extension.  While
the Company wanted an Oct. 30 deadline, the official committee of
unsecured creditors formed in the case would only agree to
Sept. 30.

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for
$300 million in October 2007.  Lone Star also owns Bruno's
Supermarkets LLC and Bi-Lo LLC, two grocery retailers in
Chapter 11.

Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516).  Gregory G. Hesse,
Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at
Hunton & William LLP, represent the Debtors as counsel.  Laura
Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware
counsel.  Kurtzman Carson Consultants is the Debtors' claims
agent.  Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert
M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N.
Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the
official committee of unsecured creditors as co-counsel.  Neil R.
Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott
Greenleaf, represent the Committee as Delaware and conflicts
counsel.

According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from
$100 million to $500 million.


ADAK FISHERIES LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Adak Fisheries, LLC, an Alaska limited liability company
        800 E. Dimond Blvd., Suite 3-400
        Anchorage, AK 99515

Case No.: 09-00623

Chapter 11 Petition Date: September 11, 2009

Court: United States Bankruptcy Court
       Alaska (Anchorage)

Judge: Herbert A. Ross

Debtor's Counsel: Cabot C. Christianson, Esq.
            Christianson & Spraker
            911 W 8th Ave., Suite #201
            Anchorage, AK 99501
            Tel: (907) 258-6016
            Fax: (907)258-2026
            Email: ecf@cslawyers.net

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

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

The petition was signed by John Young, the company's president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Drevik International AS                               $3,820,885
Storgt. 4 PO Box 561
6001 Aalesund
Norway

Aleut Enterprises, LLC                                $1,316,472
510 L Street, #603
Anchorage, AK 99501

Muir Milach Mgmt, LLC                                 $401,875
PO Box 954
Mercer Island, WA 98040

B & N Fisheries Co.                                   $376,111
1959 NW Dock Place, #3000
Seattle, WA 98107

Lane Powell                                           $278,633
Attn: Cash Receipts
1420 Fifth Avenue, #4100
Seattle, WA 98101-2338

TDX Adak Generating, LLC                              $267,698
4300 B Street, # 402
Anchorage, AK 99503

Trident Seafoods                                      $255,311
5303 Shilshole Ave NW
Seattle, WA 98107-4000

IRS                                                   $231,000

Pentech                                               $218,733

State of Alaska                                       $147,700
Employment Security Division

Imporvenda                                            $124,693

Alaska Trojan Partnership                             $79,273

Alaska Natl. Ins. Co.                                 $79,064

Magone Marine Service, Inc.                           $73,368

Owego                                                 $67,103

Swetzof, Michael                                      $64,233

Coastal Transportation, Inc.                          $56,520

Redline Welding &                                     $55,830
Construction, LLC

Bankston Gronnig O'Hara                               $55,256

Toyota Motor Credit Corp.                             $50,391


ADVENTRX: Intends Withdrawal From NYSE Amex Upon NASDAQ Listing
---------------------------------------------------------------
ADVENTRX Pharmaceuticals, Inc., on September 14 said it intends to
voluntarily withdraw the listing of its common stock on the NYSE
Amex.  The Company has applied to list its common stock on The
NASDAQ Capital Market under the symbol "ADVX." ADVENTRX's
withdrawal from the NYSE Amex is conditioned on approval by The
NASDAQ Capital Market.  The final timing of the anticipated change
has not yet been determined.

"The NYSE Amex and its staff have been very helpful to this
Company over the years.  However, we believe a NASDAQ listing will
provide greater exposure of our common stock to investors, as it
places us in the same marketplace as a preponderance of life
science peer companies," said Brian M. Culley, Principal Executive
Officer of ADVENTRX.

Concurrent with its move to The NASDAQ Capital Market, ADVENTRX
will effect a reverse split of its outstanding common stock.

On June 1, 2009, ADVENTRX was notified by the NYSE Amex staff that
it was not in compliance with Section 1003(a)(ii) of the NYSE Amex
Company Guide with stockholders' equity of less than $4,000,000
and losses from continuing operations and net losses in three of
its four most recent fiscal years and Section 1003(a)(iii) of the
NYSE Amex Company Guide with stockholders' equity of less than
$6,000,000 and losses from continuing operations and net losses in
its five most recent fiscal years.  In order to maintain its
listing, ADVENTRX submitted a plan to NYSE Amex addressing how it
intended to regain compliance.  On July 31, 2009, the NYSE Amex
staff notified ADVENTRX of its determination that the plan made a
reasonable demonstration of ADVENTRX's ability to regain
compliance with the NYSE Amex's continued listing standards and
granted ADVENTRX an extension until December 1, 2010 for ADVENTRX
to regain compliance with these listing standards.

                  About ADVENTRX Pharmaceuticals

ADVENTRX Pharmaceuticals (NYSE Amex: ANX) -
http:/www.adventrx.com/ -- is a specialty pharmaceutical company
whose product candidates are designed to improve the safety of
existing cancer treatments.


AMERICAN AIRLINES: Japan Air Stake May Give Access to China
-----------------------------------------------------------
Chris Cooper at Bloomberg News reports that Delta Air Lines Inc.
or American Airlines may get improved access to China, Asia's
biggest air traffic market, if either U.S. carrier's plan to take
a stake in Japan Airlines Corp. or have a tie-up succeeds.
Bloomberg notes that a tie-up would give American or Delta more
access to Chinese cities as JAL has the widest network of flights
between China and Japan.

According to the report, Delta, which lacks a code-sharing
agreement with a Japanese carrier, sees an expanded Asian network
to compete with American, in the same Oneworld alliance as JAL,
and All Nippon Airways Co., a member of the Star Alliance group.

Japan Air, Bloomberg notes, needs more funding as it predicts a
fourth annual loss in five years amid the biggest passenger drop
since 2003.  The carrier, known as JAL, will present the outline
of a mid-term reorganization plan to a government panel in Tokyo
today, according to spokeswoman Sze Hunn Yap.

As reported by the TCR on Sept. 15, 2009, AMR Corp. and Delta Air
are reportedly in separate talks with Japan Airlines to forge an
expansive joint venture with the carrier.  The Wall Street Journal
said that American Airlines would also consider taking a minority
stake in JAL, although any such investment would likely be capped
at hundreds of millions of dollars.  Delta is also negotiating to
acquire a minority stake of around $300 million in JAL.  The
Journal relates that Delta wants JAL to join its rival SkyTeam
alliance.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

AMR Corp. reported a net loss of $390 million for the second
quarter of 2009, or $1.39 per share.  At June 30, 2009, the
Company had $24.1 billion in total assets; $8.2 billion in total
current liabilities, $8.3 billion in long- term debt, less current
maturities, $572 million in obligations under capital leases, less
current obligations, $6.8 billion in pension and postretirement
benefits, and $3.1 billion in other liabilities, deferred gains
and deferred credits; resulting in a $3.0 billion stockholders'
deficit.

Following the release of AMR's second quarter results, Standard &
Poor's Ratings Services placed its ratings, including the 'B-'
corporate credit ratings, on AMR Corp. and its American
Airlines Inc. subsidiary, on CreditWatch with negative
implications, due to concerns about revenue generation and
liquidity.

Fitch Ratings has affirmed issuer default rating of AMR Corp. and
its principal operating subsidiary American Airlines, Inc. at
'CCC'.


AMERICAN CAPITAL: Forbearance Won't Affect Moody's 'B2' Rating
--------------------------------------------------------------
Moody's Investors Service said that the notice of acceleration and
subsequent forbearance by American Capital Ltd.'s private debt
holders held no rating implications.  Additionally, $82 million of
the company's private notes were due on September 1, 2009 but were
included in the forbearance agreement on September 3, 2009.  The
company's apparent lack of timely payment of these notes did not
impact the company's rating (Moody's does not rate ACAS's private
notes).  ACAS is rated B2 with a negative outlook.

ACAS is currently in violation of financial covenants contained in
its public and private unsecured debt and revolving credit
facility that permit the holders of these obligations to
accelerate maturity.  Combined these obligations equal
approximately $2.3 billion.  Moody's does not believe the
acceleration and subsequent forbearance, or apparent non-payment
of the September 1, 2009 obligation, significantly increases the
likelihood ACAS will fail to complete a restructuring of its debt
obligations.  Also, even in the event of bankruptcy and an orderly
liquidation, Moody's would expect a high recovery for senior
lenders due to ACAS's current equity base and asset coverage of
its debt obligations.

However, Moody's does not expect a completed restructuring to
result in an increase to ACAS's rating.  Even with a completed
restructuring it is likely ACAS will remain below the Business
Development Company requirement to maintain a 200% asset coverage
ratio, its profitability will be significantly constrained by the
cost of its restructured debt, and its investment portfolio
quality will remain poor.

On August 28, 2009, ACAS received acceleration notices from the
holders of its approximately $400 million of private notes.  It
also entered into forbearance agreements with these holders on
September 3, 2009, essentially staying the maturity acceleration.
The forbearance can be terminated, and maturity acceleration can
occur, at the discretion of a majority of the private note
holders.  The forbearance will automatically terminate should ACAS
declare bankruptcy, other debt holders accelerate the maturity of
their obligations, or if collateral is provided to other unsecured
creditors.

Moody's believes this action was taken by the private note holders
to obtain make-whole payments, which will be added to their
outstanding principal, of approximately $22 million.  The holders
were not entitled to make-whole payments, or default rate
interest, prior to acceleration.  As consideration for
forbearance, ACAS also paid the note holders approximately
$10 million in accrued and unpaid interest due as of September 1,
2009, at the default interest.


AMERICAN INT'L: CEO Mulls Plan to Sell Stakes Instead of Units
--------------------------------------------------------------
American Internal Group CEO Robert Benmosche is considering
selling stakes in its business to pay out its debt to the
government, instead of the original plan of selling entire units,
Reuters reports.

Reuters says that the new strategy would let AIG reap significant
tax benefits.  Alex Vorro at Insurance Networking News relates
that selling more than 20% of a business could cost AIG the
ability to use losses to lessen future tax bills.

                    AIG Tries to Save ILFC

The Wall Street Journal relates that AIG needs to save its
airplane-finance company, International Lease Finance Corp.,
without hurting a core insurance business that has equity in the
unit and without infuriating taxpayers and Congress.   According
to The Journal, ILFC's $47 billion balance sheet holds some 1,000
aircraft and the unit used to piggyback off AIG's sterling credit
rating, which meant that it could issue debt at a low cost of just
4% to 5%, purchase aircraft and lease them at higher rates.
CreditSights reports that the credit crisis pushed ILFC's
borrowing costs up by almost three times, and a debt of about
$18 billion is coming due over the next three years, and about
$30 billion overall.  The Journal says that bond investors aren't
willing to re-up.

Citing people familiar with the matter, The Journal states that
ILFC, which produces a large chunk of annual cash flow and has the
explicit backing of AIG for 11 more months, is in a clear
liquidity crisis, with a shortfall of around $5 billion to
$6 billion.

The Journal quoted AIG spokesperson Christina Pretto as saying,
"AIG is working to pursue a business strategy that best positions
ILFC for the long term, provides ongoing benefit to ILFC's
customers and various stakeholders, and achieves enhanced value
for its portfolio."

According to The Journal, sources said that the Federal Reserve
and the Treasury could refinance tens of billions of ILFC debt at
below-market rates, but the two agencies have made it clear that
they don't want to pursue this path.

ILFC could be broken up, grouping its leases into different
portfolios, and skimming some of the best ones into separate
vehicles made available to investors, The Journal reports, citing
people familiar with the matter.  The sources, The Journal states,
said that AIG wants to sweeten one of the offerings by throwing in
ILFC CEO Steven Udvar-Hazy to attract fresh capital.

                 About American International

Based in New York, American International Group, Inc., is the
leading international insurance organization with operation in
more than 130 countries and jurisdictions.  AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer.  In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world.  AIG's 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.  On
September 16, 2008, the Federal Reserve Bank created an
$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG.  The credit facility was eventually
increased to as much as $182.5 billion.  AIG has sold a number of
its subsidiaries and other assets to pay down loans received, and
continues to seek buyers of its assets.

The Troubled Company Reporter reported on March 4, 2009, that
Moody's Investors Service confirmed the A3 senior unsecured debt
and Prime-1 short-term debt ratings of American International
Group.  AIG's subordinated debt rating has been downgraded to Ba2
from Baa1.  The rating outlook for AIG is negative.  This rating
action follows AIG's announcement of net losses of $62 billion for
the fourth quarter and $99 billion for the full year of 2008,
along with a revised restructuring plan supported by the U.S.
Treasury and the Federal Reserve.  This concludes a review for
possible downgrade that was initiated on September 15, 2008.


AMERICAN NATURAL ENERGY: Board OKs Options Grant Under 2001 Plan
----------------------------------------------------------------
American Natural Energy Corporation said its board of directors
has approved the grant of options to purchase up to 4.65 million
common shares pursuant to its 2001 Stock Incentive Plan.  The
options are exercisable at a price of US$0.07 per share and will
expire on September 8, 2014.  The grant included 3.2 million
shares to officers and directors.  The grant is subject to the
approval of the TSX Venture Exchange.

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

As of June 30, 2009, ANEC had total assets of $3,313,407 and total
liabilities of $23,467,408.

The Company has said it currently has a severe shortage of working
capital and funds to pay its liabilities.  The Company's
debentures in the amount of $10,825,000 which were due on
September 30, 2006, have been in default since that time.  As of
August 7, 2009, certain debentures have been re-purchased and the
remainder of the debentures has agreed upon repurchase terms.

As of June 30, 2009, interest in the amount of $2,815,000 on the
debentures had accrued and was unpaid when due.  The Company has
no current borrowing capacity with any lender.  The Company
incurred a net loss of $1,908,000 for the six months ended
June 30, 2009.  The Company has sustained substantial losses
during the years ended December 31, 2008, and December 31, 2007,
totaling roughly $61,000 and $3.2 million, respectively, and
has a working capital deficiency and an accumulated deficit at
June 30, 2009, which leads to substantial doubt concerning the
ability of the Company to meet its obligations as they come due.
The Company also has a need for substantial funds to develop its
oil and gas properties and repay borrowings as well as to meet its
other current liabilities.


ANTERRA ENERGY: Has Lender's Forbearance; Bags Alliance Investment
------------------------------------------------------------------
Anterra Energy Inc. on September 14 said it has signed an
Investment Agreement with Alliance Success Holding Group Limited
under which Alliance will invest, subject to the satisfaction of
certain conditions, up to $15 million in the Company.  Under the
terms of the Agreement, on October 6, 2009, Alliance will purchase
40,000,000 Class A Shares of Anterra for $0.075 per share for
gross proceeds of $3.0 million and on or before December 31, 2009,
Alliance will purchase a further 150,000,000 Class A Shares of
Anterra for $0.08 per share for gross proceeds of $12 million for
a total investment of $15 million.

The Transaction is subject to a number of conditions including
regulatory approval, the finalization of due diligence and
minority approval of the Anterra shareholders.  The Agreement sets
out the definitive terms and conditions of the Transaction,
including the condition that on or before September 30, 2009,
Alliance shall place a $500,000 deposit in trust with its Canadian
legal counsel subject to the closing of the First Investment.
Alliance also has the right, subject to regulatory approvals, to
appoint up to three directors to the board of directors of Anterra
which shall be comprised of seven directors, upon completion of
the First Investment.

The Company has also agreed to pay to Research Capital Inc. and
ISTDC Canada Inc. of Regina, Saskatchewan, Finder's Fees of 4.4%
cash of the total investment amount and 2,533,333 broker warrants.
The warrants have a term of two years and are exercisable into
Common Shares of Anterra at a price of $0.15 per share.  Alliance
is incorporated in Hong Kong and is an investment holding company
focused on developing resource assets including minerals, oil and
gas.

A special meeting of shareholders of Anterra has been scheduled
for October 6, 2009 at 10:00 a.m. (Calgary time) at the offices of
Macleod Dixon, to approve the Transaction and the resulting change
of control.  The record date for the meeting has been set at
September 4, 2009 and the Information Circular for the meeting was
mailed on Friday, September 11, 2009.

The Transaction reflects the interest in Anterra's Lower Shaunavon
resource project in southwest Saskatchewan and the long term
strategic value of this asset which the Company believes has been
substantially undervalued by the market.  Anterra's management
chose Alliance as a financial partner over other strategic
alternatives due to Alliance's financial strength and their
ability to source additional capital from Asia which will be
needed to accelerate the development of the Company's Lower
Shaunavon and Bakken projects.  The Calgary-based company said
that drilling on its 10,000 acre Lower Shaunavon project, which it
operates, will commence in the fourth quarter of 2009 with
development continuing through 2010. The Company also plans to
commence exploratory drilling on its Saskatchewan Bakken lands in
2010.

The Company also advises that it has entered into a Forbearance
Agreement with its principal lender.  Under the terms of the
Forbearance Agreement, the Company agreed to sell, refinance or
re-capitalize its operations by October 15, 2009, with the
intention that all long-term defaults will be eliminated by this
date and the loan will either be repaid in full or the Company
shall be re-financed.  Also, under the terms of the Forbearance
Agreement, the Company agreed to meet certain interim deadlines to
demonstrate its progress toward eliminating long-term defaults
within stated time frames.  In addition, effective August 1, 2009,
the Company agreed to a reduction of its revolving demand loan
facility to $5,250,000 and the Company's non-revolving acquisition
and development facility has been cancelled.  The interest rate on
the Company's operating loan has been increased to prime plus 2%
and a forbearance fee of $100,000 will be paid to the Bank at the
end of the forbearance period.

                       About Anterra Energy

Anterra Energy (TSX VENTURE:AE.A) (TSX VENTURE:AE.B) --
http://www.anterraenergy.com/-- is an independent exploration,
development and production company with an emerging focus on the
use of advanced exploration technologies including 3-D imaging,
horizontal drilling and multi-stage completions to systematically
develop its portfolio of conventional and non-conventional oil and
gas projects.  Complementing this strong exploitation and
development focus, the Company owns and operates fee-based
midstream facilities in western Canada.  Anterra is a public
Canadian company listed on the TSXV under the symbols AE.A and
AE.B.


APF GROUP INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: APF Group, Inc.
           dba APF Master Framemakers
           dba APF MUNN Master Framemakers
           dba Michael Thomas Framemakers
        60 Fullerton Avenue
        Yonkers, NY 10704

Case No.: 09-23696

Chapter 11 Petition Date: September 11, 2009

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

Judge: Robert D. Drain

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  Email: jsp@rattetlaw.com

                  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
                  Email: jcvek@rattetlaw.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.


ASARCO LLC: Further Modifies Plan to Add Hiked Sterlite Offer
-------------------------------------------------------------
ASARCO LLC delivered to the U.S. Bankruptcy Court for the
Southern District of Texas a modified version of its Sixth
Amended Plan of Reorganization on September 10, 2009.

The Sixth Amended Plan is further modified to reflect changes
from the latest purchase and sale of Sterlite (USA) Inc. for
ASARCO's assets, in consideration of Judge Richard S. Schmidt's
report and recommendation dated August 31, 2009, which favored
the plan of reorganization filed by Asarco Incorporated and
Americas Mining Corporation over the Debtors' Plan.

District Court Judge Andrew S. Hanen is expected to rule on the
Parent's Plan in November 2009.  The Debtors are expected to
emerge from bankruptcy by the end of 2009 should Judge Hanen
accept the Bankruptcy Court's recommendation, Grupo Mexico SAB de
C.V., AMC's ultimate parent, said.

Sterlite has further increased the total cash consideration it
commits to pay for the ASARCO LLC assets by $435 million, thus
raising its bid from $2.135 billion to $2.565 billion.  In July
2008, Sterlite originally offered $2.6 billion for ASARCO's
operating assets.  Sterlite withdrew that offer in October 2008,
citing reduced copper prices, among others.

Moreover, under the Modified Plan, Sterlite has agreed to
monetize the Class 4 Asbestos Trust SCC Litigation Trust
Interests for $215.4 million in cash, as part of Sterlite's total
cash consideration.  As a result, under the Modified Plan, the
Asbestos Trust will now receive:

    (a) $915.4 million cash;
    (b) interests in certain insurance-related assets;
    (c) 100% of the interests in Reorganized Covington;
    (d) $27.5 million for administrative expenses; and
    (e) 27% of the interests in the Liquidation Trust.

The Modified Plan also calls for the full cash payment of Allowed
Late-Filed Claims and Allowed Subordinated Claims, together with
postpetition interest, on the Plan Effective Date.

In a letter to the Court, Jack L. Kinzie, Esq., at Baker Botts
L.L.P., in Dallas, Texas, tells Judge Schmidt that in addition to
facilitating the enhanced treatment of the asbestos creditors,
the total cash from Sterlite will be more than sufficient to pay
in cash, in full, including postpetition interest and attorney's
fees, all claims in Classes 1, 2, 3, 5, 6 and 7, on the Plan
Effective Date, including the tax claims of the Parent if those
claims are ultimately allowed.  Nevertheless, he notes, Sterlite
USA remains obligated to fund any shortfall, which obligation is
guaranteed by Sterlite Industries (India) Ltd., in the unlikely
event that a shortfall was to exist, and by the same token, will
receive any surplus amounts back after all claims are fully paid.

Sterlite has waived its right to terminate the New Sterlite PSA
until the time a confirmation order with respect to the Parent's
Plan is entered by the District Court.  It has also irrevocably
waived the Debtor's compliance with certain covenants during this
period, including relief from the "no-shop" covenant, so that the
Debtor is unconstrained in its conversations with the Parent.
The Debtor's right to terminate the New Sterlite PSA and to draw
on the pertinent letters of credit, all subject to the requisite
Court approvals, remains in full effect.

In accordance with Section 1127 of the Bankruptcy Code, the
Debtors have modified their Sixth Amended Plan, and the New
Sterlite PSA upon which the Debtors' Plan is premised, to provide
for Sterlite's significantly increased proposed consideration and
for the enhanced treatment accorded to Class 4, Class 6, and
Class 7 creditors, Mr. Kinzie asserts.  Section 1127 provides
that a plan proponent may modify its plan at any time prior to
confirmation.

The improvements in the Modified Plan and the New Sterlite PSA
dispel any question whether the Debtors' Plan offers the higher
and better consideration to creditors, Mr. Kinzie says in his
letter.

"Competition has served the case well.  When the ASARCO case was
commenced, the Debtors had only approximately $4 million in cash
on hand and now, four years later, the distributions in the case,
irrespective of which plan is ultimately confirmed, may approach
or actually exceed $4 billion in cash," Mr. Kinzie tells Judge
Schmidt.

In connection with the Modified Plan, the Debtors also submitted
to the Court certain amended Plan Documents, which include:

  -- the Debtors' Glossary, Exhibit A-1 to the Disclosure
     Statement and Exhibit 19 to the Debtors' Plan;

  -- Amendment No. 8 to the New Plan Sponsor PSA and an
     associated waiver letter, which are supplements to Exhibit
     18 to the Debtors' Plan and Exhibit M to the Joint
     Disclosure Statement; and

  -- a Form of the SCC Litigation Trust Agreement, Exhibit 5 to
     the Debtors' Plan.

The Debtors also filed with the Court their Second Amended
Proposed Confirmation Findings of Fact and Conclusions of Law.

Clean and blacklined copies of the Sept. 10 Modified ASARCO LLC
Plan and the Amended Plan Documents are available for free at:

* http://bankrupt.com/misc/ASARCO_6thAmendedPlan_091009.pdf
* http://bankrupt.com/misc/ASARCO_6thPlan_091009_Blacklined.pdf
* http://bankrupt.com/misc/ASARCO_AmendedGlossary_091009.pdf
* http://bankrupt.com/misc/ASARCO_8thAmendedPSA_091009.pdf

                Court Asks ASARCO to Show Cause

Judge Schmidt notes that ASARCO's latest Modified Sixth Amended
Plan was filed 13 days after closing arguments were concluded,
and 10 days after he issued his Recommendation of the Parent's
Plan.

Accordingly, the Court finds that ASARCO should appear and show
cause why the Court should consider the Debtor's Modified Sixth
Amended Plan dated Sept. 10, 2009.  Hence, Judge Schmidt has set
a status hearing for Sept. 15, 2009, at 9:00 a.m.

                          Competing Plans

As reported by the TCR on Sept. 14, 2009, Sterlite Industries
(India) Ltd. topped rival Grupo Mexico's offer for ASARCO LLC by
almost 3% percent.  The offer was increased to $2.57 billion in
cash from $2.14 billion, Mumbai-based Sterlite said September 11
in a statement to the National Stock Exchange.  ASARCO LLC's
proposed plan is built upon a sale to Sterlite.  Grupo Mexico had
filed a rival plan that offered to pay $2.5 billion for ASARCO LLC
last month.

Judge Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas at the end of August recommended to
District Court Judge Andrew S. Hanen to confirm the Plan of
Reorganization proposed by Asarco Incorporated and Americas Mining
Corporation for ASARCO LLC and its debtor affiliates.

The Parent's Plan, valued at $3.6 billion, complies with all of
the requirements of the Bankruptcy Code and should be confirmed,"
Judge Schmidt said in his 137-page report and recommendation dated
August 31, 2009.  "Confirmation of the Debtors' Plan should be
denied," he added.  Both Plans are confirmable, Judge Schmidt said
in his ruling, but decided that the Parent Plan is superior.

Judge Schmidt's recommendation came after a two-week hearing on
the Plans of Reorganization filed by each of ASARCO LLC and Asarco
Inc. and AMC.  Judge Schmidt has also recommended that the
District Court issue all injunctions set forth in the Parent's
Plan.

Judge Hanen is expected to rule on the Plan in November 2009.

A full-text copy of Judge Schmidt's Recommendation is available
for free at:

   http://bankrupt.com/misc/ASARCO_Recommendation_083109.pdf

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Paul M.
Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq.,
at Reed Smith LLP give legal advice to the Official Committee of
Unsecured Creditors and David J. Beckman at FTI Consulting, Inc.,
gives financial advisory services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for Chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for Chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
Chapter 11 case.  On October 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on December 12, 2006.  (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

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


ASARCO LLC: Correction to Errors in Schmidt Recommendation
----------------------------------------------------------
On August 31, 2009, Judge Richard Schmidt of the U.S. Bankruptcy
Court for the Southern District of Texas recommended to District
Court Judge Andrew S. Hanen to confirm the Plan of Reorganization
proposed by Asarco Incorporated and Americas Mining Corporation
for ASARCO LLC and its debtor affiliates.

Judge Schmidt, through a sua sponte order, subsequently directed
the Parent in furtherance of the Recommendation to file certain
additional documents, including (i) the executed Escrow Agreement
governing the escrow account into which the Parent has deposited
83,710,000 shares of Southern Copper Corporation stock and cash
amounting to $500,000,000, (ii) proof that the $500 million was
deposited into the escrow account, and (iii) proof of the value
of the escrowed shares.

                Parent Complies with Court's Order

Accordingly, the Parent filed on August 31, 2009, the fully
executed Escrow Agreement, and in full compliance of the
Bankruptcy Court's Recommendation, subsequently filed these
documents:

  (1) Letter from Bank of New York Mellon as Escrow Agent,
      acknowledging the receipt of the cash in the amount of
      $500,000,000;

  (2) Initial Post-Recommendation Certification of the value of
      Southern Copper Corporation stock held in the escrow
      account;

  (3) The Second Amended Grupo Mexico Guarantee Agreement, which
      clarifies that Grupo Mexico not only consents to the
      jurisdiction of Courts in the Southern District of Texas
      but that the third party beneficiaries are empowered to
      enforce the guarantee, and incorporates certain other non-
      substantive, clarifying comments received from the ASARCO
      Committee and the Asbestos Representatives; and

  (4) The letter from Jorge Lazalde to Robert LaVenture and
      Manuel Armenta, dated September 3, 2009, reaffirming the
      Parent's offer to extend the Collective Bargaining
      Agreement with the Union for one year.

             Parent Seeks to Correct Recommendation

The Parent asks the Bankruptcy Court to correct certain clerical
matters and enter supplemental findings and conclusions pursuant
to the August 31, 2009 Recommendation and the Sua Sponte Order.

The request addresses certain items that warrant correction or
updating in the Recommendation, Charles A. Beckham, Jr., Esq., at
Haynes and Boone, LLP, in Houston, Texas, tells the Court.  He
notes that the request was drafted by the Parent based on input
sought and received from, and in consultation with, the Asbestos
Subsidiary Committee, the Asbestos Claimants Committee, the
Future Claims Representative, the ASARCO Committee, the U.S.
Department of Justice, and the city of El Paso as to the proposed
findings of fact and conclusions of law in the Recommendation
affecting their respective interests under the Parent's Plan.

"The Parent also requested comment from the Debtors, but has
received no response as of the date of this filing," Mr. Beckham
says.

The Parent asks the Bankruptcy Court to consider the proposed
modifications to the Recommendation suggested by the Interested
Parties.  Mr. Beckham assures the Court that the Interested
Parties believe the modifications merely address typographical
errors, certain factual omissions or inaccuracies, and certain
proposed supplemental findings that relate to:

  (1) updates to the Parent's Plan following the submission of
      its original proposed findings of fact and conclusions of
      law;

  (2) the Parent's compliance with the Court's Sua Sponte Order;
      and

  (3) the Court's approval of the Bankruptcy Rule 9019 Asbestos
      Claims Settlement embedded in the Parent's Plan.

                         *     *     *

After further review of the Report and Recommendation and upon
the suggestion of several interested parties, the Bankruptcy
Court amends its Report and Recommendation to correct typographic
and editing mistakes, to correct one factual error, and to
include updates to the Parent's Plan in compliance with the
Bankruptcy Court's Sua Sponte Order.  Judge Schmidt notes that
the amendment also includes a section recommending approval of an
asbestos settlement previously omitted.

                          Competing Plans

As reported by the TCR on Sept. 14, 2009, Sterlite Industries
(India) Ltd. topped rival Grupo Mexico's offer for ASARCO LLC by
almost 3% percent.  The offer was increased to $2.57 billion in
cash from $2.14 billion, Mumbai-based Sterlite said September 11
in a statement to the National Stock Exchange.  ASARCO LLC's
proposed plan is built upon a sale to Sterlite.  Grupo Mexico had
filed a rival plan that offered to pay $2.5 billion for ASARCO LLC
last month.

Judge Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas at the end of August recommended to
District Court Judge Andrew S. Hanen to confirm the Plan of
Reorganization proposed by Asarco Incorporated and Americas Mining
Corporation for ASARCO LLC and its debtor affiliates.

The Parent's Plan, valued at $3.6 billion, complies with all of
the requirements of the Bankruptcy Code and should be confirmed,"
Judge Schmidt said in his 137-page report and recommendation dated
August 31, 2009.  "Confirmation of the Debtors' Plan should be
denied," he added.  Both Plans are confirmable, Judge Schmidt said
in his ruling, but decided that the Parent Plan is superior.

Judge Schmidt's recommendation came after a two-week hearing on
the Plans of Reorganization filed by each of ASARCO LLC and Asarco
Inc. and AMC.  Judge Schmidt has also recommended that the
District Court issue all injunctions set forth in the Parent's
Plan.

Judge Hanen is expected to rule on the Plan in November 2009.

A full-text copy of Judge Schmidt's Recommendation is available
for free at:

   http://bankrupt.com/misc/ASARCO_Recommendation_083109.pdf

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Paul M.
Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq.,
at Reed Smith LLP give legal advice to the Official Committee of
Unsecured Creditors and David J. Beckman at FTI Consulting, Inc.,
gives financial advisory services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for Chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for Chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
Chapter 11 case.  On October 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on December 12, 2006.  (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

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


ASARCO LLC: Objections to Judge Schmidt Recommendation
------------------------------------------------------
Having reviewed the report and recommendation for entry of
findings of fact and conclusions of law on plan confirmation
issued by Judge Schmidt on August 31, 2009, favoring the plan
proposed by Asarco Incorporated and Americas Mining Corporation,
and having conferred with creditor constituents and Sterlite
(USA), Inc., the Debtors remain convinced that the interests of
the bankruptcy estates are best served by confirmation of the
Debtors' Plan, Jack L. Kinzie, Esq., at Baker Botts L.L.P., in
Dallas, Texas, tells the Court.

Mr. Kinzie contends that the Debtors' Plan offers consideration
equal to or better than the Parent's Plan with less risk.  He
argues that the Bankruptcy Court Recommendation rests on a
calculation that does not accurately compare the economic
benefits to creditors offered by the two Plans.  In any event, he
notes, the calculation has been negated by Sterlite's subsequent
announcement that it will increase the cash consideration
available to fund the Debtors' Plan, thereby insuring that
creditors' claims are paid in full, with postpetition interest,
in cash on the plan effective date.

"The Recommendation unduly discounts the overwhelming creditor
preferences for the Debtors' Plan, underestimates the potential
for labor strife if the Parent's Plan is confirmed while
overestimating the feasibility of that plan, and disregards the
Parent's improper conduct both pre- and post-petition," Mr.
Kinzie argues.

The Debtors, therefore, ask the Court to reconsider its
Recommendation and confirmation of the Debtors' Plan.

"In recommending confirmation of the Parent's Plan, the
Bankruptcy Court erroneously preferred the interests of equity
over the stated preferences of creditors.  General unsecured
creditors voted overwhelmingly to reject the Parent's Plan," Mr.
Kinzie contends.  He points out that the vast majority of voting
creditors, including the Estates' largest creditor, the United
States of America, preferred the Debtors' Plan over the Parent's
Plan.

Mr. Kinzie further asserts that, among other things, creditors
correctly viewed the Debtors' Plan as more feasible and less
risky than the Parent's Plan.  He maintain that the Bankruptcy
Court was misled into concluding that the Parent's bid is
significantly higher than the Sterlite bid because, as creditors
recognized, an accurate economic comparison of the two Plans does
not favor confirmation of the Parent's Plan.  He adds that
consummating the Parent's Plan will release the $8 billion
Southern Copper Corporation Judgment, without which the Debtor
undisputedly would be insolvent.

                 Creditors Committee's Statement

In a statement with respect to the Bankruptcy Court Plan
Recommendation, the Official Committee of Unsecured Creditors of
ASARCO LLC reminded Judge Schmidt that it has been active
throughout the proceedings in the Debtors' Chapter 11 cases and
has participated in all of the significant events in the cases
over the last four years.

During the Confirmation Hearing, the Creditors Committee withdrew
its objections to the Debtor's Plan and the Parent's Plan, and
announced to the Court that it believed that both the Debtor's
Plan and the Parent's Plan met the standards for confirmation,
relates Paul M. Singer, Esq., at Reed Smith LLP, in Pittsburgh,
Pennsylvania.  He adds that during the Confirmation Hearing, the
Creditors Committee indicated its preference for the Debtor's
Plan for reasons stated on the record before the Court.

Mr. Singer tells the Court that the Creditors Committee, as a
party-in-interest under Section 1109(b) of the Bankruptcy Code,
intends to participate in all proceedings before the Court in
relation to the Debtors' cases.

                          Competing Plans

As reported by the TCR on Sept. 14, 2009, Sterlite Industries
(India) Ltd. topped rival Grupo Mexico's offer for ASARCO LLC by
almost 3% percent.  The offer was increased to $2.57 billion in
cash from $2.14 billion, Mumbai-based Sterlite said September 11
in a statement to the National Stock Exchange.  ASARCO LLC's
proposed plan is built upon a sale to Sterlite.  Grupo Mexico had
filed a rival plan that offered to pay $2.5 billion for ASARCO LLC
last month.

Judge Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas at the end of August recommended to
District Court Judge Andrew S. Hanen to confirm the Plan of
Reorganization proposed by Asarco Incorporated and Americas Mining
Corporation for ASARCO LLC and its debtor affiliates.

The Parent's Plan, valued at $3.6 billion, complies with all of
the requirements of the Bankruptcy Code and should be confirmed,"
Judge Schmidt said in his 137-page report and recommendation dated
August 31, 2009.  "Confirmation of the Debtors' Plan should be
denied," he added.  Both Plans are confirmable, Judge Schmidt said
in his ruling, but decided that the Parent Plan is superior.

Judge Schmidt's recommendation came after a two-week hearing on
the Plans of Reorganization filed by each of ASARCO LLC and Asarco
Inc. and AMC.  Judge Schmidt has also recommended that the
District Court issue all injunctions set forth in the Parent's
Plan.

Judge Hanen is expected to rule on the Plan in November 2009.

A full-text copy of Judge Schmidt's Recommendation is available
for free at:

   http://bankrupt.com/misc/ASARCO_Recommendation_083109.pdf

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Paul M.
Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq.,
at Reed Smith LLP give legal advice to the Official Committee of
Unsecured Creditors and David J. Beckman at FTI Consulting, Inc.,
gives financial advisory services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for Chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for Chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
Chapter 11 case.  On October 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on December 12, 2006.  (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

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


ASARCO LLC: Sterlite's Objections to Judge Schmidt Recommendation
-----------------------------------------------------------------
Sterlite (USA), Inc., and Sterlite Industries (India) Ltd.
submitted to the U.S. District Court for the Southern District of
Texas (i) an objection and modification to the report and
recommendation for entry of findings of fact and conclusions of
law on plan confirmation entered by Judge Schmidt on August 31,
2009, and (ii) a description of certain material modifications to
their proposed plan of reorganization for ASARCO LLC and its
debtor affiliates.

Sterlite asserts that although there is much that the Bankruptcy
Court got right in the Recommendation, it also made clearly
erroneous determinations on these three dispositive points,
requiring that the District Court reject the Recommendation and
remand the matter for further proceedings consistent with the
correct determinations:

  (1) The Bankruptcy Court erred in determining that ASARCO
      Incorporated and Americas Mining Corporation "outbid"
      Sterlite and in concluding that the Parent's Plan was,
      thus, superior to the Debtors' original plan;

  (2) The Bankruptcy Court erred in applying Section 1129(c) of
      the Bankruptcy Code in a manner that disenfranchised
      creditors and completely disregarded their interests and
      their preferences; and

  (3) The Bankruptcy Court erred in concluding that the special
      successorship clause in the current collective bargaining
      agreement with the United Steel, Paper and Forestry,
      Rubber, Manufacturing, Energy, Allied Industrial and
      Service Workers International Union AFL-CIO does not
      prohibit confirmation of the Parent's Plan.

Representing Sterlite, Alfredo R. Perez, Esq., at Weil Gotshal &
Manges LLP, in Houston, Texas, contends that the Plan Sponsor had
proposed a "full payment" plan and credibly committed to provide
any and all cash necessary to ensure that all payments to
creditors would be made under the terms of the Debtors' original
plan.  He notes that under the Debtors' Plan, certain creditors,
like the asbestos creditors and certain subordinated creditors,
were to receive a mix of cash and non-cash consideration, and the
value of the consideration that would have been provided would
have been equal to or superior to that provided under the
Parent's Plan.

Furthermore, Mr. Perez points out, the relative estimated cash
contributions of the competing plan proponents were not the sole
components of, or the sole bases for comparison of, the payments
to be received by creditors under the competing plans.
Unfortunately, he says, the Bankruptcy Court misapprehended these
fundamental points and thus, erred in determining that Sterlite
was "outbid" by the Parent.

"It appears from a reading of the Recommendation that a principal
source of the error . . . was the distribution of SCC Litigation
Trust Interests to Classes 4, 6, and 7," Mr. Perez contends.
"The Bankruptcy Court did not ascribe appropriate value to such
SCC Litigation Trust Interests and concluded that the Parent's
Plan, which provided for the payment of cash and a secured note
to Class 4 and cash to Classes 6 and 7, was a higher bid than the
bid under the Debtors' original plan," he elaborates.

To eliminate the issue of valuation of the SCC Litigation Trust
Interests and to leave absolutely no doubt that the Debtors have
proposed the superior plan of reorganization, Mr. Perez tells the
District Court that the Debtors have now further modified their
plan, on the basis of a substantially improved offer from
Sterlite.  He points out that the new modified plan makes clear
that all allowed claims will be paid, in full, in cash on the
plan effective date.

Sterlite India has also committed to provide Sterlite with a new
$200 million working capital facility to further ensure the
successful reorganization of the Debtors' businesses going
forward, Mr. Perez reveals.

"The Sterlite bid is now unquestionably the superior bid, because
in addition to ensuring the payment in full of all creditors, it
continues to provide several other forms of objectively superior
treatment to many creditors," Mr. Perez asserts.  He contends
that the Modified Plan provides superior treatment to the federal
government, because of the tax implications of the plan, and it
provides superior treatment to employees and retirees because of
the promise of a highly favorable labor agreement, among other
advantages.  He also notes that the Debtors' key constituents
have expressed support for the Debtors' Plan.

Only the Parent and its affiliates prefer the Parent's Plan, and
they are guided by the same indifference to the interests of
their creditors that motivated them to file the bankruptcy cases
four years ago after fraudulently removing the most valuable
assets from ASARCO LLC's bankruptcy estate, Mr. Perez reminds the
District Court.

In light of the clear errors in the Recommendation, Sterlite USA
and Sterlite India urge that the District Court direct the
Bankruptcy Court to propose alternative findings of fact and
conclusions of law supporting confirmation of the Debtors' Plan,
and that the District Court remand the case for those findings
consistent with the ruling.

Sterlite also filed an amended objection to correct certain
typographical errors, including corrections on Class numbers.

                          Competing Plans

As reported by the TCR on Sept. 14, 2009, Sterlite Industries
(India) Ltd. topped rival Grupo Mexico's offer for ASARCO LLC by
almost 3% percent.  The offer was increased to $2.57 billion in
cash from $2.14 billion, Mumbai-based Sterlite said September 11
in a statement to the National Stock Exchange.  ASARCO LLC's
proposed plan is built upon a sale to Sterlite.  Grupo Mexico had
filed a rival plan that offered to pay $2.5 billion for ASARCO LLC
last month.

Judge Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas at the end of August recommended to
District Court Judge Andrew S. Hanen to confirm the Plan of
Reorganization proposed by Asarco Incorporated and Americas Mining
Corporation for ASARCO LLC and its debtor affiliates.

The Parent's Plan, valued at $3.6 billion, complies with all of
the requirements of the Bankruptcy Code and should be confirmed,"
Judge Schmidt said in his 137-page report and recommendation dated
August 31, 2009.  "Confirmation of the Debtors' Plan should be
denied," he added.  Both Plans are confirmable, Judge Schmidt said
in his ruling, but decided that the Parent Plan is superior.

Judge Schmidt's recommendation came after a two-week hearing on
the Plans of Reorganization filed by each of ASARCO LLC and Asarco
Inc. and AMC.  Judge Schmidt has also recommended that the
District Court issue all injunctions set forth in the Parent's
Plan.

Judge Hanen is expected to rule on the Plan in November 2009.

A full-text copy of Judge Schmidt's Recommendation is available
for free at:

   http://bankrupt.com/misc/ASARCO_Recommendation_083109.pdf

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Paul M.
Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq.,
at Reed Smith LLP give legal advice to the Official Committee of
Unsecured Creditors and David J. Beckman at FTI Consulting, Inc.,
gives financial advisory services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for Chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for Chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
Chapter 11 case.  On October 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on December 12, 2006.  (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

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


BEAR STEARNS TRUST: DBRS Downgrades Class G Securities to 'BB'
--------------------------------------------------------------
DBRS has confirmed Classes A-1 through AM-A, including notional
classes X-1 and X-2 at 'AAA' with stable trends.  With the
exception of the GGP Portfolio (Prospectus ID#2), the remaining
three shadow ratings have also been confirmed.

In addition, DBRS downgraded 17 classes, Classes AJ through Q,
based on the following: the most recent annual net cash flows have
declined for approximately 51% of the pool, based on balance from
DBRS' NCFs at issuance, the high percent of loans in special
servicing and the percentage of loans on the DBRS' HotList.
Losses from seven loans in special servicing are currently
projected to wipe out unrated Class S and erode a portion of Class
Q.  Additionally, the credit enhancement to the lower rated
classes is low, and as a result of the significant decline in
overall performance for many of the underlying loans, the required
credit enhancement at these lower rating categories has increased.
Also, because DBRS expects further cash flow decline in 2009, the
trend remains Negative for Classes K through Q.

The majority of DBRS' anticipated losses are associated with
Prospectus ID#5 (RRI Hotel Portfolio).  This loan is secured by 79
Red Roof Inn (RRI) hotels (9,423 rooms) across 24 states.  As with
many lodging properties, RRI performance has declined.  The YE2007
financial performance was not reported; however, YE2008 RevPAR
dropped to $36.51 from $37.64 at issuance, and year-to-date, as of
June 30, 2009, further plummeted to $29.00. DSCR fell to 1.17x,
per YE2008 reporting, and 0.86x, as of June 20, 2009, compared to
1.33x, at issuance.  The loan transferred effective June 8, 2009,
due to payment default, as well as the borrower's indication that
it is unwilling and unable to remit future payments.  The loan is
a pari-passu piece of a $465 million loan.  The DBRS liquidation
scenario assumes significant losses on this loan.

DBRS CMBS methodology assumes a mean reverting capitalization rate
applied to all loans and therefore the current market's property
value deterioration was already accounted for within the DBRS
ratings at issuance.  As a result, the downgrades are more related
to the loan specific increased probability of default, caused by a
deterioration of cash flow, for many loans within the transaction,
as compared to property value declines.

The pool is heavily concentrated by loans secured by retail and
hotel properties, each sector showing signs of stress in the
current economic environment.  As such, the DBRS Hotlist is
concentrated in these property types.  There are 17 loans (14.3%
of the transaction's outstanding balance) found on the DBRS
HotList.

As part of its review, DBRS analyzed the three shadow-rated loans,
the servicer's watchlist, the specially serviced loans, and the
remaining top ten loans, which comprise approximately 64% of the
current pool balance.

The ratings actions on the Bear Stearns Commercial Mortgage
Securities Trust 2007-PWR18, includes:

-- Class A-1, confirmed at AAA, stable trend;
-- Class A-1A, confirmed at AAA, stable trend;
-- Class A-2, confirmed at AAA, stable trend;
-- Class A-3, confirmed at AAA, stable trend;
-- Class A-4, confirmed at AAA, stable trend;
-- Class A-AB, confirmed at AAA, stable trend;
-- Class A-M, confirmed at AAA, stable trend;
-- Class AM-A, confirmed at AAA, stable trend;
-- Class X-1, confirmed at AAA, stable trend;
-- Class X-1, confirmed at AAA, stable trend;
-- Class X-2, confirmed at AAA, stable trend;
-- Class A-J, downgraded to A, stable trend;
-- Class AJ-A, downgraded to A;
-- Class B, downgraded to A (low), stable trend;
-- Class C, downgraded to BBB (high), stable trend;
-- Class D, downgraded to BBB, stable trend;
-- Class E, downgraded to BBB, stable trend;
-- Class F, downgraded to BBB (low), stable trend;
-- Class G, downgraded to BB, stable trend;
-- Class H, downgraded to B (high), stable trend;
-- Class J, downgraded to B, stable trend;
-- Class K, downgraded to B (low), negative trend;
-- Class L, downgraded to CCC, negative trend;
-- Class M, downgraded to CCC, negative trend;
-- Class N, downgraded to CCC, negative trend;
-- Class O, downgraded to CCC, negative trend;
-- Class P, downgraded to CCC, negative trend;
-- Class Q, downgraded to CCC, negative trend.


BEDROCK INTERNATIONAL: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Bedrock International, LLC
        9929 Lackman Road
        Lenexa, KS 66219

Case No.: 09-22988

Type of Business: The Debtor operates a granite and marble natural
retail business.

Chapter 11 Petition Date: September 11, 2009

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Dale L. Somers

Debtor's Counsel: Jeffrey A. Deines, Esq.
            Lentz Clark Deines PA
            9260 Glenwood
            Overland Park, KS 66212
            Tel: (913) 648-0600
            Fax: (913) 648-0664
            Email: jdeines@lcdlaw.com

                  Carl R. Clark, Esq.
                  Lentz Clark Deines PA
            9260 Glenwood
            Overland Park, KS 66212
            Tel: (913) 648-0600
            Fax: (913) 648-0664

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

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

The petition was signed by Byron L. Dougherty, the company's
president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Andrade S/A Marmores E Granito                        $742,812
Rua 1, Quadra 1
Serra, ES 29168-020 Brazil

Artisan Manufacturing Corp.                           $122,531

Balaji International, Inc.                            $95,507

Bundles SRL                                           $86,740

Fuji Marmores E Granitos                              $145,458

General Noli                                          $229,162

Granitez S.P.A.                                       $83,590

Levantina De Granitos                                 $118,422
Brazil

Levantina De Granitos                                 $126,933
Spain

Magnitos Magnago Granitos Ltda                        $159,671

Marmi Graniti Favorita S.P.A.                         $318,964

Marmi Sava S.R.L.                                     $147,133

Mineracao Guidoni                                     $254,404
Rodovia Do Caf‚
S/N KM 48 - Zona Rural
Sao Domingos Do Nort
29745 Brazil

Monocibec (Fincibec S.P.A.)                           $135,282

Nova Aurora Granitos LTDA                             $218,470

Sunflower Stone/                                      $509,222
Decolores Cremar
3333 Lee Pkwy, Suite 600
Dallas, TX 75219

Vickers Industrial Co Ltd                             $382,640
#25 Mei Kong 87th St.
Hualien, TW CHINA

Vitoria Stone Industria                               $127,283

Wingstone S.P.A.                                      $230,090

Zucchi Granite USA, Inc.                              $130,548


BERNARD MADOFF: Court Favors Picard Claim-Determination Method
--------------------------------------------------------------
U.S. Bankruptcy Judge Burton R. Lifland favored a request by
Irving Picard, the trustee liquidating Bernard L. Madoff
Investment Securities Inc. and Bernard Madoff, for a procedure for
first determining the methodology to be used later in fixing the
amount of creditors' claims.

In last week's ruling, Judge Lifland barred an individual customer
from filing a lawsuit to determine the proper amount of its claim.
He said that allowing a group of claimants to proceed with a
lawsuit to determine the "net equity issue" that will apply to all
customer claims will yield an incomplete record that might result
in piecemeal litigation on this issue.  Instead, customers must
adhere to the claims-determination procedure set up by the
Bankruptcy Court early in the case, and modified by Mr. Picard.

"With more than 15,000 claims filed in the Madoff proceeding and
multi-billions of dollars at stake, the issue of how the Trustee
determines claimants' 'net equity' for distribution purposes is a
central question to be determined in this SIPA liquidation," Judge
Lifland said.

A copy of the Decision is available for free at:

     http://bankrupt.com/misc/Madoff_ClaimsSkedDecision

As reported by the TCR on Aug. 31, 2009, Mr. Picard asked the U.S.
Bankruptcy Court for the Southern District of New York to enter a
scheduling order to resolve the "net equity" issue in computing
for investors' allowed claims.

Under the Securities Investor Protection Act of 1970, 15 U.S.C.
Sec. 78aaa et seq., Mr. Picard is responsible for recovering and
distributing customer property to BLMIS's customers, assessing
claims, and liquidating any other assets of the firm for the
benefit of the estate and its creditors.  The statutory framework
for the satisfaction of Customer Claims in a SIPA liquidation
proceeding provides that customers share pro rata in customer
property to the extent of their Net Equity (as defined in Section
78lll(11) of SIPA, 15 U.S.C. Sec. 78lll(11)), and to the extent
that a customer's Net Equity exceeds his or her ratable share of
customer property, the Securities Investor Protection Corporation
will advance funds to the SIPA trustee up to $500,000 for
securities for that customer.

Certain claimants disagree with Mr. Picard as to the construction
of the term Net Equity and how that term should be applied to
determine the amount of the valid Customer Claim of each claimant.

It is the Trustee's position that for purposes of determining
customer claims, each BLMIS customer's Net Equity will be
determined by crediting the amount of cash deposited by the
customer into his BLMIS account, less any amounts already
withdrawn by him from his BLMIS customer account -- cash in/cash
out approach.

Various claimants have asserted that Net Equity should be
determined on the basis of each claimant's balance as shown on
their November 30, 2008 account statement provided by BLMIS or,
alternatively, that the calculation should reflect the time value
of money deposited by each claimant and/or interest, unjust
enrichment or other factors.

Furthermore, two adversary proceedings were filed challenging the
Trustee's definition of "net equity": Less, et al. v. Picard, Adv.
Pro. No. 09 CV 1265 (Bankr. S.D.N.Y.) (BRL) (seeking class action
relief); and Peskin, et al. v. Picard, Adv. Pro. No. 09 CV 1272
(Bankr. S.D.N.Y.) (BRL).

In furtherance of the requirement under the Court's prior order
that the Trustee obtain and notify an objecting party of a hearing
on an objection, the purpose of this proposed scheduling order is
to establish an orderly procedure for this Court to resolve
objections involving the proper determination of Net Equity.  The
Trustee proposed this schedule:

   A. On or before October 16, 2009, the Trustee will file
      motion(s) to affirm certain customer claims determinations
      as to which objections have been filed, specifically with
      regard to the Trustee's Net Equity determinations.

   B. In accordance with the Claims Procedures Order, the
      Motion(s) will identify those claimants who have filed
      objections to his determination of their customer claims for
      which he intends to schedule a hearing on the Net Equity
      issue.

   C. In support of the Motion(s), the Trustee shall file a
      memorandum of law and supporting papers setting forth the
      factual and legal bases for the Trustee's construction of
      the term Net Equity on the same date.

   D. SIPC will file any brief with reference to the Motion(s) on
      or before October 16, 2009.

   E. The Objecting Claimants will file their responses to the
      Motion(s) on or before November 13, 2009.

   F. Any Interested Parties who wish to file a brief in
      opposition to the Trustee's Motion(s) will file their briefs
      on or before November 13, 2009.

   G. Any Interested Parties who wish to file a brief in support
      of the Trustee's Motion(s) will file their briefs on or
      before December 11, 2009.

   H. To the extent that Interested Parties who filed briefs in
      raise issues, factual or legal, that have not been
      previously raised, Interested Parties who filed a brief in
      opposition to the Trustee's Motion(s) may file a reply brief
      addressing the issues on or before December 21, 2009.

   I. The Trustee and SIPC will file any reply papers on or
      Before January 15, 2010.

   J. The Court will hold a hearing on the Motion on February 2,
      2010, at 10:00 a.m., or such other time as the Court
      determines.

The Trustee's proposed procedures have been disseminated in
advance of filing to three law firms, each of which has
demonstrated an interest in the litigation of this issue: (a) Lax
& Neville, LLP, (b) Milberg LLP, and (c) Phillips Nizer LLP

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC was a market maker in
U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks.  The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties.  It also performed clearing and
settlement services.  Clients included brokerages, banks, and
other financial institutions.  In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

As reported by the Troubled Company Reporter on December 15, 2008,
the Securities and Exchange Commission charged Mr. Madoff and his
investment firm with securities fraud for a multi-billion dollar
Ponzi scheme that he perpetrated on advisory clients of his firm.
The estimated losses from Mr. Madoff's fraud were allegedly at
least US$50 billion.

Also 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.  Irving H. Picard, Esq., was appointed as trustee for
the liquidation of BLMIS, and Baker & Hostetler LLP was appointed
as counsel.

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.


BLACK GAMING: Receives Default Notice from Wells Fargo Foothill
---------------------------------------------------------------
Black Gaming, LLC, together with its direct and indirect wholly
owned subsidiaries, on September 3, 2009, received a Notice of
Default, Imposition of Default Rate of Interest, and Reservation
of Rights letter from Wells Fargo Foothill, Inc., with respect to
that certain credit agreement, dated as of December 20, 2004, as
amended, by and among the lenders, Wells Fargo Foothill, as the
arranger and administrative agent for the Lenders, and the
Company.

The Notice states that events of default exist under the Credit
Agreement as a result of:

     -- the Company's failure to achieve EBITDA in the amounts
        required by the Credit Agreement;

     -- the Company's failure to pay the Overadvance (as defined
        in the Credit Agreement) amount existing on September 30,
        2008;

     -- the Company's failure to comply with certain
        representations and warranties in the Credit Agreement;

     -- the Company's suspension of operations at its Oasis Resort
        and Casino;

     -- the Company's failure to make the scheduled interest
        payments due on January 15, 2009, and July 15, 2009, under
        the Company's 9.0% Senior Secured Notes;

     -- the Company's failure to make the scheduled interest
        payment due on July 15, 2009, under the Company's 12-3/4%
        Senior Subordinated Notes; and

     -- the Company's failure to obtain control agreements for
        deposit accounts established and maintained by the
        Company.

The Notice further states that as a result of the events of
default, the Lender Group has elected to increase the applicable
rate of interest under the Credit Agreement to the default rate,
which is 2% above the per annum rate otherwise applicable under
the Credit Agreement, retroactive to March 9, 2009. The
retroactive default interest amounts to approximately $150,000
through August 31, 2009.  The Notice further states that the
Lender Group is under no further obligation to extend further
credit under the Credit Agreement, is continuing to evaluate its
response to the events of default, and reserved all of its rights
and remedies under the Credit Agreement.

At this time, the Lender Group has not elected to accelerate the
indebtedness under the Credit Agreement.

As reported in the Company's Form 10-Q filed on August 14, 2009,
the Credit Agreement is substantially fully drawn, with
approximately $14.8 million outstanding, and the Company and Wells
Fargo Foothill have been in discussions regarding the effects of
the events of default under the Credit Agreement.

As of June 30, 2009, the Company had total assets of $148,280,000
and total liabilities of $233,532,000, resulting in members'
deficit of $85,252,000.

Black Gaming, LLC, is engaged in the hotel casino industry in
Mesquite, Nevada.  Its wholly owned subsidiaries are B & B B, Inc.
(doing business as Virgin River Hotel/Casino/Bingo) and Virgin
River Casino Corporation and its wholly owned subsidiaries R.
Black, Inc., and RBG, LLC (doing business as CasaBlanca
Resort/Casino/Golf/Spa) and its wholly owned subsidiary CasaBlanca
Resorts, LLC (doing business as Oasis Resort & Casino) and its
wholly owned subsidiaries Oasis Interval Ownership, LLC, Oasis
Interval Management, LLC and Oasis Recreational Properties, Inc.


BNP PETROLEUM: Chapter 7 Conversion Hearing on Sept. 29
-------------------------------------------------------
Denise Malan at Corpus Christi Caller-Times reports that U.S.
Bankruptcy Judge Richard Schmidt has set a hearing for September
29 on the possible conversion of the BNP Petroleum's Chapter 11
reorganization case to Chapter 7 liquidation.

According to Caller-Times, one of BNP Petroleum's units could be
consolidated into the Company to help pay its debt.

BNP Petroleum operates natural gas wells on the Padre Island
National Seashore and in other locations.  The Company is in
Chapter 11 bankruptcy.  Three creditors tried to force BNP into
Chapter 7 bankruptcy in April 2009, but the case was converted to
Chapter 11 in August 2009.

As reported by the TCR on September 3, 2009, BNP Petroleum's
investors agreed with creditors to liquidate the Company if the
two parties fail to settle their dispute.


BROADCASTER INC: Restates Form 10-K for Fiscal Year Ended June 30
-----------------------------------------------------------------
Broadcaster Inc. filed with the Securities and Exchange Commission
an Amendment No. 1 on its annual report on Form 10-K for the year
ended June 30, 2008, which was filed with the SEC on Oct. 17,
2008.

The Form 10-K/A contains restatements to controls and procedures
of the original filing.  The amendment does not reflect events
occurring after the original filing and speaks only as of the date
of the original filing.

A full-text copy of the Company's Form 10-K/A is available for
free at http://ResearchArchives.com/t/s?4499

A full-text copy of the Company's original 10-K is available for
free at http://ResearchArchives.com/t/s?347a

Broadcaster, Inc., is a Delaware corporation primarily engaged in
two new lines of business, the game development business and the
telecommunications business.  Until recently, the company was
solely engaged in the operation of a Social Video Network over the
Internet, which business has been discontinued.  All of its
revenues derived during the fiscal year ended June 30, 2008, was
derived from its discontinued operations as an Internet-based
business which included the operation of a Social Video Network
over the Internet through its wholly owned subsidiary, Broadcaster
Interactive Group, Inc., and an Internet based business which
provided entertainment content and old television shows and other
media through its other subsidiary, Access Media.

                        Going Concern Doubt

Choi, Kim & Park LLP of Los Angeles, California, expressed
substantial doubt about Broadcaster, Inc.'s ability to continue as
a going concern after auditing the Company's financial statements
for the fiscal years ended June 30, 2008, and 2007. The auditor
noted the company's significant operating losses and working
capital deficit raise.


CAROLINA SHORES GOLF: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Carolina Shores Golf & Country Club, LLC
        99 Carolina Shores Drive
        Carolina Shores, NC 28467

Bankruptcy Case No.: 09-07764

Chapter 11 Petition Date: September 8, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: David J. Haidt, Esq.
                  Ayers, Haidt & Trabucco, P.A.
                  PO Box 1544
                  New Bern, NC 28563
                  Tel: (252) 638-2955
                  Fax: (252) 638-3293
                  Email: davidhaidt@embarqmail.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 is
available for free at:

             http://bankrupt.com/misc/nceb09-07764.pdf

The petition was signed by James Michael Matheny, owner/manager of
the Company.


CEREPLAST INC: Notes of Going Concern Doubt Due to Cash Needs
-------------------------------------------------------------
Cereplast, Inc., posted a net loss of $1,049,237 for three months
ended June 30, 2009, compared with a net loss of $3,181,366 for
the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $3,242,792 compared with a net loss of $7,025,775 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $7,223,533, total liabilities of $2,983,829 and a stockholders'
equity of $4,239,704.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that it
incurred net losses for the six months ended June 30, 2009, and
for the year ended Dec. 31, 2008, and has an accumulated deficit
of $32,614,812 as of June 30, 2009.  Based on its operating plan,
its existing working capital will not be sufficient to meet the
cash requirements to fund its planned operating expenses, capital
expenditures and working capital requirements through Dec. 31,
2009, without additional sources of cash.

If the Company cannot obtain sufficient additional financing in
the short-term, it may be forced to file for bankruptcy or cease
operations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?44af

Cereplast, Inc. (OTC:CERP) is engaged in developing and
commercializing bio-based resins.  The Company develops and
commercializes new bio-based resins through two complementary
product families: Cereplast Compostables resins, and Cereplast
Hybrid Resins.


CHRYSLER LLC: NADA Inks Accord With Terminated Dealers Group
------------------------------------------------------------
The National Automobile Dealers Association and a committee of
dealers terminated by Chrysler and General Motors Corp. reached an
agreement on a recommended process for reinstating dealers,
according to report by Automotive News.

The agreement calls for the automakers to disclose the criteria
they used in choosing dealerships for termination.  If the
automakers agree to the recommendation, any dealers wrongly
terminated based on those criteria would be reinstated
automatically.  Dealers not restored after that process could
appeal to an arbitration panel, consisting of a representative
from the automaker and the dealer, and a third member agreed to by
the parties, the report said.

GM spokesman Pete Ternes said the automaker has already agreed to
offer wound-down dealers the chance to offer a proposal if GM is
seeking to open a new point.  He said, however, that the automaker
has not agreed to offer dealers right of first refusal for re-
entering a market, Automotive News reported.

Mr. Ternes refused to comment further on the proposal until the
automaker receives it from the dealer groups.  Chrysler
spokeswoman Linda Becker, meanwhile, refused to comment because
she had not seen the dealer groups' agreement.

                      About Chrysler LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge,
Mopar(R) and Global Electric Motors (GEM) brand vehicles and
products.  With the resources, technology and worldwide
distribution network required to compete on a global scale, the
alliance builds on Chrysler's culture of innovation -- first
established by Walter P. Chrysler in 1925 -- and Fiat's
complementary technology -- from a company whose heritage dates
back to 1899.

Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's
product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.

Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CLASSICSTAR LLC: Liquidator Sues Baker Law Firm to Disgorge Fees
----------------------------------------------------------------
Erik Larson at Bloomberg reports that the liquidator for
ClassicStar LLC sued Baker & Hostetler LLP over claims the law
firm billed $848,000 for work when the Company was already
insolvent.  According to the report, Baker, based in Cleveland, is
among several organizations sued by the liquidator in the
Bankruptcy Court.  The suits claim payments to vendors during two
years before the bankruptcy are "fraudulent transfers" that can be
recovered under U.S. law to help repay creditors.

Headquartered in Lexington, Kentucky, ClassicStar LLC operated as
a thoroughbred horse breeder.  The company also leased horses and
rents out the reproductive systems of select thoroughbred mares.
The company filed for Chapter 11 protection Sept. 14, 2007 (Bankr.
E.D. Ky. Case No.07-51786).  James W. Gardner, Esq., at Henry Watz
Gardner Sellars & Gardner, PLLC, represents the Debtor.  The U.S.
Trustee for Region 8 appointed creditors to serve on an Official
Committee of Unsecured Creditor in this case.  Elizabeth Lee
Thompson, Esq., at Stites & Harbison, PLLC, represents the
Committee.  The Debtor posted assets of $227 million, comprised of
account receivable owed to National Equine Lending Corp., and
debts of $72.7 million.

In April 2008, the Hon. William S. Howard of the United States
Bankruptcy Court for the Eastern District of Kentucky converted
ClassicStar LLC's Chapter 11 case to a Chapter 7 liquidation
proceeding.  The U.S. Trustee for Region 8, asked for the
conversion, saying there is no reasonable likelihood that the
Debtor will propose a bankruptcy plan.


COLONIAL BANCGROUP: S&P Downgrades Issue-Level Ratings to 'D's
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue-
level ratings on Colonial BancGroup Inc. and Colonial Capital
Trust IV to 'D'.  Then S&P withdrew its issuer and issue-level
ratings on both entities at the company's request.

"We took these rating actions primarily because of Colonial
BancGroup's Chapter 11 bankruptcy filing," said Standard & Poor's
credit analyst Robert Hansen.

On Aug. 25, 2009, the company filed, in U.S. Bankruptcy Court, a
voluntary petition for relief under Chapter 11 of Title 11 of the
U.S. Code.  The voluntary petition shortly followed the Federal
Deposit Insurance Corp.'s placement into receivership of the
company's primary subsidiary, Colonial Bank, on Aug. 14, 2009.

Colonial BancGroup also announced, on Aug. 14, that it would sell
most of the assets and deposits of its primary subsidiary,
Colonial Bank, to BB&T Corp.


CONCHO RESOURCES: Moody's Assigns 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's assigned a first time B1 Corporate Family Rating and B1
Probability of Default Rating to Concho Resources Inc. and a B3
(LGD 6, 90%) rating to its pending $250 million senior unsecured
notes.  The two notch difference between the CFR and senior
unsecured ratings reflects the proportionately large size of the
secured borrowing base in relation to the size of the notes.
Moody's also assigned a SGL-3 Speculative Grade Liquidity Rating,
reflecting adequate liquidity.  The outlook is stable.

The B1 CFR reflects Concho's success to date in its core operating
areas, expected range of operating performance over the next two
years, and Concho's comments that it would continue to fund
material acquisitions with timely equity, deemed sufficient by
Moody's, to sustain the ratings.  Concho raised over $200 million
in public equity on three separate occasions during 2008 and 2007,
including its August 2007 initial public offering.

Concho has assembled comparatively concentrated Wolfberry Play
acreage positions along the eastern and western flanks of the
prolific Spraberry Trend of West Texas and in Southeastern New
Mexico.  This regional operating intensity has yielded sound unit
full-cycle economics.  Concho is weighted towards oil production,
which has a more favorable price outlook than natural gas.  Price
risk is further mitigated to a degree, with somewhat over 55% of
2009 production hedged at an average of $70/bbl and 43% of 2010
production hedged at comparably supportive prices.

However, relative to other rated independent exploration and
production companies, the CFR also reflects Concho's still
comparatively small production rate and proven developed reserve
base, a high 44% proportion of unfunded proven undeveloped
reserves at year-end 2008 and at June 30, 2009, and a
comparatively small number of core operating areas.  The latter
factor limits Concho's geographic and geologic reserve replacement
risk diversification.

Concho's four key debt leverage metrics (leverage on production,
proven developed reserves, total proven reserves, and on retained
cash flow) map variously to single B and low Ba ratings.
Management also reports that it would understandably continue to
pursue attractive acquisitions of third party reserves and
acreage.  While Concho comments that it would support material
acquisitions with equity, Moody's believe that compelling
acquisitions can often arise during extremely weak sector and
equity market conditions that might not support equity raisings at
reasonable terms.

Overall, the ratings reflect the inherent risks and opportunities
of the exploration and production sector.  Sector challenges
include oil and natural gas price risk, sustaining and growing
production in a highly capital intensive depleting asset business,
exceptionally high rates of first year production decline in new
wells drilled on Concho's acreage (industry standard rapid decline
for geology of that sort), the basic risk of varying degrees of
initial production, and the risk of delays in arranging sufficient
drilling rigs, oilfield services, and surface infrastructure as
Concho develops its acreage.

The B3 note rating also reflects the proportionately large
presence of first secured bank borrowings in the pro-forma capital
structure.  At this time, the pro-forma senior secured revolving
credit facility borrowing base would be $953.1 million, of which
$417.5 million would be drawn after the proposed $250 million note
offering.  The size of the secured debt overhang results in a B3
note rating under Moody's LGD Methodology.

Netting out all realized hedging gains and losses, Concho's
$225 million in first half 2009 capital spending materially
exceeded cash flow.  At June 30, 2009, bank borrowings totaled
$660 million under a $960 million borrowing base within a
$1.2 billion first secured bank revolving credit facility that
matures July 31, 2013.  There are no other material debt
maturities.  At June 30, 2009, Concho had amply wide clearance
under its two bank revolver covenants.  Assuming a $250 million
note offering, the company reports that its borrowing base would
be reduced by approximately $6.9 million to $953.1 million.

Concho's stated capital spending target for 2009 is within plus or
minus 10% of cash flow.  Accordingly, given the inherent risk of
negative borrowing base revisions the ratings assume that Concho
would conduct capital spending and funding programs that support
ample undrawn borrowing base availability.  Per standard industry
practice, the base is re-determined at least twice a year.

Concho Resources Inc. is an independent exploration and production
company headquartered in Midland, Texas.


CONCORD STEEL: Files Chapter 11, Stamford Not Part of Filing
------------------------------------------------------------
Stamford Industrial Group, Inc., on September 14 said its wholly
owned subsidiary, Concord Steel, Inc., which constitutes
substantially all of the Company's assets, filed a voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code, in the U.S. Bankruptcy Court for the Northern
District of Ohio under the caption "In re Concord Steel, Inc."
(Case No. 09-43448).  SIG was not included in Concord's filing.

Al Weggeman, the Company's Chief Executive Officer, said, "Over
the past year, Concord has continued to be adversely affected by
the steep drop off in purchasing for the global infrastructure,
construction, and residential markets as a result of the global
financial crisis.  Recently, some of Concord's customers have
unexpectedly announced the closing or suspending of operations at
their fabrication facilities.  Throughout 2008 and 2009 we have
been taking broad-based cost cutting measures, including a 75%
reduction in our workforce, consolidating operations as well as
cutting salaries, and since the first quarter of 2009 have
attempted to address and negotiate modifications to Concord's
credit agreement to account for the reduction in demand from its
customers and the unprecedented market changes.  Although we have
begun to see some subtle but positive indicators within Concord's
markets, Concord has been unable to enter into a further amendment
of its credit agreement to address its ability to continue to
comply with the credit agreement on an ongoing basis and continue
to borrow the funds needed to continue to operate.  As a result,
after careful consideration, it was determined that a Chapter 11
filing by Concord was a necessary and prudent step."

Concord expects to file motions with the Court seeking the
continuation of operations, including requesting Court approval to
continue paying employee wages and salaries and providing employee
benefits.

                    About Stamford Industrial

Concord Steel, Inc., a wholly-owned subsidiary of Stamford
Industrial Group (Pink Sheets: SIDG) -- http://www.Stamfordig.com/
-- acquired in October 2006, is an independent manufacturer of
steel counter-weights and structural weldments that are
incorporated into a variety of industrial equipment, including
aerial work platforms, cranes, elevators and material handling
equipment.


COYOTES HOCKEY: Court to Select Winning Bidder Sept. 21
-------------------------------------------------------
Mike Sunnucks at Phoenix Business Journal reports that the Hon.
Redfield T. Baum of the U.S. Bankruptcy Court for the District of
Arizona has extended until September 21 the deadline for a
decision to be made on the Phoenix Coyotes auction.

The deadline was initially set for September 14.  According to
Business Journal, Judge Baum said that the new deadline will give
the court time to consider who gets Phoenix Coyotes.

As reported by the TCR on September 10, 2009, Ice Edge Holdings
confirmed that it has dropped out of bidding for the Phoenix
Coyotes.  The auction for the Phoenix Coyotes is now between James
L. Balsillie's group PSE Sports and Entertainment -- which
initially offered $242.5 million for the team -- and NHL, which
bid $140 million for the team.  The two parties increased their
bids at the September 10 auction.

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.


COYOTES HOCKEY: Wayne Gretzky's Coaching Status in Limbo
--------------------------------------------------------
The Associated Press reports that unless the Hon. Redfield T. Baum
of the U.S. Bankruptcy Court for the District of Arizona makes a
ruling in the bankruptcy case of Phoenix Coyotes owner Jerry
Moyes, Wayne Gretzky's coaching status remains in limbo.

Mr. Gretzky owns a small share of Phoenix Coyotes.

The AP quoted Phoenix Coyotes general manager Don Maloney as
saying, "His position with us is to be determined.  He's the head
coach right now.  Given the timing of the court date and the lack
of a decision on ownership, Wayne thought it was better to sit
back for a few days and evaluate."

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.

Jim Balsillie, Research in Motion Ltd.'s co-chief executive
officer, offered to buy the Phoenix Coyotes for $212 million and
move the NHL team to Hamilton, Ontario, and the League balked at
the relocation proposal.  Mr. Balsillie was unsuccessful in 2007
when he attempted to buy and relocate the Nashville Predators, and
lost a similar bid in 2006 to buy and relocate the Pittsburgh
Penguins.


CYNERGY DATA: Can Hire Kurtzman Carson as Claims & Noticing Agent
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Cynergy Data, LLC, and its debtor-affiliates to employ Kurtzman
Carson Consultants LLC as claims, noticing, solicitation,
balloting, and tabulation agent.

KCC is expected to, among other things:

   a. prepare and serve required notices in the Chapter 11 cases;

   b) assist, maintain and update the master mailing lists of
      creditors; and

   c) perform other administrative tasks pertaining to the
      administration of the Chapter 11 cases, as may be requested
      by the Debtors or the Clerk's Office.

Michael Frisberg, vice president of corporate restructuring
services of KCC, tells the Court that KCC received a $25,000
retainer as payment for KCC's services and expenses.

Mr. Frisberg assures the Court that KCC is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Cynergy Data

Launched in 1995, Cynergy Data LLC is a merchant credit card
processing service provider that gives business owners excellent
customer support and unparalleled merchant services.  The company
emphasizes honest, service-oriented business practices and
customer-friendly products and services.  During the past 14
years, Cynergy Data has rapidly expanded from a two-person
operation to one that employs over 130 service-oriented team
members.  Headquartered in New York City, Cynergy Data manages a
portfolio of nearly 80,000 merchants processing in excess of $10
billion annually. Marcelo Paladini owns 92% of Cynergy.

The Company and two affiliates -- Cynergy Data Holdings, LLC,
and Cynergy Prosperity Plus, LLC -- filed for Chapter 11 on
September 1, 2009 (Bankr. D. Del. Case No. 09-13038).

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

Cynergy Data said that it had assets of $109,546,132 against debts
of $186,183,032 as of June 30, 2009.

Cynergy Data filed for Chapter 11 to complete the sale of all of
its assets to Cynergy Holdings, LLC, an affiliate of The
ComVest Group, which will serve as stalking horse bidder in an
auction.


CYNERGY DATA: Proposes Pepper Hamilton as Delaware Counsel
----------------------------------------------------------
Cynergy Data, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Pepper Hamilton LLP as Delaware counsel.

Pepper Hamilton will, among other things:

   a) assist Nixon Peabody LLP, the proposed counsel, in
      representing the Debtors;

   b) advise the Debtors with respect to their rights, powers and
      duties as debtor-in-possession in the continued management
      and operation of their businesses and properties; and

   c) advise and consult the Debtors regarding the conduct of the
      case, including all of the legal and administrative
      requirements of operating in Chapter 11.

David B. Stratton, a partner at Pepper Hamilton, tells the Court
that prior to the petition date, Pepper Hamilton received $16,516
in satisfaction of its outstanding fees and expenses.

Mr. Stratton adds that Pepper Hamilton is presently holding a
$50,000 pre-filing retainer.  The retainer is being held for
application toward and payment of postpetition fees and expenses.

The hourly rates of Pepper Hamilton personnel are:

     Partners and Counsel               $380 - $825
     Associates                         $240 - $435
     Paraprofessionals                   $75 - $215

Mr. Stratton assures the Court that Pepper Hamilton is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Stratton can be reached at:

     Pepper Hamilton LLP
     Hercules Plaza, Suite 5100
     1313 Market Street
     Wilmington, DE 19899-1709
     Tel: (302) 777-6500
     Fax: (302) 421-8390

                        About Cynergy Data

Launched in 1995, Cynergy Data LLC is a merchant credit card
processing service provider that gives business owners excellent
customer support and unparalleled merchant services.  The company
emphasizes honest, service-oriented business practices and
customer-friendly products and services.  During the past 14
years, Cynergy Data has rapidly expanded from a two-person
operation to one that employs over 130 service-oriented team
members.  Headquartered in New York City, Cynergy Data manages a
portfolio of nearly 80,000 merchants processing in excess of $10
billion annually. Marcelo Paladini owns 92% of Cynergy.

The Company and two affiliates -- Cynergy Data Holdings, LLC,
and Cynergy Prosperity Plus, LLC -- filed for Chapter 11 on
September 1, 2009 (Bankr. D. Del. Case No. 09-13038).

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

Cynergy Data said that it had assets of $109,546,132 against debts
of $186,183,032 as of June 30, 2009.

Cynergy Data filed for Chapter 11 to complete the sale of all of
its assets to Cynergy Holdings, LLC, an affiliate of The
ComVest Group, which will serve as stalking horse bidder in an
auction.


CYNERGY DATA: U.S. Trustee Appoints Five-Member Creditors Panel
---------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
appointed five members to the official committee of unsecured
creditors in the Chapter 11 cases of Cynergy Data, LLC, and its
debtor-affiliates.

The Creditors Committee members are:

1. Iworks, Inc.
   Attn: Jeremy Johnson
   249 E. Tabernacle St., No. 200
   St. George, UT 84770
   Tel: (435) 688-0634
   Fax: (435) 688-8032

2. Pivotal Payments, Inc.
   Attn: Lester Fernandes
   200 Broadhollow Rd., Suite 207
   Melville, NY 11747
   Tel: (514) 227-6890
   Fax: (514) 227-6891

3. i-fortuity,LLC.
   Attn: Tim Woods
   2510 W. Dunlap Ave., No. 440
   Phoenix, AZ 85021
   Tel: (602) 741-9738
   Fax: (602) 395-0000

4. Tribul Merchant Services, LLC
   Attn: Sam Chanin, president
   55 Broad St., 2nd Floor
   New York, NY 10004
   Tel: (646) 772-6328

5. Gravity Payments, Inc.
   Attn: Dan Price
   1434 Elliott Ave. W., Suite C
   Seattle, WA 98119
   Tel: (206) 388-5902
   Fax: (206) 299-9569

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

                        About Cynergy Data

Launched in 1995, Cynergy Data LLC is a merchant credit card
processing service provider that gives business owners excellent
customer support and unparalleled merchant services.  The company
emphasizes honest, service-oriented business practices and
customer-friendly products and services.  During the past 14
years, Cynergy Data has rapidly expanded from a two-person
operation to one that employs over 130 service-oriented team
members.  Headquartered in New York City, Cynergy Data manages a
portfolio of nearly 80,000 merchants processing in excess of $10
billion annually. Marcelo Paladini owns 92% of Cynergy.

The Company and two affiliates -- Cynergy Data Holdings, LLC,
and Cynergy Prosperity Plus, LLC -- filed for Chapter 11 on
September 1, 2009 (Bankr. D. Del. Case No. 09-13038).

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

Cynergy Data said that it had assets of $109,546,132 against debts
of $186,183,032 as of June 30, 2009.

Cynergy Data filed for Chapter 11 to complete the sale of all of
its assets to Cynergy Holdings, LLC, an affiliate of The
ComVest Group, which will serve as stalking horse bidder in an
auction.


CYNERGY DATA: Wants to Hire Nixon Peabody as Bankruptcy Counsel
---------------------------------------------------------------
Cynergy Data, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Nixon Peabody LLP as counsel.

Nixon Peabody will, among other things:

   a) assist, advise and represent the Debtors in the preparation
      and prosecution of the Chapter 11 cases and in its
      consultations with the creditors' committee and other
      parties-in-interest regarding the administration of the
      case;

   b) assist the Debtors with respect to its powers and duties as
      debtors-in-possession in the continued management and
      operation of its business and properties; and

   c) assist the Debtors in connection with the contemplated sales
      of assets or business combinations, including  negotiating
      any asset, stock purchase, merger or joint venture
      agreements, formulating and implementing any bidding
      procedures, evaluating competing offers, drafting
      appropriate corporate documents with respect to the proposed
      sales, and counsel the Debtors in connection with the
      closing of any sales.

Dennis J. Drebsky, a partner at Nixon Peabody, tells the Court
that prior to Cynergy Data's petition date, Nixon Peabody received
$1,519,512 in satisfaction of its outstanding fees and expenses.
Additionally, Nixon Peabody received a prepetition retainer of
$200,000 in payment for postpetition fees and expenses.

The hourly rates of Nixon Peabody's personnel are:

     Mr. Drebsky                $840
     Partners                $355 - $840
     Associates              $230 - $580
     Paralegals              $135 - $265

Mr. Drebsky assures the Court that Nixon Peabody is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Drebsky can be reached at:

     Nixon Peabody LLP
     437 Madison Avenue
     New York, NY 10017

                        About Cynergy Data

Launched in 1995, Cynergy Data LLC is a merchant credit card
processing service provider that gives business owners excellent
customer support and unparalleled merchant services.  The company
emphasizes honest, service-oriented business practices and
customer-friendly products and services.  During the past 14
years, Cynergy Data has rapidly expanded from a two-person
operation to one that employs over 130 service-oriented team
members.  Headquartered in New York City, Cynergy Data manages a
portfolio of nearly 80,000 merchants processing in excess of $10
billion annually. Marcelo Paladini owns 92% of Cynergy.

The Company and two affiliates -- Cynergy Data Holdings, LLC,
and Cynergy Prosperity Plus, LLC -- filed for Chapter 11 on
September 1, 2009 (Bankr. D. Del. Case No. 09-13038).

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

Cynergy Data said that it had assets of $109,546,132 against debts
of $186,183,032 as of June 30, 2009.

Cynergy Data filed for Chapter 11 to complete the sale of all of
its assets to Cynergy Holdings, LLC, an affiliate of The
ComVest Group, which will serve as stalking horse bidder in an
auction.


DAISY LANE DAIRY: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Daisy Lane Dairy, Inc.
        44500 County Road 13
        Cope, CO 80812

Bankruptcy Case No.: 09-28954

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Daisy Lane Farm, LLC                               09-28956

Chapter 11 Petition Date: September 11, 2009

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

Judge: Sidney B. Brooks

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Ave., Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: lmk@kutnerlaw.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 9 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/cob09-28954.pdf

The petition was signed by Dennis Koolstra, vice president of the
Company.


DELTA AIR: Japan Air Stake May Give Access to China
---------------------------------------------------
Chris Cooper at Bloomberg News reports that Delta Air Lines Inc.
or American Airlines may get improved access to China, Asia's
biggest air traffic market, if either U.S. carrier's plan to take
a stake in Japan Airlines Corp. succeeds.  Bloomberg notes that a
tie-up would give American or Delta more access to Chinese cities
as JAL has the widest network of flights between China and Japan.

According to the report, Delta, which lacks a code-sharing
agreement with a Japanese carrier, sees an expanded Asian network
to compete with American, in the same Oneworld alliance as JAL,
and All Nippon Airways Co., a member of the Star Alliance group.

Japan Air, Bloomberg notes, needs more funding as it predicts a
fourth annual loss in five years amid the biggest passenger drop
since 2003.  The carrier, known as JAL, will present the outline
of a mid-term reorganization plan to a government panel in Tokyo
today, according to spokeswoman Sze Hunn Yap.

As reported by the TCr on Sept. 15, 2009, AMR Corp. and Delta Air
are reportedly in separate talks with Japan Airlines Corp. to
forge an expansive joint venture with the carrier.  The Wall
Street Journal said that American Airlines would also consider
taking a minority stake in JAL, although any such investment would
likely be capped at hundreds of millions of dollars.  Delta is
also negotiating to acquire a minority stake of around
$300 million in JAL.  The Journal relates that Delta wants JAL to
join its rival SkyTeam alliance.

                       About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- is now the world's largest airline.  From
its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St.
Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.  Delta's marketing
alliances allow customers to earn and redeem either SkyMiles or
WorldPerks on more than 16,000 daily flights offered by SkyTeam
and other partners.  The merger closed on October 29, 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington, represented the Northwest Debtors in their
restructuring efforts.  On May 21, 2007, the Court confirmed the
Northwest Debtors' amended plan.  That amended plan took effect
May 31, 2007.

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

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

As reported by the TCR on June 29, 2009, Fitch Ratings has
downgraded the debt ratings of Delta Air Lines, Inc., and its
wholly owned subsidiary Northwest Airlines, Inc. -- (i) DAL's
Issuer Default Rating to 'B-' from 'B', First-lien senior secured
credit facilities to 'BB-/RR1' from 'BB/RR1', and Second-lien
secured credit facility to 'B-/RR4' from 'B/RR4', and (ii) NWA's
IDR to 'B-' from 'B'; and Secured bank credit facility to 'BB-
/RR1' from 'BB/RR1'.  The downgrade of DAL's ratings reflects the
continued erosion of the airline's near-term cash flow generation
potential that has resulted from extremely weak business travel
demand and large year-over-year declines in passenger revenue per
available seat mile.


DIAMOND INFORMATION: Illiquid, Has Cash Flow Deficit
----------------------------------------------------
Diamond Information Institute, Inc., doing business as Designs By
Bergio, reported total assets of $1,976,430 against debts of
$2,129,252, resulting to a stockholders' deficit of $152,822, as
of June 30, 2009.

For six months ended June 30, 2009, the Company recorded a net
loss of $318,775 on net sales of $454,307 against a net loss of
$485,516 on sales of $642,883 for six months ended June 30, 2009.

As of June 30, 2009, the Company's current liabilities exceeded
its current assets by approximately $171,000 while, its total
liabilities exceeded its total assets by $153,000.  Further,
through the six months ended June 30, 2009, the Company incurred a
net loss from operations of approximately $319,000 and a cash flow
deficit from current operations of approximately $21,000.  "These
factors raise substantial doubt about the Company's ability to
continue as a going concern," Diamond Information said.

A copy of the Form 10-Q filed with the Securities and Exchange
Commission is available for free at:

            http://researcharchives.com/t/s?44b5

Diamond Information Institute Inc. d/b/a Designs by Bergio is
engaged in the product design, manufacturing, distribution of fine
jewelry throughout the United States and is headquartered from its
corporate office in Fairfield, New Jersey.  Based on the nature of
operations, the Company's sales cycle experiences significant
seasonal volatility with the first two quarters of the year
representing 15% to 25% of annual sales and the remaining two
quarters representing the remaining portion of annual sales.


DIXIE PELLETS LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Dixie Pellets, LLC
        2100 Third Avenue North, Suite 600
        Birmingham, AL 35203

Case No.: 09-05411

Chapter 11 Petition Date: September 13, 2009

Court: United States Bankruptcy Court
       Northern District Of Alabama (Birmingham)

Judge: Tamara O. Mitchell

Debtor's Counsel: Jennifer Anne Harris, Esq.
            Bradley Arant Rose & White LLP
            One Federal Place
            1819 Fifth Avenue North
            Birmingham, AL 35203
            Tel: (205) 521-8400
            Fax: (205) 488-6400
            Email: jharris@bradleyarant.com

                  Jay R. Bender, Esq.
                  Bradley Arant Rose & White LLP
            One Federal Place
            1819 Fifth Avenue North
            Birmingham, AL 35203
            Tel: (205) 521-8400
            Fax: (205) 488-6400

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

Estimated Debts: $10,000,001 to $50,000,000 More than $100,000,000

The petition was signed by Patrick E. Molony, the company's
executive vice president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Alabama Power                  Utility                $739,152
PO Box 242
Birmingham, AL 35292

HeartLand Barge                Transportation         $375,188
Management, LLC
PO Box 953108
St. Louis, MO 63195

Eagle Tugs, LLC                Transportation         $289,065
1207 Middle Road
c/o Garrell Chaisson, Sr.
Morgan City, LA 70380

Harbert Power                  Reimbursement          $278,527
Fund III, LLC                  Obligations
c/o Pat Molony
PO Box 1297
Birmingham, AL 35201

US Premium                     Insurance              $255,476
Finance, Inc
PO Box 1110
Lawrenceville, GA 30046

Environmental Pneumatics,      Trade                  $193,891
Inc.

Mobile Bay                     Trade                  $175,046
Woodchip Center
c/o John Chapman

DHS, Inc.                      Trade                  $151,001
dba Smith Industrial
Service & Roto Rooter

Alabama Gas Company            Utility                $114,433

ASC Construction Equipment     Trade                  $94,051
USA, Inc.
c/o Bob Spencer

CSE Engineering, Inc.          Trade                  $89,991
c/o Craig Corzine

Edd Johnson &                  Trade                  $85,962
Associates, Inc.
c/o Edd Johnson

Consolidated Design            Trade                  $58,302
And Machine, Inc.

Zenith Insurance Company       Insurance              $51,127

Willis of Alabama, Inc.        Insurance              $50,922
c/o James Dykes

Lightfoot Franklin &           Legal                  $49,439
White LLC

Central Alabama Maintenance    Trade                  $48,195
Services, Inc.
c/o Danny Griffin

S & S Industrial Supply, LLC   Trade                  $45, 884
c/o Stacy Stewart

Premium Funding Associates     Insurance              $45,511
Inc.

Phelps Industries, Inc.        Trade                  $41,878
c/o Bonnie Shelton


DOT VN: Has Strategic Partnership with Elliptical Mobile
--------------------------------------------------------
Dot VN, Inc., has entered into a strategic partnership with
Elliptical Mobile Solutions, LLC of Chandler, Arizona, a provider
of high-tech solutions for the mobilization, operation,
environmental protection and security of electronic equipment.

The centerpiece of the partnership is to bring turn-key
infrastructure solutions for data center projects in Vietnam.
EMS' approach is a revolution in Internet data center design and
management.  EMS product offerings integrate Tier III, and in some
cases Tier IV, standard redundant infrastructure into a cost
effective and energy efficient secure rack.  Dot VN has the
exclusive right to distribute these advanced Internet data center
solutions in Vietnam and the non-exclusive right to distribute in
Asia.

"Our newly formed partnership with EMS will allow us to offer a
flexible, more powerful, energy efficient and streamlined solution
to Internet data center construction and management across all
sectors in Vietnam, including business, government and education,"
said Thomas Johnson, CEO of Dot VN, Inc.  "We look forward to
commercializing this new energy efficient and scalable data center
technology as we continue our work in becoming the leading
Internet and telecommunications provider for Southeast Asia."

EMS stationary and mobile data center units are a "first to
market" product for all industries.  Because the units are small,
mobile and self-contained, they offer major cost-effectiveness
including up to a 95% savings in capital investment, up to a 60%
savings on operational costs, specifically electricity, and up to
a 75% floor space savings.  This is possible because EMS'
disruptive technology focuses on cooling, maintaining and
protecting the data center equipment itself, not the room that
houses the data center equipment.  Current data center deployments
require massive capital investments because of infrastructure,
which must be done upfront in anticipation of growth.  EMS' rack
level approach makes cost management and scalability possible
because new servers, switches and storage devices can be added
immediately on an "as needed" basis to an operating data center
without disruption or up front investment by deploying an EMS
rack.

Vietnam is the second fastest growing economy in the world, with a
population of over 86 million people and a literacy rate over 90%.
The U.S.-based International Data Group (IDG) forecasts that the
Vietnamese IT market's spending will reach nearly US$2.2 billion
this year and over $3.5 billion in 2013 to become the IT market
with the highest growth rate in Southeast Asia.

"I am very excited with our partnership with Dot VN to leverage
their experience in introducing 'Best of Breed Technologies' into
the Vietnam marketplace.  I am confident that EMS products will
bring dramatic cost savings in energy and capital expenditures to
the Vietnam market.  In addition, it will allow these companies to
accelerate technology implementations on a 90-day timeframe
instead of two-year horizons to build or retrofit traditional data
centers," said Elliptical Mobile Solutions CEO Bill Stockwell.

Elliptical Mobile Solutions, LLC, is a research and development
focused company that identifies deficiencies in the current state
of technology and then offers realistic and commercially viable
solutions to remedy those deficiencies.  Engineering models are
designed, built and tested within EMS facilities so that new
concepts and system designs may be proven and perfected.  EMS then
forms partnerships and alliances with key individuals/business
entities to convert the proven designs from engineering models
into commercial offerings.

                           About Dot VN

Dot VN, Inc. (OTCBB: DTVI) -- http://www.DotVN.com-- provides
Internet and Telecommunication services for Vietnam.  The Company
is currently developing initiatives to offer Internet Data Center
services and Wireless applications.

Dot VN's balance sheet at April 30, 2009, showed total assets of
$2,280,709 and total liabilities of $11,732,186, resulting in a
stockholders' deficit of $9,451,477.

                        Going Concern Doubt

Chang G. Park, CPA, from San Diego, California, expressed on
July 24, 2009, substantial doubt about Dot VN's ability to
continue as a going concern after auditing the company's financial
results for the years ended April 30, 2009 and 2008.  The auditing
firm reported that the company experienced losses from operations.


DOT VN: Has Strategic Partnership With Key-Systems
--------------------------------------------------
Dot VN, Inc., has entered into a strategic partnership with Key-
Systems GmbH, an Internet services provider based in Zweibrucken,
Germany, providing Top Level Domain registration, management and
reselling services.

In the agreement, Dot VN will now be able to offer customers
access to 178 unique domains worldwide in the Key-Systems network
as an official domain reseller. Dot VN resellers and individual
customers will now be able to purchase not only  ".vn" domain
names, but also other ccTLDs such as ".de", ".jp", ".cn", ".asia"
and ".eu" and generic TLDs (gTLDs) including .com, .net, .edu,
.gov and .org.

"Our partnership with Key-Systems will allow our continuously
expanding network of customers access to 178 unique TLDs worldwide
available for purchase," said Thomas Johnson, CEO of Dot VN, Inc.
"By offering a wider variety of TLDs, our network will now have a
convenient way to purchase international and generic domains in
addition to ".vn" domains.  This access adds further value to the
Dot VN brand as we seek to offer our customers a world-class
resource for technology development at the individual, corporate
and organizational levels."

Key-Systems currently manages more than 2.5 million domains names
for customers around the world.  As one of the few official
members of DENIC e.G, the central register for the Top Level
Domain ".de" for Germany, Key-Systems has direct access to the
registration system and is able to provide applications in real
time to the central register.

"As with all ccTLDs we offer, we always try to provide our
customers with a direct registry access. By offering our services,
we are looking forward to helping Dot VN explore the Vietnamese
domain market," said Key-Systems CEO Alexander Siffrin.

Vietnam is the second fastest growing economy in the world, with a
population of over 86 million people and a literacy rate over 90%.
The U.S.-based International Data Group (IDG) forecasts that the
Vietnamese IT market's spending will reach nearly US$2.2 billion
this year and over $3.5 billion in 2013 to become the IT market
with the highest growth rate in Southeast Asia.

                           About Dot VN

Dot VN, Inc. (OTCBB: DTVI) -- http://www.DotVN.com-- provides
Internet and Telecommunication services for Vietnam.  The Company
is currently developing initiatives to offer Internet Data Center
services and Wireless applications.

Dot VN's balance sheet at April 30, 2009, showed total assets of
$2,280,709 and total liabilities of $11,732,186, resulting in a
stockholders' deficit of $9,451,477.

                        Going Concern Doubt

Chang G. Park, CPA, from San Diego, California, expressed on
July 24, 2009, substantial doubt about Dot VN's ability to
continue as a going concern after auditing the company's financial
results for the years ended April 30, 2009 and 2008.  The auditing
firm reported that the company experienced losses from operations.


DOWNEY REGIONAL: Files for Chapter 11; Hospital Remains Open
------------------------------------------------------------
Downey Regional Medical Center-Hospital, Inc., on September 14
said it has filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

The Hospital's Board of Directors unanimously took the action to
file Chapter 11 reorganization after concluding that such action
was in the best long-term interests of the Hospital, the
community, the Hospital's employees, physicians, patients,
vendors, and other stakeholders.

DRMC will continue normal operations throughout the reorganization
process, and plans to re-emerge from the process within a year.

"[The bankruptcy filing] will allow us to clean up the remainder
of the financial morass that the current management team inherited
that was over a decade in the making, and that we have been
working to fix for two years.  We are confident in our long-term
prospects for success. I want to reassure our patients, our
employees, the physicians, and the community that DRMC and its
services will be fully open during this process, that excellent
patient care will continue to be provided, that payrolls will be
met, and that operations at the Hospital will continue normally,"
said Kenneth Strople, President and CEO of Downey Regional Medical
Center.

Filing for reorganization immediately provides Downey Regional
financial stability, the tools for crafting a very successful
future, and immediate protection from lawsuits and creditors'
actions.  The Hospital is working with its senior lenders to
provide an immediate return to liquidity.

The Hospital said it has been feverishly working to fix literally
thousands of problems with its financial systems at the same time
it was transitioning to a new business model during the past two
years.  The magnitude of the issues with the financial systems is
illustrated by the loss tens of millions of dollars, annually,
over a decade, until the past year.  Fixing these issues, together
with the business model change, added over $25 million in one-time
costs, but they were the investment needed to ensure the end of
the annual operating losses of the past and a successful future.
Absent taking the measures to fix the systems and exit the prior
business model, the Hospital would have failed and been closed.

DRMC's immediate issue has been liquidity.  With no cash reserves
since March of 2008, and with the credit markets in a free fall
for the past year, DRMC has struggled with liquidity as it was
making these monumental changes.  Filing for reorganization
actually allowed the Hospital to access new lending markets that
have committed to providing DRMC with needed cash during the
bankruptcy process.

When the Hospital emerges from bankruptcy, its new business model
will be fully implemented, and its financial systems will be fully
fixed.  Operations under the new model are proven to be fully
self-supporting and will provide ongoing liquidity to ensure a
very successful financial future.

Under the reorganization plan to be filed in the Chapter 11 case,
DRMC expects to resume cash flow surpluses in the next quarter and
thereafter rebuild its investment reserves while repaying its
accumulated debts over the next several years.  In fact, since the
new management team has been in place, the Hospital has seen a
dramatic financial turnaround.  The new management team has
corrected the historical financial issues of the organization and
has reversed a $20 million annual loss rate.  Soon after emergence
from bankruptcy, it should be possible to begin replenishing the
depleted endowment.

As the reorganization is implemented, the Hospital will seek to
ensure that current employees do not experience adverse impacts.
The Hospital has petitioned the Bankruptcy Court to keep wages,
salaries and all benefits unchanged.  Certainly, patients and
physicians will not notice any changes in DRMC's traditionally
high level of quality service.

Downey Regional Medical Center -- http://www.DRMCI.org/-- opened
its doors in October 1920 with six beds and two physicians on the
second floor of the former Downey Hotel.  Less than two years
after opening, a violent explosion at a service station killed 9
and injured over 20 people.  This disaster demonstrated the need
for a larger hospital.  Ever since, DRMC has grown to meet the
expanding needs of the local community.


EINSTEIN NOAH: Inks Consulting Agreement with Jill Sisson
---------------------------------------------------------
Jill B. W. Sisson, Einstein Noah Restaurant Group's General
Counsel and Corporate Secretary and a named executive officer, on
September 3, 2009, entered into a transitional consulting
agreement with the Company.  Ms. Sisson will continue to act as
General Counsel and Corporate Secretary through a transition
period and be paid $100,000 for her services.

Based in Lakewood, Colorado, Einstein Noah Restaurant Group Inc.
(Nasdaq: BAGL) -- http://www.einsteinnoah.com/-- operates a
a retail chain of quick casual restaurants in the United States,
specializing in foods for breakfast and lunch.  The Company
operates locations primarily under the Einstein Bros.(R) Bagels
and Noah's New York Bagels(R) brands and primarily franchises
locations under the Manhattan Bage(R) brand.  The Company's retail
system consists of more than 600 restaurants, including more than
100 license locations, in 35 states plus the District of Columbia.

As of June 30, 2009, the Company had $172.9 million in total
assets; and $186.5 million in total liabilities; resulting in
$13.6 million stockholders' deficit.


ELYRIA FOUNDRY: Moody's Withdraws 'Caa2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service has withdrawn all the ratings for Elyria
Foundry Company LLC.  The ratings have been withdrawn because
Moody's believes it lacks adequate information to maintain a
rating.

These ratings have been withdrawn:

* Caa2 corporate family rating withdrawn
* Caa2 probability of default rating withdrawn
* Caa2 (LGD 4; 46%) on senior secured notes withdrawn
* Negative outlook withdrawn

The last rating action was on August 31, 2009, when the ratings of
Elyria Foundry Company LLC were lowered (including the corporate
family rating which was lowered to Caa2 from Caa1) and a negative
outlook was assigned.

Headquartered in Elyria, Ohio, Elyria Foundry Holdings, LLC, is a
U.S.  foundry providing gray and ductile iron castings of up to
50,000 pounds for use in energy end-market applications, including
natural gas compression equipment and coal pulverizers for
electric power generation.  The company also produces castings of
up to 200,000 pounds for use in power generation and mining and
minerals processing markets through its Hodge foundry operation.
Other applications for Elyria's products include air compressors,
refrigeration and chillers, process machinery, and mining and
agricultural equipment.  The company had approximately
$128 million of revenues for the twelve month period ended
June 30, 2009.


ENERGY PARTNERS: Exit Financing Deadline Extended to Sept. 25
-------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Energy Partners Ltd.
obtained a September 25 extension from creditors of the deadline
for obtaining exit financing and implementing the Court-confirmed
plan.  Energy Partners' Chapter 11 plan was confirmed in August
after noteholders reached a settlement with the equity holders'
committee.

Under the terms of the plan of reorganization, the holders of the
Company' senior notes will receive their pro rata share of 95% of
the outstanding common stock in the reorganized Company upon its
emergence from bankruptcy, and the current stockholders in the
Company will receive the remaining 5%, in each case prior to any
issuance of shares or options under customary employee incentive
arrangements.

EPL had said it is in discussions with lenders regarding the terms
of an exit facility that the Company will enter into upon the
effective date of the Plan.  The closing of the exit facility is
one of the conditions to the effectiveness of the Plan and the
Company's emergence from bankruptcy.  The confirmation order
provided that the conditions to the effectiveness of the Plan must
be satisfied by September 10, 2009, or a later date agreed to by
the Company and the Noteholders or as set by the Court.

                    About Energy Partners Ltd.

Based in New Orleans, Louisiana, Energy Partners, Ltd., (Pink
Sheets: ERPL.PK) is an independent oil and natural gas exploration
and production company.  The Company had interests in 24 producing
fields, six fields under development and one property on which
drilling operations were then being conducted, all of which are
located in the Gulf of Mexico Region.

Energy Partners, Ltd., and its affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. S.D. Tex. Lead Case No. 09-32957).  Paul E.
Heath, Esq., at Vinson & Elkins LLP, represents the Debtors in
their restructuring efforts.  The Debtors propose to employ
Parkman Whaling LLC as financial advisor.  The Debtors' financial
condition as of December 31, 2008, showed total assets of
$770,445,000 and total debts of $708,370,000.


FELLOWSHIP SPINE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Fellowship Spine Surgical Center LLC
        715A Fellowship Road
        Mount Laurel, NJ 08054

Bankruptcy Case No.: 09-34008

Chapter 11 Petition Date: September 11, 2009

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

Judge: Chief Judge Judith H. Wizmur

Debtor's Counsel: Arthur Abramowitz, Esq.
                  Cozen O'Connor
                  Libertyview Building, Suite 300
                  457 Haddonfield Road
                  Cherry Hill, NJ 08002
                  Tel: (856) 910-5000
                  Email: aabramowitz@cozen.com

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

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

A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/njb09-34008.pdf

The petition was signed by William Mille D.O., managing member of
the Company.


FRANKLIN INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Franklin Industries, LLC
        4100 First Avenue
        Brooklyn, NY 11232

Bankruptcy Case No.: 09-47870

Chapter 11 Petition Date: September 11, 2009

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

Judge: Jerome Feller

Debtor's Counsel: Richard G. Gertler, Esq.
                  Thaler & Gertler LLP
                  90 Merrick Avenue, Suite 400
                  East Meadow, NY 11554
                  Tel: (516) 228-3553
                  Fax: (516) 228-3396
                  Email: gertler@thalergertler.com

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

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

A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nyeb09-47870.pdf

The petition was signed by Harvey Ieberman, managing director of
the Company.


GARDEN WORLD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Garden World of Holiday, Inc.
           aka Garden World, Inc.
           aka Garden World
           aka Garden World Nursery & Landscape Services
        One Tampa City Center
        201 N. Franklin Street, Suite 2600
        Tampa, FL 33602-5182

Bankruptcy Case No.: 09-20492

Chapter 11 Petition Date: September 13, 2009

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

Debtor's Counsel: Lynn V. H. Ramey, Esq.
                  The Law Offices of Lynn Ramey
                  5625 Gaspar Oaks Drive
                  Tampa, FL 33611
                  Tel: (813) 787-3467
                  Email: lynn@lynnrameylaw.com

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

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

A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/flmb09-20492.pdf

The petition was signed by Rene Zarate, corporate restructuring
officer of the Company.


GENERAL GROWTH: Fashion Place's Schedules of Assets & Debts
-----------------------------------------------------------
A.  Real Property
    Owned
     Mall - Murray, Utah                           $46,658,816
     Office Building - Murray, Utah                208,325,147

B.  Personal Property

B.1 Cash on hand
    Petty cash - cash drawer                               200

B.2 Checking accounts
     JPMorgan Chase                                      2,431

B.9 Interests in insurance policies
    Lexington Insurance Company Lead & Others            6,557
     Liberty Insurance Co. - GL, WC, Auto                1,577

B.13 Stock and interests in incorporated and
     unincorporated                               Undetermined
     See http://bankrupt.com/misc/B13Interests.pdf

B.14 Interests in partnerships or joint ventures  Undetermined

B.16 Accounts receivable                             1,322,584

B.22 Patents, copyrights and other intellectual property
     Domain Names                                 Undetermined

B.24 Customer lists or other compilations         Undetermined

B.25 Automobiles, trucks, trailers, and other vehicles     359

B.28 Office equipment, furnishings, and supplies         6,193
B.29 Machinery, fixtures, equipment and supplies        83,776

B.35 Other personal property
     Prepaid expenses & other assets                    11,762

B.35(b) Accounts Payable Debt Balances
        Britten Services Inc.                              200
        Bombay                                             165

    TOTAL SCHEDULED ASSETS                        $256,419,765
    ==========================================================

D. Creditors Holding Secured Claims
   Secured Debt
    Midland Loan Services, Inc.                   $144,695,577
   Mechanics Liens                                   6,535,956
    See http://bankrupt.com/misc/DMechanicsLiens.pdf

   Secured Tax Claims
    Salt Lake County Treasurer                               0

E. Creditors Holding Unsecured Priority Claims
   Priority Claims - Sales and Use Tax Liabilities
    Utah State Tax Commission                                0
   Priority Claims - Franchise Tax Claims
    Murray City                                              0
    Delaware Secretary of State                              0

F. Creditors Holding Unsecured Non-priority Claims
   Accounts Payable                                    204,308
    See http://bankrupt.com/misc/F1AccountsPayable.pdf

   Tenant Obligations
    AT&T                                          Unliquidated
    Journeys Kidz                                          150
    Nordstrom, Inc.                                      6,523

   TOTAL SCHEDULED LIABILITIES                    $151,442,514
   ===========================================================

                       About General Growth

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

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

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


GENERAL GROWTH: Fashion Place's Statement of Fin'l Affairs
----------------------------------------------------------
Fashion Place, LLC, states that during the two years preceding
the Petition Date, it received income from gross sales from
operations, excluding intercompany operations:

Year                     Income
----                     ------
2007                   $20,952,937
2008                    21,179,897
2009                     5,488,276

Edmund Hoyt, senior vice president and chief financial officer of
the Debtors, discloses that two years preceding the Petition
Date, the Debtor received income from sources other than the
operation of its business:

Year                     Income
----                     ------
2007                   $367,444
2008                    328,972
2009                     65,020

Mr. Hoyt notes that the Debtors made payments aggregating
$2,917,404 creditors within 90 days immediately preceding the
Petition Date.  A schedule of the payments made to creditors is
available for free at:

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

Similarly, the Debtor made payments totaling $8,296,969, within
one year immediately preceding the Petition Date to creditors who
are or were insiders.  A schedule of the payments made to
insiders is available for free at:

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

Moreover, the Debtor incurred a $5,000 loss due to damaged mall
sprinkler pipes, within a year preceding the Petition Date.

The Debtor also recorded two transfers made to Nordstrom, Inc.
within two years before the Petition Date, with respect to a
2.145-acre land and parcel swap amounting to $0.

In the ordinary course of business, Fashion Place may be
obligated to withhold amounts from the paychecks of various
regular employees in connection with garnishment orders or other
state law withholding orders.  As Fashion Place believes that
these amounts do not constitute property of the estate, it did
not list those amounts.  Fashion Place also has not listed any
garnishment out of concerns for the confidentiality of its
employees, Mr. Hoyt says.

The Debtor closed a bank account in M&T Bank within a year before
the Petition Date

In the ordinary course of its business prior to the Petition
Date, Fashion Place routinely agreed to provide rent credits or
other setoffs to tenants under real property leases as a result
of tenant overpayments of non-rent items, tenant improvement
allowances and other matters.  In light of their size, Fashion
Place has not reflected those setoffs.

                       About General Growth

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

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

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


GENERAL GROWTH: Stonestown Shopping's Schedules of Assets & Debts
-----------------------------------------------------------------
A.  Real Property
    Owned
     Mall - San Francisco, California             $278,883,850
     Office Building - San Francisco, California    13,431,278

B.  Personal Property

B.1 Cash on hand
    Petty cash - cash drawer                               500

B.9 Interests in insurance policies
    Lexington Insurance Company Lead & Others           52,765
    Liberty Insurance Co. - GL, WC, Auto                 1,761

B.13 Stock and interests in incorporated and
     Unincorporated                               Undetermined
     See http://bankrupt.com/misc/B13Interests.pdf

B.16 Accounts receivable                             2,555,550

B.22 Patents, copyrights and other intellectual
     property
     Domain Names                                 Undetermined

B.24 Customer lists or other compilations         Undetermined

B.25 Automobiles, trucks, trailers, and other vehicles   8,895

B.28 Office equipment, furnishings, and supplies         5,686

B.29 Machinery, fixtures, equipment and supplies       430,542

B.35 Other personal property
     Prepaid expenses & other assets                    50,951

    TOTAL SCHEDULED ASSETS                        $295,421,778
    ==========================================================

D. Creditors Holding Secured Claims
   Secured Debt
    Midland Loan Services, Inc.                   $273,659,011
   Mechanics Liens
    San Francisco Commercial Builders                   16,699
   Secured Tax Claims
    San Francisco Tax Collector                              0

E. Creditors Holding Unsecured Priority Claims
   Priority Claims - Sales and Use Tax Liabilities           0
    State Board of Equalization                              0
   Priority Claims - Franchise Tax Claims
    City & County of San Francisco Office
     of Treasurer & Tax Collector                            0
    Delaware Secretary of State                              0

F. Creditors Holding Unsecured Non-priority Claims
   Accounts Payable
   See http://bankrupt.com/misc/F1AccountsPayable.pdf 354,927

   Litigation
    McGrath, Barbara                              Unliquidated
    Rodriguez, Ruben                              Unliquidated
   Tenant Obligations
    AT&T                                                 2,372
    Sprint                                                  71

   TOTAL SCHEDULED LIABILITIES                    $274,033,079
   ===========================================================

                       About General Growth

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

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

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


GENERAL GROWTH: Stonestown Shopping's Statement of Fin'l Affairs
----------------------------------------------------------------
Stonestown Shopping Center, L.P., reports that during the two
years immediately preceding the Petition Date, it received income
from gross sales from operations, excluding intercompany
operations:

Year                     Income
----                     ------
2007                   $32,840,965
2008                    29,468,938
2009                     7,214,613

Edmund Hoyt, senior vice president and chief financial officer of
the Debtors, discloses that two years immediately preceding the
Petition Date, the Debtor received income from sources other than
the operation of its business:

Year                     Income
----                     ------
2007                   $475,613
2008                    350,689
2009                     19,890

Mr. Hoyt notes that the Debtors made payments aggregating
$3,028,360 to creditors within 90 days immediately preceding the
Petition Date.  A schedule of the payments made to creditors is
available for free at:

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

Similarly, Mr. Hoyt says that the Debtor made payments totaling
$8,296,969, within one year immediately preceding the Petition
Date to creditors who are or were insiders.  A schedule of the
payments made to insiders is available for free at:

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

In the ordinary course of business, Stonestown Shopping may be
obligated to withhold amounts from the paychecks of various
regular employees in connection with garnishment orders or other
state law withholding orders.  However, Stonestown Shopping
believes that these amounts do not constitute property of the
estate and, thus did not list those amounts and has not listed
any garnishment out of concerns for the confidentiality of
Stonestown Shopping's employees, Mr. Hoyt says.

Stonestown Shopping is a defendant to two suits commenced
separately by Barbara McGrath and Ruben Rodriguez and Chely
Rodriguez-Lopez.

In the ordinary course of its business prior to the Petition
Date, Stonestown Shopping routinely agreed to provide rent
credits or other setoffs to tenants under real property leases as
a result of tenant overpayments of non-rent items, tenant
improvement allowances and other matters.  In light of their
size, Stonestown Shopping has not reflected those setoffs.

                       About General Growth

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

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

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


GEORGETOWN GOLF CLUB: Case Summary & 23 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Georgetown Golf Club, Inc.
        258 Andover Street
        Georgetown, MA 01833

Bankruptcy Case No.: 09-18710

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
New England Golf Partners, Inc.                    09-18711
Georgetown Links, LLC                              09-18715

Chapter 11 Petition Date: September 11, 2009

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

Judge: William C. Hillman

Debtor's Counsel: Kara Zaleskas, Esq.
                  Duane Morris LLP
                  470 Atlantic Avenue, Suite 500
                  Boston, MA 02210
                  Tel: (857) 488-4200
                  Fax: (857) 488-4201
                  Email: kmzaleskas@duanemorris.com

                  Paul D. Moore, Esq.
                  Duane Morris LLP
                  470 Atlantic Avenue, Suite 500
                  Boston, MA 02210
                  Tel: (857) 488-4200

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

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

A full-text copy of the Debtors' petition, including a list of
their 23 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/mab09-18710.pdf

The petition was signed by Peter Wojtkun.


GOERTZ + SCHIELE: Case Summary 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Goertz + Schiele Corporation
        1750 Summit Drive
        Auburn Hills, MI 48326

Bankruptcy Case No.: 09-68237

Chapter 11 Petition Date: September 11, 2009

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

Judge: Thomas J. Tucker

Debtor's Counsel: Drew S. Norton, Esq.
                  199 Pierce, Suite 202
                  Birmingham, MI 48009
                  Tel: (248) 203-9940
                  Fax: (248) 203-9950
                  Email: drew@nortonlawyers.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/mieb09-68237.pdf

The petition was signed by Werner Beerman, vice president of the
Company.


GIGOPTIX INC: Neg. Cash Flows May Affect Going Concern
------------------------------------------------------
GigOptix, Inc., recorded a net loss of $1,624,000 on revenue of
$8,543,000 against a net loss of $3,700,000 on revenue of
$3,929,000 for six months ended July 5, 2009.

The Company had total assets of $11,948,000 against total debts of
$3,460,000 as of July 5, 2009.

The Company said its significant recent operating losses and
negative cash flows, among other factors, raise substantial doubt
as to its ability to continue as a going concern.

GigOptix, Inc., provides electronic engines for the optically
connected digital world and other advanced RF applications.
GigOptix was formed in March 2008 as a wholly owned subsidiary of
Lumera Corporation to facilitate a combination with Lumera.
Before the combination, which was effected by two mergers,
collectively referred to as the "merger", GigOptix had no
operations or material assets.


GOTTSCHALKS INC: NKT to Acquire Somersville Anchor Store
--------------------------------------------------------
Gottschalks Inc.'s anchor store at Somersville Towne Center, which
closed after the Company's bankruptcy filing, is being sold to NKT
Commercial for $1.5 million, court documents say.

Contra Costa County property records show that the store was
valued at $9.5 million in July 2008.

George Avalos at MercuryNews.com reports that the quoted
Gottschalks chief operating officer J. Gregory Ambro as saying,
"The debtor received multiple offers for the property."

According to MercuryNews.com, Rosetti Co. helped arrange NKT's
purchase of the property.

Citing Rosetti's principal executive John Rosetti, MercuryNews.com
relates that NKT is in talks with two or three retailers that are
very interested in the site.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states.  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as the Debtors' co-counsel.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
official committee of unsecured creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in
total assets and $197,072,000 in total debts.


GREENSHIFT CORP: Increases Number of Authorized Common Shares
-------------------------------------------------------------
GreenShift Corporation on September 8, 2009, filed with the
Delaware Secretary of State a Certificate of Amendment of its
Certificate of Incorporation.  The effect of the amendment was to
increase the number of authorized shares of common stock.  The
total number of shares of all classes of stock which the
Corporation will have authority to issue is 10,005,000,000,
consisting of 5,000,000 shares of Preferred Stock, par value
$0.001 per share, and 10,000,000,000 shares of Common Stock, par
value $0.001 per share.

As of June 30, 2009, the Company had $20,799,615 in total assets
and $73,835,046 in total liabilities, resulting in $53,035,432 in
stockholders' deficit.

GreenShift said management intends to raise capital from debt and
equity transactions to fund operations, to increase revenue and to
cut expenses to reduce the loss from operations.  There can be no
assurances that the Company will be able to eliminate both its
working capital deficit and its operating losses.

GreenShift Corporation develops and commercializes clean
technologies that facilitate the efficient use of natural
resources.  It owns four corn oil extraction facilities located in
Oshkosh, Wisconsin; Medina, New York; Marion, Indiana; and Riga,
Michigan.  It has also installed one facility in Albion, Michigan
under a modified version of its market offering where clients paid
the Company to build the extraction facility.


HTG REAL: U.S. Trustee Sets Sec. 341(a) Meeting for September 21
----------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in HTG Real Property Management Inc.'s Chapter 11 case on
Sept. 21, 2009, at 11:30 a.m.  The meeting will be held at San
Antonio Room 333, U.S. Post Office Bldg., 615 E. Houston St., San
Antonio, Texas.

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

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

San Antonio, Texas-based HTG Real Property Management Inc. filed
for Chapter 11 on Aug. 27, 2009 (Bankr. W.D. Tex. Case No. 09-
53282).  Steven G. Cennamo, Esq., represents the Debtor in its
restructuring effort.  The Debtor did not file a list of its 20
largest unsecured creditors when it filed its petition.  In its
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $500,001 to $1,000,000 in debts.


HTG REAL: Wants Schedules Filing Extended Until September 16
-------------------------------------------------------------
HTG Real Property Management Inc. asks the U.S. Bankruptcy Court
for the Western District of Texas to extend until Sept. 16, 2009,
the time to file its schedules of assets and liabilities and
statement of financial affairs.

San Antonio, Texas-based HTG Real Property Management Inc. filed
for Chapter 11 on Aug. 27, 2009 (Bankr. W.D. Tex. Case No. 09-
53282).  Steven G. Cennamo, Esq., represents the Debtor in its
restructuring effort.  The Debtor did not file a list of its 20
largest unsecured creditors when it filed its petition.  In its
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $500,001 to $1,000,000 in debts.


INFOLOGIX INC: June 30 Balance Sheet Upside-Down by $28 Million
---------------------------------------------------------------
InfoLogix, Inc.'s balance sheet at June 30, 2009, showed total
assets of $45,056,000 and total liabilities of $72,795,000,
resulting in a stockholders' deficit of $27,739,000.

For three months ended June 30, 2009, the Company posted a net
loss of $4,781,000 compared with a net loss of $540,000 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $9,451,000 compared with a net loss of $1,533,000 for the same
period in 2008.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that at
June 30, 2009, it had cash and cash equivalents of $3,518,000
compared to $3,037,000 at Dec. 31, 2008.  Pursuant to a covenant
in a loan and security agreement with its senior lender, it is
required to maintain a minimum cash balance of $2,500,000.

The Company's primary current and contingent cash obligations
arise under its Loan and Security Agreement with Hercules
Technology Growth Capital, Inc., its earn out agreements with
Healthcare Informatics Associates, Inc. or Delta Health, Inc., and
its note payable to HIA.  The Company in discussions with HIA and
Delta regarding the accrued earn out liabilities.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?44b0

InfoLogix, Inc. (NASDAQ:IFLG) is a provider of enterprise mobility
solutions for the healthcare and commercial industries.  It
provides these solutions to its customers by utilizing a
combination of products and services, including consulting,
business software applications, managed services, mobile
workstations and devices, and wireless infrastructure.  It sells
wireless communication and computing devices, including mobile
workstations that connect to a customer's wireless network so that
information can be accessed from any location within the
enterprise.  InfoLogix also implements customized software
applications and provides radio frequency identification
technology, a data-exchange method using transponders that store
and remotely send or retrieve information, to enable the
transmission and processing of that information between the
customer's information system and its wireless communication and
computing devices.  In May 2008, it acquired Delta Health Systems,
Inc. and Aware Interweave, Inc.


INVENTIV HEALTH: Moody's Gives Positive Outlook on 'B1' Rating
--------------------------------------------------------------
Moody's Investors Service changed the outlook of inVentiv Health
Inc. to positive from stable.  Concurrently Moody's affirmed the
ratings including the Ba3 Corporate Family Rating, the B1
Probability of Default Rating and the Speculative Grade Liquidity
Rating of SGL-1.

The positive outlook reflects the improved free cash flow
consistency and the maintenance of credit metrics that are strong
for the rating category.  Importantly, inVentiv appears to have
become less aggressive with respect to acquisitions and Moody's
believe the company is more likely to use free cash flow to repay
debt than in the past.  As such, despite the lower than expected
organic growth and continued industry headwinds, inVentiv remains
very well positioned in the Ba3 rating category as acquisition
risk and cash flow volatility had been two significant factors
constraining the ratings.

The Ba3 Corporate Family Rating is supported by inVentiv's strong
competitive position in its core markets, moderate financial
leverage and very good liquidity profile.  The Ba3 rating is
constrained by a number of risks inherent in the business
including: project cancellations due to FDA non-approval decisions
or generic competition of client's products, reduced client
marketing budgets, pharmaceutical industry consolidation and
fixed-price contracts in which inVentiv takes on the risk of cost-
overruns.  The Ba3 rating is also constrained by customer
concentration risk as 50% of revenues are generated from
inVentiv's top 10 customers.

See Moody's updated credit opinion on inVentiv on www.moodys.com.

These ratings were affirmed:

  -- Ba3 Corporate Family Rating

  -- B1 Probability of Default rating

  -- SGL-1 Speculative Grade Liquidity rating

  -- $50 million Senior Secured Revolver due 2013, Ba3 (LGD3/30%)

  -- $330 million Senior Secured Term Loan due 2014, Ba3
     (LGD3/30%)

The last rating action was June 27, 2007 when Moody's assigned
ratings to the new credit facility.

inVentiv, headquartered in Somerset, New Jersey, is a leading
provider of outsourced services to the pharmaceutical, life
sciences and healthcare industries.  The company supports a broad
range of clinical development, communications, and
commercialization activities to pharmaceutical companies and also
provides medical cost containment services to payors in its
patient outcomes business.  For the twelve months ended June 30,
2009, the company reported approximately $1.1 billion in gross
revenues.


JACKS COMPANY LLC: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Jacks Company LLC
        5400 N Preston Hwy
        Louisville, KY 40229

Bankruptcy Case No.: 09-34647

Chapter 11 Petition Date: September 11, 2009

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: David M. Cantor, Esq.
                  Seiller Waterman LLC
                  462 S. 4th Street, Suite 2200
                  Louisville, KY 40202
                  Tel: (502) 584-7400
                  Email: cantor@derbycitylaw.com

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

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

A full-text copy of the Debtor's petition, including a list of its
5 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/kywb09-34647.pdf

The petition was signed by Jack A. Helmick, managing member of the
Company.


JOAQUIN DEVELOPMENT LC: Case Summary & 6 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Joaquin Development, LC
        727 North 1550 East Suite 400
        Orem, UT 84097

Bankruptcy Case No.: 09-29694

Chapter 11 Petition Date: September 10, 2009

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

Judge: R. Kimball Mosier

Debtor's Counsel: Alan L. Smith, Esq.
                  1492 Kensington Avenue
                  Salt Lake City, UT 84105
                  Tel: (801) 521-3321
                  Fax: (801) 521-5321

                  Stephen G. Stoker, Esq.
                  Stoker Swinton & Cannon
                  311 South State Street, Suite 400
                  Salt Lake City, UT 84111
                  Tel: (801) 359-4000
                  Fax: (801) 359-4004
                  Email: sgstoker@ssc-law.net

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

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

A list of the Company's 6 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/utb09-29694.pdf

The petition was signed by L. Wayne Ross, manager of the Company.


KOOSHAREM CORP: S&P Junks Corporate Credit Rating From 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered Koosharem Corp.'s
corporate credit rating to 'CCC' from 'B-'.  The outlook is
negative.

S&P's lowered the issue-level rating on the company's $509 million
senior secured credit facilities.  S&P lowered the bank loan
rating on the $409 million first-lien credit facility to 'CCC'
from 'B-', and revised the recovery rating on this debt to '4'
from '3', indicating S&P's expectation of average (30%-50%)
recovery of principal in the event of a payment default.  S&P's
revision of the recovery rating reflects a lower enterprise value
under S&P's default analysis than S&P had previously used, as S&P
has lowered its emergence enterprise multiple to 4.0x from 4.5x
due to continued downward pressure on distressed asset sale
multiples.  The multiple also considers S&P's conservative
assumptions regarding the company's ability to retain asset value
given a lack of tangible assets and low specialization of its
services.

In addition, S&P lowered the issue-level rating on the company's
$100 million second-lien term loan B due 2014 to 'CC' from 'CCC'.
The second-lien recovery rating remains at '6', indicating S&P's
expectation of negligible (0%-10%) recovery of principal in the
event of a payment default.

"The downgrade reflects the effect of the recession on the
company's operating performance, the company's limited liquidity,
extremely narrow margin of compliance under its first-lien debt
leverage covenant, and limited liquidity," said Standard & Poor's
credit analyst Hal Diamond.

The company had a minimal margin of compliance under its first-
lien debt leverage covenant for the second quarter ended June 14,
2009.  S&P expects that the company will need to amend the credit
agreement to seek more permanent covenant relief, which could
entail upfront consent fees and a considerable increase in
borrowing costs under current credit market conditions.  This
would, in S&P's view, result in negative discretionary cash flow
and exacerbate the company's already thin liquidity.

Santa Barbara, Calif.-based Koosharem had total debt of
$559 million as of July 12, 2009.  Koosharem is a smaller player
in the highly competitive and cyclical temporary staffing industry
with slightly less than half of its revenues generated in
California.  The recession has adversely affected operating
performance and management has implemented aggressive cost-cutting
measures, including consolidating several brands within offices.
However, S&P believes that these actions will not meaningfully
ease covenant pressures amid rising unemployment and competitive
industry pricing.


LANDAMERICA FIN'L: LACS's Schedules of Assets & Liabilities
-----------------------------------------------------------
A.     Real Property                                      None

B.     Personal Property
B.1    Cash on hand                                       None
B.2    Bank Accounts
       Bank of America Operating Account - 8278        $53,100
B.3    Security Deposits
       Real State Security Deposits                     25,434
B.9    Interests in Insurance Policies                    None
B.12   Interests in IRA, ERISA, other Pension Plans       None
B.13   Business Interests and stocks                      None
B.14   Interests in partnerships                          None
B.16   Accounts Receivable, net of reserves          1,518,187
B.18   Other Liquidated Debts                             None
B.20   Contingent and noncontingent interest              None
B.21   Other Contingent & Unliquidated Claims             None
B.22   Patents                                            None
B.23   General Intangibles                                None
B.24   Customer lists                                     None
B.25   Vehicles                                           None
B.27   Aircraft and accessories                           None
B.28   Office equipment, furnishings and supplies
       Property Plant and Equipment                    265,779
B.29   Machinery                                          None
B.30   Inventory                                          None
B.35   Other Personal Property
       Prepaid Expenses                                 77,969

       TOTAL SCHEDULED ASSETS                       $1,940,469
       =======================================================

C.   Property Claimed as Exempt                           None

D.   Secured Claim                                        None

E.   Unsecured Priority Claims                         Unknown
    See: http://ResearchArchives.com/t/s?43f7

F.   Unsecured Non-priority Claims
     LandAmerica Financial Group, Inc.             $13,754,416
     Trans Union LLC                                   142,322
     Geodata Research Systems, Inc.                    128,638
     Experian                                           95,017
     Redacted Customer 2161                             60,932
     Redacted Customer 2159                             43,280
     Redacted Customer 1046                             19,037
     Redacted Customer 2160                             18,478
     Others                                            295,024
     See: http://ResearchArchives.com/t/s?43f8

       TOTAL SCHEDULED LIABILITIES                 $14,557,144
       =======================================================

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion W. Hayes,
Esq., and John H. Maddock III, Esq., at McGuireWoods LLP, are the
Debtors' bankruptcy counsel.  In its bankruptcy petition, LFG
listed total assets of $3,325,100,000, and total debts of
$2,839,800,000 as of Sept. 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

LandAmerica Credit Services, Inc., filed for Chapter 11 in July
2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: LACS's Statement of Financial Affairs
--------------------------------------------------------
G. William Evans, president and chief financial officer of
LandAmerica Credit Services, Inc., reported that the company has
gained $18,693,337 from its business operations during the two
years before the Petition Date:

   Period                                    Amount
   ------                                 ------------
   January 2009 to August 28, 2009        ($6,647,865)
   Fiscal Year 2008                       (15,252,530)
   Fiscal Year 2007                       (29,236,822)

LandAm Credit paid or transferred an aggregate of $3,502,734 to
creditors within 90 days immediately before the Petition Date, a
list of which is available for free at:

        http://bankrupt.com/misc/LandAmCredit_SOFAs_3b.pdf

LandAm Credit also made payments, totaling $ $21,811, to
"insiders" as the term is defined under Section 101(31) of the
Bankruptcy Code within one year immediately preceding the
Petition Date for the benefit of creditors who are insiders.  A
list of the insider transfers is available for free at:

         http://bankrupt.com/misc/LandAmCredit_SOFAs_3c.pdf

LandAm Credit is a party to several lawsuits and administrative
proceedings within one year immediately preceding the Petition
Date:

Suit Caption                     Nature             Status
------------                 ---------------        ------
Davis, Larry, Jr. V.         FCRA Violations        Dismissed
Trans Union, LLC, Et Al.
Case No. 4:09-Mc-00194

In Re People's Choice Home   Preference Action      Pending
Loan, Inc Case No.
8:07-bk-10765 RK Chap. 11

In Re Mortgage Lenders       Preference Action      Pending
Network USA, Inc.
Case No. 07-10146 (PJW)

In Re Mortgage Lenders       Preference Action      Pending
Network USA, Inc.
Case No. 07-10146 (PJW)
Av. Proc. No. 09-50068 PJW

Mr. Evans relates that all payments related to professional
services rendered to LandAm Credit in connection with its Chapter
11 filing have been made by LandAmerica Financial Group, Inc.

LandAm Credit has been a member of a consolidated group for tax
purposes within six years immediately the Petition Date, under
parent company, LandAmerica Financial Group, Inc., with Tax
Identification No. 54-1589611.

LandAmerica Financial Group, Inc., owns 100% of LandAm Credit's
common stocks.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion W. Hayes,
Esq., and John H. Maddock III, Esq., at McGuireWoods LLP, are the
Debtors' bankruptcy counsel.  In its bankruptcy petition, LFG
listed total assets of $3,325,100,000, and total debts of
$2,839,800,000 as of Sept. 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

LandAmerica Credit Services, Inc., filed for Chapter 11 in July
2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LEAR CORP: Files 1st Amended Joint Plan of Reorganization
---------------------------------------------------------
Lear Corporation and its 23 debtor affiliates delivered to the
U.S. Bankruptcy Court for the Southern District of New York their
First Amended Joint Plan of Reorganization and accompanying
Disclosure Statement on September 12, 2009.

Under the First Amended Plan, the Debtors revised the
classification and treatment of claims to include Class 7A
Subordinated Claims.  Equity Interests in Lear Corporation and
Intercompany Interests in Group A Debtors, previously classified
as Classes 7A-1 and 7A-2, are now classified as 8A-1 and 8A-2.

Moreover, under the Amended Plan:

  -- the provision for "Claims Payable by Insurance Carrier"
     and "Waiver or Estoppel" were stricken; and

  -- third party and exculpation provisions were revised.

To recall, the Debtors' Plan provides for substantive
consolidation of two groups of Debtor Estates -- the Group A
Debtors and the Group B Debtors.  If substantive consolidation is
approved by the Bankruptcy Court, then on and after the Effective
Date, all assets and liabilities of the Group A Debtors and the
Group B Debtors will be treated as though they were merged into
one Estate of the Group A Debtors and one Estate of the Group B
Debtors for all purposes, including voting, confirmation and
distribution pursuant to the Plan.  Furthermore, all guarantees
by any Group A Debtor and Group B Debtor, as well as any joint
and several liability of any of Group A Debtor or Group B Debtor
with respect to any Group A or Group B Debtor will be treated as
one collective obligation of the Group A Debtors or the Group B
Debtors.

The First Amended Plan provides that substantive consolidation
will not affect the legal and organizational structure of the
Reorganized Debtors or their separate corporate existences or any
prepetition or postpetition guarantees, liens, or security
interests that are required to be maintained under the Bankruptcy
Code, under the Plan, or, in connection with contracts or leases
that were assumed or entered into during the Chapter 11 cases.
Any alleged defaults under any applicable agreement with the
Debtors, the Reorganized Debtors, or the Affiliates arising from
substantive consolidation under the Plan will be deemed cured as
of the Effective Date.

                 Other Amended Provisions

A. Exit Financing

On the effective date of the Plan, the Reorganized Debtors will
consummate the Exit Facility.  In accordance with the Exit
Financing Agreement, the Reorganized Debtors will use proceeds of
the Exit Financing Agreement to pay or refinance the DIP Facility
Claims.  Reorganized Lear Corporation will make payments of
principal and interest in accordance with the terms and
conditions of the Exit Financing Agreement; provided that
the loans under the Exit Facility are subject to prepayment on
account of the Excess Cash Paydown.

B. New BOD

The New Board of Directors will consist of Reorganized Lear
Corporation's Chairman, President and Chief Executive Officer and
eight other directors.  The identity of the members of the New
Board will be disclosed in the Plan Supplement.

C. Rejection Damages Claim

Any Proofs of Claim asserting Claims arising from the rejection
of the Debtors' Executory Contracts or Unexpired Leases pursuant
to the Plan or otherwise must be filed by holders of the Claims
with the Notice, Claims and Solicitation Agent no later than
30 days after the later of (1) the Effective Date or (2) the
effective date of rejection for the Holders to be entitled
to receive distributions under the Plan on account of the Claims;
provided that any Claims must be filed by no later than October
2, 2009, at 5:00 p.m., prevailing Eastern Time, for the Holder of
the Claim to be entitled to vote on the Plan.  Any Holder of
Claims filing a Proof of Claim arising from the rejection of the
Debtors' Executory Contracts or Unexpired Leases that does not
timely File a Proof of Claim will not (a) be treated as a
creditor with respect to the Claim, (b) be permitted to vote to
accept or reject the Plan or (c) participate in any distribution
in the Chapter 11 Cases on account of the Claim, and the Claim
will be deemed fully satisfied, released, and discharged,
notwithstanding anything in the Schedules or a Proof of Claim to
the contrary.

D. Compensation and Benefit Claims

Consistent with the Plan Support Agreements and the Plan Term
Sheet and notwithstanding anything to the contrary in the Plan or
otherwise, any and all Compensation and Benefit Claims --
including, but not limited to, Claims relating to the Debtors'
supplemental employee retirement program -- are Unimpaired and
entitled to full payment.

E. Retiree Benefits

Notwithstanding anything to the contrary in the Plan or
otherwise, (a) the Reorganized Debtors' obligations, if any, to
pay all "retiree benefits" will continue and (b) all of the
Debtors' qualified pension plans will continue.

F. Voting of Claims Subject to Objection

Holders of Claims for which an objection is pending on or after
the Voting Record Date are not entitled to vote on the Plan.  The
Debtors will send notice to relevant Holders that their Claims
are subject to pending objection.  Any Holders of a Claim for
which an objection is pending on or after the Voting Record Date
cannot vote any disputed portion of the Claim unless one or more
of these Resolution Events have taken place by no later than
October 19, 2009:

  * an order of the Bankruptcy Court is entered allowing the
    Claim pursuant to Section 502(b) of the Bankruptcy Code,
    after notice and a hearing;

  * an order of the Bankruptcy Court is entered temporarily
    allowing the Claim for voting purposes only pursuant to
    Rule 3018(a) of the Federal Rules of Bankruptcy Procedure,
    after notice and a hearing;

  * a stipulation or other agreement is executed between the
    Holder of the Claim and the Debtors resolving the objection
    and allowing the Claim in an agreed upon amount;

  * a stipulation or other agreement is executed between the
    Holder of the Claim and the Debtors temporarily allowing the
    Holder of the Claim to vote its Claim in an agreed upon
    amount; or

  * the pending objection to the Claim is voluntarily withdrawn
    by the Debtors.

            Valuation of the Reorganized Debtors

The First Amended Plan relates that prior to the Petition Date,
in preparation for discussions with the Prepetition Credit
Agreement Lenders regarding a comprehensive debt restructuring,
the Debtors, in conjunction with their advisors, prepared an
analysis that demonstrated a framework for the distribution of
value between the Debtors' prepetition secured and unsecured
creditors.  The Debtors' analysis was prepared, in part, by using
the Debtors' post-emergence operating performance projections --
which assume, among other things, a return to more normalized
light vehicle production levels -- and estimated enterprise value
multiples.  The Debtors provided their analysis to the steering
committee of Prepetition Credit Agreement Lenders and the
Noteholder Steering Committee during prepetition negotiations
with these parties regarding the terms of a consensual debt
restructuring that would significantly reduce the Debtors' debt
load.

In addition to this value analysis, the Debtors and their
advisors provided additional substantial operational and
financial information to the steering committee of the
Prepetition Credit Agreement Lenders and the Noteholder Steering
Committee.  With this information, advisors for certain
Prepetition Credit Agreement Lenders and holders of the Unsecured
Notes, representing in excess of 75 sophisticated financial
institutions that are familiar with the Debtors' operations and
the automotive supplier industry proceeded to conduct their own
analyses regarding distribution of value.

In the weeks leading up to the Petition Date, negotiations among
the Debtors, certain lenders and noteholders focused on achieving
an agreed upon distributable value to use for purposes of
determining equity distributions under the Plan to the Debtors'
creditors and determining the value of, and form of recovery --
i.e., new debt, preferred stock, common stock or cash -- provided
to, the Prepetition Credit Agreement Lenders' secured claim.
During these negotiations and after careful consideration, the
parties discussed the total distributable value available to the
Debtors' prepetition creditors, the Reorganized Debtors' post-
Effective Date Cash balance and post-emergence debt.  Ultimately,
in connection with the Plan Term Sheet, the Consenting Lenders
and Consenting Noteholders agreed upon a distributable value of
$3.054 billion.

For purposes of the Plan, assuming it is consummated, and this
Disclosure Statement, the Debtors, the Consenting Lenders and the
Consenting Noteholders have agreed upon a distributable value of
the Reorganized Debtors, as of the Petition Date, of
approximately $3.054 billion, implying a net equity value of
approximately $1.909 billion.  This agreed upon value is without
prejudice to the rights of creditors and any party-in-interest,
including the Debtors and the Reorganized Debtors to assert that
the distributable value is higher or lower than $3.054 billion
in the event the Plan is not confirmed and consummated.

                                  As of the Petition Date
                                  -----------------------
  Distributable Value......................$3.054 billion
     Less: Post-Emergence Debt............ $1.145 billion
  New Equity Value ........................$1.909 billion

The $1.145 billion of post-emergence debt assumes that
Reorganized Lear does not have Minimum Liquidity in excess of
$1.0 billion as of the Effective Date to redeem or prepay the
Series A Preferred Stock, the New Terms Loans or the Exit
Facility pursuant to the Excess Cash Paydown.  As part of
the prepetition discussions regarding the Plan Term Sheet, the
Consenting Lenders and Consenting Noteholders evaluated
Reorganized Lear's expected cash balance upon emergence from
Chapter 11.  These parties ultimately agreed upon a mechanism by
which any excess cash over $1.0 billion would pay down a
certain amount of the Series A Preferred Stock, the New Term
Loans and the Exit Facility.  Under this Excess Cash Paydown
mechanism, (a) any excess cash over $1.0 billion will (i) first
be used to redeem the Series A Preferred Stock in an aggregated
stated value of up to $50 million, (ii) second, prepay the New
Term Loans in an aggregate amount of up to $50 million and (b) if
Reorganized Lear maintains more than $1.1 billion of cash on the
Effective Date, any excess cash will prepay the loans under the
Exit Facility.  In effect, the Excess Cash Paydown may reduce the
amount of post-emergence debt.  Whether the Debtors maintain cash
in excess of $1.0 billion on the Effective Date depends, among
other things, upon the results of the Debtors' business, general
economic conditions and conditions in the industry in which the
Debtors operate.

                       Plan Supplements

The Debtors note that they will file a Plan Supplement by no
later than 10 business days before the deadline for the delivery
of executed Ballots and Master Ballots voting to accept or
reject the Plan.

The Bankruptcy Court approved October 26, 2009, 5:00 p.m.,
prevailing Eastern Time, as the Voting Deadline.

The Bankruptcy Court approved the close of business on September
14, 2009, as the Voting Record Date.

The Court will convene a hearing on November 5, 2009, at 10:00
a.m., prevailing Eastern Time, to consider confirmation of the
Plan.  Parties have until October 26, 2009, at 4:00 p.m., to file
objections to the Plan.

Blacklined copies of the Debtors' First Amended Plan and
Disclosure statement are available for free at:

  http://bankrupt.com/misc/Lear_BlacklinedAmPlan.pdf
  http://bankrupt.com/misc/Lear_BlacklinedAmendedDS.pdf

Final copies of the Debtors' 1st Amended Plan and Disclosure
Statement are available for free at:

  http://bankrupt.com/misc/Lear_1stAmPlan.pdf
      http://bankrupt.com/misc/Lear_1stAmDisclosure.pdf

                   Treatment of Claims Under Plan

Under the Debtors' First Amended Joint Plan of Reorganization, all
claims against the Debtors, other than DIP Facility Claims,
Administrative Claims and Priority Tax Claims, are classified into
eight classes:

                     Group A Debtors

                                                    Estimated
            Estimated           Estimated         Percentage
         Aggregate Amount      Percentage         Recovery of
        of Allowed Claims    Recovery of Allowed  Class Under
        or Equity Interest   Claims or Interest   Chapter 7
Class     Under the Plan      Under the Plan       Liquidation
-----    ------------------   ------------------   ------------
1A       $14,800,000               100%              100%
2A           N/A                   100%              100%
3A     1,600,000,000               100%              100%
4A       409,800,000               100%             10.4%
5A     2,104,491,000                42%             10.4%
6A           N/A                    25%             10.4%
7A           N/A                     0%                0%
8A-1         N/A                     0%                0%
8A-2         N/A                   100%                0%

Classes 1A, 2A, 4A, and 8A-2 are Unimpaired.  Classes 3A, 5A, 6A,
7A, and 8A-1 are Impaired.

                        Group B Debtors
                                                     Estimated
           Estimated             Estimated          Percentage
         Aggregate Amount     Percentage Recovery   Recovery of
        of Allowed Claims     of Allowed Claims     Class under
        or Equity Interest    or Equity Interest    Chapter 7
Class     Under the Plan       Under the Plan        Liquidation
-----    -----------------     ------------------    -----------
1B        $4,300,000               100%                100%
2B           N/A                   100%                100%
3B       284,800,000               100%               35.9%
4B           N/A                   100%                  0%

Classes 1B to 4B are Unimpaired.

In any class in which the Debtors have marked "N/A" in the column
regarding Allowed Claims or Interests, the Debtors either (a)
estimate that at the conclusion of the Claims objection,
reconciliation, estimation and resolution process there will be
no or de minimis amounts of Claims or Interests in that class or
(b) do not have sufficient information, at this time, to
adequately estimate the amount of claims in that class.

Holders of Class 7A Subordinated Claims will not receive any
distribution, and will be discharged, canceled, released, and
extinguished as of the effective date of the Plan.  Holders of
Class 7A Subordinated Claims are not entitled to receive or
retain any property under the Plan; are deemed to have rejected
the Plan pursuant to Section 1126(g) of the Bankruptcy Code; and
are not entitled to vote to accept or reject the Plan.

Moreover, the First Amended Plan provides that all Compensation
and Benefit Claims against the Group A Debtors are classified as
Class 4A Unsecured Ongoing Operations Claims.  All Compensation
and Benefit Claims against the Group B Debtors are classified as
Class 3B General Unsecured Claims.  Consistent with the Plan
Support Agreements and the term sheet, any and all Compensation
and Benefit Claims are Unimpaired and entitled to full payment.

            Acceptance or Rejection of the Plan

Classes 1A, 2A, 4A, 78A-2, 1B, 2B, 3B and 4B are Unimpaired under
the First Amended Plan and are, therefore, presumed to have
accepted the Plan pursuant to Section 1126(f) of the Bankruptcy
Code.  Therefore, these Classes are not entitled to vote on the
Plan and the vote of these Claimholders will not be solicited.

Classes 7A and 8A-1 are Impaired and Holders of Class 7A
Subordinated Claims or Class 8A-1 Interests will receive no
distributions under the Plan on account of their Claims or
Interests and are therefore, presumed to have rejected the Plan
pursuant to section 1126(g) of the Bankruptcy Code.  Therefore,
Holders of Class 7A Subordinated Claims or Class 8A-1 Interests
are not entitled to vote on the Plan and the vote of the Holders
shall not be solicited.

             Classes Entitled to Vote on the Plan

Each Holder of an Allowed Claim in each of Classes 3A, 5A and 6A
will be entitled to vote to accept or reject the Plan:

  * Class 3A consist of the secured Claims arising out of
    the Debtors' Prepetition Credit Agreement.

  * Class 5A consist of any unsecured claim, other than
    Unsecured Ongoing Operations Claims, Convenience Claims or
    Subordinated Claims, against any of the Group A Debtors,
    including:

      -- Claims arising on account of the Debtors' Unsecured
         Notes;

      -- the unsecured Claims arising out of the Debtors'
         Prepetition Credit Agreement;

      -- Claims arising from the rejection of unexpired leases
         or executory contracts to which a Group A Debtor is a
         party; and

      -- Claims arising from any litigation or other court,
         administrative or regulatory proceeding, including
         damages or judgments entered against, or settlements
         entered into by a Group A Debtor.

  * Class 6A consist of any Other General Unsecured Claims
    against the Group A Debtors in an aggregate amount of
    $10,000 or less that otherwise would be classified as Class
    5A Claims.  Additionally, Holders of any Class 5A Claim in
    excess of $10,000 may elect on their ballots to have their
    Claims reduced to the amount of $10,000 and be treated as a
    Convenience Class.

All general unsecured claims relating to and arising solely from
the receipt of goods or services by the Group A Debtors held by
persons with whom the Debtors conducted, and will continue to
conduct business as of the Petition Date are classified under the
Plan as Class 4A.  Class 4A Claims will be fully satisfied and,
therefore, are Unimpaired and not entitled to vote on the Plan.
Additionally, all General Unsecured Claims against the Group B
Debtors will be fully satisfied under the Plan.

                  Amended Claims Treatment

* Class 3A

Each Holder of a Prepetition Credit Agreement Secured Claim will
receive its Pro Rata share of the Prepetition Credit Agreement
Secured Claims Distribution, which is comprised of: (a) the New
Term Loans; (b) all shares of the Series A Preferred Stock; and
(c) 35.5% of the New Common Stock issued and outstanding on the
Effective Date.  The Adequate Protection Claims of the Holders of
Prepetition Credit Agreement Secured Claims will be deemed
satisfied in full by payments made pursuant to the DIP Order.
Any replacement or other Liens created under the DIP Order will
terminate and will have no further force and effect as of the
Effective Date.

* Class 4A

Class 4A consists of Unsecured Ongoing Operations Claims that
may exist against the Group A Debtors.  Notwithstanding anything
to the contrary in the Plan or otherwise, all Compensation and
Benefit Claims against the Group A Debtors are classified as
Class 4A Unsecured Ongoing Operations Claims.

* Class 5A

Each Holder of an Other General Unsecured Claim will receive its
Pro Rata share of the Other General Unsecured Claims
Distribution, which is comprised of: (a) all shares of the New
Common Stock issued as of the Effective Date that remain after
giving effect to the distribution of the New Common Stock to
Holders of Class 3A Claims; and (b) Other General Unsecured
Claims Warrants representing 15% of Reorganized Lear
Corporation's fully-diluted outstanding New Common Stock as of
the Effective Date,  subject to dilution from the Management
Equity Plan.

* Class 3B

Class 3B consists of General Unsecured Claims that may exist
against the Group B Debtors.  Notwithstanding anything to the
contrary in the Plan or otherwise, all Compensation and Benefit
Claims against the Group B Debtors are classified as Class 3B
General Unsecured Claims.

                          About Lear Corp

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Lear Corp.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: WTC, as Indenture Trustee, Files $48.8-Bil. Claim
------------------------------------------------------------------
Wilmington Trust Company, as successor indenture trustee to
Citibank, N.A., filed a $48.8 billion claim against Lehman
Brothers Holdings Inc., on behalf of holders of various unsecured
senior notes due to mature 2009 to 2037 issued by Lehman.
Wilmington Trust says that although the total claim is
undetermined at this time, it says the total claim falls within a
range of $49,214,955,481, as provided by Citibank, to
$73,162,259,459, as provided by the Debtor.

WTC has earned and continues to earn compensation for services
rendered as trustee and continues to incur fees of its counsel
Covington & Burling LLP.

A copy of WTC's proof of claim is available for free at:
http://bankrupt.com/misc/Lehman_WTC_Claim.pdf

Meanwhile, the New York State Department of Taxation made claim
for $1.2 billion in taxes, interest and penalties from Lehman
Brothers Holdings Inc.  The state is seeking payment for tax bills
dating to 1994, according to the proof of claim. New York-based
Lehman owes $393 million in tax and interest for the 2003 tax year
and $387.9 million for 2007.  New York state said that
$1.09 billion constitutes as an "unsecured priority" claim, while
the remaining $131 million constitute as a "general unsecured"
claim.

The City of New York Department of Finance, Audit Division, filed
on June 1 a proof of claim asserting $626,999,222 for taxes owed
by LBHI.  The city of New York claims that Lehman has shortchanged
the city of $627 million in corporate and other taxes, beginning
in 1996.  Lehman, the city asserts, since January 1996 had
underpaid its general corporation tax by $614,963,094, of which
about $200 million represents interest.  The city also says the
firm failed to pay $12,036,128 in commercial rent taxes since June
2001.

As of September 13, 2009, the largest claims, according to LBHI's
claims agent, Epiq Bankruptcy Solutions LLC, filed so far in
LBHI's Chapter 11 cases are:

Claim No.      Claimant                           Claim Amount
---------      --------                           ------------
  10082         Wilmgington Trust, as
                  Indenture Trustee              $48,779,932,734
  1612          Lehman Brothers Bank, FSB         $2,192,000,000
  11037         NY State Department of
                  Taxation and Finance            $1,217,149,064
  3813          Boise Land & Timber II, LLC         $833,781,693
  1439          OMX Timber Finance Investments
                  II, LLC                           $833,171,475
  5576          New York City Dept. of Finance      $626,999,222
  4727          New York City Dept. of Finance      $626,999,222
  3338          Popolare Vita S.p.A.                $413,269,191
  8468          Credit Suisse Loan Funding          $423,036,453
  11034         Mizuho Corporate Bank, Ltd.         $336,485,299
  315, 316      Giants Stadium LLC                  $301,828,087
  4645, 7389,
    7388        Gregory, Joseph                     $232,999,549
  9825, 1283    Resona Bank, Limited                $215,053,763

PricewaterhouseCoopers LLP, the administrator of Lehman Brothers'
European units, previously said it will file a claim asserting as
much as $100 billion against LBHI.  "A significant number of
claims arise as a result of guarantees issued by the parent
company to its subsidiaries globally," PwC said in an e-mailed
statement to Bloomberg.  "These claims are exceptionally complex
and we anticipate a large amount of further work in dealing with
these claims."

Creditors worldwide are anticipated to file claims amounting to
more than $1 trillion against Lehman Brothers Holdings, Inc., and
its debtor affiliates, Harvey Miller, Esq., at Weil, Gotshal &
Manges LLP, in New York, previously said.

Persons and entities holding claims that arose or are deemed to
have arisen prior to the bankruptcy filing on September 15 have
until September 22, 2009, to file claims against the Debtors so
that those claims will be deemed timely.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEHMAN BROTHERS: PwC Appeals U.K. Court Denial of Proposed Scheme
-----------------------------------------------------------------
Partners at PricewaterhouseCoopers serving as joint administrators
of Lehman Brothers' European units have taken an appeal from the
judgment handed down by the High Court in the United Kingdom
indicating that the court does not have jurisdiction to sanction a
proposed scheme of arrangement.

As reported by the TCR on Aug. 24, 2009, the U.K. High Court
denied PwC's request for approval of a scheme of arrangement that
would have helped expedite the winding up of Lehman Brothers'
European units.  PwC proposed to divide more than 1,000 clients
into three classes and deal with the claims by class rather than
individually.  PwC had previously said it could take up to a
decade to return assets via bilateral agreements, instead of the
proposed scheme.

After consulting advisers and representatives of the creditor's
working group regarding the intention to appeal the High Court
judgment, the Joint Administrators concluded that it is
appropriate to appeal given the very significant advantages of a
scheme of arrangement when compared with the potential
alternatives, notwithstanding the complex nature of the legal
arguments and that the outcome of the appeal is uncertain.

Accordingly, the Joint Administrators filed an appeal application
on September 10, 2009, with the Court of Appeal in U.K.

GLG Partners LP, as representatives of the creditor's working
group, confirmed they intend to submit written submissions in
support of the appeal and the London Investment Banking
Association has confirmed that it will appear as respondent.  A
public hearing of the appeal will be held in due course.

The Administrators said they are anxious that the appeal process
should not lead to any unnecessary delay in the process of
returning client assets.  Therefore, in parallel with the appeal
process, they continue to make bilateral returns and to assess
possible alternative mechanisms by which they might affect the
return of client assets if the appeal is ultimately unsuccessful.
At the same time, in an effort to ensure that the appeal process
itself is progressed with as little delay as possible, they have
(with GLG) written to the Court of Appeal requesting that the
appeal be heard on an expedited basis.  LIBA has also written to
the Court in support of this request.  If the Court of Appeal
agrees to hear the appeal on an expedited basis, it is hoped that
the appeal would be heard in October or November. This is,
however, subject to the court's availability.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEHMAN BROTHERS: A/P Asks for Ruling on Debtor-Led Foreclosure
--------------------------------------------------------------
A/P Hotel LLC seeks a court ruling determining that the automatic
stay does not prevent it from contesting a foreclosure proceeding
commenced by Lehman Brothers Holdings Inc.

Under the bankruptcy laws, the filing of a bankruptcy case by a
company triggers an injunction against the continuance of an
action by any creditor against that company or its property.  The
automatic stay gives the company protection from creditors
subject to the oversight of the bankruptcy judge.

LBHI filed the foreclosure proceeding allegedly due to A/P
Hotel's failure to perform its obligations under their loan
agreement.  A/P Hotel inked the loan agreement with LBHI to avail
of $66 million for the acquisition and renovation of The Atrium
Suites Las Vegas Hotel in Las Vegas, Nevada.

Through the foreclosure proceeding, LBHI can initiate a trustee
sale of the property as early as October 12, 2009.

Gregg Weiner, Esq., at Fried Frank Harris Shriver & Jacobson LLP,
in New York, says the bankruptcy protection does not apply to the
foreclosure proceeding because the proceeding was initiated based
on A/P Hotel's alleged "post-petition default" under the loan
agreement.

"[LBHI] is in no position to object to allowing [A/P Hotel] the
ability to defend itself against a proceeding voluntarily
initiated by [LBHI].  As in any litigation, a party has a right
to defend itself and not allowing a party to do so would violate
basic due process principles and should not be permitted by this
Court," Mr. Weiner asserts in court papers.

If the Court determines that the bankruptcy protection applies,
A/P Hotel asks the Court to lift the protection so that it could
contest the foreclosure proceeding.

The hearing to consider approval of the request is scheduled for
September 15, 2009.  Creditors and other concerned parties have
until September 10, 2009, to file their objections.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LENNY DYKSTRA: Puts Baseball Memorabilia on Sale
------------------------------------------------
Larry Mcshane at NYDailyNews.com reports that Lenny Dykstra has
put memorabilia from his baseball career, including his $20,000
diamond-encrusted 1986 World Series championship ring.

According to NYDailyNews.com, other memorabilia that Mr. Dykstra
put on sale include:

     -- the homerun ball that won game three of the National
        League Championship Series in 1986;

     -- the 1990, 1994 and 1995 All-Star Game rings; and

     -- the replica World Championship trophy inscribed with his
        Name.

Westlake Village, California-based Lenny Dykstra is a former Major
League Baseball All-Star.  He was center fielder for the New York
Mets and Philadelphia Phillies.  He filed for Chapter 11
bankruptcy protection on July 7, 2009 (Bankr. C.D. Calif. Case No.
09-18409).  M Jonathan Hayes, Esq., at the Law Office of M
Jonathan Hayes, in Northridge, California, assists the Debtor in
his restructuring effort.  The Debtor listed up to $50,000 in
assets and $10,000,001 to $50,000,000 in debts.


LIFEMASTERS SUPPORTED: In Ch. 11 to Restructure CMS Liabilities
---------------------------------------------------------------
LifeMasters Supported SelfCare, Inc., said September 14 that it
has filed a voluntary petition under Chapter 11 of the U.S.
Bankruptcy Code.  LifeMasters' restructured operations are
expected to be profitable and sufficient cash is on hand for the
restructuring process.

"The Chapter 11 filing is the most efficient path for the company
to restructure liabilities that are a result of Demonstration
Projects previously performed under contracts with the Centers for
Medicare and Medicaid Services (CMS)," said George D. Pillari,
President of LifeMasters.  Mr. Pillari, named President of
LifeMasters today, is a Managing Director of Alvarez & Marsal
Healthcare Industry Group, LLC and had been working with the
company and its board as a restructuring advisor prior to the
filing.

During the last four years, LifeMasters participated in three CMS
Demonstration Projects aimed at testing certain disease-management
techniques in fee-for-service Medicare and Medicare/Medicaid
dually eligible populations.  Eight other disease management,
health insurance and pharmaceutical companies also participated in
these projects.  LifeMasters' involvement in the CMS projects
ended earlier this year.

CMS contends that LifeMasters, like other participating
organizations, was unable to demonstrate success based on CMS'
study design and measurement methodologies.  Similar to its claims
against other Demonstration Project contractors, CMS contends that
LifeMasters is required to repay to CMS any fees earned in excess
of savings generated during the multi-year projects.  "Rather than
endure a costly and time-consuming legal path to challenge CMS, we
have chosen to restructure our CMS and other liabilities through
the Chapter 11 process," Mr. Pillari added.

LifeMasters expects no disruptions in its services to clients and
believes it has ample cash on hand to emerge from Chapter 11 as a
viable health improvement company.

In conjunction with this restructuring, the company also announced
that Christobel Selecky is transitioning out of her longtime role
as President and CEO.  Ms. Selecky will remain on the LifeMasters
board of directors and be retained by the company as Senior
Advisor on a consulting basis.  "Chris has been an important part
of LifeMasters since its inception and we value her continued
contributions to the business," Mr. Pillari said.

                    About LifeMasters Supported

LifeMasters Supported SelfCare, Inc. --
http://www.lifemasters.com/-- is a disease management and health
improvement company with more than 15 years of experience working
with employers, insurers, hospitals and physicians to lower costs
and improve patient satisfaction with the healthcare system.
LifeMasters is accredited by the National Committee for Quality
Assurance (NCQA) and URAC.


LOUISIANA FILM: Investor, Former Landlord Aid Authorities
---------------------------------------------------------
Richard Rainey at NOLA.com reports that Louisiana Film Studios
LLC's former landlord George Ackel and investor Kevin Houser are
cooperating with federal authorities to unravel the questionable
finances and business dealings of the Company's CEO, Wayne Read.

NOLA.com relates that Vinny Mosca -- who represents Mr. Ackel, who
owns the Elmwood property that housed Louisiana Film until July --
said that he has given investigators all documents detailing Mr.
Read's association with his client.  Jimmy Castex -- who
represents Mr. Houser, a former New Orleans Saints player who
invested in the project -- said that his client is aiding the
inquiry, NOLA.com states.

Gerald Schiff, a court-appointed trustee for Louisiana Film, said
that a bankruptcy hearing has been set for September 24, by which
time Mr. Read must submit lists of creditors and assets and
details of his financial affairs, according to NOLA.com.

Harahan, Louisiana-based Louisiana Film Studios, LLC, is a movie
studio.  47 Construction, LLC, et al., filed a Chapter 11
bankruptcy petition to put the Company into Chapter 11 protection
on July 23, 2009 (Bankr. E.D. La. Case No. 09-12232).


LUNA INNOVATIONS: Loses Eight Gov't Pacts & 10 Engineers
--------------------------------------------------------
Sarah Bruyn Jones at Roanoke.com reports that Luna Innovations
Inc. chief operating officer Scott Graeff told the U.S. Bankruptcy
Court for the Western District of Virginia that the Company has
lost eight government contracts valued at $4.2 million and lost 10
engineers since filing for Chapter 11 bankruptcy on July 17.

According to Roanoke.com, seven of the 10 engineers that left Luna
Innovations held doctorates and represented a significant loss to
the Company's ability to secure contracts and continue to reach
research and development goals.  The report quoted Mr. Graeff as
saying, "We will quickly be shifting from cracking to crumbling if
this continues on."

Roanoke.com notes that government contracts account for 75% to 80%
of Luna Innovation's revenues.

Headquartered in Roanoke, Virginia, Luna Innovations Inc.
(NASDAQ:LUNA) -- http://www.lunainnovations.com-- is focused on
sensing and instrumentation, and pharmaceutical nanomedicines.
Luna develops and manufactures new-generation products for the
healthcare, telecommunications, energy and defense markets.
Luna's products are used to measure, monitor, protect and improve
critical processes in the markets it serves.

Luna Innovations in July 2009 filed for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Western District of Virginia.


LYONDELL CHEMICAL: Files Plan of Reorganization
-----------------------------------------------
Tom Fowler at Houston Chronicle reports that LyondellBasell
Industries has filed its reorganization plan.

Court documents say that under the plan, LyondellBasell will still
be in the same industries and have most of its key executives
based in Houston, but it will be incorporated in the Netherlands
rather than Luxembourg.

Houston Chronicle relates that once LyondellBasell emerges from
bankruptcy, it will issue existing equity to debtors and issue
more stock.

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MAGNA ENTERTAINMENT: OSC Dismisses Shareholders' Bid vs. MID
------------------------------------------------------------
MI Developments Inc. said the Ontario Securities Commission has
dismissed the applications made by certain MID Class A
shareholders challenging MID's ability to rely on certain
exemptions from the requirements to obtain minority shareholder
approval and formal valuations under Multilateral Instrument 61-
101 - Protection of Minority Security Holders in Special
Transactions in respect of transactions with Magna Entertainment
Corp.  The OSC indicated that it intends to issue reasons for the
dismissal in due course.

As reported by the TCR on September 10, 2009, minority
shareholders of MID said at a hearing before the OSC that MID has
been making loans to Magna Entertainment without a vote by MID
shareholders.  The minority shareholders, composed of several U.S.
hedge funds, say MID's actions violate securities laws.

As a result of the dismissal of the applications by the OSC, the
amendments to the secured debtor-in-possession (DIP) financing
facility being provided by a wholly-owned subsidiary of MID to MEC
and certain of its subsidiaries announced on September 14, 2009
will come into effect subject to MEC obtaining approval of the
U.S. Bankruptcy Court in Delaware to such amendments.  Under the
amended DIP facility, MEC must use its best efforts to market and
sell all of its assets.  With respect to Golden Gate Fields,
Gulfstream Park, Maryland Jockey Club and Santa Anita Park, MID
will continue to evaluate all of its alternatives, which may
include MID entering into a stalking horse purchase agreement for
one or more of such assets in the event that MEC receives no other
stalking horse bids acceptable to MEC.

Dennis Mills, Vice-Chairman and Chief Executive Officer, stated,
"We are pleased with the OSC's decision to dismiss the
applications. Our principal focus regarding MEC needs to be on the
Chapter 11 process and, with this matter behind us, we will
continue to work hard to evaluate all opportunities to preserve
the value of our secured loans to MEC and certain of its
subsidiaries."

                      About MI Developments

MID (TSX: MIM.A, MIM.B; NYSE: MIM) is a real estate operating
company engaged primarily in the acquisition, development,
construction, leasing, management, and ownership of a
predominantly industrial rental portfolio leased primarily to
Magna International Inc. and its subsidiaries in North America and
Europe.  MID also acquires land that it intends to develop for
mixed-use and residential projects. MID holds a majority equity
interest in MEC, an owner and operator of horse racetracks, and a
supplier, via simulcasting, of live horseracing content to the
inter-track, off-track and account wagering markets. MEC has filed
a voluntary petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MCJUNKIN RED: Transmark Deal Won't Affect S&P's 'B+' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
McJunkin Red Man Holding Corp. (B+/Negative/--) remain unchanged
at this time following the company's announcement that it has
entered into an agreement to acquire Transmark Fcx Group B.V., an
international distributor of valves and flow control equipment.
The acquisition is expected to close by the end of 2009, subject
to European Commission approval and other customary closing
conditions.

While terms of the transaction were not publicly disclosed, it is
S&P's assessment that the transaction will not have a material
impact on the company's overall credit profile because Transmark
is around a tenth of MRC's size.  However, to the extent that a
significant portion of the purchase price is funded using
currently available excess cash balances, the company's capacity
to reduce debt in the near term would be somewhat diminished.
Still, the transaction expands MRC's geographic exposure by giving
it a presence in Europe, the Middle East, and Asia.

The rating on MRC reflects S&P's expectation that its operating
performance will weaken during 2009 due to weak end-market demand,
which will result in lower volume and pricing.  As a result, S&P
expects that EBITDA and credit measures will likely weaken from
current levels, with debt to EBITDA increasing to about 4.5x by
year end.  In addition, S&P remains concerned about a thinning
covenant cushion associated with the leverage covenant in the
company's credit agreement.  Currently, its leverage covenant,
which excludes the outstanding holding company notes from the debt
calculation, steps down to 2.75x as of March 31, 2010.  Although
S&P is not currently forecasting a violation, S&P believes that
the cushion relative to this covenant could decline to the single-
digit percentage area.  While S&P expects that an amendment would
be the most likely outcome of a violation, S&P anticipates this
would lead to a repricing of the credit facility, thus weakening
interest coverage.


MERISANT WORLDWIDE: Files Wayzata-Backed Chapter 11 Plan
--------------------------------------------------------
Merisant Worldwide, Inc. and its U.S. subsidiaries on September 14
filed their proposed plan of reorganization and explanatory
disclosure statement with the U.S. Bankruptcy Court for the
District of Delaware.

The Plan accomplishes a deleveraging of the Debtors' capital
structure by removing approximately $400 million in indebtedness,
including approximately $45 million of secured indebtedness, from
the Debtors' balance sheet.  The Plan preserves the going concern
value of the Debtors, thereby maximizing recoveries for all
creditors, according to the Disclosure Statement.

The Plan is supported by Wayzata Investment Partners, which
controls two-thirds aggregate principal amount of loans
outstanding under Merisant Company's Amended and Restated Credit
Facility as well as a majority aggregate principal amount of
Merisant Company's 9.5% Senior Subordinated Notes due 2013.
Merisant anticipates that it will be able to obtain confirmation
of the Plan and emerge from bankruptcy as early as January 1,
2010.

Under the Plan, holders of bank claims aggregating $205 million
will recover 100% of their claims in the form of new notes, cash
and majority of the preferred stock.  Holders of unsecured claims
aggregating $235.3 million against Merisant Company will recover
5.5% in the form of new common stock of Reorganized Merisant and
may participate in the rights offering.  Holders of unsecured
trade claims will receive payment of 60% of the claim in cash.
Holders of unsecured claims aggregating $137.1 million against
Merisant Worldwide will receive distributions in the form of
"contingent value rights" if they vote in favor of the Plan.

Global Advisors LP will provide exit equity financing of up to
$7.5 million.

"The filing of the Plan and Disclosure Statement is an important
milestone in Merisant's restructuring," said Paul Block, chairman
and chief executive officer of Merisant.  "The Plan will permit
Merisant to exit bankruptcy with significantly reduced debt,
poised for growth and prepared to reassert its global leadership
role in the low-calorie tabletop sweetener category."

Merisant Worldwide, Inc. and its U.S. subsidiaries filed for
Chapter 11 protection to strengthen Merisant's financial health
and long-term prospects.  Merisant has operated its U.S. business
in the ordinary course without material disruption during the
bankruptcy case.

Merisant proposes this schedule:

   Voting Record Date                     Oct. 19, 2009
   Deadline to Submit Ballots             Dec. 1, 2009
   Deadline for Confirmation Objections   Dec. 1, 2009
   Confirmation Hearing on Plan           Dec. 10,2009

A copy of the Chapter 11 plan is available for free at:

     http://bankrupt.com/misc/Merisant_Chapter11Plan.pdf

A copy of the Disclosure Statement is available for free at:

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

                     About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sells low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.  In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.  Merisant Worldwide holds 100%
interest in Merisant Company.

Merisant Worldwide and five of its units filed for Chapter 11
protection on January 9, 2009 (Bankr. D. Del. Lead Case No.
09-10059).  Sidley Austin LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel.  Blackstone Advisory
Services LLP is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' Claims and Noticing Agent.
Winston & Strawn LLP represents the official committee of
unsecured creditors as counsel.  Ashby & Geddes, P.A., is the
Committee's Delaware counsel.  The Debtors had US$331,077,041 in
total assets and US$560,742,486 in total debts as of November 30,
2008.


MERRILL LYNCH: Judge Rejects BofA Settlement with SEC on Bonuses
----------------------------------------------------------------
David Glovin and David Scheer at Bloomberg report that U.S.
District Judge Jed Rakoff in Manhattan rejected Bank of America
Corp.'s $33 million settlement with the Securities and Exchange
Commission over Merrill Lynch & Co. bonuses.  Judge Rakoff ordered
a February 1 trial on the SEC's lawsuit against BofA.

Judge Rakoff held that the settlement wasn't fair, reasonable, or
adequate.  Judge Jed Rakoff said he won't agree to a settlement
requiring shareholders to pay for the alleged wrongs of Bank of
America management.  Judge Rakoff, according to Bloomberg, has
repeatedly questioned why bank executives or their lawyers weren't
sued.

"The SEC gets to claim that it is exposing wrongdoing on
the part of the Bank of America in a high-profile merger,"
Judge Rakoff wrote of the agreement.  "The bank's management gets
to claim that they have been coerced into an onerous settlement by
overzealous regulators.  And all this is done at the expense not
only of the shareholders, but also of the truth."

Bank of America was represented in the Merrill merger by Wachtell,
Lipton, Rosen & Katz, while Merrill was represented by Shearman
& Sterling, both based in New York.

As previously reported by the Troubled Company Reporter, Judge
Rakoff at a hearing in August declined to approve the settlement
and asked the parties to submit more documens.  He pointed at the
time that the $33 million settlement isn't appropriate if the bank
lied about billions in payments.

                       Lawsuit & Settlement

On August 3, Bank of America said it agreed to pay the SEC a
penalty of $33 million on charges of misleading investors about
billions of dollars in bonuses that were being paid to Merrill
Lynch & Co. executives at the time of its acquisition of the firm.

The SEC, according to a complaint filed together with the
settlement, alleges that in proxy materials soliciting the votes
of shareholders on the proposed acquisition of Merrill, Bank of
America stated that Merrill had agreed that it would not pay year-
end performance bonuses or other discretionary compensation to its
executives prior to the closing of the merger without Bank of
America's consent.  In fact, Bank of America had already
contractually authorized Merrill to pay up to $5.8 billion in
discretionary bonuses to Merrill executives for 2008.  According
to the SEC's complaint, the disclosures in the proxy statement
were rendered materially false and misleading by the existence of
the prior undisclosed agreement allowing Merrill to pay billions
of dollars in bonuses for 2008.

"Companies must give shareholders all material information about
corporate transactions they are asked to approve," said Robert
Khuzami, Director of the SEC's Division of Enforcement.  "Failing
to disclose that a struggling company will pay out billions of
dollars in performance bonuses obviously violates that duty and
warrants the significant financial penalty imposed by [the]
settlement."

David Rosenfeld, Associate Director of the SEC's New York Regional
Office, said, "As Merrill was on the brink of bankruptcy and
posting record losses, Bank of America agreed to allow Merrill to
pay its executives billions of dollars in bonuses.  Shareholders
were not told about this agreement at the time they voted on the
merger."

The SEC's complaint, filed in the U.S. District Court for the
Southern District of New York, alleges that Bank of America
represented in the merger agreement that Merrill had agreed not to
pay any bonuses to its executives before the merger closed, except
as set forth in a schedule.  Unbeknownst to shareholders, the
schedule was already in place weeks before the proxy statement was
filed with the SEC and disseminated to shareholders.  Under the
schedule, Bank of America had agreed that Merrill could pay up to
$5.8 billion, or nearly 12 percent of the $50 billion merger
consideration, in discretionary bonuses to its executives.  The
merger agreement was included as an appendix and summarized in the
joint proxy statement that was distributed to all 283,000
shareholders of both companies.  But Bank of America's agreement
to allow Merrill to pay these discretionary bonuses was in a
separate document that was omitted from the proxy statement and
whose contents were never disclosed before the shareholders' vote
on the merger.

In settling the SEC's charges without admitting or denying the
allegations, Bank of America consented to the entry of a judgment
that permanently enjoins Bank of America from violating the proxy
solicitation rules -- Section 14(a) of the Exchange Act of 1934
and Rule 14a-9 -- and orders Bank of America to pay the financial
penalty. The settlement is subject to court approval.

                        About Merrill Lynch

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services.  The Company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users.  Following the
acquisition of Merrill Lynch on January 1, 2009, Bank of America
is among the world's leading wealth management companies and is a
global leader in corporate and investment banking and trading
across a broad range of asset classes serving corporations,
governments, institutions and individuals around the world.  Bank
of America offers support to more than 4 million small business
owners.  The Company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.

The bank needed the government's financial help in completing its
acquisition of Merrill Lynch.

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.


MERY CORPORATION: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mery Corporation
        79-19 Cyperfs Avenue
        Ridgewood, NY 11385

Bankruptcy Case No.: 09-15484

Chapter 11 Petition Date: September 11, 2009

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

Debtor's Counsel: Franz Cobos, Esq.
                  Cobos Ellington Maduabum & McKenzie LLC
                  1 Washington Street, Suite 1302
                  Newark, NJ 07102
                  Tel: (973) 732-1490
                  Fax: (973) 732-1488
                  Email: fcobos@cemmlaw.com

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

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

According to the schedules, the Company has assets of at least
$3,226,990, and total debts of $3,205,500.

A full-text copy of the Debtor's petition, including a list of its
5 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nysb09-15484.pdf

The petition was signed by Andres Mery, officer of the Company.


MICHAEL LEWIS: Sentenced to Over 6 Yrs. in Prison Due to Fraud
--------------------------------------------------------------
Michael K. Lewis has been sentenced to mover than six years in
prison for his role in a scheme to defraud homeowners and mortgage
lenders, The Associated Press reports, citing federal prosecutors.
According to The AP, Mr. Lewis agreed to a forfeiture judgment of
more than $2 million on Friday.  Mr. Lewis promised people could
improve their credit, save their homes from foreclosure, and get
assistance with bankruptcy, says The AP.  Mr. Lewis and his
conspirators would steal the homeowners' equity in their property
by suggesting to homeowners to sell their property and then
convert the sale proceeds to the use of the conspirators, the
report states, citing prosecutors.


MMC ENERGY: Independent Director Sued for Fraud and Extortion
-------------------------------------------------------------
Karl W. Miller and Ashley H. Miller on September 14 said they have
filed a lawsuit against George Rountree III, the lead independent
director of MMC Energy, Inc., and Sylvia Rountree for fraud,
extortion and their intentional infliction of severe emotional
distress.

George Rountree III and Sylvia Rountree reside in Wilmington,
North Carolina.  George Rountree III is a partner at the law firm
Rountree, Losee and Balwin.  Sylvia Rountree is a member of the
Board of Trustees at the New Hanover Regional Medical Center in
Wilmington, North Carolina.

Miller is the founder and a former Chairman, CEO and director of
MMC, a portfolio company Mr. Miller established to acquire,
develop and operate energy assets in the United States.

The two count amended complaint filed September 14 in United
States District Court for the Southern District of Florida alleges
that George Rountree III and Sylvia Rountree, Richard Bryan of
Nevada, CEO and Chairman Michael J. Hamilton and MMC Energy Inc.,
entered into a conspiracy to gain control of the company in order
to enrich themselves at the expense of company stockholders.

Mr. and Mrs. Miller seek damages for the intentional infliction of
severe emotional distress as a result of the alleged conspirators'
use of "gangster tactics" that included extortionate threats, to
prevent Mr. Miller, the founder of MMC from "inspiring,
organizing, or leading any opposition to the final stages of their
conspiracy to loot and pillage" the publicly traded energy
company.

Mr. Miller also seeks defamation damages for the false information
given to major investors in the company that the complaint
describes as an essential part of "the coup" that led to the
Rountrees and their alleged co-conspirators gaining control of the
company.

The complaint alleges that the Rountrees were instrumental in the
demise of the publicly traded company that had rising profits and
a seemingly bright future when the conspirators took control in
December 2007.  At that time, the company's shares were trading at
$3.63 per share but the company is now no longer a going concern
and the alleged conspirators have been in the process of
liquidating company assets for more than a year.

The company shareholders were scheduled to vote September 14,
2009, to approve the complete dissolution, and liquidation of the
Company and its assets that its management has said in SEC filings
is its only alternative to bankruptcy.

MMC, through an SEC filing on April 30, 2009, indicated that the
company was on the verge of bankruptcy, had sustained record
operating loss in 2008, under the stewardship of Defendant
ROUNTREE, the Rountrees and their alleged co-conspirators voted
themselves and other members of the company's management "golden
parachutes".

George Rountree, who is a practicing lawyer in Wilmington, North
Carolina and is also a member of the board of directors at
Southern Union Company, will receive total compensation of at
least $334,000.00 when MMC ceases to exist.  The Rountrees'
holdings are subject to review by the Securities and Exchange
Commission.

                         About MMC Energy

MMC Energy, Inc. (NasdaqGM: MMCE) is an energy management company
that acquires and actively manages electricity generating and
energy infrastructure related assets in the United States. The
Company had three electricity generation assets in California. Its
natural gas fueled electricity generating facilities are commonly
referred to as peaker plants. The Company generates revenue form
providing capacity and ancillary reliability services to
transmission grid that distributes electricity to industrial and
retail electricity providers.

As of March 31, 2009, MMC Energy had $44,580,375 in assets against
debts of $10,419,424.

As reported by the TCR on Aug. 18, 2009, MMC Energy, Inc., in
consultation with its auditors RBSM, LLP, concluded that based on
recent events, facts and circumstances that it would be
appropriate to adopt a liquidation basis of accounting rather than
the going-concern basis GAAP accounting used in the Company's
previously reported financial statements.


MOLLY LLC: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Molly LLC
        5400 N Preston Hwy
        Louisville, KY 40229

Bankruptcy Case No.: 09-34649

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Helmick Oil Company LLC                            09-34650

Chapter 11 Petition Date: September 11, 2009

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: David M. Cantor, Esq.
                  Seiller Waterman LLC
                  462 S. 4th Street, Suite 2200
                  Louisville, KY 40202
                  584-7400
                  Email: cantor@derbycitylaw.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 10 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/kywb09-34649.pdf

The petition was signed by Jack A. Helmick, managing member of the
Company.


NEW SCHOONEBEEK DAIRY: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: New Schoonebeek Dairy, LLC
        1858 E 800S
        La Fontaine, IN 46940

Bankruptcy Case No.: 09-34327

Chapter 11 Petition Date: September 8, 2009

Court: United States Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: R. William Jonas Jr., Esq.
                  Hammerschmidt, Amaral & Jonas
                  137 N. Michigan Street
                  South Bend, IN 46601
                  Tel: (574) 282-1231
                  Fax: (574) 282-1234
                  Email: rwj.haj@sbcglobal.net

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/innb09-34327.pdf

The petition was signed by Harry Bekel, manager of the Company.


NEWPAGE CORP: Inks Amendment to Goldman Sachs Credit Facility
-------------------------------------------------------------
NewPage Corporation and NewPage Holding Corporation on
September 11, 2009, entered into amendments to their existing
senior secured term loan credit facility and senior secured
revolving credit facility, consisting of (i) a First Amendment to
Term Loan Credit and Guaranty Agreement, by and among the Company,
NewPage Holding, certain subsidiaries of the Company, the lenders
party thereto, Goldman Sachs Credit Partners L.P., as
Administrative Agent, and the other parties thereto; and (ii) a
First Amendment to Revolving Credit and Guaranty Agreement, by and
among the Company, NewPage Holding, certain subsidiaries of the
Company, the lenders party thereto, GSCP, as Administrative Agent,
JPMorgan Chase Bank, N.A., as Collateral Agent, and the other
parties thereto.

The Credit Agreement Amendments amend the Credit Agreements as:

     -- The percentage per annum for the interest rate margins in
        the Credit Agreement Amendments has been increased as
        follows: In the case of the Revolver, the applicable
        margin is no longer based on total leverage ratio and
        instead is 3.50% per annum above the LIBOR rate or 2.50%
        per annum above the base rate (representing a 1.50% per
        annum increase above the prior applicable rate). In the
        case of the Term Loan, the applicable margin is based on
        the senior leverage ratio (7.00% per annum above the LIBOR
        rate or 6.00% above the base rate if the senior leverage
        ratio is greater than or equal to 3.00:1.00 at the end of
        any fiscal quarter and 6.50% per annum above the LIBOR
        rate or 5.50% above the base rate if the senior leverage
        ratio is less than 3.00:1.00 at the end of any fiscal
        quarter) (representing an increase of 3.25% per annum
        above the current applicable rate).

     -- The definitions of Base Rate and LIBOR have been revised
        to include a 3.50% base rate floor and 2.50% LIBOR floor
        in the Term Loan.

     -- The percentage per annum for the fee for the unborrowed
        portion of the Revolver has been increased from 0.375% per
        annum to 0.50% per annum.

     -- The Company now has the ability to request in the future
        an extension of the final maturity date of the portion of
        the Revolver held by each revolving lender (which may be
        subject to an increase in the applicable interest rate
        margin and undrawn commitment fee payable to all revolving
        lenders and extension fees payable to extending revolving
        lenders).

     -- Under the Term Loan for each quarter through the quarter
        ending December 31, 2010, the amendment to the Term Loan
        requires NewPage Holding and its subsidiaries to maintain
        a minimum consolidated liquidity (unrestricted cash and
        cash equivalents plus the average excess availability
        under the Revolver for the prior 15 day period) of at
        least $150 million.

     -- Under the amendment to the Revolver, NewPage Holding shall
        not permit excess availability on any day from and after
        the effective date of the amendment to the Revolver
        through and including the date of the delivery of the
        compliance certificate with respect to the fiscal quarter
        ending March 31, 2011, to be less than $50 million.

     -- Compliance with the interest coverage ratio, total
        leverage ratio and senior leverage ratio covenants
        contained in the Credit Agreements has been suspended
        until the fiscal quarter ending June 30, 2010.  Compliance
        with the fixed charge coverage ratio contained in the
        Credit Agreements has been suspended until the fiscal
        quarter ending March 31, 2011.  The applicable levels of
        such covenants following the suspension period and through
        maturity have been revised as:

     -- the minimum interest coverage ratio covenant has been
        amended to 1.00:1.00 beginning with the quarter ending
        June 30, 2010, stepping up over time to 2.00:1.00 for the
        quarter ending March 31, 2013, and subsequent quarters
         (previously ranging from 2.00:1.00 to 2.50:1.00 during
        the same period);

     -- the maximum total leverage ratio covenant has been amended
        to 9.75:1.00 beginning with the quarter ending June 30,
        2010, stepping down over time to 4.75:1.00 for the quarter
        ending June 30, 2013, and subsequent quarters (previously
        ranging from 5.00:1.00 to 3.75:1.00 in the Term Loan and
        5.00:1.00 to 4.00:1.00 in the Revolver during the same
        period);

     -- the maximum senior leverage ratio covenant has been
        amended to 5.25:1.00 beginning with the quarter ending
        June 30, 2010, stepping down over time to 2.50:1.00 for
        the quarter ending September 30, 2012, and subsequent
        quarters (previously ranging from 2.50:1.00 to 1.25:1.00
        in the Term Loan and 2.50:1.00 to 1.50:1.00 in the
        Revolver during the same period); and

     -- the minimum fixed charge coverage ratio covenant has been
        amended to 1.00:1.00 beginning with the quarter ending
        March 31, 2011, stepping up over time to 1.20:1.00 for the
        quarter ending June 30, 2013 and subsequent quarters
        (previously 1.10:1.00 during the same period).

     -- As previously provided for in the Revolver, prior to the
        Revolver Amendment, compliance with the interest coverage
        ratio, fixed charge coverage ratio, total leverage ratio
        and senior leverage ratio covenants under the Revolver do
        not apply for any fiscal quarter unless excess
        availability was less than $50 million for 10 consecutive
        business days during such fiscal quarter or was less than
        $25 million for three consecutive business days during
        such fiscal quarter.  Furthermore, several definitions
        pertaining to the financial covenants have been amended.

     -- The limitations on capital expenditures have been revised
        to include a limit of $125 million for each four fiscal
        quarter period through the fiscal quarter ending March 31,
        2010, and an annual limit of $250 million for fiscal year
        2010 and each fiscal year thereafter (subject to carry
        over from the immediately preceding year).  From and after
        the second fiscal quarter in 2010, if the total leverage
        ratio at the end of such fiscal quarter is 3.50:1.00 or
        less, the Company and its subsidiaries may make or incur
        capital expenditures in excess of the $250 million annual
        limitation.

     -- Under the Term Loan, the percentage of consolidated excess
        cash flow that must be applied to prepay the Term Loan has
        been amended so that the percentage is: 75% if the senior
        leverage ratio is equal to or greater than 3.00:1.00; 50%
        if the senior leverage ratio is less than 3.00:1.00 and
        equal to or greater than 2.50:1.00; 25% if the senior
        leverage ratio is less than 2.50:1.00 and equal to or
        greater than 2.00:1.00; and 0% if the senior leverage
        ratio is less than 2.00:1.00 (in the current Term Loan,
        the percentage is 50% if the total leverage ratio is equal
        to or greater than 3.50:1.00 and otherwise 0%).

     -- The general indebtedness basket for debt secured by all
        the property and assets of the credit parties other than
        the collateral that secures the Revolver has been
        eliminated.

      -- The restricted payments covenant has been amended to
        permit repurchases or redemptions of the Company's
        Floating Rate Senior Secured Notes due 2012 and 10% Senior
        Secured Notes due 2012 in an amount not to exceed
        (A) $100 million in the aggregate so long as the senior
        leverage ratio as of the end of the most recent fiscal
        quarter prior to such repurchase, redemption or
        acquisition was greater than 2.00:1.00 but less than or
        equal to 2.50:1.00 or (B) $150 million in the aggregate so
        long as the senior leverage ratio as of the end of the
        most recently ended fiscal quarter prior to such
        repurchase, redemption or acquisition was less than or
        equal to 2.00:1.00.  Any use of this basket will reduce
        the amount available under the existing $375 million
        basket for repurchases of Second Lien Notes, NewPage
        Holding PIK Notes and the Company's 12% Senior
        Subordinated Notes due 2013 from net asset sale proceeds
        and excess cash flow (not required to repay the Term Loan)
        (the existing $375 million basket requires that the senior
        leverage ratio be less than or equal to 2.50:1.00 as of
        the end of the quarter prior to such purchase).

     -- The restricted payments covenant has been amended to
        permit repayment of the NewPage Holding Floating Rate
        Senior Unsecured PIK Notes due 2013 and the NewPage Group
        Inc. Floating Rate Senior Unsecured PIK Notes due 2015
        with the proceeds of an IPO at any time following delivery
        of the financial statements for the fiscal quarter ending
        June 30, 2010.

     -- The foreign indebtedness basket has been reduced by half
        to $50 million.

     -- The covenants in the Credit Agreements restricting
        indebtedness and investments have been amended to permit
        certain hedge agreements not secured by collateral.

     -- The covenants in the Term Loan restricting liens have been
        amended to impose certain caps on the refinancing of
        existing debt with new secured debt.

      -- The refinancing baskets in the Credit Agreements have
        been clarified to allow the payment of original issuance
        discount and capitalized interest on refinancing debt.

     -- The Credit Agreement Amendments allow for the repurchase
        of the Term Loans below par through a Dutch auction if the
        senior leverage ratio is less than 3.00:1.00, provided
        that such repurchases are permitted under the Revolver so
        long as after giving effect to such prepayment excess
        availability thereunder shall be at least $75 million.

     -- The Company has agreed to pay a fee to each lender that
        consented to the Credit Agreement Amendments on or prior
        to their effectiveness equal to 0.50% times the revolving
        commitment (in the case of the Revolver) of such
        consenting lender or 0.50% times the term loan commitment
        (in the case of the Term Loan) of such consenting lender.

     -- The Revolver Amendment provides that the Collateral Agent
        and its agents can conduct one desktop appraisal and one
        inventory appraisal per annum, at the Company's expense in
        an amount not to exceed $125,000 per appraisal, or for any
        year in which excess availability for any 10 consecutive
        day period is less than $105 million, two of each such
        appraisals per annum.  Previously, the lenders were only
        permitted to conduct one collateral appraisal and one
        inventory appraisal per annum.

A full-text copy of the First Amendment to Term Loan Credit and
Guaranty Agreement, dated as of September 11, 2009, by and among
NewPage Corporation, NewPage Holding Corporation, certain of its
affiliates, the lenders party thereto, Goldman Sachs Credit
Partners L.P., as Administrative Agent, and the other parties, is
available at no charge at http://ResearchArchives.com/t/s?44aa

A full-text copy of the First Amendment to Revolving Credit and
Guaranty Agreement, dated as of September 11, 2009, by and among
NewPage Corporation, NewPage Holding Corporation, certain
subsidiaries of NewPage Corporation, the lenders party thereto,
Goldman Sachs Credit Partners L.P., as Administrative Agent,
JPMorgan Chase Bank, N.A., as Collateral Agent, and other parties,
is available at no charge at http://ResearchArchives.com/t/s?44ab

                           About NewPage

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
largest coated paper manufacturer in North America, based on
production capacity, with $4.4 billion in net sales for the year
ended December 31, 2008.  The Company's product portfolio is the
broadest in North America and includes coated freesheet, coated
groundwood, supercalendered, newsprint and specialty papers.  The
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.  The mills have a
total annual production capacity of roughly 4.4 million tons of
paper, including roughly 3.2 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.

As of June 30, 2009, NewPage Holding had $4.141 billion in total
assets; and total current liabilities of $475 million, long-term
debt of $3.145 billion, and other long-term obligations of
$618 million; resulting in $97 million total deficit.

As of June 30, 2009, NewPage Corp. had $4.140 billion in total
assets; and total current liabilities of $475 million, long-term
debt of $2.953 billion, and other long-term obligations of
$618 million; resulting in $94 million total deficit.


NORTEL NETWORKS: Avaya's $915MM Wins Auction for Enterprise
-----------------------------------------------------------
Nortel Networks Corporation has concluded an auction of
substantially all of the assets of their global Enterprise
Solutions business as well as the shares of Nortel Government
Solutions Incorporated and DiamondWare, Ltd.  According to Nortel,
Avaya Inc. has emerged as the winning bidder agreeing to pay
US$900 million in cash to Nortel, with an additional pool of US$15
million reserved for an employee retention program.

The sale is subject to court approvals in the U.S., Canada, France
and Israel as well as regulatory approvals, other customary
closing conditions and certain post-closing purchase price
adjustments.

Commenting on the announcement, Nortel Enterprise Solutions
President Joel Hackney said, "This is fantastic news for our
customers, as this will empower us to continue to deliver
industry-leading solutions and services focused on unlocking the
enterprise business potential enabled by unified communications.
It provides the capability to chart our future with laser-focus,
enabling customers to compete in new ways with greater scale and
resources. We look forward to working closely with our customers,
partners and stakeholders during this pre-close phase to ensure
that we continue to innovate to meet customers' needs with high-
performance, efficient and secure communications solutions.

"As we work through integration planning, it is business as usual,
and we will continue to focus on supporting our installed base,"
Hackney said.  "Through deal close and beyond, we will deliver on
our stated customer commitments and maintain high levels of
service and support.  We will ensure our customers can fully
leverage their existing Nortel investment as they benefit from the
complementary capabilities of the Nortel and the Avaya portfolio
of products and services."

In addition, given the complementary strengths of the two
companies in the U.S. Federal Government market, the combined
operations are anticipated to yield a company best-suited to
address the unique information technology requirements of the
civil government and military.

Noted Chuck Saffell, CEO of Nortel Government Solutions, "The
companies' strengths in the information technologies sector of the
U.S. Federal Government are remarkably complementary. Our combined
product offerings, as well as our strong professional services
business and solutions approach provide a win-win for both our
government customers and our business. With our combined knowledge
of the federal market, we will be focused on delivering the best-
performing, most cost-effective capabilities available to support
our customers' mission.  Our goal continues to be helping our
customers provide security, livelihood and well-being for the
citizens of the United States."

Customers look forward to the potential the future holds for them.

"Nortel earned the trust of our user group members by delivering
innovative, reliable communications solutions and ensuring high-
levels of service and support, " said Victor Bohnert, Executive
Director of the International Nortel Networks Users Association.
"With the announcement of today's purchase by Avaya, we look
forward to extending that relationship forward to serve the
business communications needs of our constituency base across the
globe."

Partners also benefit from the move.

Both Nortel and Avaya channel partners will have opportunities to
grow their business as the move to unified communications
accelerates and the need for advanced services to design, deploy
and manage such solutions expand.  "The independent members of the
Nortel Distributor Alliance Council are excited about the future
potential that today's announcement brings to the tens of
thousands of enterprise customers we support," said Rick Dawybida,
President of DAC Americas. "We look forward to a commitment
focused on ensuring customers can fully leverage their prior
investments while also getting expanded choices.  The combined
portfolio capability of Avaya and Nortel will offer the
marketplace industry-leading solutions as companies move
aggressively to unified communications."

While the auction is a significant step in the overall sale
process, it is not the final step.  Nortel will work diligently
with Avaya to close the sale later this year, subject to the
timing of regulatory approvals. Nortel will seek Canadian and U.S.
court approvals of the proposed sale agreement at a joint hearing
on September 15, 2009. The sale close is expected late in the
fourth quarter 2009. In some EMEA jurisdictions this transaction
is subject to information and consultation with employee
representatives.

The Company does not expect that its common shareholders or the
preferred shareholders of Nortel Networks Limited will receive any
value from the creditor protection proceedings and expects that
the proceedings will result in the cancellation of these equity
interests.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
[OTC: NRTLQ] -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Alteon Websystems' Statement of Financial Affairs
------------------------------------------------------------------
Paul Wesley Karr, vice-president for finance of Nortel Networks
Inc., reported on the statement of financial affairs of Debtor
Alteon WebSystems International Inc., which became available in
court dockets on August 18, 2009.

Alteon Websystems International didn't list any income from the
operation of its business or otherwise in the last two years
before the Petition Date.  No payment to creditors were also
noted in the Statements.

Mr. Karr disclosed that within two years prior to Alteon
WebSystems International's bankruptcy filing, these bookkeepers
and accountants kept or supervised the keeping of the company's
books of account and records:

Personnel                         Dates Services Rendered
---------                         -----------------------
Peter William Currie               01/2007 - 04/2007
Chief Financial Officer

David William Drinkwater           05/2007 - 10/2007
Acting Chief Financial Officer

Paviter Singh Binning              11/2007 - 12/2008
Chief Financial Officer

Paul Wesley Karr                   01/2007 - 12/2008
Corporate Controller

Kimberly Poe                       01/2007 - 08/2007
US Controller

Mark John Hamilton                 09/2007 - 08/2008
US Controller

Kimberly Susan Lechner             05/2008 - 11/2008
Americas Finance Operations Leader

William Roy Ellis                  09/2008 - 12/2008
Americas Controller

Lorrie David Mathers               11/2008 - Current
Finance Leader
Carrier Networks & Americas Operations

KPMG LLP audited the books of account and records, and prepared
the financial statements of Alteon WebSystems International since
January 1, 2007, according to Mr. Karr.

At the time of Alteon WebSystems International's bankruptcy
filing, its books of accounts and records were at the custody of
these officers:

Officers                        Title
--------                        -----
Paviter Singh Binning     Chief Financial Officer
Paul Wesley Karr          Corporate Controller
William Roy Ellis         Americas Controller
Lorrie David Mathers      Finance Leader

Mr. Karr disclosed that Alteon WebSystems Inc. has 100% stock
ownership of Alteon WebSystems International.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: NN CALA's Ch. 11 Case Recognized by Ontario Court
------------------------------------------------------------------
The Ontario Superior Court of Justice issued an order recognizing
the Chapter 11 case of Nortel Networks (CALA) Inc. as "foreign
proceeding" pursuant to section 18.6 of the Companies' Creditors
Arrangement Act.

NN CALA filed for bankruptcy protection on July 14, 2009, in the
U.S. Bankruptcy Court for the District of Delaware.  It is a
direct subsidiary of U.S.-based Nortel Networks Inc. and is one of
the Nortel units that operate in the Caribbean and Latin American
region.

Furthermore, in separate rulings, the Canadian Court declared that
these orders issued by the U.S. Bankruptcy Court in the Chapter 11
cases of NNI and its U.S.-based affiliates are effective in
Canada:

(1) July 28, 2009 order approving the sale of their Code
     Division Multiple Access and Long Term Evolution access
     assets to Telefonakteibolaget LM Ericsson;

(2) August 4, 2009 order approving the bidding process for the
     sale of their Enterprise Solutions business to Avaya Inc.
     or to the winning bidder; and

(3) August 4, 2009 order approving the deadline for creditors
     to file their proofs of claim.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, including Nortel Government Solutions
Incorporated, have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTH AMERICAN: S&P Affirms 'BB' Rating on $545 Mil. Facilities
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
rating on U.S. merchant power generator North American Energy
Alliance LLC's $545 first-lien facilities consisting of
$425 million in first-lien term loans ($395.8 million
outstanding), an $80 million letter of credit facility and a
$40 million revolving facility.  Both issues mature in 2015, while
the LOC facility and revolver mature in 2013.  At the same time,
S&P affirmed the 'B+' rating on NAEA's $325 million unsecured
notes maturing 2016.

S&P also left unchanged the recovery rating of '1' on the first
lien facilities and changed the recovery rating to '3' from '4' on
the unsecured notes reflecting expectations of very high recovery
(90%-100%) and meaningful recovery (50%-70%) in the event of a
payment default.

S&P also revised the outlook on all facilities to stable from
negative.

The first-lien facilities have a collateral package consisting of
a first-priority security interest in all personal, real, and
mixed property of NAEA and its subsidiaries, along with
intercompany debt, and 100% of the capital stock of the NAEA (with
a negative pledge on NAEA's 80%-owned Lakewood facility due to
project-level debt).

The stable outlook and revised recovery ratings are the direct
result of $155 million of additional equity that the ultimate
owner, Industry Funds Management, contributed to the portfolio of
power plants.  NAEA has used the equity proceeds with lender
permission to pay down $25 million of the first-lien term loan and
$130 million of the unsecured notes.  The resulting debt metrics
are $326 per kilowatt (kW) (secured) and $437/kW (consolidated)
on a fully funded basis, which -- under multiple stress cases --
results in debt metrics at first-lien maturity that are comparable
with the original metrics S&P contemplated at the financial close
of May 2008.

NAEA's ability to service debt and amortize the senior secured
facilities depends primarily on prices in the PJM's and ISO-NE's
capacity markets and the facilities' ability to earn contracted
energy revenues.  If market-clearing capacity prices in the two
regions for the years 2014 and beyond are below S&P's conservative
expectations stated above ($3-$6/kW-month) with no off-setting
consideration, the project may have a secured debt overhang at
maturity that may increase refinancing risk.  A recovery in the
capacity or energy markets that would lower consolidated debt at
first-lien maturity to $200/kW -- or signs of such recovery in the
capacity auctions for delivery years immediately following 2015 --
would likely cause S&P to consider an upgrade.  Although asset
performance is less of a concern than market exposure, material
changes in operating profiles could also affect credit quality.


NOWAUTO GROUP: Seale and Beers Withdraws as Independent Auditors
----------------------------------------------------------------
Seale and Beers, CPAs, on September 9, 2009, gave written notice
of withdrawal as the independent auditors for NowAuto Group, Inc.

The Board of Directors of the Company and its Audit Committee
accepted the withdrawal.  As Seale and Beers served for only a
short time, they did not issue any reports on the Company's
financial statements.

During the Company's two most recent fiscal years and the
subsequent interim periods thereto, there were no disagreements
with Seale and Beers whether or not resolved, on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved
to Seale and Beers' satisfaction, would have caused it to make
reference to the subject matter of the disagreement in connection
with its report on the Company's financial statements.

The Company is activity seeking a new engagement and expects to
retain a new firm within the next few days.

As reported by the Troubled Company Reporter on September 8, 2009,
NowAuto Group said because of the change in auditor and the
sanctions placed against Moore & Associates Chartered, its
independent registered public account firm, the Company's
Financial Statements for the period ending June 30, 2008 should
not be relied on.

The Company had said Seale & Beers is re-auditing the Financial
Statements for the period ending June 30, 2009.  A restatement due
to an error in accounting estimate is expected.  All subsequent
reports will be restated as a result.

On August 7, 2009, NowAuto Group's Board of Directors dismissed
Moore.  On the same date, NowAuto Group engaged Seale and Beers as
its new independent registered public account firm.  The Board of
Directors of NowAuto Group and its Audit Committee approved of the
dismissal of Moore and the engagement of Seale and Beers as its
independent auditor.

NowAuto Group said none of the reports of Moore on the Company's
financial statements for either of the past two years or
subsequent interim period contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles, except that
NowAuto Group's audited financial statements contained in its Form
10-K for the fiscal year ended June 30, 2008, a going concern
qualification in the Company's audited financial statements.

During NowAuto Group's two most recent fiscal years and the
subsequent interim periods thereto, there were no disagreements
with Moore whether or not resolved, on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to Moore's
satisfaction, would have caused it to make reference to the
subject matter of the disagreement in connection with its report
on the Company's financial statements.

The dismissal was made in anticipation of sanctions taken by the
Public Company Accounting Oversight Board against Moore.  On
August 27, 2009, the PCAOB revoked the registration of Moore
because of violations of PCAOB rules and auditing standards in
auditing financial statements, PCAOB rules and quality controls
standards, and Section 10(b) of the Securities Exchange Act of
1934 and Rule 10b-5 thereunder, and non-cooperation with a Board
investigation.

Based in Tempe, Ariz., NowAuto Group Inc. (OTC BB: NAUG) --
http://www.nowauto.com/-- operates three buy-here-pay-here used
vehicle dealerships in Arizona.  The company manages all of its
installment finance contracts and purchases installment finance
contracts from a select number of other independent used vehicle
dealerships.  Through its subsidiary, NavicomGPS Inc., the company
markets GPS tracking devices, primarily to independent used
vehicle dealerships.


NTK HOLDINGS: SpeakerCraft Won't Be Included in NTK Bankruptcy
--------------------------------------------------------------
Christine Persaud at Marketnews.ca reports that SpeakerCraft CEO
Jeremy Burkhardt has denied rumors that the Company is included in
NTK Holdings Inc.'s bankruptcy.

Marketnews.ca quoted Mr. Burkhardt as saying, "You guys are the
first to approach me about this.  SpeakerCraft runs and manages
its own business and has no financial issues."

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products.  NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc. entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.  The Company will file its bankruptcy
petition, together with a pre-packaged Chapter 11 plan following
the conclusion of the solicitation period.  The Company has tapped
Blackstone Group and Weil, Gotshal & Manges to aid in its
restructuring effort.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.


ORBITZ WORLDWIDE: S&P Assigns 'CCC+' Rating on Senior Unsec. Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'CCC+'
ratings to Orbitz Worldwide Inc.'s (B/Negative/--) senior
unsecured debt and subordinated debt.  Orbitz could issue this
debt under its $150 million shelf registration, which it filed on
Sept. 4, 2009.  The preliminary ratings are two notches lower than
the corporate credit rating.  These preliminary ratings are based
on the '2' recovery rating on the company's $685 million
(currently $672.5 million due to the termination of the
$12.5 million commitment held by Lehman Bros. Commercial Paper
Inc.) secured credit facilities (the only debt in its capital
structure).  The '2' recovery rating indicates substantial (70%-
90%) recovery of principal in the event of a payment default.

The ratings on Orbitz reflect a highly leveraged financial
profile, and the seasonal and cyclical nature of the travel
industry.  The ratings also incorporate the company's major
position in on-line travel distribution and the stable cash flow
this business typically generates.  Orbitz, which is 57% owned by
Travelport Holdings Ltd. (B-/Stable/--) as well as private
investment funds that own and/or control Travelport's ultimate
parent, is a leading on-line consumer travel company that owns a
diverse group of brands, including Orbitz, CheapTickets, ebookers,
and several others.  Standard & Poor's could lower the ratings if
Orbitz must replace or fund its $75 million letter of credit
facility, or if operating losses or adverse legal judgments cause
liquidity to consistently fall below $50 million.  S&P could
revise the outlook to stable if liquidity improved significantly
from current levels due to an improved travel environment,
resulting in higher revenues and earnings.

                           Ratings List

                       Orbitz Worldwide Inc.

            Corp. credit rating         B/Negative/--

                         Ratings Assigned

                   $150 mil. shelf registration

            Senior unsecured debt        CCC+ (prelim)
            Subordinated debt            CCC+ (prelim)


PATRIOT CAPITAL: Termination Event on Securitization Facility
-------------------------------------------------------------
Patriot Capital Funding, Inc., posted a net loss of $9,944,941 for
three months ended June 30, 2009, compared with a net income of
$3,675,880 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $20,401,564 compared with a net loss of $231,895 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $302,540,169, total liabilities of $142,044,525 and a
stockholders' equity of $160,495,644.

The Company related that on April 3, 2009, a termination event
occurred under the Company's second amended and restated
securitization revolving credit facility with an entity affiliated
with BMO Capital Markets Corp. and Branch Banking and Trust
Company.  As of the date, the Company had $157,600,000 outstanding
under the Facility.  On June 30, 2009, and Aug. 7, 2009, $137.4
million and $115.7 million, respectively, were outstanding under
the Facility.

As a result of the occurrence of the termination event under the
Facility, the Company can no longer request additional advances
under the Facility.  In addition, the interest rate payable under
the Facility increased from the commercial paper rate plus 1.75%
to the prime rate plus 3.75%.  As of the date hereof, the Company
has not received any notice from the lenders.  At June 30, 2009,
the interest rate under the Facility was 7.0%.

The Company said that it is in discussions with lenders to seek
relief from certain of the terms of the Amended Securitization
Facility, including the requirement under the Facility that the
Company use all principal, interest and fees collected from the
debt investments secured by the Facility to pay down amounts
outstanding under the Facility within 24 months after the date of
the termination event.

In view of these matters, the Company adds that the realization of
certain of the assets is dependent upon the Company's ability to
meet its financing requirements, raise additional capital, and the
success of its future operations.  In addition, because
substantially all of the Company's debt investments are secured by
the Company's Amended Securitization Facility, the Company cannot
provide any assurance that it will have sufficient cash and liquid
assets to fund its operations and dividend distributions to its
stockholders.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?44ae

Patriot Capital Funding, Inc. (NASDAQ:PCAP) is a closed-end and
non-diversified investment company.  It is a specialty finance
company that provides financing solutions to small- to mid-sized
companies.  The Company typically invests in companies with annual
revenues between $10 million and $100 million, and companies,
which operate in various industrial sectors.

                        Going Concern Doubt

On March 13, 2009, Grant Thornton LLP in New York City expressed
substantial doubt about Patriot Capital Funding, Inc.'s ability to
continue as a going concern after auditing the Company's financial
statements for the fiscal years ended Dec. 31, 2008, and 2007.

The auditor noted that the Company may not have sufficient cash
and liquid assets to fund its normal operations.  Therefore, the
Company may not be able to realize its assets and settle its
liabilities in the ordinary course of business.


PILGRIM'S PRIDE: Agreement to Resolve F&S Produce's PACA Claim
--------------------------------------------------------------
Pilgrim's Pride Corp. and its affiliates sought and obtained the
Court's authority, pursuant to Rule 9019 of the Federal Rules of
Bankruptcy Procedure, to enter into a letter agreement with F & S
Produce Co., Inc., to resolve a certain claim asserted by F & S
under the Perishable Agricultural Commodities Act.

As of the Petition Date, the Debtors' records reflected several
outstanding unpaid invoices from F & S dated on or after
October 16, 2008, in the aggregate amount of $253,980.  All of
the Invoices were claims for payment by F & S for deliveries to
the Debtors of diced celery.

On December 3, 2008, the Court entered the Critical Vendors Order
authorizing the Debtors to pay certain Critical Vendors.  The
Debtors paid F & S $77,857, which was the amount of the Claim
that arose from deliveries of diced celery to the Debtors within
20 days of the Commencement Date.   The Debtors' payment of F &
S' 503(b)(9) Amount gave F & S a claim balance of $176,123.

On December 10, 2008, F & S delivered a letter to the Debtors
stating that it had delivered "perishable agricultural
commodities" to the Debtors and that those goods were "subject to
the statutory trust authorized by Section 5(c) of the Perishable
Agricultural Commodities Act of 1930.  Accordingly, F & S has
asserted that the Claim Balance should immediately be paid in
full.

PACA protects suppliers and sellers of produce by regulating
certain entities, namely those that qualify under PACA as
"commission merchant[s]," "broker[s]," or "dealer[s]," in their
transactions with produce suppliers.

F & S asserts that the Debtors are a "commission merchant,
dealer, or broker," and that F & S's diced celery is a
"perishable agricultural commodity."  Accordingly, F & S alleges
that the celery and any proceeds therefrom should be held in
trust for F & S and not be property of the Debtors' estates until
the Claim Balance has been paid in full.

The Debtors dispute that PACA applies to the Claim.  Even if the
diced celery is a perishable agricultural commodity, the Debtors
dispute that their businesses are the kind of businesses that
Congress intended to regulate when it enacted PACA.

To avoid protracted litigation on this issue, however, the
Debtors have determined that it is in the best interests of their
estates to resolve with F & S the dispute regarding the Claim
Balance on the terms set forth in the Agreement.

The salient terms of the Agreement are:

* The Debtors will pay F & S $140,000 within 15 calendar days
   of entry of a final non-appealable order granting this
   Motion.

* Upon receipt of the Payment from the Debtors, the Claim, the
   Claim Balance and the Invoices will be deemed satisfied in
   full, and F & S will have no further rights against the
   Debtors or their estates in connection therewith.

* The Parties agree that nothing in the Agreement will be an
   acknowledgment or admission that PACA does or does not apply
   to the Claim.

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Court OKs to Pay Fees for $1.65BB Exit Financing
-----------------------------------------------------------------
The Chapter 11 cases of Pilgrim's Pride Corporation and its debtor
affiliates have progressed on track and it is in their goal to
confirm a plan of reorganization and exit bankruptcy by the end of
2009.  Accordingly, the Debtors are currently working with certain
of their existing lenders to establish an exit financing facility.
Because the Debtors anticipate the need for a substantial exit
financing facility, the Debtors believe that a loan syndicate is
the best option to obtain that financing.  To that end, the
Debtors have engaged the assistance of CoBank, ACB, and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
International," New York Branch, to structure and arrange the exit
financing facility and to use their best efforts to form a
syndicate of financial institutions to provide financing for any
exit credit facility pursuant to the terms of a mandate letter and
mandate fee letters, and, upon execution, a commitment letter and
commitment fee letters.

After due consideration, Judge Michael Lynn has authorized the
Debtors' entry into the Mandate Letter, Commitment Letter, and Fee
Letters, Subject Fees.

The Debtors entered into the Mandate Letter, dated July 21, 2009,
by and among PPC, To-Ricos, Ltd., To-Ricos Distribution, Ltd.,
CoBank, and Rabobank setting forth the terms and conditions on
which CoBank and Rabobank will structure, arrange, and syndicate a
credit facility to provide exit financing to the Debtors in
connection with a plan of reorganization.

Pursuant to the Mandate Letter, CoBank and Rabobank will
structure, arrange and syndicate a senior revolving, term A and
term B credit facility in an aggregate principal amount of up to
$1,650,000,000 for the Debtor Parties, pursuant to exit financing
being provided in connection with a plan of reorganization of the
Debtors.

CoBank and Rabobank and, to the extent they are appointed, other
institutions will serve as joint lead arrangers to form a
syndicate of financial institutions, in consultation with and
reasonably acceptable to the Debtor Parties, to provide the
financing for the Credit Facility.  The Mandate Letter provides
that CoBank will serve as the sole and exclusive administrative
agent for the Credit Facility, and CoBank and Rabobank will serve
as joint syndication agents.  However, neither the Mandate Letter
nor the Mandate Fee Letters constitute a commitment by CoBank or
Rabobank or any of their affiliates to provide or underwrite any
portion of the Credit Facility.

The Mandate Letter further provides that the arrangements with
CoBank and Rabobank will be on an exclusive basis through
September 15, 2009, and that during that period the Debtor
Parties will not solicit, initiate, entertain, or permit any
discussions in respect of the offering, placement, or arrangement
of any competing senior credit facility or facilities of the
Debtor Parties.

The Mandate Letter contains customary provisions for loan
syndication arrangements, including an obligation of the Debtor
Parties to cooperate with and assist CoBank and Rabobank in their
efforts to syndicate an exit facility.  The Mandate Letter also
requires the Debtor Parties, subject to approval by the Court, to
pay the Joint Lead Arrangers, any additional Joint Lead
Arrangers, the Joint Syndication Agents and an institution for
the Credit Facility the nonrefundable fees set forth in the
Mandate Fee Letters and to reimburse CoBank and Rabobank and
their respective affiliates for all reasonable and documented out
of pocket expenses incurred in connection with the Credit
Facility and any related documentation and administration.

The Mandate Letter further provides for the Debtor Parties to
indemnify each Lender Party and its affiliates, as well as their
officers, directors, employees, advisors and agents, against all
claims and liabilities to which any the Indemnified Person may
become subject, in connection with the Mandate Letter, the Credit
Facility, the use of the Facility's proceeds, or any related
transaction.

A full-text copy of the Mandate Letter is available for free
at http://bankrupt.com/misc/ppc_mandateletter.pdf

Upon execution, the Commitment Letter will supersede the Mandate
Letter.  The Commitment Letter contains substantially the same
terms as the Mandate Letter except that it:

  (a) provides that CoBank and Rabobank collectively will commit
      a portion of the Credit Facility;

  (b) extends the exclusivity period for the Joint Lead
      Arrangers to provide the exit financing from September 15,
      2009, to December 31, 2009; and

  (c) authorizes the lenders providing the exit financing to
      condition their commitments to provide that financing upon
      (i) certain additional conditions relating to the Debtor
      Parties' delivery of satisfactory information regarding
      their corporate structure, capital structure, debt
      instruments, material agreements, governing documents and
      financial condition, subject to the approval of the Debtor
      Parties; and (ii) delivery of certain due diligence
      information within the time periods set forth in the
      Commitment Letter.

A draft copy of the Commitment Letter is available for free at:

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

                          Fee Letters

In connection with the entry to the Mandate and Commitment
Letters, the Debtors ask the Court to approve:

  -- an administrative agent fee letter with CoBank;

  -- a collateral agent fee letter with CoBank and Rabobank;

  -- a joint lead arranger fee letter with CoBank and Rabobank;

  -- a joint syndication agent fee letter with CoBank and
     Rabobank; and

  -- commitment fee letters.

The Joint Syndication Agent Mandate Fee Letter provides that,
following entry of an order authorizing the Debtor Parties to
enter into the Mandate Letter and Mandate Fee Letters, the
Debtors must pay certain fees to each Joint Syndication Agent
provided that, among other things, the Debtor Parties, CoBank and
Rabobank have entered into the Commitment Letter and Commitment
Fee Letters.  In addition, the Mandate Fee Letters provide for
additional amounts to be paid by the Debtors prior to
December 31, 2009, if other conditions are met.  The Joint Lead
Arranger Mandate Fee Letter and Joint Syndication Agent Mandate
Fee Letter provide that the full amount of the arranger and
syndication fees under those documents must be paid if the
Lender Parties are willing to provide financing on terms
substantially similar to those contemplated in the term sheet
attached to the Mandate Letter and the Debtor Parties do not
accept the financing but consummate exit financing with another
party.

Upon execution of the Commitment Letter, the Commitment Fee
Letters will supersede the Mandate Fee Letters.  The Commitment
Fee Letters do not alter the amount of fees that would otherwise
have been paid pursuant to the terms of the Mandate Fee Letters;
that is, the fees the Debtors are obligated to pay remains
unchanged by the superseding of the Mandate Fee Letters by the
Commitment Fee Letters, although the Commitment Fee Letters do
contain certain insubstantial changes to the Mandate Fee Letters.

The Debtors seek the Court's authority to pay fees and expenses
pursuant to the terms set forth in the Mandate Letter, Commitment
Letter, and Fee Letters.

Because the Fee Letters contain proprietary information, the
Debtors have not described in detail the fee arrangements set
forth in the Fee Letters.  The Debtors seek the Court's authority
to file the Fee Letters under seal so that the specific fee
arrangements may be disclosed to the Court, the United States
Trustee and to the statutory committees appointed in theses
Chapter 11 cases who have executed appropriate confidentiality
agreements.

Mayer Brown LLP represents the Administrative Agent and the Joint
Lead Arrangers.  Mayer Brown is located at:

    1675 Broadway
    New York, NY 10019-5820
    Tel: (212) 506-2500
    Fax: (212) 262-1910

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Presents Agreements With Labor Unions
------------------------------------------------------
Pursuant to Section 363(b) of the Bankruptcy Code and Rule 9019
of the Federal Rules of Bankruptcy Procedure, Pilgrim's Pride
Corp. and its affiliates ask the Court to approve the terms of
certain agreements, which modify the terms of the Debtors'
collective bargaining agreements with the United Food and
Commercial Workers International Union and various local
affiliates, including the Retail, Wholesale, and Department Store;
the United Steel workers International Union and its local union
15120; and the Baker, Confectionery, tobacco workers and Grain
Millers International Union and its local union 42.  The Debtors
also seek the Court's authority to perform their obligations with
respect to the agreements.

The Debtors are in the process of developing a business plan that
will serve as the basis of their reorganization, which plan
depends on some modifications with respect to the terms of the
CBAs.  The Debtors believe that entry into modified and successor
agreements with respect to all CBAs would result in increased
stability with respect to both labor and costs during the post-
bankruptcy period to the benefit of the Debtors' businesses and,
thereby, all parties-in-interest.

The Unions, according to Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, in Dallas, Texas, are willing to agree to
the proposed modifications of the terms of the CBAs in exchange
for, among other things, an agreement by the Debtors to seek
approval of the same and to waive their right to seek further
modifications or rejection of the CBAs pursuant to section 1113
of the Bankruptcy Code.  The Unions have also sought assurances
that these agreements will be assumed under a plan of
reorganization.

The salient terms of the Agreements are:

(a) Modifications of the obligations of PPC and its
     union-represented workers with regard to hours of work and
     payment of overtime;

(b) Modifications of PPC's obligations with regard to providing
     health and welfare benefits;

(c) Standardization of the work week to 12:01 a.m. Sunday
     through the following Saturday at midnight;

(d) Temporary suspension of the cash component of PPC's driver
     recognition program;

(e) Suspension of PPC's tuition reimbursement program until the
     plan of reorganization becomes effective;

(f) Implementation of an "E-Payroll" system;

(g) Standardization of the number of paid holidays;

(h) Provision for certain raises over the course of the
     Agreements, or, in certain cases of the Open CBAs, provide
     certain retroactive raises, $100,000 in fees for the
     Union's professional advisors subject to review of invoices
     by PPC, with all current agreements expiring during the
     remainder of 2009 and 2010 extended for an additional two
     years from expiration;

(i) Provision for a waiver of PPC's right to seek rejection or
     modification of any of the Agreements pursuant to any
     provision of the Bankruptcy Code including Section 1113;
     and

(j) Provision that any plan of reorganization will provide for
     the assumption of the Agreements as they modify the current
     CBAs and exculpation provisions for the unions equivalent
     to those provided for the Debtors and their employees,
     officers, etc.; that the Agreements will become effective
     immediately upon approval by the Bankruptcy Court; that
     any plan of reorganization for the Debtors will provide
     for assumption of the Agreements as they modify the current
     CBAs; and the Debtors agree that they will not file,
     sponsor or support confirmation of a plan of reorganization
     that does not provide for assumption of the Agreements.

The terms of PPC's settlement with the UFCW are memorialized in
an agreement dated June 30, 2009, a full-text copy of which is
available for free at:

        http://www.bankrupt.com/misc/PPC_UFCW_stlmnt.pdf

At PPC's Batesville, Arkansas facility, certain employees are
represented by the IBT.  The terms and conditions of employment
for the IBT-represented employees are governed by a joint CBA
that applies both to IBT-represented employees and UFCW-
represented employees.  However, the IBT-represented employees
have failed to ratify the modifications agreed to by the UFCW to
their joint UFCW/IBT CBA.

The modifications agreed to by the UFCW will not be applied to
the IBT-represented employees at this time.

The terms of PPCs settlement with the USW are memorialized in an
agreement dated July 2, 2009, a full-text copy of which is
available for free at:

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

The terms of PPC's settlement with the BCTW are memorialized in
an agreement dated August 21, 2009 a full-text copy of which is
available for free at:

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

As a result of the Debtors' proposed modifications, the Debtors
anticipate annual cost savings of approximately $23,400,000.
Approximately half of this estimated annual cost savings is
directly attributable to the modified CBAs, Mr. Youngman tells
the Court.  The remaining half is attributable to company-wide
changes to PPC's health benefits which are made possible by the
modified CBAs with the Unions.

The Court will convene a hearing to consider this motion on
October 13, 2009.  Objections will be due by October 6.

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.

Committee has not expressed an opinion.


PILGRIM'S PRIDE: Proposes to Set Up FY2009 Performance Bonus Plan
-----------------------------------------------------------------
Pilgrim's Pride Corp. and its affiliates ask the Court to (i)
approve the FY2009 Performance Bonus Plan and (ii) authorize the
Debtors to implement the FY2009 Performance Bonus Plan.

Pursuant to the Court's December 2, 2008 Order, the Debtors are
authorized to enter into and implement two plans providing
performance-based compensation to certain employees, namely, the
Performance Improvement Plan and the Key Employee Incentive
Compensation Agreements.

The Debtors' Chief Executive Officer, Chief Financial Officer,
Executive Vice Presidents, and Senior Vice Presidents, according
to Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in
Dallas, Texas, are not qualified to participate in the PIP, and
most of the Debtors' SVPs are not party to an Incentive
Agreement.

In addition, eligibility for awards under the existing PIP and
Incentive Agreements is not conditioned on either the Debtors'
businesses achieving specified profit levels, nor on the Debtors'
emergence from bankruptcy, Mr. Youngman tells the Court.  The
Debtors believe that their reorganization would benefit if
certain additional key employees were eligible to receive bonuses
specifically conditioned upon achieving specified target levels
of profits and on the Debtors' emergence from bankruptcy.

Each Key Employee that is eligible for an award under the FY2009
Performance Bonus Plan will receive a cash bonus that is equal to
the employee's pro rata share of a pool equal to the sum of (i)
$2.6 million, plus (ii) 4% of any portion of the Debtors' EBITDAR
for the third and fourth fiscal quarters of FY2009 that exceeds
$225 million, plus (iii) the aggregate amount of the payments
that would become payable under the PIP and the Incentive
Agreements, assuming the performance criteria and conditions to
payment were satisfied under these arrangements.

According to Mr. Youngman, each Key Employee's pro rata share of
the total pool available to Key Employees under the Performance
Bonus Plan will be based on the factor of the individual's target
bonus percentage, as set by the Debtors' Board of Directors,
multiplied by the amount of the employee's annualized base salary
accrued with respect to FY2009.

The FY2009 Performance Bonus Plan also provides that if the
Debtors' EBITDAR for the third and fourth quarters of FY2009
meets or exceeds $325 million, each award pursuant to the plan
will be equal to an amount that is at least 100% of the
applicable Key Employee's FY2009 Bonus Factor, Mr. Youngman
stresses.  Key Employees eligible to participate in two or more
of the FY2009 Performance Bonus Plan, the PIP and the Incentive
Agreements will only receive the highest of the award values; the
bonuses under the three schemes are not cumulative, he stresses.

The Debtors recognize that short-term incentive goals play an
integral part in aligning employee interests with a business'
success.  Incentive compensation is the component that can most
directly influence individual decision making, Mr. Youngman
contends.  The Debtors determined that the potential awards under
the FY2009 Performance Bonus Plan will align Key Employees'
interests with those of the Debtors' creditors and equity
interest holders.  This incentive compensation will drive overall
results, he assures the Court.

The Court will convene a hearing to consider approval of the
motion on September 29, 2009, at 10:30 a.m. Central Time.
Responses will be due by September 22.

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


POWER EFFICIENCY: AP Finance Discloses 8.9% Equity Stake
--------------------------------------------------------
AP Finance LLC disclosed its ownership of 3,974,276 shares -- or
roughly of 8.9% -- of common stock of Power Efficiency
Corporation.  The number of shares beneficially owned includes
400,000 shares of common stock issuable upon conversion of
preferred stock and 815,327 shares of common stock issuable upon
exercise of warrants owned by Power Efficiency Corp.

Meanwhile, Power Efficiency filed with the Securities and Exchange
Commission its PowerPoint presentation used at the Rodman &
Renshaw Annual Global Investment Conference in New York, September
9 to 11, 2009.  A full-text copy of the presentation is available
at no charge at http://ResearchArchives.com/t/s?44ad

                     About Power Efficiency

Headquartered in Las Vegas, Nevada, Power Efficiency Corporation
(OTCBB: PEFF.OB) -- http://www.powerefficiency.com/-- is a clean
tech company focused on efficiency technologies for electric
motors.  The Company has developed a patented and patent-pending
technology platform, called E-Save Technology, which has been
demonstrated in independent testing to improve the efficiency of
electric motors by up to 35% in appropriate applications.

As of June 30, 2009, the Company had $3,130,846 in total assets
and $1,637,538 in total liabilities.

The audit report dated March 30, 2009, Sobel & Co., LLC, the
Company's former independent registered public accounting firm --
which was included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2008 -- noted that the Company "has
suffered recurring losses from operations, and the Company has
experienced a deficiency of cash from operations.  These matters
raise substantial doubt as to the Company's ability to continue as
a going concern."

As reported by the Troubled Company Reporter, Power Efficiency
dismissed Sobel & Co.  On April 27, the Company's audit committee
approved the engagement of BDO Seidman, LLP, as its new
independent registered public accounting firm.

In its quarterly report filed with the Securities and Exchange
Commission on Form 10-Q for the period ended June 30, 2009, the
Company said it suffered recurring losses from operations, and a
recurring deficiency of cash from operations, including a cash
deficiency of roughly $1,585,000 from operations, for the six
months ended June 30, 2009, and lacks sufficient liquidity to
continue its operations.  "These factors raise substantial doubt
about the Company's ability to continue as a going concern," Power
Efficiency said.

Power Efficiency said continuation of the Company as a going
concern is dependent upon achieving profitable operations in the
long-term and raising additional capital to support existing
operations for at least the next 12 months.  Management's plans to
achieve profitability include developing new products, obtaining
new customers and increasing sales to existing customers.


QPC LASERS: Jack Ehrenhaus Appointed as Director and CEO
--------------------------------------------------------
Jack Ehrenhaus was appointed to the Board of Directors of QPC
Lasers Inc. and the Board appointed him as the Chief Executive
Officer on August 28 2009.

Jeffrey Ungar resigned as an officer and director of the Company.

Pursuant to ceasing operations and disposition of assets on
June 1, 2009; the Company plans to no longer engage in the laser
manufacturing business.  The Board of Directors is currently
engaged in restructuring the capitalization of the Company and
generating a new business plan.

QPC Lasers designed and manufactured laser diodes through its
wholly owned subsidiary, Quintessence Photonics Corporation.
Quintessence was incorporated in November 2000 by Jeffrey Ungar,
Ph.D. and George Lintz, MBA.  The Founders began as entrepreneurs
in residence with DynaFund Ventures in Torrance, California and
wrote the original business plan during their tenure at DynaFund
Ventures from November 2000 to January 2001.  The business plan
drew on Dr. Ungar's 17 years of experience in designing and
manufacturing semiconductor lasers and Mr. Lintz's 15 years of
experience in finance and business; the primary objective was to
build a state of the art wafer fabrication facility and hire a
team of experts in the field of semiconductor laser design.

The Company anticipates that it will in the near future file for
protection under Chapter 7 of the federal bankruptcy laws and that
its common stock will have no value after liquidation of the
Company is completed.


RAQUEL WOOLIN: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Journal Raquel Woolin has filed for Chapter 11 bankruptcy
protection, listing $6.4 million in secured debts and $1 million
to $10 million, which included a $7.4 million, 2.5-acre estate.

Paul Brinkmann at South Florida Business Journal reports that the
estate had been listed for sale at $17 million.

Business Journal relates that a judgment lien of $3.8 million by
Commercial Bridge Loan Fund Group LLC is listed among the claims
against Ms. Woolin.

Raquel Woolin is the widow of real estate developer husband Martin
Woolin.


RARE RESTAURANTS: Moody's Withdraws 'Caa2' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service withdrew all ratings for Rare
Restaurants Group, LLC, for business reasons.

These ratings have been withdrawn:

* Corporate Family Rating -- Caa2
* Probability of Default Rating -- Caa2
* $100 million senior secured notes -- Caa2 (LGD-3, 45%)
* Negative rating outlook

The last rating on Rare occurred on December 18, 2008, when
Moody's downgraded its CFR to Caa2 from Caa1.

Rare Restaurant Group, LLC, owns and operates seven premium fine
dining steakhouse and seafood restaurants under the Mastro's
Steakhouse and Mastro's Ocean Club Fish House brand.  For the
trailing twelve months ended June 24, 2009, the company reported
net sales of approximately $65 million.


RATHGIBSON INC: S&P Withdraws 'D' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Lincolnshire, Illinois-based tubing products manufacturer
RathGibson Inc., including the 'D' corporate credit rating.

The company filed for Chapter 11 bankruptcy protection on July 13,
2009.


READER'S DIGEST: Has New Organization for U.S. Businesses
---------------------------------------------------------
The Reader's Digest Association, Inc., on September 14 announced a
series of changes to its United States business organization
designed to accelerate growth and efficiency.  Suzanne Grimes,
currently President, Food & Entertaining, was named President of a
new division called U.S. Affinities that will comprise her present
division plus the Home & Garden affinity.  Alyce Alston, currently
President, Home & Garden and Health & Wellness, was named
President, Emerging Businesses, a new division responsible for
developing and launching new businesses throughout RDA.  Reader's
Digest Community, a division focused on growing and nurturing the
Reader's Digest brand, magazine and related products, will
continue to be led by Eva Dillon, President, apart from the
affinity structure.

Mary G. Berner, President and Chief Executive Officer, said the
changes are designed to build upon gains achieved since the
company first adopted a U.S. affinity structure in 2007 that
enabled it to leverage similar businesses, building multi-platform
communities of consumers around the content of leading brands.
Ms. Berner said the structure has helped the company grow
advertising market share and build customer communities,
strengthening relations with both consumers and advertisers.

These new moves are intended to enable us to bring our U.S.
affinities closer together under one organization to drive growth
and efficiency, as well as enhance collaboration, effectiveness
and best practices among the various teams, said Ms. Berner.
Going forward, a single organization will lead and support our
U.S. affinity businesses, building around brands like
Allrecipes.com, Every Day with Rachael Ray, Taste of Home, Birds &
Blooms, and The Family Handyman.  A single leadership team will
also oversee advertising and the establishment of strong division-
wide, customer-focused marketing programs.

At the same time, Ms. Berner said that RDA plans to more
aggressively pursue growth initiatives, thereby creating greater
opportunity for new business development, hence the increased
focus on this area.

The new Emerging Businesses division led by Alyce Alston will
create, test and grow new businesses from incubation to launch.
This team in keeping with our goal to create content that
consumers receive how, when and in what form they want will create
content for use in all RDA channels and platforms, Berner said.
Neil Wertheimer, Editor, Home & Garden and Health & Wellness,
becomes Vice President and Editor-in-Chief, Emerging Businesses
and Content Development, reporting to Alston. Weekly Reader
Publishing Group and the U.S. direct-mail books business will
continue to report to her as well.

Reader's Digest Community, led by Eva Dillon, President, will
continue to nurture, grow and develop Reader's Digest, the
company's flagship brand.  The goal is to leverage the Reader's
Digest magazines, books, music and digital divisions to build new
generations of customers around its unique ability to explain,
inspire, engage and simplify.  As previously announced, the
division is continuing its transformation into an innovative
multi-media brand by delivering content to users through expanded
digital and print investments and the development of new mobile,
video and multi-media applications.  A full suite of products will
be launched over the next year, branded "Reader's Digest Version,"
to capitalize on the brand's unparalleled expertise in producing
condensed, accessible and useful information.  The division also
announced plans to launch Best You, a multi-platform community for
women 40+, in spring 2010.

Ms. Grimes has served as President, Food & Entertaining, since
March 2007, responsible for brands including Allrecipes.com, Every
Day with Rachael Ray and the Taste of Home portfolio of assets.
She joined RDA from Condi Nast, where she was Senior Vice
President of the Condi Nast Media Group (CNMG), responsible for
corporate advertising sales across a portfolio of 30 consumer
magazines and related digital businesses.  The assets included
Vogue, Vanity Fair, Gourmet, Bon Appetit and Condi Net, which
included Epicurious and other interactive assets.  Prior to
joining CNMG, she was Vice President and Publisher of Glamour
magazine, Vice President and Publisher of Allure magazine and the
founding Publisher of Women's Sports and Fitness.  Prior to Condi
Nast, she was Senior Vice President and Publisher of TV Guide, at
News Corporation.

Ms. Alston joined RDA in April 2007 as President of Home & Garden
and Health & Wellness.  Ms. Alston and her teams have developed a
strong content-development capability, creating, testing and
launching new brands, platforms and business models including
Purpose Driven Connection, Best You, Fresh Home, Dollar Savvy and
Puzzles & Prizes.  Prior to joining RDA, she was CEO of De Beers
Diamond Jewellers US, Inc.  Earlier, Ms. Alston was Group
Publisher of W, W Jewelry, and Vitals magazines at Fairchild's
Condi Nast Publications.  Prior to going to Fairchild, Alston was
the Publisher of O, The Oprah Magazine and Publisher of YM, and
held posts at Allure, MCI/NewsCorp. Interactive and TV Guide.

Ms. Dillon joined RDA in April 2007 as President, Reader's Digest
Community, responsible for the flagship magazine, Reader's Digest,
Reader's Digest Large Print edition, Reader's Digest Trade Books
division, Select Editions continuity books series, and Reader's
Digest Music.  She joined RDA from Condi Nast, having served as
Vice President and founding Publisher of Cookie magazine.
Previously, she was Vice President, Publisher of Jane, Associate
Publisher of Glamour and held posts at TV Guide, YM, Vogue,
Harper's Bazaar, and The New Yorker.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

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


REFCO INC: Chapter 7 Trustee Professionals' Fee Applications
------------------------------------------------------------
These professionals that rendered services to Albert Togut, as
Chapter 7 Trustee overseeing the liquidation of Refco LLC, ask
the Court to award them fees and reimburse their expenses for the
fee period from November 1, 2008, to June 30, 2009:

Professional                          Fees         Expenses
------------                        --------       --------
Jenner & Block LLP                  $531,181        $19,585
Refco Trustee's Attorney

Bridge Associates LLC                292,352          7,796
Trustee's Financial Advisors

Togut, Segal & Segal LLP             194,204          2,299
General Bankruptcy Counsel

Neal, Gerber & Eisenberg LLP         126,779            526
Special Counsel

Henderson & Lyman                      1,400             36
Special Counsel

Carl W. Gilmore, as expert with the Refco LLC Trustee's objection
to Richard Goodman's Claim No. 160, also seeks the allowance of
fees, totaling $34,300, and reimbursement of expenses, totaling
$884, for the final fee period from June 1, 2008 to February 6,
2009.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.  The Company has operations
in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


RUTH SORIAL: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ruth Sorial
        7923 Gainford St
        Downey, CA 90240

Bankruptcy Case No.: 09-34535

Chapter 11 Petition Date: September 11, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Jason Boyer, Esq.
                  The Law Office of Jason Boyer
                  PO Box 2729
                  Venice, CA 90294-2729
                  Tel: (213) 219-9953
                  Fax: (213) 402-3008
                  Email: jasonjboyer@gmail.com

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

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

A full-text copy of Ms. Sorial's petition, including a list of her
5 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-34535.pdf

The petition was signed by Ms. Sorial.


SAMSONITE STORES: Simon Property, 2 Others in Creditors Committee
-----------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, appointed
three members to the official committee of unsecured creditors in
the Chapter 11 cases of Samsonite Company Stores LLC.

The Creditors Committee members are:

1. Simon Property Group
   Attn: Ronald Tucker
   225 W. Washington St.
   Indianapolis, IN 46204
   Tel: (317) 263-2346
   Fax: (317) 263-7901

2. Heritage Travelware
   Attn: Sue Wallentin
   430 Kimberly Drive
   Carol Stream, IL 60188
   Tel: (630) 614-7034
   Fax: (630) 614-7035

3. Travelon, Inc.
   Attn: John Saltarski
   700 Touhy Ave.
   Elk Grove Village, IL 60007
   Tel: (847) 621-7051
   Fax: 847-621-7001

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

               About Samsonite Company Stores

Samsonite Corp. is the worldwide leader in superior travel bags,
luggage and accessories, combining notable style with the latest
design technology and the utmost attention to quality and
durability. In 2006 and 2007, the Company had sales of $1.1
billion and $1.2 billion, respectively.

Offering superior travel bags, luggage and accessories, under the
Samsonite, Samsonite Black Label, and American Tourister brands,
Samsonite Company Stores LLC operates full-price and outlet stores
in 38 states across the U.S.  The Company is a wholly-owned
subsidiary of Samsonite Corporation.

As of July 31, 2009, Company Stores leased 173 retail stores in
the United States located in 38 states. It employs approximately
650 people and had sales of $112 million and $108.1 million in
2007 and 2008, respectively.  As of July 31,2009, it had $233
million in total assets and $1.5 billion in total liabilities.

Samsonite Company Stores filed for Chapter 11 on September 2, 2009
(Bankr. D. Del. Case No. 09-13102).  Attorneys at Young Conaway
Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison
LLP serve as bankruptcy counsel to the Debtor.  Hilco Merchant
Resources LLC is liquidation agent.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  The case has been assigned to
Judge Peter J. Walsh.


SAMSONITE STORES: Court Approves Epiq as Claims and Noticing Agent
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Samsonite Company Stores LLC to employ Epiq Bankruptcy Solutions,
LLC as notice and claims agent.

Epiq is expected to, among other things:

   a) perform certain noticing functions; and

   b) assist the Debtor in analyzing and reconciling proofs of
      claim filed against the Debtors' estate.

Daniel E. McElhinney, tells the Court that Epiq received a $25,000
retainer in payment for its services.

Mr. McElhinney assures the Court that Epiq is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Samsonite Corp. is the worldwide leader in superior travel bags,
luggage and accessories, combining notable style with the latest
design technology and the utmost attention to quality and
durability. In 2006 and 2007, the Company had sales of $1.1
billion and $1.2 billion, respectively.

Offering superior travel bags, luggage and accessories, under the
Samsonite, Samsonite Black Label, and American Tourister brands,
Samsonite Company Stores LLC operates full-price and outlet stores
in 38 states across the U.S.  The Company is a wholly-owned
subsidiary of Samsonite Corporation.

As of July 31, 2009, Company Stores leased 173 retail stores in
the United States located in 38 states.  It employs approximately
650 people and had sales of $112 million and $108.1 million in
2007 and 2008, respectively.  As of July 31,2009, it had $233
million in total assets and $1.5 billion in total liabilities.

Samsonite Company Stores LLC filed for Chapter 11 on September 2,
2009 (Bankr. D. Del. Case No. 09-13102).  Attorneys at Young
Conaway Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton &
Garrison LLP serve as bankruptcy counsel to the Debtor.  Hilco
Merchant Resources LLC is liquidation agent.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The case has
been assigned to Judge Peter J. Walsh.


SAMSONITE STORES: Section 341(a) Meeting Scheduled for October 14
-----------------------------------------------------------------
Roberta DeAngelis, Acting U.S. Trustee for Region 3, will convene
a meeting of creditors in Samsonite Company Stores's Chapter 11
case on Oct. 14, 2009, at 10:00 a.m.  The meeting will be held at
J. Caleb Boggs Federal Building, 2nd Floor, Room 2112, Wilmington,
Delaware.

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

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

Samsonite Corp. is the worldwide leader in superior travel bags,
luggage and accessories, combining notable style with the latest
design technology and the utmost attention to quality and
durability. In 2006 and 2007, the Company had sales of
$1.1 billion and $1.2 billion, respectively.

Offering superior travel bags, luggage and accessories, under the
Samsonite, Samsonite Black Label, and American Tourister brands,
Samsonite Company Stores LLC operates full-price and outlet stores
in 38 states across the U.S.  The Company is a wholly-owned
subsidiary of Samsonite Corporation.

As of July 31, 2009, Company Stores leased 173 retail stores in
the United States located in 38 states.  It employs approximately
650 people and had sales of $112 million and $108.1 million in
2007 and 2008, respectively.  As of July 31, 2009, it had
$233 million in total assets and $1.5 billion in total
liabilities.

Samsonite Company Stores filed for Chapter 11 on September 2, 2009
(Bankr. D. Del. Case No. 09-13102).  Attorneys at Young Conaway
Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison
LLP serve as bankruptcy counsel to the Debtor.  Hilco Merchant
Resources LLC is liquidation agent.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  The case has been assigned to
Judge Peter J. Walsh.


SEMGROUP LP: Canadian Creditors' Meeting Adjourned to October 8
---------------------------------------------------------------
At the application of the Canadian units of SemGroup L.P., Madame
Justice Romaine in the Court of Queen's Bench of Alberta Judicial
District of Calgary entered an order on September 3, 2009,
adjourning a Meeting of the Ordinary Creditors.

The Canadian Creditors' Meeting was previously scheduled for
September 10, 2009.

The Canadian Creditors' Meeting will be held on October 8, 2009,
at Osler, Hoskin & Harcourt LLP, in 2500, 450 -1st Street SW,
Calgary, AB T2P 5H1.

Madame Justice Romaine adjourned until further date
the sanctioning of the Debtors' CCAA Plans, previously scheduled
for September 16, 2009.  Thus, if the CCAA Plans are approved by
the required majority of the Canadian Debtors' affected
creditors, the Canadian Debtors may bring a motion to the Court
on October 26, 2009, seeking separate orders sanctioning each of
the CCAA Plans.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: CCAA Cases is Foreign Main Proceeding for SemCanada
----------------------------------------------------------------
At SemCanada Crude Company, SemCAMS ULC, CEG Energy Options,
Inc., A.E. Sharp Limited, and SemCanada Energy Company' request,
Judge Shannon of the U.S. Bankruptcy Court for the District of
Delaware recognized on August 27, 2009, the CCAA Proceedings as
"foreign main proceedings" under Chapter 15 of the U.S.
Bankruptcy Code.

Judge Shannon authorized in full force and effect the Canadian
Meetings Order, as amended, entered by the Hon. Madame Justice
Romaine in the Court of Queen's Bench of Alberta Judicial
District of Calgary.

Judge Shannon further found that Ernst & Young, Inc., the
Applicants' Canadian Companies' Creditors Arrangement Act monitor
appointed by the Hon. Madame Justice Romaine is a person within
the meaning of Section 101(14) of the Bankruptcy Code and is the
duly appointed foreign representative of each member of the
SemCanada Group under Section 101(14).

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Producers Committee Wants Chapter 11 Trustee
---------------------------------------------------------
The Official Producers' Committee in SemGroup L.P.'s cases asks
the Bankruptcy Court to direct the appointment of a Chapter 11
trustee or an examiner for the estates of Debtors SemCrude, L.P.,
Eaglwing, L.P., and SemGas, L.P.

Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, asserts that by recently
"attacking" their schedules of assets and liabilities, as well as
statements made in their previously Court-approved Disclosure
Statement, and then filing amended Schedules to dispute every
producer claim, the Debtors have raised serious and unshakable
doubts regarding their fidelity to all creditors in their Chapter
11 cases.

The Debtors' actions come as an "unfortunate" about-face after
almost a year of painstakingly preparing schedules, not to
mention the costs of more than $1 million incurred, with
considerable input from the OPC and individual producers pursuant
to the Reclamation Claims Procedures Order, Mr. Pernick points
out.

Mr. Pernick also reminds the Court that while a reorganization
plan was being considered by creditors, the Debtors filed a new,
radically altered plan on August 25, 2009.  This new plan
purports to offer Producers and other creditors under Section
503(b)(9) of the Bankruptcy Code a settlement offer of less than
par on their priority Section 503(b)(9) Claims, which the Debtors
had previously promised to pay in full as required by the
Bankruptcy Code.  The current plan structure requires an
independent investigation of intercompany claims and transactions
among the Debtors, he says.  He further discloses that the OPC
has identified serious discrepancies in the intercompany
accounts, which would significantly affect the rights of any
Debtors that are withdrawn from the plan, as well as those that
remain.

Against this backdrop, the Debtors' current management and their
professionals have demonstrated, once and for all, their
unsuitability to serve as a fiduciary for the Producer Debtors,
the OPC insists.  Thus, by this motion, the OPC seeks the
appointment of a Chapter 11 Trustee to investigate the Debtors'
Schedule Amendments, to investigate intercompany claims and
transfers among the Producer Debtors, and to manage the Producer
Debtors' affairs.  In the alternative, the OPC seeks the
appointment of an examiner to investigate intercompany claims and
transfers, the Schedule amendments, the Plan amendment, and
actions of the Debtors' management postpetition.

Mr. Pernick asserts that cause exists for an immediate
appointment of a Chapter 11 trustee under Section 1104(a)(1)
based on the actions of the Debtors' management.  He further
notes that the appointment of an examiner is warranted because
the Debtors have fixed, unliquidated, unsecured debts exceeding
$5,000,000.

In another filing, the OPC seeks the Court's permission to file
under seal an unredacted copy of its Motion to Appoint, citing
that the Motion to Appoint may contain certain information that
is deemed confidential pursuant to a confidentiality agreement
entered with the Debtors.

The Court will convene a hearing on the OPC's Appointment Request
on October 26, 2009, at 10:00 a.m.  The parties will confer and
agree on appropriate objection and reply deadlines regarding the
motion.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: SemCAMS' Capital Expenditures Hiked to $47.5 Mil.
--------------------------------------------------------------
Ernst & Young, LLP, the Court-appointed monitor of SemCanada
Crude Company and its affiliates' reorganization proceedings
before the Canadian Companies' Creditors Arrangement Act provided
on August 26, 2009:

  * an update on the status of SemCAMS ULC, SemCanada Crude and
    SemCanada Energy Company, A.E. Sharp Ltd., and CEG Energy
    Options, Inc.;

  * an update on the U.S. proceedings of SemGroup, L.P. and the
    potential impact of recent U.S. events on the restructuring
    timeline for SemCAMS, SemCanada Crude and SemCanada Energy
    Companies; and

  * comments on SemCAMS' application to further amend the
    Amended and Restated Initial Order to increase the permitted
    capital expenditures of SemCAMS from $46.6 million to
    $47.5 million.

The Monitor disclosed that certain producer creditors in the U.S.
Proceedings obtained leave to appeal a decision granted on
June 19, 2009, by the U.S. Bankruptcy Court for the District of
Delaware concerning the limit of producer liens over the property
of various affiliates of SemGroup.  Accordingly, the U.S. Court
of Appeals scheduled a hearing for the appeal on October 7, 2009.
The Official Producers' Committee brought an application to
continue or adjourn the confirmation hearing of the Second
Amended Plan of Reorganization that was scheduled for hearing on
September 16, 2009.  Depending on the outcome of the OPC's
Adjournment Motion, the Monitor noted that there may be an
extended delay in the reorganization of SemGroup's business and
affairs.  Meanwhile, on August 25, 2009, the U.S. Debtors filed
their Third Amended Joint Plan of Reorganization and its
accompanying Disclosure Statement.  Hearing on the Disclosure
Statement is scheduled for September 24, 2009, and a hearing
regarding confirmation of the Amended US Plan is scheduled for
October 26, 2009.

Moreover, as the timetable for the U.S. Proceedings has been
revised as a result of the filing of the Amended U.S. Plan and
may be subject to further delay as a result of the OPC's
Adjournment Motion and the Producers' Appeal, the Canadian
Debtors may bring an application to further amend the CCAA Plans
and amend the Canadian Creditors' Meetings Order to coordinate
with any revised timetable in the U.S. Proceedings and any
further amendments to the U.S. Plan.

In addition, the Monitor related that SemCAMS' capital
expenditures will have remained within the existing Allowable
SemCAMS Capital Expenditures limit until September 4, 2009.
SemCAMS expects to incur an additional $900,000 in capital
expenditures thereafter to October 31, 2009, causing total
capital expenditures to be in excess of the current limit
authorized by the Amended and Restated Initial Order.  Based on
its preliminary review of updated draft cash flow projections
beyond October 2, 2009, the Monitor believed that SemCAMS will
have sufficient cash flow to October 31, 2009, to meet all of its
capital expenditure payment obligations if the increase in the
Allowable SemCAMS Capital Expenditures limit being sought is
approved.  The Monitor further noted that the overall value of
SemCAMS will be negatively affected if the other capital projects
are not continued.

A full-text copy of the Monitor's Report is available for free
at http://bankrupt.com/misc/semgroup_Aug26MonitorReport.pdf

                          *     *     *

Madame Justice Romaine in the Court of Queen's Bench of Alberta
Judicial District of Calgary entered an order on August 28, 2009,
increasing SemCAMS' capital expenditures from $46,600,000 to
$47,500,000.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: To Present Plan for Confirmation on October 26
-----------------------------------------------------------
SemCrude, L.P., its parent, SemGroup, L.P., and their debtor
affiliates ask Judge Brendan Linehan Shannon of the U.S.
Bankruptcy Court for the District of Delaware to approve the
Disclosure Statement explaining their Third Amended Joint Plan of
Reorganization dated August 25, 2009, as containing adequate
information pursuant to Section 1125 of the Bankruptcy Code.

Objections to the Disclosure Statement, the Debtors propose, must
be filed no later than 4:00 p.m. on September 17, 2009.  The Court
will consider approval of the Disclosure Statement on
September 24, 2009 at 10:00 a.m. (Eastern Time).

The Debtors ask the Court to approve to begin soliciting votes on
their Third Amended Joint Plan of Reorganization in accordance
with proposed solicitation schedule and protocol.  Pursuant to the
Second Amended Disclosure Statement Order dated July 20, 2009, the
Court set July 22, 2009, as the voting record date for (i)
purposes of determining which creditors are entitled to vote on
the Plan, and (ii) for determining which creditors and equity
interest holders in non-voting classes are entitled to
receive an appropriate notice of non-voting status.

The Debtors propose to set the hearing to consider confirmation
of the Plan on October 26, 2009, which may be adjourned or
continued from time to time by the Court without further notice.
The Debtors propose to provide all parties-in-interest that
receive a Solicitation Package with a notice of the confirmation
hearing on or before September 26.

Objections to confirmation of the Plan, or to proposed
modifications to the Plan, if any, must be filed so as to be
actually received no later than 4:00 p.m. (Eastern Time) on
October 21, 2009.

                      Third Amended Plan

SemGroup, L.P., and its debtor affiliates delivered to the U.S.
Bankruptcy Court for the District of Delaware on August 25, 2009,
a Third Amended Joint Plan of Reorganization and the Disclosure
Statement explaining that Plan.

Under the Third Amended Plan, the Debtors expect their total
available distributable value as of the Effective Date to be
$2.354 billion, consisting of:

  * $1.019 billion in Cash,
  * $300 million in Second Lien Term Loan Interests, and
  * $1.035 billion in New Common Stock and Warrants.

The $1.019 billion in Cash consists of (i) $618 million of
Cash generated during the Debtors' Chapter 11 cases from the
operations of the Debtors, which includes $112.4 million in
restricted Cash, (ii) $164 million of Cash of the Canadian
subsidiaries of SemGroup to be distributed pursuant to the
Canadian Plans, (iii) $157 million in Cash from sales of assets by
the SemGroup Companies and (iv) approximately $80 million of Cash
expected to be received from the Canadian subsidiaries of SemGroup
for crude settlements occurring after the Effective Date.  In
addition, the Debtors and Prepetition Lenders will contribute
certain Causes of Action to the Litigation Trust.  The Debtors
will distribute interests in the Litigation Trust to the holders
of certain Allowed Claims.  The Debtors have not placed a value on
the Litigation Trust.

A full-text copy of the Third Amended Plan dated August 25, 2009,
is available for free at:

          http://bankrupt.com/misc/semgroup_Aug25Plan.pdf

A full-text copy of the Disclosure Statement explaining the Third
Amended Plan is available for free at:

         http://bankrupt.com/misc/semgroup_Aug25DiscStat.pdf


                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SHUMATE INC: John Michial Shumate Files for Chapter 11 Bankruptcy
-----------------------------------------------------------------
John Michial Shumate, who owns Shumate Motorsports in Kennewick
and three other motorcycle dealerships in the Northwest, has filed
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
for the Eastern District of Washington.

Mr. Shumate owes $13 million to hundreds of debtors including
Harley-Davidson Credit Corp., GE Capital Franchise Finance Corp.,
and KeyBank National Association, court documents say.

Pratik Joshi at Tri-City Herald reports that months of talks with
creditors to reorganize debt had failed.  Shumate Tri-City LLC,
Shumate Inc., and Shumate Spokane LLC were also placed under
Chapter 11 bankruptcy protection, the report says, citing Mr.
Shumate's lawyer, Barry W. Davidson.

According to Tri-City Herald, Mr. Davidson said that his client
will close the Spokane and Idaho operations but keep Tri-City and
Walla Walla stores open.

Shumate Spokane's assets will be sold to an interested buyer,
while Mr. Shumate will refinance the assets of Shumate Tri-City as
quickly as possible, Tri-City Herald states, citing Mr. Davidson.

Kennewick, Washington-based Shumate, Inc., and its affiliates --
filed for Chapter 11 bankruptcy protection on September 9, 2009
(Bankr. E.D. Wash. Case No. 09-05079).  The Company's debtor-
affiliates include: John Michial Shumate and Jennifer D. Shumate,
Shumate Tri-City, LLC, and Shumate Spokane, LLC.  Barry W.
Davidson, Esq., at Davidson Backman Medeiros PLLC assists the
Debtors in their restructuring efforts.  Shumate, Inc., listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


SOUTHERN RESORT: Foreclosure Auction Blocked by Ch. 11 Filing
-------------------------------------------------------------
Knoxville News Sentinel reports that Southern Resort Properties
LLC has filed for Chapter 11 bankruptcy protection, blocking a
September 11 foreclosure auction of 278 acres of land on a
hillside off Edgemoor Road in Oak Ridge.

Court documents say that Southern Resort bought the property for
$1.788 million from Centennial Village Development LLC in August
2006.  According to Knoxville News, the 278 acres included the 30-
acre tract which was in foreclosure from the city of Oak Ridge for
$1.75 million.  Citing Southern Resort's lawyer Dennis Ragsdale,
Knoxville News says that First Volunteer Bank was scheduled to
auction off the land.

Mr. Ragsdale said that Southern Resort Properties disputes First
Volunteer's claim that the Company had defaulted on its loan for
the land purchase, as "the notes had not come due," Knoxville News
relates.

Florida-based Southern Resort Properties, LLC, was incorporated by
Clara Kemper Plummer and Robert K Darnell on April 14, 2004, and
is currently not active.


STEVE SILVA: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Steve Silva
        2418 Seidenberg Ave.
        Key West, FL 33040

Bankruptcy Case No.: 09-29226

Chapter 11 Petition Date: September 11, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: David Marshall Brown, Esq.
                  33 NE 2, St # 208
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  Email: dmbrownpa@bellsouth.net

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

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

A list of the Company's 16 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/flsb09-29226.pdf

The petition was signed by Mr. Silva.


TANA SEYBERT LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Tana Seybert LLC
        525 West 52nd Street
        New York, NY 10019

Case No.: 09-15478

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Cousins Printing LLC                               09-15480
Creative Print Services LLC                        09-15481
Printelligence, LLC                                09-15482

Chapter 11 Petition Date: September 11, 2009

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

Judge: James M. Peck

Debtor's Counsel: Alan D. Halperin, Esq.
                  Halperin Battaglia Raicht LLP
                  555 Madison Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 765-9100
                  Fax: (212) 765-0964
                  Email: ahalperin@halperinlaw.net

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.


TAYLOR BEAN: BofA Wants Servicing Rights Terminated
---------------------------------------------------
According to Bill Rochelle at Bloomberg News, Taylor Bean &
Whitaker Mortgage Corp. is facing a motion by Bank of America N.A.
for the termination of TBW's servicing rights.  The bank also
wants a turnover of funds paid by borrowers.  In response, TBW
said it was unable to make required payments because its accounts
were frozen by the Federal Deposit Insurance Corp.

Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States.  In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities.  It also managed
a combined mortgage servicing portfolio of approximately
$80 billion.  The company employed more that 2,000 people in
offices located throughout the United States.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).  Edward J. Peterson, III, Esq., at Stichter,
Riedel, Blain & Prosser, PA, in Tampa, Florida, represents the
Debtor.  Troutman Sanders LLP is special counsel.  BMC Group Inc.
serves as claims agent.  Taylor Bean has more than $1 billion of
both assets and liabilities, and between 1,000 and 5,000
creditors, according to the bankruptcy petition.


TARRAGON CORP: South Florida Community Center Exits Building
------------------------------------------------------------
Don Crinklaw at South Florida Sun-Sentinel reports that the Gay
and Lesbian Community Center of South Florida has moved out of its
rented home on Tarragon Corp.'s North Andrews Avenue building.

Sun-Sentinel relates that Bruce Tanner, the neighborhood's civic
association's former secretary, said that he is concerned about
possible crime the abandoned area might attract.  The report
quoted him as saying, "When the GLCC moves, we'll have a
significant stretch of dark avenue."

According to Sun-Sentinel, Mr. Tanner said, "Will Tarragon turn
out the lights?"

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  Daniel A.
Lowenthal, Esq., at Patterson Belknap Webb & Tyler, LLP, in New
York, represents the official committee of unsecured creditors
appointed in the case.  Tarragon has said equity holders are out
of the money with regard to its bankruptcy case.  As of
September 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


THE DYNAMIS GROUP LLC: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: The Dynamis Group LLC
        5400 N Preston Hwy
        Louisville, KY 40229

Bankruptcy Case No.: 09-34645

Chapter 11 Petition Date: September 11, 2009

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: David M. Cantor, Esq.
                  Seiller Waterman LLC
                  462 S. 4th Street, Suite 2200
                  Louisville, KY 40202
                  Tel: (502) 584-7400
                  Email: cantor@derbycitylaw.com

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

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

A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/kywb09-34645.pdf

The petition was signed by Jack A. Helmick, officer of the
Company.


THORNBURG MORTGAGE: U.S. Trustee Seeks to Probe Officials
---------------------------------------------------------
Court documents say that the U.S. Trustee for the District of
Maryland has received information about a "potential
misappropriation" of assets at Thornburg Mortgage, Inc., now known
as TMST Inc.

According to court documents, the trustee is now seeking to
examine Thornburg Mortgage CEO Larry Goldstone, chief financial
officer Clarence Simmons, and corporate communications vice
president Amy Pell, based on information it received indicating
the Company's assets may have been misused.

Reuters relates that Thornburg Mortgage's official committee of
unsecured creditors filed a motion on Thursday seeking to
interview Messrs. Goldstone and Simmons.  Reuters states that the
committee also sought to secure documents from SAF Financial Inc,
an entity formed by Messrs. Goldstone and Simmons around the same
time that Thornburg Mortgage filed for bankruptcy.  SAF Financial
was formed "without prior disclosure" and "raises a host of
questions and concerns" about how Thornburg Mortgage's assets,
employees, professionals, and opportunities were used in its
creation, the report says, citing the committee.  According to the
report, the committee said that it wasn't aware of SAF Financial's
existence until August 31.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge
Duncan W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.


TITAN SPECIALTIES: Liquidity Concerns Prompt S&P to Junk Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Titan Specialties Ltd. to 'CCC+' from 'B-'.  The outlook
is negative.

In addition, S&P lowered the rating on the company's first-lien
senior secured credit facilities to 'B-' from 'B', one notch
higher than the corporate credit rating on the company.  The
recovery rating on this debt remains '2', indicating substantial
(70% to 90%) recovery in the event of default.  Additionally, S&P
lowered the rating on the company's second-lien senior secured
term loan to 'CCC-' from 'CCC', two notches lower than the
corporate credit rating.  The recovery rating remains '6',
indicating its expectation of negligible (0% to 10%) recovery in
the event of default.

"The downgrade on the corporate credit rating reflects liquidity
concerns, very aggressive credit metrics, and expected weakness in
North American drilling activity," said Standard & Poor's credit
analyst Kenneth Cox.  The ratings on Titan Specialties take into
account a significant decline in drilling activity by exploration
and production companies, the company's highly leveraged financial
profile, the small scale and scope of operations, poor inventory
turnover, potential covenant violations, liquidity concerns, and
its narrow business position in the cyclical North American
oilfield services market.

As of June 30, 2009, Titan had $182.8 million in total debt.
Standard & Poor's Ratings Services considers the company's
$13.5 million in subordinated seller's payment-in-kind notes as
debt.

S&P's deem Titan's business profile as vulnerable.  Through its
business lines, which include perforating, energetics, and
instruments, Titan sells a wide array of niche products that map
well geography and identify potential production zones.  Its
perforating guns create communication holes between zones and well
bores.

Titan is highly dependent on the extent of E&P spending, regional
drilling activity levels, and commodity prices.  The current
reduction in spending by exploration and production companies is
hampering the company's operations.

Titan is also subject to inventory risk.  Inventory turnover is
very low.  Falling commodity prices and less drilling could force
the company to sell inventory at lower-than-anticipated market
prices.  This could squeeze its margins in the short term, which
is a concern given the company's high leverage.

Titan's cash flow protection measures are currently satisfactory
for the rating.  Adjusted debt to EBITDA was 4.7x as of June 30,
2009, and EBITDA interest coverage was 2.5x.  However, S&P expects
these metrics to worsen considerably given the unfavorable
industry outlook.  For instance, debt to annualized second-quarter
EBITDA is 15.5x.

S&P's expect persistent weakened industry conditions to result in
poorer financial performance.  The ratings and/or outlook could be
pressured if liquidity declines or if Titan is unable to favorably
resolve any potential covenant violations.


TRIPLE CROWN: Files Ch. 11 With Plan to Give Control to Lenders
---------------------------------------------------------------
Triple Crown Media Inc. filed for banrkuptcy with a pre-arranged
reorganization plan.  According to Reuters and Bloomberg, the Plan
provides that:

   -- The second lien-lenders, owed a total of $35 million, will
      receive a 90% stake in reorganized Triple Crown and
      $10 million in notes.

   -- First-lien lenders, owed $38.6 million, would continue to be
      paid as normal.

   -- The 10% of the equity in the reorganized company would be
      split evenly between former shareholders and managers under
      an incentive program.

Triple Crown, which operates six daily newspapers and one
weekly, began losing circulation and advertising revenue after
being spun off from Gray Television Inc. in 2005, Chief
Financial Officer Mark G. Meikle said in a court filing,
Bloomberg's Steven Church reported.

The Chapter 11 plan is supported by lenders holding 80% of the
second-lien debt.

Triple Crown Media Inc., filed for Chapter 11 on Sept. 14 (Bankr.
D. Del. Case No. 09-13181).

Triple Crown Media, Inc., derives revenue from its Newspaper
Publishing operations. The Company's Newspaper Publishing
operations derive revenue primarily from three sources: retail
advertising, circulation and classified advertising. TCM's
Newspaper Publishing operations' advertising revenues are
primarily generated from local advertising. TCM sold its GrayLink
Wireless segment on June 22, 2007. The Company sold its Host
Collegiate Marketing segment and Host Association Management
Services segment on November 15, 2007. TCM's sole remaining
operating segment consists of its Newspaper Publishing business.
This consists of the ownership and operation of six daily
newspapers and one weekly newspaper with a total daily circulation
as of June 30, 2008, of approximately 95,200 and a total Sunday
circulation as of June 30, 2008 of approximately 131,850. Its
newspapers are characterized by their focus on the coverage of
local news and local sports.

Triple Crown had assets of $36,431,000 against debts of
$88,296,000 as of March 31, 2009.


TROPICANA ENT: Court OKs OpCo's 3rd Amendment to DIP Facility
-------------------------------------------------------------
Judge Kevin Carey granted, on August 31, 2009, a request by a
group of Tropicana entities, designated as the OpCo Debtors, to
enter into the Third Amendment of their existing postpetition
credit facility with The Foothill Group Inc., as administrative
agent, and certain lending institutions.  Among others, the
maturity date of the DIP Credit Facility under the Third Amendment
is extended through Dec. 31, 2009.

The OpCo Debtors are also authorized, but not directed, to pay
the fees set forth under the Third DIP Amendment.

As previously reported, the Court entered on May 30, 2008, a
final order authorizing the OpCo Debtors to obtain up to
$67,000,000 in postpetition financing on a superiority
administrative claim and first priority priming lien basis,
pursuant to the terms of the OpCo Debtors' DIP Credit Agreement
with Silver Point Finance, LLC, who has since been replaced by
The Foothill Group, Inc., as administrative agent, collateral
agent, sole bookrunner, and sole lead arranger.  The Debtors have
amended the Credit Agreement twice since May 2008.  The Court
approved on October 14, 2008, the First DIP Amendment, wherein
the parties agreed to waive certain EBITDA covenant defaults.
The Court approved on March 17, 2009, the Second DIP Amendment,
wherein the agreement was further modified to waive certain
EBITDA covenant defaults.

The OpCo Debtors have made substantial progress in their Chapter
11 cases, Travis A. McRoberts, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, reminds the Court.  They
have obtained confirmation of their Plan of Reorganization and
have made significant headway satisfying the conditions precedent
to the consummation of the Plan.  The OpCo Debtors anticipate to
exit from Chapter 11 protection within the next several months.

In the meantime, however, the DIP Credit Agreement will mature by
its own terms on September 5, 2009, before the OpCo Plan can be
consummated.  Thus, the OpCo Debtors have initiated a dialogue
with the DIP Lenders to extend the maturity date of the DIP
Credit Agreement pursuant to a Third DIP Amendment.

The Third DIP Amendment provides for these salient terms:

  * The maturity date of the DIP Credit Agreement would be
    extended through and including December 31, 2009 -- First
    Maturity Date.

  * The potential further extension of the maturity date through
    and including February 28, 2010, or the "Second Maturity
    Date" at the election of the OpCo Debtors.

  * The payment of an upfront amendment fee payable as of the
    execution date of the amendment to extend the maturity of
    the DIP Credit Agreement to the First Maturity Date, and an
    additional upfront amendment fee payable as of the First
    Maturity Date payable upon the OpCo Debtors' election to
    further extend the DIP Credit Agreement to the Second
    Maturity Date.

  * In addition to the upfront fees, the Third DIP Amendment
    contemplates certain fees that will be paid on any future
    borrowings under the DIP Credit Agreement.

The OpCo Debtors are presently negotiating with the DIP Lenders
to determine the amounts of the amendment fees based on present
market rates and also continue to determine certain other terms
of the Third DIP Amendment, Mr. McRoberts tells the Court.

The OpCo Debtors are also exploring alternative financing
agreements with other potential lenders and will inform the Court
if a better alternative eliminates the need to enter into the
Third DIP Amendment, according to Mr. McRoberts.

The OpCo Debtors believe that their entry into the Third DIP
Amendment is a sound exercise of their business judgment.  Upon
maturity of the DIP Credit Agreement, the OpCo Debtors will be
required to satisfy in full the DIP Obligations.  By extending
the maturity date pursuant to the Third DIP Amendment, the OpCo
Debtors will be able to continue to pursue consummation of the
OpCo Plan, the occurrence of which provides a means to satisfy
the DIP Credit Agreement in full, Mr. McRoberts says.

                         4th DIP Amendment

A few days before the Court approved the Third DIP Amendment, the
OpCo Debtors filed Amendment No. 4 to their Credit Agreement,
under which:

  -- the maturity date of the Facility refers to the earlier of
     January 31, 2010, or the date on which all loans becomes
     due and payable;

  -- the Debtors are required to obtain all required approvals
     of all relevant gaming authorities to the "Security
     Documents" no later than 180 days following the closing
     Date; further provided that the Debtors should obtain the
     required approval of the Indiana Gaming Board with respect
     to Evansville no later than January 30, 2010;

  -- the Debtors' capital expenditures under the DIP Facility
     should not exceed these amounts:

        Month ending on                       Amount
        ---------------                    -----------
        September 30, 2009                 $50,100,000
        October 31, 2009                   $51,100,000
        November 30, 2009                  $52,100,000
        December 31, 2009                  $53,100,000

  -- the Debtors are required to achieve these Consolidated
     EBITDA under the DIP Facility:

        Month ending on                       Amount
        ---------------                    -----------
        September 30, 2009                  $6,000,000
        October 31, 2009                    $5,000,000
        November 30, 2009                   $4,000,000
        December 31, 2009                   $3,000,000

A full-text copy of Fourth DIP Amendment is available for free at:

http://bankrupt.com/misc/Tropi_4thAmDIPCreditAgreement082509.pdf

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

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


TROPICANA ENT: Icahn Gets NJCC Nod to Operate Atlantic City Casino
------------------------------------------------------------------
The New Jersey Casino Control Commission approved, on August 27,
2009, an ownership structure for the Tropicana Casino and Resort
Atlantic City to be placed under the control of a group of
investors led by billionaire financier Carl C. Icahn, the
PressofAtlanticCity.com reported.

The former corporate parent of Tropicana Atlantic City will
operate the business again as a reorganized company owned by the
Icahn-led group, The Associated Press noted in a separate report.

Mr. Icahn and other investors bought Tropicana Entertainment LLC
out of bankruptcy this year and plan to replace it with a public
company called Tropicana Entertainment Inc., PAC noted.

TEI plans to fold Tropicana Atlantic City into its corporate
umbrella of casinos in Nevada, Mississippi, Louisiana and
Indiana, according to PAC.

The NJ Commission has determined that TEI is not the same as
Tropicana Entertainment LLC, which is Tropicana Atlantic City's
former owner, and that William J. Yung III is no longer involved
in the casino's operations.

The turn over of the Tropicana Atlantic City to TEI depends on
the speed of the bankruptcy cases of the Tropicana affiliates in
Delaware and New Jersey.  Gilbert Brooks, an attorney for the
Icahn group, believes that the bankruptcy proceedings could be
resolved by the end of the year, PAC reported.

In the meantime, the Tropicana Atlantic City will continue to
operate under the supervision of a state-appointed conservator.
Tropicana Atlantic City's current management team headed by
President Mark Giannantonio will also remain for the time being,
PAC said.

Mr. Giannantonio welcomed the new owners and said that "the
change will bring more stability to the casino after a turbulent
reign," according to PAC.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

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


TROPICANA ENT: Las Vegas Entities Name New Management Team
----------------------------------------------------------
Tropicana Las Vegas proudly announced its new executive team
assembled under the new ownership banner of Tropicana Las Vegas,
Inc., and hand selected by Tropicana Chairman and CEO Alex
Yemenidjian.

"A critical aspect of creating the new Tropicana Las Vegas is
attracting extraordinarily talented people," Mr. Yemenidjian in a
public statement.  "I feel very fortunate to have such a high
performance team in place as I firmly believe that intellectual
capital is the raw material from which success is made."

Joanne Beckett steps in as Vice President and General Counsel,
overseeing all legal aspects of the company including risk
management, security, surveillance and government relations.  Ms.
Beckett is a skilled attorney with more than 20 years experience
in all aspects of hotel-casino law and litigation.  She offers
vast legal knowledge and expertise to the company.

Jerry Fox brings a wealth of financial knowledge and familiarity
to his position as Vice President of Finance and Chief Financial
Officer.  Mr. Fox holds a Bachelor of Science Degree in Finance
from Santa Clara University, a Master of Business Administration,
and a Master of Science in Hotel Administration from the
University of Nevada, Las Vegas.  He has more than 20 years of
finance and gaming experience.

Charged with creating and maintaining the highest level of hotel
and hospitality standards is UNLV alumni and hotel/casino veteran
Arik Knowles.  Mr. Knowles serves as the Vice President of Hotel
Operations.  His responsibilities include overseeing all aspects
of the hotel, guest services, public areas, facilities
management, room reservations and revenue management.  Mr.
Knowles holds a Bachelor of Science degree in Hotel
Administration and currently serves on the Board of Directors for
the Nevada Hotel and Lodging Association.

Taking on the position of Vice President of Casino Operations,
Don Wren oversees all aspects of table games and slot operations.
He has a plethora of relevant experience with an impressive work
history at properties including MGM Resorts, Primm Valley Casino
Resorts, Excalibur and Harrah's Las Vegas.  Mr. Wren brings a
unique blend of casino operations, marketing and integration
management experience to his position.

As Vice President of Food and Beverage, Jim Laughlin is
responsible for all aspects of food and beverage operations,
planning and development.  Mr. Laughlin offers a distinctive
blend of hands-on food and beverage experience as well as a
background in marketing.  His energetic approach to management
will be well employed as Tropicana redesigns its dining and
entertainment offerings.  Mr. Laughlin holds a Bachelor of Arts
degree in Communications from Indiana University.

Todd Gagnon brings both practical experience and an industry-
specific educational background to his position as Vice President
of Sales.  Mr. Gagnon served as Director of Sales for Harrah's
Entertainment eastern region, Director of Group Sales for Caesars
Palace and Director of National Accounts for the Marriot
Corporation.  He holds a Bachelor of Science degree in Hotel,
Restaurant and Travel Administration from the University of
Massachusetts.  Mr. Gagnon leads Tropicana's convention and group
sales efforts.

Trish Gilbert spearheads creative direction and rebranding
efforts for Tropicana Las Vegas in her newly appointed position
of Vice President of Marketing.  She will develop, implement and
manage the property's overall image through a collaboration of
advertising, brand marketing, customer relationship management
and public relations efforts.  Prior to joining the Tropicana
team, Ms. Gilbert held executive positions with Fontainebleau Las
Vegas, Resorts Atlantic City and Aladdin Resort and Casino.  She
has a Bachelor of Arts from Ursinus College and a Master of Arts
from Rowan University.

Melissa Steinberg holds the title of Vice President of Player
Development.  Ms. Steinberg has more than 25 years of experience
in the gaming industry, with an exceptional and thorough
knowledge of both marketing and casino operations at all
organizational levels.  Throughout her extensive career she has
created and implemented successful casino marketing and
promotional programs in highly competitive markets including Las
Vegas, Atlantic City, Ontario and the Bahamas.

Grammy award-winner Nancy Gregory dons the title of Vice
President of Entertainment.  Ms. Gregory leads all creative
processes as related to entertainment as well as manages
entertainment offerings property-wide.  A prolific creator of
live multi-media productions, she's designed major productions
for Disney Paris, Warner Bros. World, Radio City Music Hall and
Madison Square Garden.  She holds a Master of Fine Arts in Music
from the University of Cincinnati.

The Tropicana Human Resources Department is in the proficient
hands of recently appointed Vice President of Human Resources
Fred Harmon.  Mr. Harmon has nearly two decades of human
resources and casino industry experience.  Previous employers
include MGM Grand, Rio Suite Hotel-Casino, Aladdin Resort and
Casino and most recently, Harmon Resources Consulting Firm, which
aided in the successful opening of the Venetian Macau.  In this
position, Harmon is responsible for the development,
implementation and oversight of the overall employee culture,
employee development and training, recruitment, and employee and
labor relations.

Longtime Las Vegan Richard Faircloth takes the helm as Vice
President of Information Technology.  Prior to joining the
Tropicana team, Mr. Faircloth held executive positions at the MGM
Grand, Golden Nugget and Five Star Solutions.  In this position
he is responsible for establishing short and long term
information technology needs and direction, building and managing
data centers, recruiting technical team players, providing
appropriate application systems and all other facets of
information technology.

The new management team comes together on the brink of a very
exciting time for Tropicana Las Vegas; a planned $125,000,000
renovation is slated to begin in late August, heralding a whole
new era for Tropicana Las Vegas and the South Strip.

The property transformation includes the redesign of every hotel
room, the casino and the pool area, among others.  There will
also be several new restaurants, bars, a new poker room and
nightclub.

For more information and to access visuals, visit:

                 http://www.tropicanamediasite.com/

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

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


VERMILLION INC: Shares Up After FDA's OK on OVA1 Test
-----------------------------------------------------
The U.S. Food and Drug Administration has cleared Vermillion
Inc.'s OVA1 test that can help detect ovarian cancer in a pelvic
mass that is already known to require surgery.  The test helps
patients and health care professionals decide what type of surgery
should be done and by whom.  Val Brickates Kennedy at AskNewswires
reports that Vermillion shares rose to $1.10 a share on Friday,
after the test was approved.

Headquartered in Fremont, California, Vermillion, Inc. --
http://www.vermillion.com/-- engages in the development and
commercialization of diagnostic tests to aid physicians diagnose
and treat results for patients. The Company filed for Chapter 11
on March 30, 2009 (Bankr. D. Del. Case No. 09-11091).  Francis A.
Monaco Jr., Esq., and Mark L. Desgrosseilliers, Esq., at Womble
Carlyle Sandridge & Rie, PLLC, represent the Debtor as counsel.
At September 30, 2008, the Debtor had $7,150,000 in total assets
and $32,015,000 in total liabilities.


VISTEON CORP: G. Adams Demands Probe on U.K. Practices
------------------------------------------------------
Sinn Fein President Gerry Adams has called for an investigation
of Visteon after workers were left to fend for themselves when
Visteon UK terminated operations in its factories in Christopher
Martin Road, Basildon, Enfield and Belfast in March 2009,
according to Enfield Independent.

The Belfast factory is under Mr. Adams's Northern Ireland
constituency.  Sinn Fein is an Irish political movement founded
in 1905 to promote independence from England and unification of
Ireland.

Enfield Independent reported that Mr. Adams criticized both
Visteon and Ford Motor Company after he obtained paperwork
showing how the company's pension fund was being run.  According
to the report, Mr. Adams said in a Northern Ireland Assembly in
May 2009, "The behavior of the board of Visteon UK and Ford
Motor Company and the treatment of the workers here and in
Britain, has been shameful.  Indeed, I believe that aspects of
that behavior amount to fraud, corruption and sharp practice. .
. .  We must seek to ensure that the relevant Government and
statutory agencies, including the Pensions Regulator, carry out
the necessary rigorous assessments and investigations into the
conduct of those companies."

Enfield Independent added that the Pensions Regulator issued a
statement saying: "We are very aware of this situation but cannot
provide comment on individual cases.  As with any investigation,
we will consider any evidence presented to us and act in a manner
which aims to protect member benefits."

UNITE Union called for a meeting with Ford's management last
September 9, 2009, Hannah Crown of Enfield Independent related.
The Union also supports an investigation into Visteon and Ford.

Ford, however, insisted that it is independent of Visteon,
Enfield Independent noted.  Instead, Ford released a statement
saying: "The situation for former Visteon UK employees is
unfortunate but the responsibility for administering and funding
their terms and conditions was Visteon's.  This included managing
its pension fund, which was 100 per cent funded at the time of
transfer.  Ford has taken a number of actions to support Visteon
and to assist Visteon in its efforts to achieve long term
viability.  These included enabling 560 Visteon employees to
return to Ford and providing Visteon with ongoing and new Ford
business."

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  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 has assets of $4,561,000,000 and debts
of $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
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Global Tech's Schedules of Assets & Debts
-------------------------------------------------------
A.   Real Property                                           $0

B.   Personal Property
B.1  Cash on hand                                             0
B.2  Bank Accounts
      Comerica Bank                                   1,295,402
B.3  Security Deposits                                        0
B.4  Household goods                                          0
B.5  Collectibles                                             0
B.6  Wearing apparel                                          0
B.7  Furs and Jewelry                                         0
B.8  Firearms and other equipment                             0
B.9  Interests in Insurance Policies                          0
B.10 Annuities                                                0
B.11 Interests in an education IRA                            0
B.12 Interests in IRA, ERISA or other Pension Plans           0
B.13 Business Interests and stocks                 Undetermined
B.14 Interests in partnerships                                0
B.15 Government and Corporate Bonds                           0
B.16 Accounts Receivable
      Visteon Corporation                         1,646,825,155
      Visteon Electronics Corporation                46,953,537
      Visteon Global Treasury, Inc.                   1,896,249
      Visteon Systemes Interieurs SAS                 1,346,108
      Visteon Systems, LLC                              126,543
      Altec Electronica Chihuahua, S.A.De C.V.          342,534
      Carplastic S.A. de C.V.                           163,472
      Climate Systems Mexicana, S.A. De C.V.            112,088
      Visteon Ardennes Industries SAS                   856,440
      Visteon Deutschland GmbH                          430,335
B.17 Alimony                                                  0
B.18 Other Liquidated Debts                                   0
B.19 Equitable or Future Interests                            0
B.20 Interests in estate of a debt benefit plan               0
B.21 Other Contingent & Unliquidated claims                   0
B.22 Patents and other intellectual property       Undetermined
    See http://bankrupt.com/misc/VistenGlobal_B22.pdf
B.23 Licenses, franchises, and other intangibles   Undetermined
B.24 Customer lists or other compilations                     0
B.25 Vehicles                                                 0
B.26 Boats, motors, and accessories                           0
B.27 Aircraft and accessories                                 0
B.28 Office equipment, furnishings and supplies               0
B.29 Machinery                                                0
B.30 Inventory                                                0
B.31 Animals                                                  0
B.32 Crops                                                    0
B.33 Farming Equipments and implements                        0
B.34 Farm supplies, chemicals, and feed                       0
B.35 Other Personal Property                                  0

       TOTAL SCHEDULED ASSETS                    $1,700,347,863
       ========================================================

C.   Property Claimed as Exempt                              $0

D.   Secured Claims                                           0

E.   Unsecured Priority Claims                                0

F.   Unsecured Non-priority Claims
      Visteon Corporation                            36,133,345
      Visteon Holdings GMBH                           1,801,632
      Visteon Global Treasury, Inc.                     638,295
      Brinks Hofer Gilson & Lione                        45,165
      Dennemeyer & Co                                    25,043
      Visteon Deutschland GmbH                           22,657
      Dummet Copp & Co                                   17,558
      Cermak Horejs Myslil                               13,799
      Dr. Thomas Sperling                                12,241
      Nakamura and Partners                               9,516
      Visteon Autopal Services, S.R.O.                    3,620
      Dr Wulf Bauer                                       1,471
      Park IP Translations                                1,390
      Lhermet La Bigne & Remy                             1,067
      Grossman Tucker Perreault & Pfleger                   990
      CCPIT Patent and Trademark Law Office                 988
      Maeda Patent Office                                   743

      TOTAL SCHEDULED LIABILITIES                   $38,729,518
      =========================================================

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  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 has assets of $4,561,000,000 and debts
of $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
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Global Tech's Statement of Financial Affairs
----------------------------------------------------------
William G. Quigley, III, vice president of Visteon Corp.,
discloses that Visteon Global Technologies, Inc., did not earn
income from employment or the operation of its business within
two years before the Petition Date.  The Company though earned
income from other sources within the two-year period before the
Petition Date, which include:

  Source                                               Amount
  ------                                            -----------
  Intercompany royalties                            673,900,000
  Royalties                                          15,600,000
  Divestiture - European & South Am. Chassis Patents 13,600,000
  Divestiture - Almussafes Patents                    2,300,000
  Asset Sale - Variable Torque Enhancement Tech.      2,500,000
  Divestiture - Various Intellectual Property           100,000

Mr. Quigley adds that Visteon Global Technologies made payments
to creditors within 90 days immediately preceding the Petition
Date, totaling $306,794:

  Creditor                            Amount
  --------                            ------
  Alston & Bird LLP                 $271,028
  Fraser Martin & Miller LLC          13,229
  Brooks & Kushman Inc                11,560
  Fidelity Investments                10,975

The Company also made payments, ranging from $1.4 billion to $1.6
billion, to creditors, who are insiders within one year before
the Petition Date.  A list of the insider payments is available
for free at:

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

Within one year before the Petition Date, the Company became a
party to two lawsuits and administrative proceedings:

  Lawsuit                                               Status
  -------                                               ------
  Michael S. Males, as son and independent
  administrator of the estate of karen S. Salins
  v. Ford Motor Company; Visteon Corporation;
  Visteon Global Technologies, Inc.; Visteon
  Systems, LLC; Zexel Innovation Company, LLC;
  Ford Electronics and Refrigeration, LLC;
  MIG-Visteon Automotive Systems, LLC, and
  Lyons Ryan Ford Sales, Inc.                          Settled

  Caddy Products, Inc. v. Greystone International,
  Inc.(Defendant and Third Party Plaintiff) v.
  Visteon Global Technologies, Inc. (Third Party
  Defendant)                                           Pending

The Company also transferred properties within two years before
the Petition Date to these entities:

  Transferee                                  Value
  ----------                                ----------
  TeDrive Holding B.V.                     $13,600,000
  Johnson Controls Interiores, S.L.          2,300,000
  Controlled Power Technologies              2,500,000
  Various                                      100,000

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  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 has assets of $4,561,000,000 and debts
of $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
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Has Court Nod to Use Cash Collateral Until Oct. 7
---------------------------------------------------------------
In relation to Visteon Corp.'s request for a further cash
collateral use hearing with the consent of the agent to their
prepetition ABL facility, Judge Christopher S. Sontchi of the U.S.
Bankruptcy Court for the District of Delaware authorized the
continued use of the cash collateral Visteon Corporation and its
debtor affiliates' through:

  (x) October 7, 2009, or other date to which the Prepetition
      ABL Lenders, who hold amounts of Prepetition ABL
      Obligations sufficient to issue a consent pursuant to the
      Prepetition ABL Credit Agreement, may consent in writing;
      or

  (y) the date specified as the expiration date in any notice of
      an Event of Default delivered by the Prepetition ABL Agent
      to the Debtors, the Prepetition Term Agent, the Office of
      the United States Trustee, and the Official Committee of
      Unsecured Creditors, which Expiration Date must be at
      least three business days after delivery of that notice.

The Court's current ruling was issued on September 9, 2009, the
expiration date of the last interim cash collateral order.

The Prepetition ABL Lenders continue to be entitled, under
Section 363(e) of the Bankruptcy Code, to adequate protection of
their interest in the Prepetition ABL Collateral to the extent of
diminution in value, including for the use of Cash Collateral.

The final hearing on the Cash Collateral use will be held on
October 7, 2009, at 10:00 a.m., prevailing Eastern Time.

The Debtors had approximately $2.7 billion of outstanding debt on
a consolidated basis.  The debt amount is comprised of:

                                               Debt Amount
Facility                                       Outstanding
--------                                       -----------
Prepetition ABL Credit Agreement among
the Debtors, JPMorgan Chase Bank, N.A.,
as administrative agent, and certain
lenders, including Ford Motor Company
entered in August 2006

*Draws under the ABL Credit Pact              $89,000,000
*Reimbursement obligations for
   letters of credit under the ABL
   Credit Pact                                 $58,000,000

Prepetition Term Credit Agreement           $1,500,000,000
among Visteon, JPMorgan Chase Bank N.A.,
as administrative agent, and certain
lenders entered into in April 2007.

U.S. bond debt                                $862,000,000

Debt on account of other credit
facilities, capital leases for
affiliates, swaps, and other
miscellaneous obligations                     $214,000,000

To secure their Prepetition Obligations under the ABL Facility
and the Term Loan Facility, the Debtors granted to the
Prepetition Debtors (1) a first priority lien on certain of
Visteon assets and (2) a second priority lien on the remaining
Visteon assets.

The Term Lenders and the Revolver Lenders are also parties to an
Intercreditor Agreement dated June 13, 2006, among the
Prepetition ABL Agent, the predecessor to the Prepetition Term
agent, and certain of the Debtors.  Under the Intercreditor
Agreement provides that in the context of a Chapter 11 case, the
Prepetition ABL Lenders consent to the use of cash collateral or
to provide postpetition financing secured by the ABL Priority
Collateral, the Prepetition Term Lenders will be deemed to have
consented to cash collateral use or financing and will heave no
right to seek adequate protection or relief in connection with
the cash collateral use or financing.

The Debtors' cash, including all cash and other amounts on
deposit maintained in any account subject to "control" in favor
of the Prepetition Lenders are referred to as "Cash Collateral."

Accordingly, the Debtors have proposed to provide the Prepetition
ABL Lenders with three primary forms of adequate protection to the
extent of any diminution in value of the ABL Lenders' interest in
the Prepetition ABL Collateral:

  1. Adequate protection liens on all of the Debtors' rights,
     title and interest to all of the Debtors' property and
     proceeds, subject to the Carve-Out.

  2. Superpriority claim against each of the Debtors to the
     extent provided by Section 207(b) of the Bankruptcy Code,
     subject to the Carve-Out.

  3. Adequate protection payments, including payment of interest
     on the Prepetition ABL Obligations and payment of fees and
     expenses of the Prepetition ABL Lenders.

Moreover, despite the Prepetition Term Lenders' deemed consent
and waiver, the Debtors seek to provide those Term Lenders
adequate protection in the form of replacement liens.

Carve Out refers to the sum of (i) all unpaid fees to the Court
Clerk and to the U.S. Trustee; (ii) fees and expenses up to
$25,000 incurred by a trustee under Section 726(b) of the
Bankruptcy Code; (iii) to the extent allowed, all unpaid fees and
expenses incurred by persons or firms retained by the Debtors
pursuant to Sections 327 Bankruptcy Code; (iii) after the
delivery of a Carve Out Trigger Notice, to the extent allowed,
the payment of professional fees of up to $10,000,000.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  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 has assets of $4,561,000,000 and debts
of $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
efforts.  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)


W/C IMPORTS: Files Chapter 11 to Sell Textile Business
------------------------------------------------------
W/C Imports Inc., filed for Chapter 11 in Santa Ana, California,
aiming to sell the business.  The Company said the bankruptcy
resulted in significant part from the receivership that began in
January for Dublin-based Waterford Wedgwood Plc, Bloomberg's Bill
Rochelle said.

The Company owes $2.75 million to the secured lender CIT Group
Inc.  The petition says assets and debt are between $10 million
and $50 million.

Based in Anaheim, California, W/C Imports Inc. is an importer and
marketer of home Textiles.  W/C sells products under private
labels and also using licensed trademarks including Waterford,
Royal Doulton and Calvin Klein.

The Company filed for Chapter 11 on September 10, 2009 (Bankr.
C.D. Calif. Case No. 09-19622).  Garrick A. Hollander, Esq., and
Marc J. Winthrop, at Winthrop Couchot, represent the Debtor in its
restructuring effort.


WHITE ENERGY: Creditors and Lenders Agree on Chapter 11 Plan
------------------------------------------------------------
The official committee of unsecured creditors in White Energy
Inc.'s cases asks the Bankruptcy Court to deny the Company's
request for a December 15 extension of its exclusive period to
file a plan.  The Creditors Committee says that is has an
agreement with lenders on a consensual Chapter 11 plan, Bloomberg
news erported.

According to Bill Rochelle at Bloomberg, since the Chapter 11
filing in May, White Energy has generated a cumulative net loss of
$4.5 million on sales of $80.2 million.

The Company owes $294 million to secured lenders.

Headquartered in Dallas, Texas, White Energy, Inc. --
http://www.white-energy.com/-- builds and acquires ethanol
production projects.  White Energy's plants have a combined
capacity of producing 240 million gallons of ethanol a year,
making it one of the 10 largest ethanol producers in the U.S. and
the second-largest gluten maker.  Two plants are in Texas with the
third in Kansas.  White spent $323 million building the plants in
Texas.

The Company and its debtor-affiliates filed for Chapter 11 on
May 7, 2009 (Bankr. D. Del. Lead Case No. 09-11601).  Michael R.
Lastowski, Esq., at Duane Morris LLP, represents the Debtors in
their restructuring efforts.  The Debtors tapped The Garden City
Group Inc. as claims agent.  On the petition date, the Debtors
disclosed assets and debts ranging from $100 million to
$500 million.


WR GRACE: Environmental Liability at $149.2MM as of June 30
-----------------------------------------------------------
W.R. Grace & Co. disclosed, in a Form 10-Q for the ended June 30,
2009, filed with the Securities and Exchange Commission that it is
subject to loss contingencies resulting from extensive and
evolving federal, state, local and foreign environmental laws and
regulations relating to the generation, storage, handling,
discharge and disposition of hazardous wastes and other materials.

Grace accrues for anticipated costs associated with investigative
and remediation efforts where an assessment has indicated that a
probable liability has been incurred and the cost can be
reasonably estimated. These accruals do not take into account any
discounting for the time value of money, Alfred E. Festa,
Chairman, President and Chief Executive Officer, said.

At June 30, 2009, Grace's estimated liability for environmental
investigative and remediation costs totaled $149.2 million, as
compared with $152.2 million at December 31, 2008.  This amount is
based on funding or remediation agreements in place, including a
Multi-Site Agreement with the U.S. Government, on behalf of the
U.S. Environmental Protection Agency and other federal agencies.

Under the Multi-Site Agreement, Grace has agreed to pay
approximately $44 million to the U.S. Government and other parties
in settlement of 35 of 38 outstanding claims filed by the EPA
against Grace.  The U.S. Government has agreed not to take action
against Grace under the Comprehensive Environmental Response,
Compensation, and Liability Act with respect to the sites that are
subject of the Claims.

According to Mr. Festa, Grace intends to separately fund or carry
out remediation at two of the remaining sites.  With respect to
the third remaining site, Libby, Montana, EPA's claims, excluding
claims in respect of the Grace-owned Libby vermiculite mine, are
resolved by a cost recovery agreement with EPA.  Grace is working
in cooperation with EPA to investigate the Libby vermiculite mine.

                 Vermiculite Related Matters

During 2008, Grace paid $250 million plus accrued interest of
approximately $2 million pursuant to an agreement -- the "EPA Cost
Recovery Agreement -- between Grace and the U.S. Department of
Justice to settle the EPA's cost recovery claims for all past and
future remediation costs with respect to Grace's former Libby
operations, except for those relating to the Grace-owned Libby
vermiculite mine.

Grace's total estimated liability for asbestos remediation related
to its former vermiculite operations in Libby, including the cost
of remediation at vermiculite processing sites outside of Libby,
at June 30, 2009, and December 31, 2008, was 47.5 million and
$48.4 million, excluding interest.  The estimated obligation as of
each date does not include the cost to remediate the Grace-owned
Libby vermiculite mine, which is not currently estimable,
according to Mr. Festa.

                 Montana Criminal Proceeding

In February, 2005, the United States Department of Justice
announced the unsealing of a grand jury indictment against Grace
and seven former senior level employees, in the litigation
captioned United States of America v. W. R. Grace & Co. et al.,
relating to Grace's former vermiculite mining and processing
activities in Libby, Montana.  The indictment accused the
defendants of (1) conspiracy to violate environmental laws and
obstruct federal agency proceedings; (2) violations of the federal
Clean Air Act; and (3) obstruction of justice -- all of which
Grace categorically denied.

The trial began in February 2009 and on May 8, 2009, a Montana
jury unanimously acquitted Grace and three former employees on all
counts.  Charges against three other former employees were
dismissed.

For the six months ended June 30, 2009, and 2008, total expense
for Grace and the employees with respect to advance legal and
defense costs to the employees involved in the Litigation was
$34.7 million and $8.5 million.

                      New Jersey Claims

In 2005, the New Jersey Department of Environmental Protection
filed a lawsuit against Grace and two former employees, which was
removed at Grace's request to the U.S. District Court for the
District of New Jersey, styled N.J. Dept. of Environmental
Protection v. W. R. Grace & Co. et al., seeking civil penalties
for alleged misrepresentations and false statements made in a
Preliminary Assessment/Site Investigation Report and Negative
Declarations submitted by Grace to the NJDEP in 1995 pursuant to
the New Jersey Industrial Site Recovery Act.

Grace submitted the report, which was prepared by an independent
environmental consultant, in connection with the closing of
Grace's former vermiculite expansion plant in Hamilton Township,
New Jersey.  The Lawsuit was stayed by the U.S. Bankruptcy Court
for the District of Delaware in 2005, Mr. Festa related.

In April 2008, the Bankruptcy Court issued a ruling stating that
the lawsuit filed by the NJDEP was in violation of the automatic
stay and enjoining further pursuit of all claims in the lawsuit.
In March 2009, the Delaware District Court upheld the Bankruptcy
Court's ruling.  In April 2009, the NJDEP appealed the Ruling to
the U.S. Court of Appeals for the Third Circuit, which appeal
remains pending.  To the extent this lawsuit proceeds against the
two former Grace employees, Grace may have an indemnification
obligation, Mr. Festa said.

In April 2007, New Jersey filed a motion for leave to file a late
proof of claim in the amount of $31 million with respect to
substantially the same claims set forth in the Lawsuit.  The
Appeal was denied, which ruling was affirmed in March 2008.  In
April 2008, New Jersey appealed this ruling to the Third Circuit,
which appeal remains pending.

             Non-Vermiculite Related Matters

At June 30, 2009 and December 31, 2008, Grace's estimated
liability for remediation of sites not related to its former
vermiculite mining and processing activities was $101.7 million
and $103.8 million.  The Liability relates to Grace's current and
former operations, including its share of liability for off-site
disposal at facilities where it has been identified as a
potentially responsible party.  Grace's estimated liability is
based upon an evaluation of claims for which sufficient
information was available and the liabilities settled pursuant to
the Multi-Site Agreement.

As Grace receives new information and continues its claims
evaluation process, its estimated liability may change materially,
Mr. Festa said.

                         About W.R. Grace

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

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

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

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


WR GRACE: Fireman's Wants Lift Stay to Reinstate Edwards Appeal
---------------------------------------------------------------
Pursuant to Section 362(d)(1) of the Bankruptcy Code, Fireman's
Fund Insurance Company asks the U.S. Bankruptcy Court for the
District of Delaware to lift the automatic stay to (i) permit the
Texas Court of Appeals of the 6th District to reinstate the
pending appeal in the action styled W.R. Grace & Co. v. Clifton
Aaron Edwards, et al., and (ii) permit the Debtors and the other
Action parties to complete the Appeal Proceedings and obtain a
ruling from the Appeals Court, or the Texas Supreme Court if
further review is sought by any party.

John D. Demmy, Esq., at Stevens & Lee, P.C., in Wilmington,
Delaware, relates that at Grace's request, Fireman's Fund issued a
prepetition supersedeas bond in excess of $43 million on Grace's
behalf in connection with the Edwards Appeal, to preclude the
Edwards Plaintiffs from executing their judgment against Grace's
assets while the Appeal was pending.  In connection with issuance
of the Bond, Fireman's Fund and Grace entered into an Indemnity
Agreement under which Grace agreed to indemnify Fireman's Fund for
any and all loss Fireman's Fund might suffer under the Bond.

In this regard, Fireman's Fund also seeks relief from the Stay to
permit it to:

  -- set a reserve to cover any liability, claim asserted, suit,
     or judgment under the Supersedeas Bond;

  -- demand that Grace place Fireman's Fund "in funds" to the
     full extent of the reserve;

  -- file a lawsuit against Grace in a court of appropriate
     jurisdiction if Grace should fail to post collateral
     sufficient to cover such reserve;

  -- confess judgment against Grace in any lawsuit; and

  -- execute against Grace's assets to satisfy any judgment
     against Grace and in favor of Fireman's Fund.

In a separate request, Fireman's Fund asked the Court to consider
the request on an expedited basis, during the omnibus hearing on
September 29, 2009.

        Fireman's Fund, et al. Ink Stipulation of Facts

For purposes of the Phase II Confirmation Hearing, Fireman's Fund,
the Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative, and the Official
Committee of Equity Security Holders entered into a stipulation
outlining the facts relating to the Appeal.

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

The Stipulating Parties clarified that the Stipulation does not
limit the right or ability of any party to offer additional
testimony and documents into evidence at the Confirmation Hearing.

                     Plan Proponents Object

Objecting to the Expedited Hearing Request, W.R. Grace & Co., and
the co-proponents to its proposed Chapter 11 plan contend that
Fireman's Fund has not shown "exigencies justifying shortened
notice."   Rather, approval of the request would result in an
undue distraction to the confirmation process.

The Plan Proponents also ask Judge Fitzgerald to rule that:

  * all objections to Fireman Fund's Lift Stay Motion be filed
    by October 9, 2009, as originally scheduled; and

  * the hearing on the Motion will be on October 26, 2009; and

  * the Stay will remain in place with respect to the Edwards
    Case.

                         *     *     *

Judge Fitzgerald ruled that all responses to the Lift Stay Motion
must be filed no later than September 11, 2009.  A hearing to
consider the request will be held on September 29.

                         About W.R. Grace

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

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

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

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


WR GRACE: Gloria Munoz Asks for Lift Stay to Pursue Claims
----------------------------------------------------------
Gloria Munoz asks Judge Judith Fitzgerald of the U.S. Bankruptcy
Court for the District of Delaware to lift the automatic stay
imposed by Section 362(a) of the Bankruptcy Code to allow her to
liquidate discrimination claims, civil rights claims, personal
injury claims and tort claims against the Debtors asserted in the
complaint entitled "Gloria Munoz v. W R. Grace & Co- Conn, a
corporation, CC. Frial, Pedro Gonzales "Pete ". J.C. Gonzales
"Joe" and Does I through XX inclusive," filed in the Superior
Court for the County of Alameda, California.

Prior to the Petition Date, Ms. Munoz instituted the State Court
Action against the Debtors, which arose out of incidents that
occurred between January 1993 and September 1998, in which Ms.
Munoz sustained continual sexual discrimination, sexual
harassment, and severe emotional distress during her employment at
the Debtor's San Leandro facility.  Ms. Munoz is seeking
compensatory special and general damages and has demanded trial by
jury for the State Court Action.

The Debtors would not suffer prejudice should the Stay be lifted
because the Ms. Munoz's Claims will have to be liquidated at some
point before she could receive any distribution in the Debtors'
cases, Elihu E. Allinson, III, Esq., at Sullivan Hazeltine
Allinson LLC, in Wilmington, Delaware, tells the Court.

                         About W.R. Grace

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

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

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

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


ZOO ENTERTAINMENT: Earns $2,000 in Three Months Ended June 30
-------------------------------------------------------------
Zoo Entertainment, Inc. reported a net income of $2,000 For three
months ended June 30, 2009, compared with a net loss of $4,692,000
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $1,401,000 compared with a net loss of $8,869,000 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $41,854,000, total liabilities of $26,891,000 and a
stockholders' equity of $14,963,000.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that it
incurred losses since inception, resulting in an accumulated
deficit of $33,300,000 and a working capital deficiency of
$12,900,000 at June 30, 2009.  For the six months ended June 30,
2009 the Company generated $562,000 of cash flow from operations,
but for the year ended Dec. 31, 2008, the Company generated
negative cash flows from operations of approximately $12,100,000.

In addition, the Company has various promissory notes maturing in
August 2009, and September 2009, with an aggregate face value of
$11,200,000.  On June 26, 2009, the Company entered into an
agreement with its Senior Secured Convertible Note holders whereby
they agreed to convert their notes into equity on or before
Aug. 31, 2009, contingent on the Company raising at least
$4,000,000 in new capital and the effectiveness of the filing of
an amendment to the Company's Certificate of Incorporation
authorizing a sufficient number of shares of the Company's common
stock to permit the conversion of the notes.

The Company's ability to continue as a going concern is dependent
on the major short term actions:  (i) its ability to generate cash
flow from operations sufficient to maintain its daily business
activities; (ii) its ability to raise capital from outside sources
through the sale of equity or debt instruments primarily to fund
the ongoing development and acquisition of new games; and (iii)
the restructuring of its maturing note obligations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?44b1

Zoo Entertainment, Inc. (OTC:ZOOE) fka Driftwood Ventures, Inc.,
is a developer, publisher and distributor of video game software
for use on platforms, including Nintendo's Wii, DS, GBA, Sony's
PSP and PlayStation 2.  The Company focuses on publishing packaged
entertainment software titles for use on a variety of other gaming
platforms, including Sony's PlayStation 3 and Microsoft's Xbox
360.  It is focused on creating and sell downloadable games for
Microsoft's Xbox Live Arcade, Sony's PlayStation 3 Network,
Nintendo's Virtual Console, iPhone and for use on personal
computers.


* Bankruptcy Filings in Alberta Drop 15% in July
------------------------------------------------
Federal Office of the Superintendent of Bankruptcy said that
bankruptcy filings in Alberta dropped 15% to 872 in July 2009,
Lisa Schmidt at Calgary Herald reports.  According to Calgary
Herald, the number is still almost double the 457 filings in July
2008.  Calgary Herald states that business bankruptcies increased
5% to 43 in July 2009, slightly below July 2008, while personal
bankruptcies declined 5% to 10,294.  Personal bankruptcies in July
2008 were 40% lower last year, says the report.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                             Total
                                            Share-     Total
                                  Total   holders'   Working
                                 Assets     Equity   Capital
Company               Ticker      ($MM)      ($MM)     ($MM)
-------               ------     ------  ---------  --------
ABSOLUTE SOFTWRE      ABT CN         117          1        35
ACCO BRANDS CORP      ABD US        1100       -107       135
AFC ENTERPRISES       AFCE US        142        -26        12
ALTERNATIVE AS-U      AMV/U US         0          0         0
AMER AXLE & MFG       AXL US        1920       -736     -1119
AMR CORP              AMR US       24138      -3000     -3129
ARBITRON INC          ARB US         220          0         2
ARVINMERITOR INC      ARM US        2627       -846         3
AUTOZONE INC          AZO US        5296        -45      -527
BIOSPECIFICS TEC      BSTC US         12          6         9
BLOUNT INTL           BLT US         474        -36       151
BOARDWALK REAL E      BEI-U CN      2377        -22      N.A.
BOARDWALK REAL E      BOWFF US      2377        -22      N.A.
BP PRUD BAY-RTU       BPT US           9          8         0
BURCON NUTRASCIE      BU CN            4          3         2
CABLEVISION SYS       CVC US        9307      -5284      -198
CADIZ INC             CDZI US         43          7         2
CARDTRONICS INC       CATM US        468        -10       -50
CENTENNIAL COMM       CYCL US       1455       -948       180
CENVEO INC            CVO US        1459       -231       186
CHENIERE ENERGY       CQP US        1920       -436        27
CHENIERE ENERGY       LNG US        2785       -364       184
CHOICE HOTELS         CHH US         357       -141       -22
CINCINNATI BELL       CBB US        2009       -623       -19
CLOROX CO             CLX US        4576       -175      -757
DEXCOM                DXCM US         65          1        37
DISH NETWORK-A        DISH US       7265      -1519      -240
DOMINO'S PIZZA        DPZ US         461      -1372       113
DUN & BRADSTREET      DNB US        1623       -719      -147
DYAX CORP             DYAX US         68        -37        32
EASTMAN KODAK         EK US         7105       -109      1100
EINSTEIN NOAH RE      BAGL US        150         -4       -47
ELECTRO-OPTICAL       MELA US          8          7         6
ENERGY COMPOSITE      ENCC US          0          0         0
EPICEPT CORP          EPCT SS         16         -3         7
EXELIXIS INC          EXEL US        333       -123        29
EXTENDICARE REAL      EXE-U CN      1719        -47       111
FORD MOTOR CO         F US        204327      -9418    -39573
FORD MOTOR CO         F BB        204327      -9418    -39573
GENCORP INC           GY US         1015          1        -8
GLG PARTNERS INC      GLG US         494       -271       166
GLG PARTNERS-UTS      GLG/U US       494       -271       166
GOLD RESOURCE CO      GORO US          7          6         5
HEALTHSOUTH CORP      HLS US        1888       -662       -77
HERMAN MILLER         MLHR US        767          8       167
HOVNANIAN ENT-A       HOV US        2285        -73      1524
HOVNANIAN ENT-B       HOVVB US      2285        -73      1524
HUMAN GENOME SCI      HGSI US        670        -55       117
IDENIX PHARM          IDIX US         82         -4        34
IMAX CORP             IMX CN         270        -18        55
IMAX CORP             IMAX US        270        -18        55
IMMUNOMEDICS INC      IMMU US         53          1       -20
IMS HEALTH INC        RX US         2030        -22       318
INCYTE CORP           INCY US        159       -291       101
INSULET CORP          PODD US         99         -3        63
INTERMUNE INC         ITMN US        165        -80        98
IPCS INC              IPCS US        553        -34        68
ISTA PHARMACEUTI      ISTA US         72        -78        24
JAZZ PHARMACEUTI      JAZZ US        108        -88       -17
JUST ENERGY INCO      JE-U CN        457       -652      -369
KNOLOGY INC           KNOL US        639        -44        37
LIN TV CORP-CL A      TVL US         781       -187        14
LINEAR TECH CORP      LLTC US       1421       -266       963
LODGENET INTERAC      LNET US        594        -64        46
LOGMEIN INC           LOGM US         47          7         1
MANNKIND CORP         MNKD US        267        -19         0
MAP PHARMACEUTIC      MAPP US         65          1        24
MAXLIFE FUND COR      MXFD US          0          0         0
MEAD JOHNSON-A        MJN US        1926       -808       466
MEDIACOM COMM-A       MCCC US       3707       -426      -265
MODAVOX INC           MDVX US          5          3        -1
MONEYGRAM INTERN      MGI US        6221        -23      -105
MOODY'S CORP          MCO US        1873       -749      -404
NATIONAL CINEMED      NCMI US        603       -499        91
NAVISTAR INTL         NAV US        9383      -1280       180
NPS PHARM INC         NPSP US        144       -219        80
OCH-ZIFF CAPIT-A      OZM US        1854       -157      N.A.
ONCOGENEX PHARMA      OGXI US          7          3         4
OSIRIS THERAPEUT      OSIR US        129          2        64
OTELCO INC-IDS        OTT-U CN       349          9        24
OTELCO INC-IDS        OTT US         349          9        24
OVERSTOCK.COM         OSTK US        129         -3        33
PALM INC              PALM US        643       -108        11
PDL BIOPHARMA IN      PDLI US        217       -306       140
PERMIAN BASIN         PBT US          10          0         9
PETROALGAE INC        PALG US          7        -32       -16
POTLATCH CORP         PCH US         916          0      N.A.
QWEST COMMUNICAT      Q US         20226      -1051       260
REGAL ENTERTAI-A      RGC US        2647       -228       -40
RENAISSANCE LEA       RLRN US         58          0        -6
REVLON INC-A          REV US         797      -1074        87
SALLY BEAUTY HOL      SBH US        1464       -645       420
SANDRIDGE ENERGY      SD US         2364        -91       114
SEALY CORP            ZZ US         1001       -230       137
SELECT COMFORT C      SCSS US         86        -46       -82
SEMGROUP ENERGY       SGLP US        314       -131       -11
SIGA TECH INC         SIGA US          8        -13        -4
SINCLAIR BROAD-A      SBGI US       1606       -148      -342
SONIC CORP            SONC US        828        -22        75
SPECIALTY PRODUC      SPIE US         53          9        10
STANDARD PARKING      STAN US        230          4       -13
STEREOTAXIS INC       STXS US         43        -10        -3
SUCCESSFACTORS I      SFSF US        165         -5         1
SUN COMMUNITIES       SUI US        1192        -81     N.A.
SYNERGY PHARMACE      SGYP US          4          1         1
TALBOTS INC           TLB US         855       -206       -25
TAUBMAN CENTERS       TCO US        2858       -289      N.A.
TENNECO INC           TEN US        2767       -263       240
THERAVANCE            THRX US        206       -159       144
TREE TOP INDUSTR      TTII US          0          0         0
UAL CORP              UAUA US      18805      -2628     -2345
UNITED RENTALS        URI US        3918        -46       316
US AIRWAYS GROUP      LCC US        7857       -336      -548
VECTOR GROUP LTD      VGR US         757          2       158
VENOCO INC            VQ US          725       -165        -3
VIRGIN MOBILE-A       VM US          320       -256      -126
WARNER MUSIC GRO      WMG US        3988       -142      -680
WEIGHT WATCHERS       WTW US        1085       -791      -309
WORLD COLOR PRES      WC CN         2641      -1735       479
WR GRACE & CO         GRA US        3815       -351       977
YRC WORLDWIDE IN      YRCW US       3418        -72      -696
ZYMOGENETICS INC      ZGEN US        271        -14        85



                           *********

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.  Danilo Munnoz, 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 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **